SECOND AMENDMENT TO DISTRIBUTION AGREEMENT

SECOND AMENDMENT TO

DISTRIBUTION AGREEMENT

This second amendment (“Amendment”) to the Distribution Agreement (the “Agreement”) dated as of September 30th, 2021 by and among Xxxxxxx Xxxxxxx Funds, Inc. (“Fund Company”), Xxxxxxx Loevner LP (“Adviser”) and Quasar Distributors, LLC (“Distributor”) is entered into as of September 28, 2022 (the “Effective Date”). Adviser is a party to the Agreement solely for purposes of Section 5 of the Agreement.

WHEREAS, Fund Company and Distributor (“Parties”) desire to amend the Agreement to reflect the addition of one Fund to Exhibit A; and

WHEREAS, Section 11(B) of the Agreement requires that all amendments and modifications to the Agreement be in writing and executed by the Parties;

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Capitalized terms not otherwise defined herein shall have the meanings set forth in Agreement.

2. Exhibit A of the Agreement is hereby deleted in its entirety and replaced by Exhibit A attached hereto which reflects the addition of the Xxxxxxx Xxxxxxx International Developed Markets Equity Portfolio.

3. Except as expressly amended hereby, all of the provisions of the Agreement shall remain unamended and in full force and effect to the same extent as if fully set forth herein.

4. This Amendment shall be governed by, and the provisions of this Amendment shall be construed and interpreted under and in accordance with, the laws of the State of New York.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed in their names and on their behalf by and through their duly authorized officers, as of the Effective Date.

XXXXXXX XXXXXXX FUNDS, INC.						QUASAR DISTRIBUTORS, LLC
By:		/s/ Xxxxxxx X. Xxxxxx				By:		/s/ Xxxxxx Xxxxx
		Xxxxxxx X. Xxxxxx, President						Xxxxxx Xxxxx, President

XXXXXXX XXXXXXX XX (solely with respect to Section 5)

By:		/s/ Xxxxx X. Xxxxxxx
		Xxxxx X. Xxxxxxx, President and Chief Executive Officer

EXHIBIT A

Fund Names

Separate Series of Xxxxxxx Xxxxxxx Funds, Inc.

		Name of Series		Date Added
		Global Equity Portfolio		January 1, 2008
		International Equity Portfolio		January 1, 2008
		International Small Companies Portfolio		January 1, 2008
		Emerging Markets Portfolio		January 1, 2008
		Frontier Emerging Markets Portfolio		May 23, 2008
		International Equity Research Portfolio		December 17, 2015
		Global Equity Research Portfolio		December 19, 2016
		Emerging Markets Research Portfolio		December 19, 2016
		Chinese Equity Portfolio		December 16, 2020
		Emerging Markets ex China Portfolio		July 29, 2022
		International Developed Markets Equity Portfolio		September 28, 2022