FEE WAIVER AGREEMENT
This Fee
Waiver Agreement (the "Agreement") is made as of the 29th day of April 2010
between The Xxxxxxx Funds, Inc., a Maryland corporation (the "Fund") and Xxxxxxx
Investment Management L.L.C., a Delaware limited liability company (the
"Adviser").
WHEREAS,
the Adviser has entered into a Restated Investment Advisory Agreement with the
Fund dated October 21, 2004 (the "Advisory Agreement"), pursuant to which the
Adviser provides investment advisory services to the Fund, and for which it is
compensated based on the average daily net assets of each Portfolio of the Fund;
and
WHEREAS,
the Fund and the Adviser have determined that it is appropriate and in the best
interests of the Fund and its shareholders to have the Adviser waive a portion
of its fee due under the Advisory Agreement as set forth below.
NOW,
THEREFORE, the parties hereto agree as follows:
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1.
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Fee Waiver by the
Adviser. The Adviser agrees to waive its fee for, and to
reimburse expenses of, the Fund in an amount that operates to limit annual
operating expenses of Xxxxxxx Aggressive Growth Fund and Xxxxxxx Small Cap
Growth Fund to not more than 2.50% of average daily net
assets.
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2.
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Assignment. No
assignment of this Agreement shall be made by the Adviser without the
prior consent of the Fund.
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3.
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Duration and
Termination. This Agreement shall be effective for the period from
May 1, 2010 through May 1, 2011, and shall continue in effect from year to
year thereafter only upon mutual agreement of the Fund and the
Adviser. This Agreement shall automatically terminate upon the
termination of the Advisory
Agreement.
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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first-above written,
| THE XXXXXXX FUNDS, INC. | XXXXXXX INVESTMENT MANAGEMENT L.L.C | ||||
| By: |
/s/Xxxx X. Xxxxxxxx
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By: |
/s/Xxxx X. Xxxxxxxx
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| Name: |
Xxxx X. Xxxxxxxx
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Name: |
Xxxx X. Xxxxxxxx
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| Title: |
CFO
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Title: |
CFO
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