AMENDMENT NUMBER ONE
TO
DISTRIBUTION AGREEMENT
THIS AMENDMENT NUMBER ONE to the Distribution Agreement (this "AMENDMENT") is
entered into as of the 12th day of November, 2008 ("AMENDMENT EFFECTIVE DATE")
by and between the Xxxxxx Funds (the "TRUST"), a Massachusetts business trust
and SEI Investments Distribution Co. (the "DISTRIBUTOR").
WHEREAS, the Trust and the Distributor entered into a Distribution Agreement
dated as of the 1st day of January, 2006, (the "AGREEMENT"); and
WHEREAS, the Trust and the Distributor desire to amend the Agreement as provided
herein.
NOW THEREFORE, in consideration of the premises, covenants, representations and
warranties contained herein, the parties hereto agree as follows:
1) ARTICLE 1 (SALE OF SHARES; SERVICES). A new Article 1(a) is hereby added to
the end of ARTICLE 1 (Sale of Shares; Services) as follows:
(a) The Distributor warrants and represents that it shall perform its
responsibilities under this Agreement in compliance with applicable
law and regulation, including but not limited to compliance with, as
applicable, the USA PATRIOT Act of 2001 and the Bank Secrecy Act of
1970 requirements, as amended from time to time.
2) ARTICLE 9 (EFFECTIVE DATE). Article 9 (Effective Date) of the Agreement is
hereby replaced with the following:
ARTICLE 9. EFFECTIVE DATE. This Agreement shall be effective upon its
execution, and, unless terminated as provided, shall continue in force
through April 1, 2009 and thereafter from year to year, provided that such
annual continuance is approved by (i) either the vote of a majority of the
Trustees of the Trust, or the vote of a majority of the outstanding voting
securities of the Trust, and (ii) the vote of a majority of those Trustees
of the Trust who are not parties to this Agreement or the Trust's
distribution plan or interested persons of any such party ("QUALIFIED
TRUSTEES"), cast in person at a meeting called for the purpose of voting on
the approval. This Agreement shall automatically terminate in the event of
its assignment. As used in this paragraph the terms "vote of a majority of
the outstanding voting securities," "assignment" and "interested person"
shall have the respective meanings specified in the 1940 Act. In addition,
this Agreement may at any time be terminated without penalty by the
Distributor, by a vote of a majority of Qualified Trustees or by vote of a
majority of the outstanding voting securities of the Trust upon not less
than sixty days prior written notice to the other party.
3) SCHEDULE A. A new clause (ANTI-MONEY LAUNDERING ASSISTANCE) is hereby added
is hereby added to the end of Schedule A as follows:
ANTI-MONEY LAUNDERING ASSISTANCE
The Distributor agrees that its AML Officer shall serve as the Trust's
point-of-contact relating to the USA PATRIOT Act Section 314(a) Information
Requests, and that it will forward to the Trust's transfer agent all such
requests received. The Distributor further agrees that upon the Trust's
reasonable request it will make Section 314(a) reports to FinCEN on behalf
of the Trust.
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4) RATIFICATION OF AGREEMENT. Except as expressly amended and provided herein,
all of the terms, conditions and provisions of the Agreement are hereby
ratified and confirmed to be of full force and effect, and shall continue
in full force and effect.
5) COUNTERPARTS. This Amendment shall become binding when any one or more
counterparts hereof individually or taken together, shall bear the original
or facsimile signature of each of the parties hereto. This Amendment may be
executed in any number of counterparts, each of which shall be an original
against any party whose signature appears thereon, but all of which
together shall constitute but one and the same instrument.
6) GOVERNING LAW. This Amendment shall be construed in accordance with the
laws of the State of Delaware and the applicable provisions of the 1940
Act. To the extent that the applicable laws of the State of Delaware, or
any provisions herein, conflict with the provisions of the 1940 Act, the
latter shall control.
[Signature page follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment by their
duly authorized representatives as of the day and year first above written.
THE XXXXXX FUNDS
By: /s/ XXXXX X. XXXXXXX
-----------------------------
Name: Xxxxx X. XxXxxxx
Title: Vice President, Secretary and Chief Compliance Officer
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SEI INVESTMENTS DISTRIBUTION CO.
By: /s/ XXXX XXXXX
----------------------------
Name: Xxxx Xxxxx
Title: Secretary
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