AMENDMENT TO
INVESTMENT MANAGEMENT AGREEMENT
This Amendment dated as of July 1, 2006, is to the Investment Management
Agreement made as of the 30th day of October, 1992 and amended and restated as
of the 6th day of December, 1994 and the 21st day of December, 1995, and amended
the 1st day of June, 2004 (the "Agreement"), by and between Xxxxxxxxx Global
Advisors Limited, a U.S. registered investment adviser and a Bahamian
corporation (the "Manager"), and Xxxxxxxxx Funds, Inc. (the "Company") on behalf
of the Xxxxxxxxx Foreign Fund series of the Company's shares.
WITNESSETH:
WHEREAS, both the Manager and the Company wish to amend Paragraph 4 of the
Agreement; and
WHEREAS, the Board of Directors of the Company, including a majority of the
Independent Directors of the Company present in person, approved the following
amendment at a meeting called for such purpose on May 11, 2006.
NOW, THEREFORE, in consideration of the foregoing premises, the parties
hereto agree as follows:
The Company agrees to pay to the Manager a monthly fee in dollars, at the
annual rate of the Company's daily net assets, as listed below, payable at the
end of each calendar month:
0.630%, up to and including $1 billion
0.615% over $1 billion, up to and including $5 billion
0.600% over $5 billion, up to and including $10 billion
0.580% over $10 billion, up to and including $15 billion
0.560% over $15 billion, up to and including $20 billion
0.540% over $20 billion, up to and including $25 billion
0.530% over $25 billion, up to and including $30 billion
0.520% over $30 billion, up to and including $35 billion
0.510% over $35 billion
IN WITNESS WHEREOF, this Amendment has been executed on behalf of each
party as of the date set forth above.
XXXXXXXXX GLOBAL ADVISORS LIMITED
By:/s/XXXXXXX X. XXXXXXX
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Xxxxxxx X. Xxxxxxx
President
XXXXXXXXX FUNDS, INC.,
on behalf of Xxxxxxxxx Foreign Fund
By:/s/XXXXX X. XXXXXXX
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Xxxxx X. Xxxxxxx
Senior Vice President and
Chief Executive Office - Finance
and Administration
