Ex. 28(h)(3)
FEE WAIVER AGREEMENT
This Fee Waiver Agreement (the "Agreement") is made as of the 1st day of
March, 2010 between Xxxxxx Fund, Inc., a Nevada corporation (the "Fund") and
Xxxxxx Financial Services Corp., a Massachusetts corporation (the "Adviser").
WHEREAS, the Adviser has entered into an Investment Advisory Agreement
with the Fund dated May 19, 1994 (the "Advisory Agreement"), pursuant to which
the Adviser provides investment advisory services to the Fund, and for which it
is compensated based on the average daily net assets of the Fund; and
WHEREAS, the Fund and the Adviser have determined that it is appropriate
and in the best interests of the Fund and its shareholders to have the Adviser
waive a portion of its fee due under the Advisory Agreement as set forth below.
NOW, THEREFORE, the parties hereto agree as follows:
1. Fee Waiver by the Adviser. The Adviser agrees to waive a portion of
its fee in the amount of $60,000 per year, such waiver being
non-recoverable.
2. Assignment. No assignment of this Agreement shall be made by the
Adviser without the prior consent of the Fund.
3. Duration and Termination. This Agreement shall be effective for the
period from March 1, 2012 through February 28, 2012, and shall
continue in effect from year to year thereafter only upon mutual
agreement of the Fund and the Adviser. This Agreement shall
automatically terminate upon the termination of the Advisory
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first-above written,
XXXXXX FUND, INC XXXXXX FINANCIAL SERVICES CORP.
By: /s/ Xxxxxx Xxxxxx By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx
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Title: CEO Title: CEO
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