AMENDMENT NO. 4 TO THE DISTRIBUTION AGREEMENT
AGREEMENT made by and between Xxxxxxx X. Xxxxxxxxx & Co., LLC (the
"Distributor") and Xxxxxxx X. Xxxxxxxxx Fund, Inc. (the "Fund").
WHEREAS, the Distributor and the Fund are parties to a Distribution
Agreement dated October 2, 2000, as amended to date (the "Distribution
Agreement");
WHEREAS, effective on or about November 24, 2009, each of the Portfolios
to the Distribution Agreement: Overlay A Portfolio, Tax-Aware Overlay A
Portfolio, Overlay B Portfolio, Tax-Aware Overlay B Portfolio, Tax-Aware
Overlay C Portfolio and Tax-Aware Overlay N Portfolio (the "Portfolios") were
added as new series of the Fund, each initially consisting of two classes:
Class 1 and Class 2; and
NOW, THEREFORE, in consideration of the premises and covenants contained
herein, the Distributor and the Fund hereby agree as follows:
In accordance with Paragraph 11 of the Distribution Agreement, the
Distribution Agreement is hereby amended to apply to Class 1 and Class 2 of
each of the Portfolios.
IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf by its duly authorized representative as of the
24th day of November, 2009.
XXXXXXX X. XXXXXXXXX FUND, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
President
XXXXXXX X. XXXXXXXXX & CO, LLC.
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Chief Financial Officer
