AMENDMENT TO DISTRIBUTION AGREEMENT
AMENDMENT
TO
THIS AMENDMENT, dated as of
the 11th day of February, 2008, is entered into by and among Professionally
Managed Portfolios, a Massachusetts trust
(“Trust”), on behalf of its series, the Xxxxxxxx Mid Cap Growth and Small Cap
Growth Funds, Xxxxxxxx
Investment Management Group, LLC, the investment advisor
(“Advisor”) and Quasar
Distributors, LLC (the “Distributor”), as parties to the Distribution
Agreement dated July 20, 2006, (the “Agreement”).
WHEREAS, the parties to the
Agreement desire to amend the Agreement in the manner set forth
herein;
NOW THEREFORE, pursuant to
section 11(B) of the Agreement, the parties hereby amend the Agreement as
follows:
Effective
as of the date stated above, Section 2(A) of the Agreement shall be amended as
set forth below; Section 2 (I.) of the Agreement shall be amended as
follows;
Effective
as of the date stated above, Section 2 of the Agreement shall be amended as
follows: to incorporate subsection L. as set forth below, and Section 5 of the
Agreement shall be amended, as set forth below.
Amended
Section 2. Services and Duties of the Distributor
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A.
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The
Distributor agrees to sell Shares on a best efforts basis as agent for the
Trust 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 both may be amended or
supplemented, relating to the Fund and included in the currently effective
registration statement (the “Registration Statement”) of the Trust filed
under the Securities Act of 1933, as amended (the “1933 Act”) and the 1940
Act. The Trust shall in all cases receive the net asset value
per Share on all sales. If a sales charge is in effect, the
Distributor shall remit the sales charge (or portion thereof) to
broker-dealers who have sold Shares, as described in Section 2(G),
below.
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I.
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Upon
the request of the Advisor, 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 reports regarding
agreements entered into with such qualified broker-dealers, including but
not limited to 12b-1 related agreements entered into by the Distributor
with broker-dealers at the request of the
Advisor.
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L.
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The
Distributor shall retain the underwriter concession on each sale of Fund
Shares, and the sales charge, as described in the Prospectus, not
otherwise assigned and received by a selling broker-dealer in accordance
with an executed dealer agreement. At the discretion of the
Distributor, a portion of such sales charges and the underwriter
concessions received by the Distributor, as described in Exhibit B, may be
used to offset the compensation owed to the Distributor for its services
as described in Exhibit B of this
Agreement.
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1
Amended
Section 5. Compensation
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The
Distributor shall be compensated for providing the services set forth in
this Agreement including, but not limited to, any commissions paid for
sales of Shares, the Distributor shall be entitled to (1) all underwriter
concessions, (2) the sales charges on accounts for which there is no
selling broker-dealer of record, and (3) the fees and expenses set forth
in Exhibit B hereto, (as amended from time to time by mutual consent of
the parties). Such fees and expenses shall be paid to the
Distributor by the Trust from sales charges imposed upon purchases of Fund
Shares by shareholders and from fees payable by the appropriate Fund
pursuant to the Trust’s Distribution Plan under Rule 12b-1 (the
“Distribution Plan”), or if the Distribution Plan is discontinued, or if
the Advisor otherwise determines that Rule 12b-1 fees shall not, in whole
or in part, be used to pay the Distributor, the Advisor shall be
responsible for the payment of the amount of such fees and expenses not
covered by Rule 12b-1 payments. The Trust shall pay all such
fees and reimbursable expenses within 30 calendar days following receipt
of the billing notice, except for any fee or expense subject to a good
faith dispute. The Trust shall notify the Distributor in
writing within 30 calendar days following receipt of each invoice if the
Trust is disputing any amounts in good
faith.
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The
Agreement, as amended, shall remain in full force and effect.
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by
a duly authorized officer on one or more counterparts as of the date first above
written.
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QUASAR
DISTRIBUTORS, LLC
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By:
/s/ Xxxxxx X. Xxxxxx
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By:
/s/ Xxxx X. Xxxxxxxxx
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Xxxxxx
X. Xxxxxx
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Xxxxx X.
Xxxxxxxxx
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Title:
President
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Title:
President
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XXXXXXXX
INVESTMENT
MANAGEMENT
GROUP, LLC
Solely
with respect to section 5
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By:
/s/ Xxxxxxx X. Xxxxx
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Title:
COO
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