Exhibit 9(viii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
AMENDMENT NO. 2
ADMINISTRATIVE SERVICES AGREEMENT
BETWEEN
XXXXXXXX FUNDS, INC.
AND
FEDERATED ADMINISTRATIVE SERVICES
This Amendment No. 2 to Administrative Services Agreement is
made and entered into as of January 27, 1997 by and between Xxxxxxxx
Funds, Inc., a Wisconsin corporation (the "Corporation") and Federated
Administrative Services, a Delaware business trust ("FAS").
WHEREAS, the Corporation and FAS entered into an
Administrative Services Agreement dated October 1, 1992, and was
amended by Amendment No. 1 on September 1, 1996 (as amended, referred
to herein as the "Agreement");
WHEREAS, the Corporation and FAS desire to amend the Agreement in
certain respects;
NOW THEREFORE, the parties intending to be legally bound
agree as follows:
1. Paragraph 4 of the Agreement is amended by deleting the paragraph
immediately following the administrative fee table, and replacing it with the
following:
Notwithstanding the foregoing table, with respect to
the Administrative Services provided to any portfolio
declared effective by the Securities and Exchange Commission
after August 1, 1996 ("New Portfolio"), the Corporation
hereby agrees to pay, and FAS hereby agrees to accept as full
compensation for its services rendered to any New Portfolio,
an administrative fee equal to .12 of 1% of each such New
Portfolio's average daily net assets, payable daily.
2. Paragraph 6(a) of the Agreement are amended by deleting the
paragraphs in their entirety and inserting in lieu thereof the following:
6. DURATION AND TERMINATION.
(a) This Agreement shall be effective on the date
hereof and shall continue through December 31, 1999.
3. The Corporation and FAS hereby ratify and confirm all the terms,
conditions and provisions of the Administrative Services Agreement, as
herein amended, as remaining in full force and effect.
WITNESS the above due execution hereof as of the day and year
first written above.
XXXXXXXX FUNDS, INC. FEDERATED ADMINSTRATIVE SERVICES
By: /S/ XXXXXX X. XXXXX By: /S/ XXXXX X. XXXXXXX
Vice President Vice President