EXHIBIT 5(a.1)
THE XXXXXXX FUNDS, INC.
AMENDMENT NO. 1 TO
DISTRIBUTION AND SERVICES AGREEMENT
This Amendment No. 1 to Distribution and Services Agreement
("Amendment No. 1") is made as of the ___ day of May, 2002 between The Xxxxxxx
Funds, Inc., a Maryland corporation (the "Company"), and Xxxxxxx & Company,
Inc., a Delaware corporation (the "Distributor").
W I T N E S S E T H :
WHEREAS, the Company is registered under the Investment
Company Act of 1940, as amended (the "1940 Act"), as a series, open-end
management investment company;
WHEREAS, the Company and the Distributor entered into an
agreement with each other, dated as of August 29, 2001 (the "Original
Agreement"), with respect to the continuous offering of shares (the "Shares") of
the Company's portfolios, as are listed on Exhibit A thereto, as such Exhibit A
may from time to time be amended; and
WHEREAS, the Company and the Distributor wish to amend the
Original Agreement to provide for the addition of Xxxxxxx Small Cap Growth Fund
to the list of portfolios on Exhibit A for which the Distributor will provide
distribution services.
NOW, THEREFORE, in connection of the premises and the mutual
convenants contained herein and intending to be legally bound hereby, the
parties hereto agree as follows:
1. Amendment of Exhibit A. Exhibit A to the Original Agreement is hereby
amended and restated in its entirety to read in the form attached
hereto as Exhibit A.
2. Miscellaneous.
(a) Governing Law. This Amendment No. 1 shall be governed by the
laws of the State of New York without regard to conflicts of
laws principles thereof.
EXHIBIT 5(a.1)
(b) Successors and Assigns. This Amendment No. 1 shall be binding
upon and inure to the benefit of the parties hereto and their
respective successors and assigns as permitted in the Original
Agreement.
(c) Counterpart Signatures. This Amendment No. 1 may be executed
in counterpart and by facsimile signature, each counterpart
being deemed an original, but which when take together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment No. 1 as of the date and year first above written.
THE XXXXXXX FUNDS, INC.
By: _________________________________
Name:
Title:
XXXXXXX & COMPANY, INC.
By: ________________________________
Name:
Title:
EXHIBIT 5(a.1)
EXHIBIT A
XXXXXXX AGGRESSIVE GROWTH FUND
XXXXXXX SMALL CAP GROWTH FUND
