AMENDMENT TO THE BRAZOS MUTUAL FUNDS DISTRIBUTION AGREEMENT
AMENDMENT
TO THE BRAZOS MUTUAL
FUNDS
DISTRIBUTION AGREEMENT
THIS AMENDMENT dated as of the
10th
day of July, 2008, to the Distribution Agreement, dated November 25,
2002, as amended August 1, 2005 and February 10, 2006 (the “Agreement”), is
entered into by and between Brazos Mutual Funds, a
Delaware business trust (the “Trust”) and Quasar Distributors, LLC, a
Delaware limited liability company (the “Distributor”).
RECITALS
WHEREAS, the parties have
entered into a Distribution Agreement; and
WHEREAS, the Trust and the
Distributor desire to amend the fees of said Agreement; and
WHEREAS, Section 9, paragraph
B of the Agreement allows for its amendment by a written instrument executed by
both parties.
NOW, THEREFORE, the parties
agree as follows:
Exhibit B
of the Agreement is hereby superseded and replaced with Exhibit B attached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 date and year first written
above.
| BRAZOS MUTUAL FUNDS | QUASAR DISTRIBUTORS, LLC | |
| By: /s/ Xxxxxxxx X. Xxxx, Xx. | By: /s/ Xxxxx X. Xxxxxxxxx | |
| Name: Xxxxxxxx X. Xxxx, Xx. | Name: Xxxxx X. Xxxxxxxxx | |
| Title: President | Title: President |
1
Exhibit
B
to
the
|
FEE
SCHEDULE
6-1-08
through 6-1-10
|
|
Regulatory
Distribution Annual Services*
· $_____
Advertising
Compliance Review/FINRA Filings
· $____
per job for the first 10 pages (minutes if tape or video); $____ per page
(minute if tape or video) thereafter (includes FINRA filing
fee)
· Non-FINRA
filed materials, e.g. Internal Use Only Materials
$____
per job for the first 10 pages (minutes if tape or video); $____ per page
(minute if tape or video) thereafter
· FINRA
Expedited Service for 3 Day Turnaround
$____
for the first 10 pages (minutes if audio or video); $____ per page (minute
if audio or video) thereafter. (Comments are
faxed. FINRA may not accept expedited request.)
· Quasar
Expedited Review Service for 24 Hour Turnaround – Does not include FINRA
filing fee, if applicable
$____
for the first 10 pages (minutes if audio or video); $____ per page (minute
if audio or video) thereafter.
Licensing of Investment Advisor’s Staff (if
required)
· $____
per year per registered representative
· Quasar
is limited to these licenses for sponsorship: Series, 6, 7, 24,
26, 27, 63, 66
· $____
per FINRA designated branch location
· Plus
any FINRA and state fees for registered representatives, including license
and renewal fees.
· $____
penalty to be paid by Adviser if written notice of termination of a RR is
not received by Quasar within ten (10) business days of the RR’s effective
date of termination.
Fund Fact Sheets
· Design
- $____ per fact sheet, includes first production
· Production
- $____ per fact sheet per production period
· Web
sites, brochures and other sales support materials – project priced via
Quasar proposal.
· All
printing costs are out-of-pocket expenses, and in addition to the design
fee and production fee.
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
· FINRA
registration fees
(FINRA
advertising filing fees are included in Advertising Compliance Review
section above)
· record
retention
· travel,
lodging and meals
*
Fees are billed
monthly.
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2
Exhibit
B (continued) to the
|
Chief
Compliance Officer
Support
Services
FEE
SCHEDULE
Effective
6-1-08 through 6-1-10
|
|
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
• CCO
Portal – Web On-line Access to Fund CCO Documents
• 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*
· $_____
per service per year
**____% discount for
the first year
Fees
are billed monthly.
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3
