EXHIBIT (h)(5)
CONTRACTUAL FEE/EXPENSE WAIVER AGREEMENT
----------------------------------------
Agreement effective as of the 31st day of January 2006 by and between
the Xxxxxx Funds, a Massachusetts business trust (the "Trust"), and Xxxxxx
Investment Partners, Inc., a Pennsylvania corporation.
Xxxxxx hereby agrees to limit the operating expenses at the levels
indicated through January 31, 2007 for the following Fund:
FUND: NET TOTAL OPERATING EXPENSES:
----- -----------------------------
Xxxxxx Large Cap Value Fund 0.59%
This Agreement shall be renewable at the end of each one year term for
an additional one year term upon the written agreement of the parties hereto.
This Agreement supersedes any prior contractual waiver agreement(s)
between the parties.
IN WITNESS WHEREOF, intending to be legally bound hereby, the parties
hereto have caused this Agreement to be executed by their officers designated
below effective as of the day and year first above written.
XXXXXX FUNDS XXXXXX INVESTMENT PARTNERS, INC.
By: /s/ XXXXXX X. XXXXX By: /s/ XXXXX X. XXXXXXX
--------------------------------- -----------------------------
Signature Signature
Name: XXXXXX X. XXXXX Name: XXXXX X. XXXXXXX
-------------------------------- --------------------------
Printed Printed
Title: PRESIDENT AND CHIEF EXECUTIVE Title: GENERAL COUNSEL AND CHIEF
------------------------------- --------------------------
OFFICER COMPLIANCE OFFICER
------------------------------- --------------------------
