AMENDMENT TO MANAGEMENT AGREEMENT
This Amendment, dated as of July 1, 2006, is by and between the Xxxxx
Advantage Funds (the "Trust"), on behalf of the Xxxxx Xxxxx Cap Fund (the
"Fund"), and Xxxxx Investment Research, Inc. (the "Adviser") (each a "Party" and
collectively, the "Parties").
WHEREAS, the Adviser and the Trust entered into a Management Agreement
dated October 1, 1998 (the "Agreement") that provided for a management fee of
1.25% of the Fund's average daily net assets;
WHEREAS, the Adviser now proposes, effective July 1, 2006, to reduce the
rate of the management fee of the Fund for assets above certain levels;
WHEREAS, on May 24, 2006, the Board of Trustees, including a majority of
the Trustees who are not "interested persons" of the Trust as that term is
defined in the Investment Company Act of 1940, agreed to the proposed reduction
in the rate of the management fee; and
WHEREAS, pursuant to Section 8 of the Agreement the Parties now desire to
amend the Agreement to reflect the new fee.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained in this Amendment and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the Adviser and the Trust
agree as follows:
1. The initial paragraph of Section 3 of the Agreement is deleted in its
entirety and replaced with the following:
3. COMPENSATION OF THE ADVISER
For all of the services to be rendered and payments to be made
as provided in this Agreement, as of the last business day of each
month, the Fund will pay you a fee: (a) (i) at the annual rate of
1.25% of the average value of its daily net assets for assets up to
and including $500 million, (ii) at the annual rate of 1.20% of the
average value of its daily net assets for assets from $500 million
up to and including $1 billion, (iii) at the annual rate of 1.15% of
the average value of its daily net assets for assets from $1 billion
up to and including $2 billion, and (iv) at the annual rate of 1.10%
of the average value of its daily net assets for assets over $2
billion; minus (b) the fees and expenses of the non-interested
person trustees incurred by the Fund.
2. Except as otherwise specifically set forth in this Amendment, all
provisions of the Agreement shall remain in full force and effect.
Capitalized terms used and not otherwise defined herein shall have the
meanings ascribed to them in the Agreement.
3. This Amendment may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute
one and the same instrument. Signature pages transmitted by facsimile
shall constitute effective execution and delivery of this Amendment.
IN WITNESS WHEREOF the parties hereto have executed this Amendment
effective as of the day and year first above written.
XXXXX INVESTMENT RESEARCH, INC.
By: /s/ Xxxxxxx X. Xxxxx, Xx.
---------------------------------------------
Name: Xxxxxxx X. Xxxxx, Xx.
---------------------------------------------
Title: Chairman
---------------------------------------------
XXXXX ADVANTAGE FUNDS, on behalf of Xxxxx Xxxxx Cap Fund
By: /s/ Xxxxx X. Xxxxx
---------------------------------------------
Name: Xxxxx X. Xxxxx
---------------------------------------------
Title: President
---------------------------------------------
