FEE REDUCTION AGREEMENT

EXHIBIT (d)(10)(b)

FEE REDUCTION AGREEMENT

     AGREEMENT made as of this 16th day of June 2008 between Xxxxx Xxxxx Special Investment Trust (the “Trust”) on behalf of Xxxxx Xxxxx Risk-Managed Equity Option Income Fund (the “Fund”) and Xxxxx Xxxxx Management (the “Adviser”).

     WHEREAS, the Trust, on behalf of the Fund has entered into an Investment Advisory Agreement (“Advisory Agreement”) with the Adviser, which Advisory Agreement provides that the Adviser shall be entitled to receive an asset-based fee payable at a certain rate; and

     WHEREAS, with respect to the Fund, the Adviser has offered to reduce such advisory fee rate, and the Trust on behalf of the Fund has accepted such fee reduction, such fee reduction being effective as of July 1, 2008; and

       WHEREAS, the Adviser and the Trust wish to memorialize said fee reduction in writing;

     NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, receipt of which is hereby acknowledged, the Trust, on behalf of the Fund and the Adviser hereby agree as follows:

1.	For so long as the Advisory Agreement shall remain in effect, notwithstanding any provisions of the Advisory Agreement to the contrary, the Adviser will reduce its advisory fee for the Fund in accordance with the fee reduction schedule set forth on Exhibit A hereto.
2.	This Agreement only may be terminated or amended upon the mutual written consent of the Trust and the Adviser; provided, however, that (i) no termination of this Agreement shall be effective unless approved by the majority vote of those Trustees of the Trust who are not interested persons of the Adviser or the Trust (the “Independent Trustees”) and by the vote of a majority of the outstanding voting securities of the Fund; (ii) no amendment of this Agreement shall be effective unless approved by the majority vote of the Independent Trustees; and (iii) no amendment of this Agreement that decreases the fee reductions set forth herein shall be effective unless approved by the vote of a majority of the outstanding voting securities of the Fund.
3.	For purposes of this Agreement the term “vote of a majority of the outstanding voting securities of the Fund” shall mean the vote, at a meeting of shareholders, of the lesser of (i) 67 per centum or more of the shares of the Fund present or represented by proxy at the meeting if the holders of more than 50 per centum of the outstanding shares of the Fund are present or represented by proxy at the meeting, or (ii) more than 50 per centum of the outstanding shares of the Fund.
4.	This instrument is executed under seal and shall be governed by Massachusetts law.

     IN WITNESS WHEREOF, this Agreement has been executed as of the date set forth above by a duly authorized officer of each party.

XXXXX XXXXX SPECIAL INVESTMENT TRUST
(on behalf of Xxxxx Xxxxx Risk-Managed Equity Option
Income Fund)
By:		/s/ Xxxxxx X. Xxxxx Xx.
		Xxxxxx X. Xxxxx Xx.
		President
XXXXX XXXXX MANAGEMENT
By:		/s/ Xxxxxxx X. Gemma
		Xxxxxxx X. Gemma
		Vice President

		EXHIBIT A
ADVISORY FEE REDUCTION SCHEDULE
(Effective as of July 1, 2008)
The Adviser’s asset-based advisory fee is reduced and computed as follows:
Average Daily Net Assets for the Month		Annual Fee Rate
Up to $1 billion		0.90%
$1 billion up to $3 billion		0.88%
$3 billion up to $5 billion		0.86%
$5 billion and over		0.84%