THE JENSEN PORTFOLIO, INC. AND JENSEN INVESTMENT MANAGEMENT, INC. AMENDMENT TO THE DISTRIBUTION AGREEMENT
THE
XXXXXX PORTFOLIO, INC. AND XXXXXX INVESTMENT MANAGEMENT,
INC.
AMENDMENT
TO
THIS
AMENDMENT dated
as
of this 27 day of July, 2006, to the Distribution Agreement dated as of March
12, 2001, respectively, (the “Agreement”), is entered by and among The
Xxxxxx Portfolio, Inc., an
Oregon
corporation (the “Company”), Xxxxxx
Investment Management, Inc., an
Oregon
Corporation (the “Adviser”) and Quasar
Distributors, LLC, a
Delaware limited liability company (the “Distributor”).
RECITALS
WHEREAS,
the
parties have entered into a Distribution Agreement; and
WHEREAS,
the
parties desire to amend said Agreement; and
WHEREAS,
Section
10 (b) of the Agreement allows for its amendment by a written instrument
executed by both parties.
NOW,
THEREFORE, the
parties agree as follows:
Schedule
B, the fee schedule of the Agreement, effective August 1, 2006, is hereby
superseded and replaced with the fee schedule attached hereto.
Except
to
the extent amended hereby, the Agreement 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 day and year
first written above.
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THE
XXXXXX PORTFOLIO, INC.
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QUASAR
DISTRIBUTORS, LLC
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By:
/s/Xxxx
Xxxxxx
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By:
/s/Xxxxx X.
Xxxxxxxxx
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Name:
Xxxx
Xxxxxx
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Name:
Xxxxx X.
Xxxxxxxxx
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Title:
President
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Title:
President
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XXXXXX
INVESTMENT MANAGEMENT, INC.
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By:
/s/Xxxx
Xxxxxx
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Name:
Xxxx
Xxxxxx
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Title:
President
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1
Schedule
B
to
the
DistributionAgreement
The
Xxxxxx Portfolio, Inc. and Xxxxxx Investment Management, Inc.
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DISTRIBUTION
SERVICES - ANNUAL FEE SCHEDULE
at
8/1/2006
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Basic
Distribution Services
· .01%
of assets on first $500 million
· .005%
of assets on next $1 billion
· .0025%
of assets on next $1 billion
Maximum
fee of $125,000 on assets of $2.5 billion
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Advertising
Compliance Review/NASD Filings
· $150
per job for the first 10 pages (minutes if tape or video); $20 per
page
(minutes if tape or video) thereafter
· NASDR
Expedited Service for 3 day turnaround:
•
$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)
· $900
per year per Series 7 representative
· 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:
· typesetting,
printing and distribution of Prospectuses and shareholder
reports
· production,
printing, distribution and placement of advertising and sales literature
and materials
· engagement
of designers, free-xxxxx writers and public relations firms
· long-distance
telephone lines, services and charges
· postage
· overnight
delivery charges
· NASD
filing fees
· record
retention
· travel,
lodging and meals
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2
Schedule
B (continued) to the Distribution Agreement
The
Xxxxxx Portfolio, Inc. and Xxxxxx Investment Management, Inc.
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CHIEF
COMPLIANCE OFFICER
SUPPORT
SERVICES
FEE
SCHEDULE effective 8/1/06
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Chief
Compliance Officer Support Services
U.S.
Bancorp provides support to the Chief Compliance Officer (CCO) of
each
fund serviced either by U.S. Bancorp Fund Services, LLC or Quasar
Distributors, LLC. Indicated below are samples of functions performed
by
USBFS in this CCO support role:
· Business
Line Functions Supported
• Fund Administration and
Compliance
• Transfer Agent and Shareholder
Services
• Fund Accounting
• Custody Services
• Securities Lending Services
• Distribution Services
· Daily
Resource to Fund CCO, Fund Board, Advisor
· Provide
USBFS/USB Critical Procedures & Compliance Controls
· Daily
and Periodic Reporting
· Periodic
CCO Conference Calls
· Dissemination
of Industry/Regulatory Information
· Client
& Business Line CCO Education & Training
· Due
Diligence Review of USBFS Service Facilities
· Quarterly
USBFS Certification
· Board
Meeting Presentation and Board Support
· Testing,
Documentation, Reporting
Annual
Fee Schedule*
· $1,200
per service per year
Fees
are billed monthly.
*Subject
to annual CPI increase, Milwaukee
MSA.
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