FORM OF AMENDMENT TO THE XXXXXXX PLAN
INVESTMENT ADVISORY AGREEMENT
This amendment, dated as of the 1st day of October, 2000, made by and
between THE XXXXXXX PLAN (the "Trust"), a Delaware business trust operating as a
registered investment company under the Investment Company Act of 1940, as
amended, duly organized and existing under the laws of the State of Delaware and
XXXXXXX PARTNERS, LTD. (the "Investment Advisor"), a Florida limited partnership
and registered investment advisor under the Investment Advisers Act of 1940, as
amended (collectively, the "Parties").
WITNESSETH:
WHEREAS, the Trust and Investment Advisor have entered into an agreement
dated January 19, 1994 as subsequently amended (the "Investment Advisory
Agreement"), wherein the Investment Advisor has agreed to serve as an advisor
and provide investment management services; and
WHEREAS, the Trust is authorized to issue separate series of shares
representing interests in separate investment portfolios (each referred to as a
"Series" and collectively, as the "Series"); and
WHEREAS, the Trust presently issues eleven Series as follows:
The Xxxxxxx Plan Aggressive Growth Fund
The Xxxxxxx Plan Large/Mid-Cap Growth Fund
The Xxxxxxx Plan Small-Cap Value Fund (formerly the Xxxxxxx Plan)
The Xxxxxxx Plan Large/Mid-Cap Value Fund
The Xxxxxxx Plan Fixed-Income Fund
The Xxxxxxx Plan Money Market Fund
The Xxxxxxx Plan Strategic Growth Portfolio
The Xxxxxxx Plan Conservative Growth Portfolio
The Xxxxxxx Plan Small-Cap Variable Series (formerly the Xxxxxxx Plan
Variable Series)
The Xxxxxxx Plan Mid-Cap Variable Series
The Xxxxxxx Plan Fixed-Income Variable Series; and
WHEREAS, the Parties wish to amend the Investment Advisory Agreement to
clarify that such Agreement governs each Series of the Trust;
NOW THEREFORE, in consideration of the premises and mutual covenants
contained herein, the Parties hereto, intending to be legally bound, do hereby
agree:
1. To amend the initial introductory paragraph of the Investment Advisory
Agreement to read as follows:
AGREEMENT, made by and between THE XXXXXXX PLAN, a Delaware business trust ( the
"Trust") on behalf of the following series of the Trust;
The Xxxxxxx Plan Aggressive Growth Fund
The Xxxxxxx Plan Large/Mid-Cap Growth Fund
The Xxxxxxx Plan Small-Cap Value Fund (formerly the Xxxxxxx Plan)
The Xxxxxxx Plan Large/Mid-Cap Value Fund
The Xxxxxxx Plan Fixed-Income Fund
The Xxxxxxx Plan Money Market Fund
The Xxxxxxx Plan Strategic Growth Portfolio
The Xxxxxxx Plan Conservative Growth Portfolio
The Xxxxxxx Plan Small-Cap Variable Series (formerly the Xxxxxxx Plan
Variable Series)
The Xxxxxxx Plan Mid-Cap Variable Series
The Xxxxxxx Plan Fixed-Income Variable Series (the "Funds")
and XXXXXXX PARTNERS, LTD., a Florida limited partnership (the "Investment
Advisor").
2. The effective date of this amendment shall be October 1, 2000.
IN WITNESS WHEREOF, the Parties hereto have caused this amendment
consisting of one type written page, to be signed by their duly authorized
officers and their corporate seals hereunto duly affixed as of the day and year
first above written.
THE XXXXXXX PLAN XXXXXXX PARTNERS, LTD.
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By: Xxxxxx X. Ally, Chairman BY: COVENANT FUNDS, INC.
MANAGING GENERAL PARTNER
Xxxxxx X. Ally, President
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Attest: Xxxxxx X. Xxxxxxxxxx, Attest: Xxxxxx Ally, Secretary
Secretary
