Distribution Agreement
THIS DISTRIBUTION AGREEMENT (“Agreement”), effective as of the closing of the Transaction (as defined below) (the “Closing Date”), is by and between Quasar Distributors, LLC (the “Distributor”), Xxxxxxxx Fund, Inc., Xxxxxxxx XX, Inc., Xxxxxxxx Limited Edition, Inc., Xxxxxxxx Equity Income Fund, Inc. (“Fund Company”) and Xxxxxxxx Company, Inc. (“Adviser”).
WHEREAS, a majority of the interests of Foreside Financial Group, LLC, the indirect parent of the Distributor are being sold to GC Mountaintop Acquisition Corp., an affiliate of Genstar Capital (the “Transaction”).
Effective as of the Closing Date, the Fund Company, on behalf of each series thereof (each a “Fund” and collectively, the “Funds”), and the Distributor hereby enter into this Agreement on terms identical to those of the Distribution Agreement between the parties effective as of March 31, 2020, as amended (the “Existing Agreement”), which are incorporated herein by reference, except as noted below. Capitalized terms used herein without definition have the meanings given them in the Existing Agreement.
Unless sooner terminated as provided herein, this Agreement shall continue for an initial one-year term and thereafter shall be renewed for successive one-year terms, provided such continuance is specifically approved at least annually by (i) the Funds’ board of directors or (ii) by a vote of a majority (as defined in the Investment Company Act of 1940 Act, as amended (“1940 Act”) and Rule 18f-2 thereunder) of the outstanding voting securities of the Funds, provided that in either event the continuance is also approved by a majority of the directors who are not parties to this Agreement and who are not interested persons (as defined in the 0000 Xxx) of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval. This Agreement is terminable without penalty, on at least sixty (60) days’ written notice, by the Funds’ board of directors, by vote of a majority (as defined in the 1940 Act and Rule 18f-2 thereunder) of the outstanding voting securities of the Funds, or by Distributor. This Agreement may be terminated with respect to one or more Funds, or with respect to the entire Fund Company. This Agreement will also terminate automatically in the event of its assignment (as defined in the 1940 Act and the rules thereunder).
IN WITNESS WHEREOF, the parties hereto have caused this Distribution Agreement to be executed as of the Closing Date.
QUASAR DISTRIBUTORS, LLC Xxxxxxxx Fund, Inc.,
Xxxxxxxx XX, Inc.,
Xxxxxxxx Limited Edition, Inc.,
and Xxxxxxxx Equity Income Fund, Inc.
By: /s/ Xxxx
Xxxxxxxxx
By: /s/ Xxxxxxxx X. Xxxxxx
Name: Xxxx
Xxxxxxxxx
Name: Xxxxxxxx X. Xxxxxx
Title: Vice
President
Title: Senior Vice President & Treasurer
Xxxxxxxx Company, Inc.
By: /s/ Xxxxxxxx X.
Xxxxxxx
Name: Xxxxxxxx X. Xxxxxxx
Title: Executive Vice President
& Secretary
