AMENDMENT TO EXPENSE LIMITATION AGREEMENT
AMENDMENT TO EXPENSE LIMITATION AGREEMENT (the "Amendment"), effective
as of February 11, 2003, by and between Xxxxxxx Xxxxx & Company, L.L.C., an
Illinois limited liability company (the "Advisor") and Xxxxxxx Xxxxx Funds (the
"Trust"), on behalf of the Xxxxxxx Xxxxx Institutional International Growth Fund
series of the Trust (the "Fund").
WHEREAS, the Trust and the Advisor have entered into an Expense
Limitation Agreement dated April 23, 2002 (the "Expense Limitation Agreement"),
which would otherwise terminate according to its terms on April 30, 2003; and
WHEREAS, the Trust and the Advisor desire to extend the Expense
Limitation Agreement for another year;
NOW THEREFORE, the parties hereto agree that Sections 1.1, 2 and 3 of
the Expense Limitation Agreement are hereby amended and restated to read as
follows:
"1.1 Applicable Expense Limit. To the extent that the
ordinary operating expenses incurred by the Fund in any fiscal year,
including but not limited to investment advisory fees of the Advisor,
but excluding interest, taxes, brokerage commissions, other
investment-related costs and extraordinary expenses, such as litigation
and other expenses not incurred in the ordinary course of the Fund's
business ("Fund Operating Expenses"), exceed the Operating Expense
Limit, as defined in Section 1.2 below, such excess amount (the "Excess
Amount") shall be the liability of the Advisor to the extent set forth
in this Agreement." and
"2. REIMBURSEMENT OF FEE WAIVERS AND EXPENSE REIMBURSEMENTS.
If on any day during which the Advisory Agreement is in effect,
the estimated annualized Fund Operating Expenses of the Fund for that
day are less than the Operating Expense Limit, the Advisor shall be
entitled to reimbursement by the Fund of the investment advisory fees
waived or reduced, and any other expense reimbursements or similar
payments remitted by the Advisor to the Fund pursuant to Section 1
hereof (the "Reimbursement Amount") since the Fund commenced operations,
to the extent that the Fund's annualized Operating Expenses plus the
amount so reimbursed equals, for such day, the Operating Expense Limit,
provided that such amount paid to the Advisor will in no event exceed
the total Reimbursement Amount and will not include any amounts
previously reimbursed." and
"3. TERM AND TERMINATION OF AGREEMENT.
The Agreement shall terminate either upon the earlier of
termination of the Advisory Agreement or on April 30, 2004. The
obligation of the Advisor under Section 1 of this Agreement and the
Trust under Section 2 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
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Name: Xxxxx Xxxxx
Title: President
XXXXXXX XXXXX & COMPANY, L.L.C.
By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
Title: Principal
