EX99d-1
AMENDMENT
ADVISERY AGREEMENT DATED 19 JANUARY 1994
AS AMENDED
Xxxxxxx Plan and Xxxxxxx Partners, Ltd.
This Amendment, dated 27 February 2004, by and between the Xxxxxxx Plan (the
"Trust"), a Delaware business trust operating as a registered investment company
under the Investment Company Act of 1940, as amended, duly organized and
existing under the laws of the State of Delaware and Xxxxxxx Partners, Ltd. (the
"Investment Adviser") a Florida limited partnership and a member in good
standing of the National Association of Securities Dealers, (collectively the
"Parties").
The Trust's Board of Trustees (the "Board"), including a majority of the
Trustees who are not interested persons of the Trust and who have no direct or
indirect financial interest in the operation of the Trust (the "non-interested
Trustees"), have by unanimous vote, elected to introduce a new Series in the
Trust, which new Series will be the Patriot Fund (the "Fund"). Having considered
past investment advisory success, the existing relationship between the Trust
and the Investment Advisor, the fees assessed by the Investment Adviser for the
services rendered, and other considerations, the Board further determined that
it is prudent and in the best interests of the Trust to employ Xxxxxxx Partners,
Ltd., the Adviser of the other Series offered by the Trust, as the Investment
Adviser of the new Series.
Pursuant to Section 11 of the Agreement, the Agreement is hereby amended as
follows, however all other terms and conditions contained therein shall remain
in full force and effect:
1. The introductory paragraph of the Agreement, as amended the 1st day of
October, 2000, shall be further amended and shall read in its entirety:
AGREEMENT, made by and between The Xxxxxxx Plan, a Delaware business
trust (the "Trust") on behalf of the following series of the Trust;
The Xxxxxxx Plan Aggressive Growth Fund
The Xxxxxxx Plan Large/Mid Cap Growth Fund
The Xxxxxxx Plan Small Cap Value Fund (formerly the Xxxxxxx Plan)
The Xxxxxxx Plan Large/Mid Cap Value Fund
The Xxxxxxx Plan Fixed Income Fund
The Xxxxxxx Plan Money Market Fund
The Xxxxxxx Plan Strategic Growth Fund
The Xxxxxxx Plan Conservative Growth Fund
The Xxxxxxx Plan Small Cap Variable
Series (formerly the Xxxxxxx Plan Variable Series)
The Xxxxxxx Plan Strategic Growth Portfolio Variable Fund
The Xxxxxxx Plan Conservative Growth Portfolio Variable Fund
The Xxxxxxx Plan Patriot Fund
And Xxxxxxx Partners, Ltd., a Florida Limited partnership (the "Investment Adviser").
2. Effective Date. The Effective Date of this Amendment is February 27, 2004.
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IN WITNESS WHEREOF, the Parties hereto have caused this amendment to be signed
by their duly authorized officers on this 27th day of February, 2004 by
Xxxxxxx Plan Xxxxxxx Partners, Ltd.
By: __________________________ By: __________________________
Its: __________________________ Its: __________________________