FIRST AMENDMENT TO DISTRIBUTION AGREEMENT

FIRST AMENDMENT TO DISTRIBUTION AGREEMENT

This First Amendment (“Amendment”) dated as of June 2, 2016 (the “Effective Date”) is made to the Distribution Agreement dated June 1, 2016 (the “Agreement”) by and between Xxxxxxx Investment Company, a Massachusetts business trust (“Investment Company”), and Xxxxxxx Financial Services, Inc., a Washington corporation (“Distributor”).

WHEREAS, on the Effective Date, the Distributor converted its legal organization from a Washington corporation to a Washington limited liability company and changed its name to “Xxxxxxx Investments Financial Services, LLC” (the “Conversion”);

WHEREAS, the Conversion does not result in an “assignment” of the Agreement under the Investment Company Act of 1940, as amended; and

WHEREAS, the Trust and the Distributor desire to amend the Agreement to reflect the Conversion;

NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter contained, the parties hereby agree to amend the Agreement, pursuant to the terms thereof, as follows:

1. All references in the Agreement to “Xxxxxxx Financial Services, Inc.” are changed to “Xxxxxxx Investments Financial Services, LLC.” All references in the Agreement to the Distributor’s legal organization as a “Washington corporation” are changed to a “Washington limited liability company.”

2. Except as expressly amended by this Amendment, the provisions of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to the Distribution Agreement to be executed in its name and behalf by its duly authorized representative as of the date first written above.

XXXXXXX INVESTMENT COMPANY						XXXXXXX INVESTMENTS FINANCIAL SERVICES, LLC
By:		/s/ Xxxx Xxxxxxx				By:		/s/ Xxxxxx Xxxxxxxxx
Name:		Xxxx Xxxxxxx				Name:		Xxxxxx Xxxxxxxxx
Title:		Treasurer				Title:		President and Chief Executive Officer

Amend. No. 1 – RIC Distribution Agreement