EX99e-2
AMENDMENT
UNDERWRITING AGREEMENT DATED 01 JULY 1997 Xxxxxxx Plan and
Xxxxxxx Partners, Ltd.
This Amendment dated 24 February 2004, by and between the Xxxxxxx Plan (the
"Trust"), a Delaware business trust operating as a registered investment company
under the Investment Company Act of 1940, as amended, duly organized and
existing under the laws of the State of Delaware and Xxxxxxx Partners, Ltd. (the
"Investment Adviser") a Florida limited partnership and a member in good
standing of the National Association of Securities Dealers, (collectively the
"Parties").
The Trust's Board of Trustees (the "Board"), including a majority of the
Trustees who are not interested persons of the Trust and who have no direct or
indirect financial interest in the operation of the Trust (the "non-interested
Trustees"), have by unanimous vote, elected to introduce a new Series in the
Trust, which new Series will be the Patriot Fund (the "Fund"). Having considered
past distribution success, the existing relationship between the Trust and the
distributor, the costs of distribution, and other considerations, the Board
further determined that it is prudent and in the best interests of the Trust to
employ Xxxxxxx Partners, Ltd., the distributor/underwriter of the other Series
offered by the Trust, as the distributor/underwriter of the new Series.
Pursuant to Section 11 of the Agreement, the Agreement is hereby amended as
follows, however all other terms and conditions contained therein shall remain
in full force and effect:
1. Schedule "B": Schedule "B:" is hereby amended to include the following:
a. Xxxxxxx Plan Patriot Fund
2. Effective Date. The Effective Date of this Amendment is February 27, 2004.
Acknowledged this 27th day of February, 2004 by
Xxxxxxx Plan Xxxxxxx Partners, Ltd.
By: __________________________ By: __________________________
Its: __________________________ Its: __________________________