THE XXXXXXX FUNDS, INC.
XXXXXXX CAPITAL MANAGEMENT, INC.
AMENDED AND RESTATED
EXPENSE LIMITATION AGREEMENT
THIS AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT (the
"Agreement") is executed as of March 17, 2000 by and among THE XXXXXXX FUNDS,
INC. on behalf of The Xxxxxxx U.S. Treasury Money Fund, DEM Equity Fund, DEM
Index Fund, DEM Multi-Manager Equity Fund, and DEM Multi-Manager Bond Fund, and
XXXXXXX CAPITAL MANAGEMENT, INC.
For good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto, intending to be legally bound,
agree as follows:
1. Xxxxxxx Capital Management, Inc. will reimburse The Xxxxxxx Funds, Inc., on
behalf of the following funds and classes, the annual expenses of such funds in
excess of the percentage of average daily net assets set forth in the following
table; provided however, that such expense limitations shall not include any
waiver of advisory fees, custody fees, income tax preparation fees or other
management fees:
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Fund
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The Xxxxxxx U.S. Treasury Money Fund 0.53%
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Institutional Investor
Shares Shares
----------------- ---------------
DEM Equity Fund 1.25% 2.00%
DEM Index Fund 2.00% 2.69%
DEM Multi-Manager Equity Fund 2.00% 3.00%
DEM Multi-Manager Bond Fund 2.00% 3.00%
2. The expense limitations/reimbursements set forth above shall remain in effect
until December 31, 2009.
3. The expense limitations/reimbursements set forth above may be suspended or
terminated solely by The Xxxxxxx Funds, Inc. in its sole discretion immediately
upon notice to Xxxxxxx Capital Management, Inc.
4. This Agreement sets forth the entire understanding of the parties hereto with
respect to the transactions contemplated hereby. It shall not be amended or
modified except by a written instrument duly executed by each of the parties
hereto. Any and all previous agreements and understandings between or among the
parties and their affiliates, including but not limited to the Expense
Limitation Agreemend dated February 29, 2000,
regarding the subject matter hereof, whether written or oral, are superseded by
this Agreement.
IN WITNESS WHEREOF, each of The Xxxxxxx Funds, Inc. and Xxxxxxx Capital
Management, Inc. has executed this Agreement as of the day and year first above
written.
THE XXXXXXX FUNDS, INC., on behalf
of The Xxxxxxx U.S. Treasury Money Fund
DEM Equity Fund, DEM Index Fund,
DEM Multi-Manager Equity Fund and DEM
Multi-Manager Bond Fund
By: /s/ XXXXXX X. XXXXXXX, XX.
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Name: Xxxxxx X. Xxxxxxx, Xx.,
Title: President
XXXXXXX CAPITAL MANAGEMENT, INC.
By: /s/ XXXXXX X. XXXXXXX, XX.
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Name: Xxxxxx X. Xxxxxxx, Xx.
Title: President
