ADDENDUM NO. 1 TO
SELECTED DEALER AGREEMENT
THIS ADDENDUM, dated as of July 13, 2007, is entered into by and between
Xxxxxx Xxxxxxx & Co. Incorporated ("Dealer") and Xxxxxx Xxxxxxx Distributors
Inc. ("Distributor"). This Addendum supplements the Selected Dealer Agreement
currently in effect between the parties (the "Agreement"). Capitalized terms
used, but not defined, herein shall have the same meanings as ascribed to them
in the Agreement.
WITNESSETH:
WHEREAS, the Agreement, dated as of April 1, 2005, was originally entered
into by and between Xxxxxx Xxxxxxx XX Inc. ("MSDW Inc.") and Distributor;
WHEREAS, on April 1, 2007, Dealer assumed all rights, powers, duties,
responsibilities and obligations of MSDW Inc. under the Agreement following the
merger of MSDW Inc. into Dealer;
WHEREAS, Distributor serves as the principal underwriter/distributor of the
Xxxxxx Xxxxxxx group of retail open-end management investment companies,
including any series or classes thereof (each, a "Fund," and, collectively, the
"Funds");
WHEREAS, pursuant to the Agreement, Dealer participates in the distribution
of shares of the Funds to its clients ("Clients");
WHEREAS, the parties now desire that Dealer offer Class A shares of certain
Funds, identified on Schedule A attached hereto (the "Eligible Funds"), through
one or more fee-based advisory accounts that it makes available to Clients (the
"Accounts"); and
WHEREAS, Dealer has requested that Distributor waive the minimum amounts
required for initial and subsequent purchase payments for purchases made through
the Accounts.
NOW, THEREFORE, the parties hereby agree to supplement the Agreement as
follows:
1. Distributor agrees that Dealer may offer Class A shares of the Eligible
Funds to Clients who purchase shares of the Eligible Funds through an
Account, and that such purchases shall be eligible to be made at net asset
value under the terms of each Eligible Fund's current prospectus.
2. Distributor agrees that the minimum amounts disclosed in the prospectus for
initial and subsequent purchases of Class A shares of the Eligible Funds
will not apply to purchases by Clients through one or more of the Accounts.
Dealer acknowledges and agrees that Distributor may choose at any time,
upon sixty (60) days' prior written notice to Dealer, in accordance with
Section 23 of the Agreement, to stop waiving minimum amounts for Client
purchases through the Accounts.
3. Except as expressly supplemented, amended or consented to hereby, all other
provisions of the Agreement shall remain in full force and effect without
change.
4. This Addendum shall be effective as of July 13, 2007.
5. This Addendum may be executed in one or more counterparts, each of which
will be an original and all of which, taken together, will be deemed one
and the same document.
IN WITNESS WHEREOF, each of the parties has caused this Addendum to be
executed by their duly authorized officer.
XXXXXX XXXXXXX & CO. INCORPORATED
By: /s/ Xxxxxxx XxXxxxx
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Name: Xxxxxxx XxXxxxx
Title: Managing Director
Date: 7/11/07
XXXXXX XXXXXXX DISTRIBUTORS INC.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: President and Chief Executive Officer
Date: 7/21/07
SCHEDULE A
LIST OF ELIGIBLE FUNDS
(AS OF JULY 13, 2007)
FUND NAME CLASS SYMBOL CUSIP #
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Xxxxxx Xxxxxxx Capital Opportunities Trust A XXXXX 00000X000
Xxxxxx Xxxxxxx Equally-Weighted S&P 500 Fund A VADAX 616957106
Xxxxxx Xxxxxxx European Equity Fund A EUGAX 616939104
Xxxxxx Xxxxxxx Global Advantage Fund A GADAX 00000X000
Xxxxxx Xxxxxxx Natural Resource Development Securities A NREAX 616950101
Xxxxxx Xxxxxxx Small-Mid Special Value Fund A JBJAX 00000X000
Xxxxxx Xxxxxxx Strategist Fund A SRTAX 616955100
