SUBSCRIPTION AGREEMENT

SUBSCRIPTION AGREEMENT

Xxxxxxx Funds, Inc.
00 Xxxxx Xxxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000

Ladies and Gentlemen:

The undersigned hereby subscribes to _______ (_______) shares (the “Shares”) of common stock, par value $0.0001 per share, of Xxxxxxx Funds, Inc. (the “Fund”), representing shares in the Fund’s series, Xxxxxxx Emerging Opportunities Fund. In consideration for which the undersigned agrees to transfer to the Fund upon demand cash in the amount of ________ ($_______).

It is understood that upon acceptance hereof by the Fund that the Shares shall be issued to the undersigned and shall be deemed to be fully paid and nonassessable. The undersigned represents that the Shares are being purchased for investment with no present intention of reselling or redeeming the Shares.

Dated and effective as of this ___ day of ______, 2004.

__________________________________________

[name]

ACCEPTANCE

The foregoing subscription is hereby accepted. Dated and effective as of this ___ day of ______, 2004.

XXXXXXX FUNDS, INC.

By:____________________________________________

Name:__________________________________________

Title:___________________________________________