AMENDMENT NUMBER ONE TO
THE XXXXXXXX FUND, INC.
AGREEMENT PURSUANT TO PLAN OF DISTRIBUTION
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WHEREAS, Article III, Section 26 of the Rules of Fair Practice of the
National Association of Securities Dealers has been amended to provide in
subsection (d)(2)(E) that members of the National Association of Securities
Dealers are prohibited from offering or selling the shares of a mutual fund that
has an asset-based sales charge in excess of .75% of its average annual net
assets and
WHEREAS, Rule 12b-1 fees have been defined by the NASD as "asset-based
sales charges,"
NOW, THEREFORE, the Agreement Pursuant to The Xxxxxxxx Fund, Inc. Plan of
Distribution is hereby amended as follows:
1. Paragraph 2 is hereby amended by deleting the reference to one percent
(1%) therein and substituting therefore seventy five hundredths of one percent
(.75%).
2. In all other respects the Agreement Pursuant to The Xxxxxxxx Fund, Inc.
Plan of Distribution is hereby confirmed, ratified and republished.
IN WITNESS WHEREOF, The Xxxxxxxx Fund has executed this Amendment One to
the Agreement Pursuant to The Xxxxxxxx Fund, Inc. Plan of Distribution on this
1st day of July, 1993.
THE XXXXXXXX FUND, INC.
BY: /s/ Xxxx X. Xxxxx
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XXXX X. XXXXX
President
