May 24, 2004
Xxxxxxx Xxxxx & Company, L.L.C.
000 Xxxx Xxxxx Xxxxxx
Xxxxxxx, XX 00000
Re: Management Agreement with Xxxxxxx Xxxxx Funds dated
December 15, 1999 (the "Management Agreement")
Ladies and Gentlemen:
Pursuant to Section 2 of the Management Agreement, we are hereby providing
notification of two new series of the Xxxxxxx Xxxxx Funds to be called "Xxxxxxx
Xxxxx International Equity Fund" and "Xxxxxxx Xxxxx Institutional International
Equity Fund" (the "New Portfolios"). Attached hereto are amended Appendix A and
B to the Management Agreement to reflect, among other things, the appropriate
management fees and initial term end for the New Portfolios.
By acknowledging below, you agree to render the investment advisory and
management services to the New Portfolios under the terms of the Management
Agreement and the amended Appendix A and B attached hereto.
XXXXXXX XXXXX FUNDS
By: /s/ Xxxxx Xxxxx
--------------------------
Name: Xxxxx Xxxxx
Its: President
Accepted this 24th day
of May, 2004.
XXXXXXX XXXXX & COMPANY, L.L.C.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxx
Its: Principal & CFO
APPENDIX A
MANAGEMENT FEES
Xxxxxxx Xxxxx Growth Fund:
.75% of average daily net assets
Xxxxxxx Xxxxx Tax-Managed Growth Fund:
.80% of average daily net assets
Xxxxxxx Xxxxx Large Cap Growth Fund:
.80% of average daily net assets
Xxxxxxx Xxxxx Small Cap Growth Fund:
1.10% of average daily net assets
Xxxxxxx Xxxxx International Growth Fund:
1.10% of the first $250 million of average daily net assets; plus
1.00% of average daily net assets over $250 million
Xxxxxxx Xxxxx Value Discovery Fund:
1.15% of average daily net assets
Xxxxxxx Xxxxx Income Fund:
.25% of the first $250 million of average daily net assets; plus
.20% of average daily net assets over $250 million; plus
5.00% of the gross income earned by the Portfolio
Xxxxxxx Xxxxx Ready Reserves Fund:
.275% of the first $250 million of average daily net assets; plus
.250% of the next $250 million of average daily net assets; plus
.225% of the next $2,000 million of average daily net assets; plus
.200% of the average daily net assets over $2,500 million
Xxxxxxx Xxxxx Institutional International Growth Fund
1.00% of the first $500 million of average daily net assets; plus
0.95% of the next $500 million of average daily net assets; plus
0.90% of the average daily net assets over $1 billion
Xxxxxxx Xxxxx Xxxxx-Mid Cap Growth Fund
1.00% of average daily net assets
Xxxxxxx Xxxxx International Equity Fund
1.10% of the first $250 million of average daily net assets; plus
1.00% of the average daily net assets over $250 million
Xxxxxxx Xxxxx Institutional International Equity Fund
1.00% of the first $500 million of average daily net assets; plus
0.95% of the next $500 million of average daily net assets; plus
0.90% of the average daily net assets over $1 billion
APPENDIX B
DATE OF END OF INITIAL TERM
For the Xxxxxxx Xxxxx Growth Fund, the Xxxxxxx Xxxxx International Growth
Fund, the Xxxxxxx Xxxxx Value Discovery Fund, the Xxxxxxx Xxxxx Income Fund and
the Xxxxxxx Xxxxx Ready Reserves Fund:
April 30, 2000
For the Xxxxxxx Xxxxx Tax-Managed Growth Fund, the Xxxxxxx Xxxxx Large Cap
Growth Fund and the Xxxxxxx Xxxxx Small Cap Growth Fund:
April 30, 2001
For the Xxxxxxx Xxxxx Institutional International Growth Fund:
April 30, 2004
For the Xxxxxxx Xxxxx Small-Mid Cap Growth Fund:
April 30, 2005
For the Xxxxxxx Xxxxx International Equity Fund and the Institutional
International Equity Fund:
April 30, 2006
