Distribution Agreement
THIS AGREEMENT is made and entered into as of this 12th day of March, 2001,
by and among The Xxxxxx Portfolio, Inc., an Oregon corporation (the
"Corporation"), Xxxxxx Investment Management, Inc., an Oregon corporation (the
"Adviser") and Quasar Distributors, LLC, a Delaware limited liability company
("Distributor").
WHEREAS, the Corporation is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end management investment company,
and is authorized to issue shares of common stock ("Shares") in the Xxxxxx
Portfolio (the "Fund");
WHEREAS, the Adviser is duly registered under the Investment Advisers Act
of 1940, as amended, and any applicable state securities laws, as an investment
adviser;
WHEREAS, the Corporation desires to retain the Distributor as principal
underwriter in connection with the offering and sale of Shares of the Fund;
WHEREAS, the Distributor is registered as a broker-dealer under the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and is a member of
the National Association of Securities Dealers, Inc. (the "NASD");
WHEREAS, this Agreement has been approved by a vote of the Corporation's
board of directors ("Board") and its disinterested directors in conformity with
Section 15(c) of the 1940 Act; and
WHEREAS, the Distributor is willing to act as principal underwriter for the
Corporation on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, and other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereto, intending to be legally bound,
do hereby agree as follows:
1. Appointment of the Distributor.
The Corporation hereby appoints the Distributor as its agent for the sale
and distribution of Shares of the Fund, subject to the terms and for the period
set forth in this Agreement. The Distributor hereby accepts such appointment and
agrees to act hereunder.
2. Services and Duties of the Distributor.
(a) The Distributor agrees to sell Shares of the Fund on a best efforts
basis as agent for the Corporation during the term of this Agreement, upon the
terms and at the current offering price (plus sales charge, if any) described in
the Prospectus. As used in this Agreement, the term "Prospectus" shall mean the
current prospectus, including the statement of additional information, as
amended or supplemented, relating to the Fund and included in the currently
effective registration statement or post-effective amendment thereto (the
"Registration Statement") of the Corporation under the Securities Act of 1933
(the "1933 Act") and the 0000 Xxx.
(b) During the continuous public offering of Shares of the Fund, the
Distributor will hold itself available to receive orders, satisfactory to the
Distributor, for the purchase of Shares of the Fund and will accept such orders
on behalf of the Corporation. Such purchase orders shall be deemed effective at
the time and in the manner set forth in the Prospectus.
(c) The Distributor, with the operational assistance of the Corporation's
transfer agent, shall make Shares available for sale and redemption through the
National Securities Clearing Corporation's Fund/SERV System.
(d) In connection with all matters relating to this Agreement, the
Distributor agrees to act in conformity with the Corporation's Articles of
Incorporation and By-Laws and with the instructions of the Board and to comply
with the requirements of the 1933 Act, the 1934 Act, the 1940 Act, the
regulations of the NASD and all other applicable federal or state laws and
regulations. The Distributor acknowledges and agrees that it is not authorized
to provide any information or make any representations other than as contained
in the Prospectus and any sales literature specifically approved by the
Corporation and the Distributor.
(e) The Distributor agrees to cooperate with the Corporation in the
development of all proposed advertisements and sales literature relating to the
Fund. The Distributor agrees to review all proposed advertisements and sales
literature for compliance with applicable laws and regulations, and shall file
with appropriate regulators those advertisements and sales literature it
believes are in compliance with such laws and regulations. The Distributor
agrees to furnish to the Corporation any comments provided by regulators with
respect to such materials and to use its best efforts to obtain the approval of
the regulators to such materials.
(f) The Distributor at its sole discretion may repurchase Shares offered
for sale by shareholders of the Fund. Repurchase of Shares by the Distributor
shall be at the price determined in accordance with, and in the manner set forth
in, the current Prospectus. At the end of each business day, the Distributor
shall notify, by any appropriate means, the Corporation and its transfer agent
of the orders for repurchase of Shares received by the Distributor since the
last report, the amount to be paid for such Shares, and the identity of the
shareholders offering Shares for repurchase. The Corporation reserves the right
to suspend such repurchase right upon written notice to the Distributor. The
Distributor further agrees to act as agent for the Corporation to receive and
transmit promptly to the Corporation's transfer agent shareholder requests for
redemption of Shares.
(g) The Distributor may, in its discretion, enter into agreements with such
qualified broker-dealers as it may select, in order that such broker-dealers
also may sell Shares of the Fund. The form of any dealer agreement shall be
mutually agreed upon and approved by the Corporation and the Distributor. The
Distributor may pay a portion of any applicable sales charge, or allow a
discount, to a selling broker-dealer, as described in the Prospectus or, if not
described, as agreed upon with the broker-dealer. The Distributor shall include
in the forms of agreement with selling broker-dealers a provision for the
forfeiture by them of their sales charge or discount with respect to Shares sold
by them and redeemed, repurchased or tendered for redemption within seven
business days after the date of confirmation of such purchases.
(h) The Distributor shall devote its best efforts to effect sales of Shares
of the Fund but shall not be obligated to sell any certain number of Shares.
(i) The Distributor shall prepare reports for the Board regarding its
activities under this Agreement as from time to time shall be reasonably
requested by the Board, including regarding use of 12b-1 payments.
(j) The services furnished by the Distributor hereunder are not to be
deemed exclusive and the Distributor shall be free to furnish similar services
to others so long as its services under this Agreement are not impaired thereby.
The Corporation recognizes that from time to time officers and employees of the
Distributor may serve as directors, trustees, officers and employees of other
entities (including investment companies), that such other entities may include
the name of the Distributor as part of their name and that the Distributor or
its affiliates may enter into distribution, administration, fund accounting,
transfer agent or other agreements with such other entities.
3. Duties and Representations of the Corporation.
(a) The Corporation represents that it is duly organized and in good
standing under the law of its jurisdiction of incorporation and registered as an
open-end management investment company under the 1940 Act. The Corporation
agrees that it will act in material conformity with its Articles of
Incorporation, By-Laws, its Registration Statement as may be amended from time
to time and resolutions and other instructions of its Board. The Corporation
agrees to comply in all material respects with the 1933 Act, the 1940 Act, and
all other applicable federal and state laws and regulations. The Corporation
represents and warrants that this Agreement has been duly authorized by all
necessary action by the Corporation under the 1940 Act, state law and the
Corporation's Articles of Incorporation and By-Laws.
(b) The Corporation shall take or cause to be taken all necessary action to
register Shares of the Fund under the 1933 Act and to maintain an effective
Registration Statement for such Shares in order to permit the sale of Shares as
herein contemplated. The Corporation authorizes the Distributor to use the
Prospectus, in the form furnished to the Distributor from time to time, in
connection with the sale of Shares.
(c) The Corporation represents and agrees that all Shares to be sold by it,
including those offered under this Agreement, are validly authorized and, when
issued in accordance with the description in the Prospectus, will be fully paid
and nonassessable. The Corporation further agrees that it shall have the right
to suspend the sale of Shares of any Fund at any time in response to conditions
in the securities markets or otherwise, and to suspend the redemption of Shares
of any Fund at any time permitted by the 1940 Act or the rules of the Securities
and Exchange Commission ("SEC"). The Corporation shall advise the Distributor
promptly of any such determination.
(d) The Corporation agrees to advise the Distributor promptly in writing:
(i) of any correspondence or other communication by the SEC or its
staff relating to the Fund, including requests by the SEC for amendments to
the Registration Statement or Prospectus;
(ii) in the event of the issuance by the SEC of any stop-order
suspending the effectiveness of the Registration Statement then in effect
or the initiation of any proceeding for that purpose;
(iii) of the happening of any event which makes untrue any statement
of a material fact made in the Prospectus or which requires the making of a
change in such Prospectus in order to make the statements therein not
misleading; and
(iv) of all actions taken by the SEC with respect to any amendments to
any Registration Statement or Prospectus which may from time to time be
filed with the SEC.
(e) The Corporation shall file such reports and other documents as may be
required under applicable federal and state laws and regulations. The
Corporation shall notify the Distributor in writing of the states in which the
Shares may be sold and shall notify the Distributor in writing of any changes to
such information.
(f) The Corporation agrees to file from time to time such amendments to its
Registration Statement and Prospectus as may be necessary in order that its
Registration Statement and Prospectus will not contain any untrue statement of
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading.
(g) The Corporation shall fully cooperate in the efforts of the Distributor
to sell and arrange for the sale of Shares and shall make available to the
Distributor a statement of each computation of net asset value. In addition, the
Corporation shall keep the Distributor fully informed of its affairs and shall
provide to the Distributor from time to time copies of all information,
financial statements, and other papers that the Distributor may reasonably
request for use in connection with the distribution of Shares, including,
without limitation, certified copies of any financial statements prepared for
the Corporation by its independent public accountants and such reasonable number
of copies of the most current Prospectus, statement of additional information
and annual and interim reports to shareholders as the Distributor may request.
The Corporation shall forward a copy of any SEC filings, including the
Registration Statement, to the Distributor within one business day of any such
filings. The Corporation represents that it will not use or authorize the use of
any advertising or sales material unless and until such materials have been
approved and authorized for use by the Distributor.
(h) The Corporation represents and warrants that its Registration Statement
and any advertisements and sales literature of the Corporation (excluding
statements relating to the Distributor and the services it provides that are
based upon written information furnished by the Distributor expressly for
inclusion therein) shall not contain any untrue statement of material fact or
omit to state any material fact required to be stated therein or necessary to
make the statements therein not misleading, and that all statements or
information furnished to the Distributor pursuant to this Agreement shall be
true and correct in all material respects.
4. Compensation.
As compensation for the services performed and the expenses assumed by
Distributor under this Agreement including, but not limited to, any commissions
paid for sales of Shares, Distributor shall be entitled to the fees and expenses
set forth in Schedule B to this Agreement which are payable promptly after the
last day of each month. Such fees shall be paid to Distributor by the
Corporation pursuant to its Rule 12b-1 plan or, if Rule 12b-1 payments are not
sufficient to pay such fees and expenses, or if the Rule 12b-1 plan is
discontinued, or if the Fund's sponsor, the Adviser, otherwise determines that
Rule 12b-1 fees shall not, in whole or in part, be used to pay Distributor, the
Adviser shall be responsible for the payment of the amount of such fees not
covered by Rule 12b-1 payments.
5. Expenses.
(a) The Corporation shall bear all costs and expenses in connection with
registration of the Shares with the SEC and related compliance with state
securities laws, as well as all costs and expenses in connection with the
offering of the Shares and communications with shareholders of its Fund,
including but not limited to (i) fees and disbursements of its counsel and
independent public accountants; (ii) costs and expenses of the preparation,
filing, printing and mailing of Registration Statements and Prospectuses and
amendments thereto, as well as related advertising and sales literature, (iii)
costs and expenses of the preparation, printing and mailing of annual and
interim reports, proxy materials and other communications to shareholders of the
Fund; and (iv) fees required in connection with the offer and sale of Shares in
such jurisdictions as shall be selected by the Corporation pursuant to Section
3(e) hereof.
(b) The Distributor shall bear the expenses of registration or
qualification of the Distributor as a dealer or broker under federal or state
laws and the expenses of continuing such registration or qualification. The
Distributor does not assume responsibility for any expenses not expressly
assumed hereunder.
6. Indemnification.
(a) The Corporation shall indemnify, defend and hold the Distributor, and
each of its present or former members, officers, employees, representatives and
any person who controls or previously controlled the Distributor within the
meaning of Section 15 of the 1933 Act, free and harmless from and against any
and all losses, claims, demands, liabilities, damages and expenses (including
the costs of investigating or defending any alleged losses, claims, demands,
liabilities, damages or expenses and any reasonable counsel fee incurred in
connection therewith) which the Distributor, each of its present and former
members, officers, employees or representatives or any such controlling person,
may incur under the 1933 Act, the 1934 Act, any other statute (including Blue
Sky laws) or any rule or regulation thereunder, or under common law or
otherwise, arising out of or based upon any untrue statement, or alleged untrue
statement of a material fact contained in the Registration Statement or any
Prospectus, as from time to time amended or supplemented, or in any annual or
interim report to shareholders, or in any advertisement or sales literature, or
arising out of or based upon any omission, or alleged omission, to state therein
a material fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, that the Corporation's
obligation to indemnify the Distributor and any of the foregoing indemnitees
shall not be deemed to cover any losses, claims, demands, liabilities, damages
or expenses arising out of any untrue statement or alleged untrue statement or
omission or alleged omission made in the Registration Statement, Prospectus,
annual or interim report, or any such advertisement or sales literature in
reliance upon and in conformity with information relating to the Distributor and
furnished to the Corporation or its counsel by the Distributor in writing and
acknowledging the purpose of its use for the purpose of, and used in, the
preparation thereof. The Corporation's agreement to indemnify the Distributor,
and any of the foregoing indemnitees, as the case may be, with respect to any
action, is expressly conditioned upon the Corporation being notified of such
action brought against the Distributor, or any of the foregoing indemnitees,
within a reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon the
Distributor, or such person, unless the failure to give notice does not
prejudice the Corporation. Such notification shall be given by letter or by
telegram addressed to the Corporation's President, but the failure so to notify
the Corporation of any such action shall not relieve the Corporation from any
liability which the Corporation may have to the person against whom such action
is brought by reason of any such untrue, or alleged untrue, statement or
omission, or alleged omission, otherwise than on account of the Corporation's
indemnity agreement contained in this Section 6(a).
(b) The Corporation shall be entitled to participate at its own expense in
the defense or, if it so elects, to assume the defense of any suit brought to
enforce any such loss, claim, demand, liability, damage or expense, but if the
Corporation elects to assume the defense, such defense shall be conducted by
counsel chosen by the Corporation and approved by the Distributor, which
approval shall not be unreasonably withheld. In the event the Corporation elects
to assume the defense of any such suit and retain such counsel, the indemnified
defendant or defendants in such suit shall bear the fees and expenses of any
additional counsel retained by them. If the Corporation does not elect to assume
the defense of any such suit, or in case the Distributor does not, in the
exercise of reasonable judgment, approve of counsel chosen by the Corporation
or, if under prevailing law or legal codes of ethics, the same counsel cannot
effectively represent the interests of both the Corporation and the Distributor,
and each of its present or former members, officers, employees, representatives
or any controlling person, the Corporation will reimburse the indemnified person
or persons named as defendant or defendants in such suit, for the fees and
expenses of any counsel retained by Distributor and them. The Corporation's
indemnification agreement contained in Sections 6(a) and 6(b) shall remain
operative and in full force and effect regardless of any investigation made by
or on behalf of the Distributor, and each of its present or former members,
officers, employees, representatives or any controlling person, and shall
survive the delivery of any Shares and the termination of this Agreement. This
agreement of indemnity will inure exclusively to the Distributor's benefit, to
the benefit of each of its present or former members, officers, employees or
representatives or to the benefit of any controlling persons and their
successors. The Corporation agrees promptly to notify the Distributor of the
commencement of any litigation or proceedings against the Corporation or any of
its officers or directors in connection with the issue and sale of any of the
Shares.
(c) The Corporation shall advance attorney's fees and other expenses
incurred by any person in defending any claim, demand, action or suit which is
the subject of a claim for indemnification pursuant to this Section 6 to the
maximum extent permissible under applicable law.
(d) The Distributor shall indemnify, defend and hold the Corporation, and
each of its present or former directors, officers, employees, representatives,
and any person who controls or previously controlled the Corporation within the
meaning of Section 15 of the 1933 Act, free and harmless from and against any
and all losses, claims, demands, liabilities, damages and expenses (including
the costs of investigation or defending any alleged losses, claims, demands,
liabilities, damages or expenses, and any reasonable counsel fee incurred in
connection therewith) which the Corporation, and each of its present or former
directors, officers, employees, representatives, or any such controlling person,
may incur under the 1933 Act, the 1934 Act, any other statute (including Blue
Sky laws) or any rule or regulation thereunder, or under common law or
otherwise, arising out of or based upon any untrue, or alleged untrue, statement
of a material fact contained in the Corporation's Registration Statement or any
Prospectus, as from time to time amended or supplemented, or arising out of or
based upon the omission, or alleged omission, to state therein a material fact
required to be stated therein or necessary to make the statement not misleading,
but only if such statement or omission was made in reliance upon, and in
conformity with, written information relating to the Distributor and furnished
to the Corporation or its counsel by the Distributor for the purpose of, and
used in, the preparation thereof. The Distributor's agreement to indemnify the
Corporation, and any of the foregoing indemnitees, is expressly conditioned upon
the Distributor's being notified of any action brought against the Corporation,
and any of the foregoing indemnitees, such notification to be given by letter or
telegram addressed to the Distributor's President, within a reasonable time
after the summons or other first legal process giving information of the nature
of the claim shall have been served upon the Corporation or such person unless
the failure to give notice does not prejudice the Distributor, but the failure
so to notify the Distributor of any such action shall not relieve the
Distributor from any liability which the Distributor may have to the person
against whom such action is brought by reason of any such untrue, or alleged
untrue, statement or omission, otherwise than on account of the Distributor's
indemnity agreement contained in this Section 6(d).
(e) The Distributor shall be entitled to participate at its own expense in
the defense or, if it so elects, to assume the defense of any suit brought to
enforce any such loss, claim, demand, liability, damage or expense, but if the
Distributor elects to assume the defense, such defense shall be conducted by
counsel chosen by the Distributor and approved by the Corporation, which
approval shall not be unreasonably withheld. In the event the Distributor elects
to assume the defense of any such suit and retain such counsel, the indemnified
defendant or defendants in such suit shall bear the fees and expenses of any
additional counsel retained by them. If the Distributor does not elect to assume
the defense of any such suit, or in case the Corporation does not, in the
exercise of reasonable judgment, approve of counsel chosen by the Distributor
or, if under prevailing law or legal codes of ethics, the same counsel cannot
effectively represent the interests of both the Corporation and the Distributor,
and each of its present or former members, officers, employees, representatives
or any controlling person, the Distributor will reimburse the indemnified person
or persons named as defendant or defendants in such suit, for the fees and
expenses of any counsel retained by the Corporation and them. The Distributor's
indemnification agreement contained in Sections 6(d) and (e) shall remain
operative and in full force and effect regardless of any investigation made by
or on behalf of the Corporation, and each of its present or former directors,
officers, employees, representatives or any controlling person, and shall
survive the delivery of any Shares and the termination of this Agreement. This
Agreement of indemnity will inure exclusively to the Corporation's benefit, to
the benefit of each of its present or former directors, officers, employees or
representatives or to the benefit of any controlling persons and their
successors. The Distributor agrees promptly to notify the Corporation of the
commencement of any litigation or proceedings against the Distributor or any of
its officers or directors in connection with the issue and sale of any of the
Shares.
(f) No person shall be obligated to provide indemnification under this
Section 6 if such indemnification would be impermissible under the 1940 Act, the
1933 Act, the 1934 Act or the rules of the NASD; provided, however, in such
event indemnification shall be provided under this Section 6 to the maximum
extent so permissible.
7. Obligations of the Corporation.
This Agreement is executed by and on behalf of the Corporation and the
obligations of the Corporation hereunder are not binding upon any of the
directors, officers or shareholders of the Corporation individually but are
binding only upon the Corporation and with respect to the Fund to which such
obligations pertain.
8. Counterparts.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original agreement but all of which counterparts shall
together constitute but one and the same instrument.
9. Governing Law.
This Agreement shall be construed in accordance with the laws of the State
of Wisconsin, without regard to conflicts of law principles. To the extent that
the applicable laws of the State of Wisconsin, or any of the provisions herein,
conflict with the applicable provisions of the 1940 Act, the latter shall
control, and nothing herein shall be construed in a manner inconsistent with the
1940 Act or any rule or order of the SEC thereunder.
10. Duration and Termination.
(a) This Agreement shall become effective with respect to each Fund listed
on Schedule A hereof as of the date hereof and, with respect to each Fund not in
existence on that date, on the date an amendment to Schedule A to this Agreement
relating to that Fund is executed. Unless sooner terminated as provided herein,
this Agreement shall continue in effect for one year from the date hereof.
Thereafter, if not terminated, this Agreement shall continue automatically in
effect as to each Fund for successive one-year periods, provided such
continuance is specifically approved at least annually by (i) the Corporation's
Board or (ii) the vote of a "majority of the outstanding voting securities" of a
Fund, and provided that in either event the continuance is also approved by a
majority of the Corporation's Board who are not "interested persons" of any
party to this Agreement, by vote cast in person at a meeting called for the
purpose of voting on such approval.
(b) Notwithstanding the foregoing, this Agreement may be terminated,
without the payment of any penalty, with respect to a particular Fund (i)
through a failure to renew this Agreement at the end of a term, (ii) upon mutual
consent of the parties, or (iii) upon no less than 60 days' written notice, by
either the Corporation through a vote of a majority of the members of the Board
who are not "interested persons" of the Corporation and have no direct or
indirect financial interest in the operation of this Agreement or by vote of a
"majority of the outstanding voting securities" of a Fund, or by the
Distributor. The terms of this Agreement shall not be waived, altered, modified,
amended or supplemented in any manner whatsoever except by a written instrument
signed by the Distributor and the Corporation. If required under the 1940 Act,
any such amendment must be approved by the Corporation's Board, including a
majority of the Corporation's Board who are not "interested persons" of any
party to this Agreement, by vote cast in person at a meeting for the purpose of
voting on such amendment. In the event that such amendment affects the Adviser,
the written instrument shall also be signed by the Adviser. This Agreement will
automatically terminate in the event of its assignment.
11. Confidentiality.
The Distributor agrees on behalf of its employees to treat all records
relative to the Corporation and prior, present or potential shareholders of the
Corporation as confidential, and not to use such records for any purpose other
than performance of the Distributor's responsibilities and duties under this
Agreement, except after notification and prior approval by the Corporation,
which approval shall not be unreasonably withheld, and may not be withheld where
the Distributor may be exposed to civil or criminal proceedings for failure to
comply, when requested to divulge such information by duly constituted
authorities, when subject to governmental or regulatory audit or investigation,
or when so requested by the Corporation. Records and information which have
become known to the public through no wrongful act of the Distributor or any of
its employees, agents or representatives shall not be subject to this paragraph.
12. Miscellaneous.
The captions in this Agreement are included for convenience of reference
only and in no way define or delimit any of the provisions hereof or otherwise
affect their construction or effect. Any provision of this Agreement which may
be determined by competent authority to be prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors. As used in this
Agreement, the terms "majority of the outstanding voting securities,"
"interested person," and "assignment" shall have the same meaning as such terms
have in the 1940 Act.
13. Notice.
Any notice required or permitted to be given by any party to the others
shall be in writing and shall be deemed to have been given on the date delivered
personally or by courier service or 3 days after sent by registered or certified
mail, postage prepaid, return receipt requested or on the date sent and
confirmed received by facsimile transmission to the other parties' respective
addresses set forth below:
Notice to the Distributor shall be sent to:
Quasar Distributors, LLC
Attn: President
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
notice to the Corporation shall be sent to:
The Xxxxxx Portfolio, Inc.
0000 Xxxxxxx Xxxxxx
0000 XX Xxxxx Xxxxxx
Xxxxxxxx, XX 00000-0000
notice to the Adviser shall be sent to:
Xxxxxx Investment Management, Inc.
0000 Xxxxxxx Xxxxxx
0000 XX Xxxxx Xxxxxx
Xxxxxxxx, XX 00000-0000
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated as of the day and year first above
written.
The Xxxxxx Portfolio, Inc. Quasar Distributors, LLC
By: Xxx X. Xxxxxx By: Xxxxx Schonike
-------------- --------------------------
Xxxxx Xxxxxxxxx, President
Title: Chairman
Xxxxxx Investment Management, Inc.
By: Xxxx Xxxxxx
--------------
Title: Secretary
-----------
SCHEDULE A
to the
DISTRIBUTION AGREEMENT
by and among
The Xxxxxx Portfolio, Inc.
Xxxxxx Management, Inc.
and
Quasar Distributors, LLC
Name(s) of Funds
The Xxxxxx Portfolio, Inc.
SCHEDULE B
to the
DISTRIBUTION AGREEMENT
by and among
The Xxxxxx Portfolio, Inc.
Xxxxxx Management, Inc.
and
Quasar Distributors, LLC
Fees
Basic Distribution Services
Year One:
o Fee at the annual rate of .01 of 1% (one basis point) of the Fund's average
daily net assets, payable monthly in arrears
o Minimum annual fee: first class or series -- $5,000; each additional class
or series -- $3,000
Year Two:
o Fee at the annual rate of .01 of 1% (one basis point) of the Fund's average
daily net assets; payable monthly in arrears
o Minimum annual fee: first class or series -- $10,000; each additional class
or series -- $3,000
Year Three and beyond:
o Fee at the annual rate of .015 of 1% (one and a half basis points) of the
Fund's average daily net assets; payable monthly in arrears
o Minimum annual fee: first class or series -- $15,000; each additional class
or series -- $3,000
Advertising Compliance Review/NASD Filings
o $150 per job for the first 10 pages (minutes if tape or video); $20 per
page (minutes if tape or video) thereafter
o NASDR Expedited Service for 3 day turnaround:
o $1000 for the first 10 pages (minutes if audio or video) $25 per page
(minutes if audio or video) thereafter (Comments are faxed. NASDR may not
accept expedited request.)
Licensing of Investment Advisor's Staff (if desired)
o $900 per year per Series 7 representative
o All associated NASD and State fees for Registered Representatives,
including license and renewal fees.
Out-of-Pocket Expenses
Reasonable out-of-pocket expenses incurred by the Distributor in connection with
activities primarily intended to result in the sale of Shares, including,
without limitation:
o typesetting, printing and distribution of Prospectuses and shareholder
reports
o production, printing, distribution and placement of advertising and sales
literature and materials
o engagement of designers, free-xxxxx writers and public relations firms
o long-distance telephone lines, services and charges
o postage
o overnight delivery charges
o NASD filing fees
o record retention
o travel, lodging and meals
