Exhibit H.II, 2
AMENDMENT TO EXPENSE LIMITATION AGREEMENT
AMENDMENT TO EXPENSE LIMITATION AGREEMENT (the "Amendment"), effective
as of February 13, 2001, by and between Xxxxxxx Xxxxx & Company, L.L.C., an
Illinois limited liability company (the "Adviser") and Xxxxxxx Xxxxx Funds (the
"Trust"), on behalf of the Xxxxxxx Xxxxx Value Discovery Fund series of the
Trust (the "Fund").
WHEREAS, the Trust and the Adviser have entered into an Expense
Limitation Agreement dated September 30, 1999 (the "Expense Limitation
Agreement"), and subsequently amended the Expense Limitation Agreement to extend
until April 30, 2001; and
WHEREAS, the Trust and the Adviser desire to extend the Expense
Limitation Agreement for another year; and
WHEREAS, the Trust and the Adviser desire to change the Operating
Expense Limit from 1.39% to 1.35% effective as of May 1, 2001;
NOW THEREFORE, the parties hereto agree that Section 1.2 and Section 2
of the Expense Limitation Agreement is hereby amended and restated to read as
follows:
"1.2 OPERATING EXPENSE LIMIT.
The Operating Expense Limit in any year with respect to the Fund
shall be 1.35% (annualized) of the average daily net assets of the
Fund for its Class I shares. For the Fund's Class A, B, C and N
shares, the Operating Expense Limit shall be 1.35% plus any
shareholder/distribution service fees under Rule 12b-1 under the 1940
Act and/or shareholder service fees as described in the then current
registration statement offering shares of the Fund." and
"2. TERM AND TERMINATION OF AGREEMENT.
The Agreement shall terminate either upon the termination of the
Advisory Agreement or on April 30, 2002. The obligation of the Adviser
under Section 1 of this Agreement shall survive the termination of the
Agreement solely as to expenses and obligations incurred prior to the
date of such termination."
IN WITNESS WHEREOF, the parties have caused this Agreement to be
signed by their respective officers thereunto duly authorized and their
respective corporate seals to be hereunto affixed, as of the day and year first
above written.
XXXXXXX XXXXX FUNDS
By: /s/ Xxxxx Xxxxx
-----------------------------
Name: Xxxxx Xxxxx
Title: President
XXXXXXX XXXXX & COMPANY, L.L.C.
By: /s/ F. Xxxxxx Xxxxxxx
-----------------------------
Name: F. Xxxxxx Xxxxxxx
Title: Chairman
