Exhibit (6)(d)
SECOND AMENDMENT TO
AMENDED AND RESTATED DISTRIBUTION AGREEMENT
AMENDMENT made this 21st day of September, 2005, between BNY XXXXXXXX
FUNDS, INC., a Corporation organized under the laws of the State of Maryland
(the "Corporation"), and BNY XXXXXXXX DISTRIBUTORS, INC., a Delaware corporation
(the "Distributor") to that certain Amended and Restated Distribution Agreement
dated June 30, 2003, under which the Distributor performs distribution services
for the Corporation (as amended and in effect on the date hereof, the
"Agreement").
WHEREAS, under the Agreement, the Distributor is designated as the
Corporation's distributor and performs the distribution services for the
Corporation that are enumerated in the Agreement;
WHEREAS, the Agreement provides that the Corporation has adopted a Plan of
Distribution pursuant to Rule 12b-1 in respect of certain classes of shares of
each series of the Corporation set forth in Schedule A to the Agreement;
WHEREAS, the Corporation has added new classes of shares.
NOW THEREFORE, the Corporation and Distributor agree to replace the third
WHEREAS clause in the Agreement with the following:
"WHEREAS, the Corporation has adopted a Plan of Distribution pursuant to
Rule 12b-1 in respect of the Class A Shares, Class C Shares, Investor Class,
Classic Class or Retail Class of shares of each Series, as applicable, under the
1940 Act (a "12b-1 Plan"), and each Series may elect to make payments to the
Distributor pursuant to such 12b-1 Plan; and"
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the
day and year first above written.
BNY XXXXXXXX DISTRIBUTORS, INC.
By:
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BNY XXXXXXXX FUNDS, INC.
By:
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