Exhibit (e)(1)(d)
AMENDMENT NO. 3 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 December 19, 2003, the current shares of the
Tax-Managed International Portfolio will be redesignated as the Tax-Managed
International Class and the current shares of the International Portfolio will
be redesignated as the International Class; and
WHEREAS, the Distributor and the Fund desire to amend the Distribution
Agreement to clarify that, with respect to the Tax-Managed International
Portfolio, the Distribution Agreement applies only to the Tax-Managed
International Class of the Portfolio, and that with respect to the International
Portfolio, the Distribution Agreement applies only to the International Class of
the Portfolio;
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, with respect
to the Tax-Managed International Portfolio, the Distribution Agreement applies
only to the Tax-Managed International Class of the Portfolio, and with respect
to the International Portfolio, the Distribution Agreement applies only to the
International Class of the Portfolio.
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
16th day of December, 2003.
XXXXXXX X. XXXXXXXXX FUND, INC.
By: /s/ Xxxxxxxxx Xxxxx
_____________________________
Name: Xxxxxxxxx Xxxxx
Title: Assistant Secretary
XXXXXXX X. XXXXXXXXX & CO., LLC
By: /s/ Xxxxxxxxx Xxxxx
_____________________________
Name: Xxxxxx X. Xxxxxxxxx
Title: Chief Financial Officer
