FORM OF DISTRIBUTION AGREEMENT MEEHAN MUTUAL FUNDS, INC.
FORM
OF
XXXXXX
MUTUAL FUNDS, INC.
THIS
DISTRIBUTION AGREEMENT (the "Agreement") is made as of the ______ day of July,
2009 by and among Xxxxxx Mutual Funds, Inc. (the "Company"), a Maryland
corporation, Edgemoor Investment Advisors, Inc.
(the "Advisor"), a Maryland corporation, and Integrity Funds
Distributor, Inc, (the "Distributor"), a North Dakota corporation.
WHEREAS,
the Company is registered as an open-end management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act") and has
registered its shares of common stock (the "Shares") under the
Securities Act of 1933, as amended (the "1933 Act") in one or more distinct
series of Shares (the "Portfolio" or "Portfolios");
WHEREAS,
the Advisor has been appointed advisor to the Company;
WHEREAS,
the Company and the Advisor have entered into an "Operating Services Agreement"
authorizing the Advisor to provide certain distribution services to the Company,
and which further authorizes the Advisor to enter into this Agreement on behalf
of the Company;
WHEREAS,
the Distributor is a broker-dealer registered with the U.S. Securities and
Exchange Commission (the "SEC") and a member in good standing of the National
Association of Securities Dealers, Inc. (the "NASD");
WHEREAS,
the Company has adopted a plan of distribution (the "Distribution Plan")
pursuant to Rule 12b-1 under the 1940 Act relating to the payment by the Company
of distribution expenses; and
WHEREAS,
the Company, the Advisor and the Distributor desire to enter into this Agreement
pursuant to which the Distributor will provide distribution services to the
Portfolios of the Company identified on Schedule A, as may be amended from time
to time, on the terms and conditions hereinafter set forth.
NOW,
THEREFORE, in consideration of the premises and mutual covenants contained in
this Agreement, the Company, the Advisor and the Distributor, intending to be
legally bound hereby, agree as follows:
1.
APPOINTMENT OF
DISTRIBUTOR. The Company hereby appoints the Distributor as its exclusive
agent to be the principal underwriter to promote the Company, solicit orders for
the purchase of the Shares and accept orders for the purchase and redemption of
Shares on behalf of the Company, subject to the terms and for the
period
set forth
in this Agreement. The Distributor hereby accepts such appointment
and agrees to act hereunder.
2.
COMPANY
DOCUMENTS. The Company has provided the Distributor with properly
certified or authenticated copies of the following Company related documents in
effect on the date hereof: the Company's organizational documents, including
Articles of Incorporation and by-laws; the Company's Registration Statement on
Form N-1A, including all exhibits thereto; the Company's most current Prospectus
and Statement of Additional Information; and resolutions of the Company's Board
of Directors authorizing the appointment of the Distributor and approving this
Agreement. The Company shall promptly provide to the Distributor copies,
properly certified or authenticated, of all amendments or supplements to the
foregoing. The Company shall provide to the Distributor copies of all other
information which the Distributor may reasonably request for use in connection
with the distribution of Shares, including, but not limited to, a certified copy
of all financial statements prepared for the Company by its independent public
accountants. The Company shall also supply the Distributor with such number of
copies of the current Prospectus, Statement of Additional Information and
shareholder reports as the Distributor shall reasonably request.
3.
DISTRIBUTION
SERVICES. Distribution Services shall be allocated as
follows:
a.
The Distributor agrees to sell the Shares on a best efforts basis from time to
time during the term of this Agreement as agent for the Company and upon the
terms described in the Registration Statement. As used in this
Agreement, the term "Registration Statement" shall mean the currently effective
registration statement of the Company, and any supplements thereto, under the
1933 Act and the 0000 Xxx.
b.
Upon the date of this Agreement, the Distributor will hold itself available to
receive purchase orders satisfactory to the Distributor for Shares and will
accept such orders on behalf of the Company. Purchase orders shall be
deemed effective at the time and in the manner set forth in the Registration
Statement.
c.
The offering price of the Shares shall be the net asset value per share as next
determined by the Company in the manner provided in the then current Prospectus
and Statement of Additional Information. The net asset value of the
Shares shall be calculated by the Company or by another entity on behalf of the
Company. The Distributor shall have no duty to inquire into or liability for the
accuracy of the net asset value per Share as calculated.
d.
The Distributor shall also have the right to take, as agent for the Company, all
actions that, in the Distributor's judgment, are necessary to effect the
distribution of Shares.
e.
Nothing in this Agreement shall prevent the Distributor or any "affiliated
person" from buying, selling or trading any securities for its or their own
account or for the accounts of others for whom it or they may be acting;
provided, however, that the
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Distributor
expressly agrees that it shall not for its own account purchase any Shares of
the Company except for investment purposes and that it shall not for its own
account sell any such Shares except for redemption of such Shares by
the Company, and that it shall not undertake activities which, in its judgment,
would adversely affect the performance of its obligations to the Company under
this Agreement.
f.
The Distributor agrees to act as agent for the Company to receive and transmit
promptly to the fund's transfer agent shareholder requests for redemption of
Shares.
4.
DISTRIBUTION SUPPORT
SERVICES. In addition to facilitating the sale and repurchase
of Shares as agent for the company, the Distributor shall perform distribution
support services to include: review of sales and marketing literature and
submission to the NASD; NASD recordkeeping; assisting Advisor in preparation of
quarterly reports to the Company's Board of Directors relating to distribution
activities and any other services agreed to by Distributor, Advisor and the
Company. Such distribution support services may also include:
fulfillment services and licensing Advisor or Company personnel as registered
representatives of the Distributor and related supervisory
activities.
5.
REASONABLE
EFFORTS. The Distributor shall use all reasonable efforts in connection
with the distribution of Shares. The Distributor shall have no
obligation to sell any specific number of Shares and shall only sell Shares
against orders received therefor. The Company shall retain the right
to refuse at any time to sell any of its Shares for any reason deemed adequate
by it.
6.
COMPLIANCE. In
furtherance of the distribution services being provided hereunder, the
Distributor and the Company agree as follows:
a.
The Distributor shall comply with the Conduct Rules of the NASD and the
securities laws of any jurisdiction in which it sells, directly or indirectly,
Shares.
b.
The Distributor shall require each dealer with whom the Distributor has a
selling agreement to conform to the applicable provisions of the Company's most
current Prospectus and Statement of Additional Information, with
respect to the public offering price of the Shares.
c.
The Company agrees to furnish to the Distributor sufficient copies of any
agreements, plans, communications with the public or other materials it intends
to use in connection with any sales of Shares in a timely manner in order to
allow the Distributor to review, approve and file such materials with the
appropriate regulatory authorities and obtain clearance for use. The
Company agrees not to use any such materials until so filed and cleared for use
by appropriate authorities and the Distributor.
d.
The Distributor shall qualify as a broker or dealer, or otherwise, under all
applicable Federal or state laws required to permit the sale of Shares in such
states as shall be mutually agreed upon by the parties. However, the Distributor
shall have no obligation to register as a broker or dealer under the Blue Sky
Laws of any jurisdiction if
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it
determines that registering or maintaining registration in such jurisdiction
would be uneconomical.
e.
The Distributor shall not, in connection with any sale or solicitation of a sale
of the Shares, make or authorize any representative, service organization,
broker or dealer to make any representations concerning the Shares except those
contained in the Company's most current Prospectus covering the Shares and in
communications with the public or sales materials approved by the Company as
information supplemental to such Prospectus.
7.
EXPENSES.
Expenses shall be allocated as follows:
a.
The Company shall bear the following expenses: preparation, setting in type, and
printing of sufficient copies of the Prospectus and Statement of Additional
Information for distribution to existing shareholders; preparation and printing
of reports and other communications to existing shareholders; distribution of
copies of the Prospectus, Statement of Additional Information and all other
communications to existing shareholders; registration of the Shares under the
Federal securities laws; qualification of the Shares for sale in the
jurisdictions mutually agreed upon by the Company and the Distributor; transfer
agent/shareholder servicing agent services; supplying information, prices and
other data to be furnished by the Company under this Agreement; and any original
issue taxes or transfer taxes applicable to the sale or delivery of the Shares
or certificates therefor.
b.
The Advisor shall pay all other expenses incident to the sale and distribution
of the Shares sold hereunder, including, without limitation: printing
and distributing copies of the Prospectus, Statement of Additional Information
and reports prepared for use in connection with the offering of Shares for sale
to the public; advertising in connection with such offering, including public
relations services, sales presentations, media charges, preparation, printing
and mailing of advertising and sales literature; data processing necessary to
support a distribution effort; distribution and shareholder servicing activities
of broker-dealers and other financial institutions; filing fees required by
regulatory authorities for sales literature and advertising materials; any
additional out-of-pocket expenses incurred in connection with the foregoing and
any other costs of distribution.
8.
COMPENSATION.
For the distribution and distribution support services provided by the
Distributor pursuant to the terms of the Agreement, the Advisor shall pay to the
Distributor the compensation set forth in Schedule A
attached hereto, which schedule may be amended from time to time. The Advisor
shall pay the Distributor's monthly invoices for distribution fees and
out-of-pocket expenses within five days of the respective
month-end. If this Agreement becomes effective subsequent to the
first day of the month or terminates before the last day of the month, the
Company shall pay to the Distributor a distribution fee that is prorated for
that part of the month in which this Agreement is in effect. All
rights of compensation and reimbursement under this Agreement for services
performed by the Distributor as of the termination date shall survive the
termination of this Agreement.
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9.
USE OF DISTRIBUTOR'S
NAME. The Company shall not use the name of the Distributor or any of its
affiliates in the Prospectus, Statement of Additional
Information, sales literature or
other material relating to the Company in a manner
not approved prior thereto
in writing by the Distributor; provided,
however, that the Distributor shall approve all uses of its and its
affiliates' names that merely refer
in accurate terms to
their appointments or that are required by
the Securities and Exchange Commission (the
"SEC") or any state
securities commission; and further provided, that
in no event shall such approval be unreasonably
withheld.
10.
USE OF COMPANY'S
NAME. Neither the Distributor nor any
of its affiliates shall use the name of the Company or material relating to the
Company on any forms (including any checks, bank drafts or
bank statements) for other than internal use in
a
manner not approved prior thereto by
the Company; provided, however, that
the Company shall approve all uses of its name
that merely refer in accurate terms to the appointment of
the Distributor hereunder or that are required by the SEC
or any state securities commission; and further provided, that in no
event shall such approval be unreasonably withheld.
11.
LIABILITY OF
DISTRIBUTOR. The duties of the Distributor shall be limited to
those expressly set forth herein, and no implied duties are assumed by or may be
asserted against the Distributor hereunder. The Distributor shall not
be liable for any error
of judgment or mistake of law or for
any loss suffered by the Company in connection with the matters to
which this Agreement relates, except to the extent of a loss
resulting from willful misfeasance, bad faith or gross negligence,
its failure to comply with its obligations and duties under
this Agreement, or its violation of
any applicable law or regulation or any rule of
a self-regulatory organization. As used in this
Section 11 and in Section 12 (except the second paragraph of Section 12), the
term “Distributor" shall
include directors, officers, employees
and other agents of the Distributor.
12.
INDEMNIFICATION OF
DISTRIBUTOR. The Company shall indemnify and hold
harmless the Distributor against any and
all liabilities, losses, damages, claims and
expenses (including, without limitation, reasonable
attorneys' fees
and disbursements and investigation expenses incident thereto) which the
Distributor may incur or be required to pay hereafter, in
connection with any action, suit or other proceeding, whether civil
or criminal, before any court or administrative or legislative body,
in which the Distributor may be involved as a party or otherwise or with which
the Distributor may be threatened, by reason of the offer or sale of
the Company shares prior to the effective date of this
Agreement.
Any
director, officer, employee, shareholder or agent of the
Distributor who may be or become an
officer, Director, employee or agent of
the Company, shall
be deemed, when rendering services to
the Company or acting on any business of the
Company (other than services or business in connection with the
Distributor's duties hereunder), to be
rendering such services to or acting solely for the
Company and not as a director,
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officer,
employee, shareholder or agent, or one under the control
or direction of the Distributor, even though
receiving a salary from the Distributor.
The
company agrees to indemnify and hold harmless
the Distributor, and each person, who controls
the Distributor within the meaning of Section 15 of the
1933 Act, or Section 20 of the Securities Exchange Act of
1934, as amended ("1934 Act"), against any and
all liabilities, losses, damages, claims
and expenses, joint or several (including, without limitation, reasonable
attorneys' fees
and disbursements and investigation expenses
incident thereto) to which they, or any of them, may
become subject under the 1933 Act, the 1934 Act, the 1940 Act or
other Federal or state laws
or regulations, at common law or
otherwise, insofar as such liabilities, losses, damages, claims and expenses (or
actions, suits or proceedings in respect thereof) arise out of or
relate to any untrue statement or alleged untrue statement
of a material fact contained in a Prospectus, Statement
of Additional Information, supplement thereto, sales
literature or other written information prepared by the Fund and provided by the
Fund to the Distributor for the Distributor's use hereunder, or arise
out of or relate to any omission or
alleged omission to state therein a
material fact required to be stated therein or necessary
to make the statements therein not
misleading. The Distributor (or any person controlling the
Distributor) shall not be entitled to indemnity hereunder
for any liabilities, losses, damages, claims
or expenses (or actions, suits
or proceedings in respect thereof)
resulting from (i) an untrue statement or omission or alleged
untrue statement or omission made in
the Prospectus, Statement of
Additional Information, or supplement, sales or
other literature, in reliance upon and in conformity with information
furnished in writing to the Fund by the Distributor specifically for use therein
or (ii) the Distributor's own willful misfeasance, bad faith, gross
negligence or reckless disregard of its duties and obligations in the
performance of this Agreement.
The Distributor agrees
to indemnify and hold harmless the Fund, and each person
who controls the Fund within the meaning of Section 15 of
the 1933 Act, or Section 20 of the 1934 Act, against any and all liabilities,
losses, damages, claims and expenses, joint or several
(including, without limitation reasonable attorneys' fees and
disbursements and investigation expenses incident thereto)
to which they, or any of them, may become subject under
the 1933 Act, the 1934 Act, the 1940 Act or other Federal or state
laws, at common law or otherwise, insofar as such
liabilities, losses, damages, claims or expenses arise out of or relate to any
untrue statement or alleged untrue statement of
a material fact contained in
the Prospectus or Statement
of Additional Information or any
supplement thereto, or arise out of
or relate to
any omission or alleged omission to
state therein a
material fact required to be
stated therein or
necessary to make the statements therein not misleading, if based upon
information furnished to the Fund by
the Distributor specifically for use
therein.
A
party seeking indemnification hereunder (the
"Indemnitee") shall give
prompt written notice to the party from whom indemnification is sought
("Indemnitor") of a written assertion or claim
of any threatened or pending legal proceeding which may be
subject to indemnity under this Section; provided, however, that
failure to notify the Indemnitor of
such written assertion or claim shall not
relieve the Indemnitor of any
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liability arising from
this Section. The Indemnitor shall
be entitled, if it so elects, to
assume the defense of any suit brought to enforce a
claim subject to this Indemnity and
such defense shall
be conducted by counsel chosen by
the Indemnitor and satisfactory to
the Indemnitee; provided, however, that if
the defendants include both the Indemnitee and
the Indemnitor, and the Indemnitee shall have
reasonably concluded that there may be one or more legal
defenses available to it which are different from or
additional to those available to the Indemnitor ("conflict of
interest"), the Indemnitor shall not have the
right to elect to defend such claim on behalf of the Indemnitee, and the
Indemnitee shall have the
right to select separate counsel to defend such claim
on behalf of the Indemnitee. In the event that the
Indemnitor elects to assume the defense of any suit pursuant to the preceding
sentence and retains counsel satisfactory to the
Indemnitee, the Indemnitee shall bear
the fees and expenses of additional counsel
retained by it, except for reasonable investigation costs which shall be borne
by the Indemnitor. If
the Indemnitor (i) does not elect to assume the
defense of a claim, (ii) elects to assume
the defense of a claim but chooses counsel that
is not satisfactory to
the Indemnitee or (iii) has no right to assume the defense
of a claim because of a conflict of interest, the Indemnitor shall
advance or reimburse the Indemnitee, at the election of
the Indemnitee,
reasonable fees and disbursements of
any counsel retained by Indemnitee,
including reasonable investigation costs.
13.
DUAL
EMPLOYEES. The Advisor agrees that only its employees who are
registered representatives of the Distributor ("dual employees") shall offer or
sell Shares of the Portfolios and further agrees that the activities of any such
employees as registered representatives of the Distributor shall be limited to
offering and selling Shares in states where the Distributor is registered or
exempt from registration. The Advisor shall
maintain errors and omissions and
fidelity bond insurance policies providing reasonable coverage for its
employee's activities and shall provide copies of such policies to the
Distributor. The
Advisor shall indemnify and
hold harmless the Distributor against any and all
liabilities, losses, damages, claims and expenses (including
reasonable attorneys' fees and disbursements and
investigation costs incident
thereto) arising from or related to
the Advisor's employees' activities as
registered representatives of the
Distributor, including, without limitation, any and all
such liabilities, losses, damages, claims and expenses arising from
or related to the breach by such dual employees of any rules
or regulations of the NASD or SEC.
14.
FORCE MAJEURE.
The Distributor shall not be liable for any delays or
errors occurring by reason
of circumstances not reasonably foreseeable and
beyond its control, including, but
not limited, to acts of civil or
military authority, national emergencies, work stoppages,
fire, flood, catastrophe, acts of God, insurrection, war, riot or
failure of communication or power supply. In the event of equipment breakdowns
which are beyond the reasonable control of the Distributor and not
primarily attributable to the failure of the Distributor to
reasonably maintain or provide for
the maintenance of
such equipment, the Distributor shall, at no
additional expense to the Fund, take reasonable steps in good faith
to minimize service interruptions, but shall
have no liability with respect thereto.
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15.
SCOPE OF
DUTIES. The Distributor and the
Fund shall regularly
consult with each other regarding the Distributor's performance of its
obligations and its compensation under the
foregoing provisions. In connection
therewith, the Fund shall submit to
the Distributor at a reasonable time
in
advance of filing with the SEC copies of any amended or supplemented
registration Statement of the Fund (including exhibits)
under the 1940 Act and the 1933 Act, and at a reasonable time in
advance of their proposed use, copies of any amended
or supplemented forms relating to any
plan, program or service offered by the Fund. Any change
in such materials that would require any change in the Distributor's obligations
under the foregoing provisions shall be subject to the Distributor’s
approval. In the event that a change in such documents or in
the procedures contained therein increases the cost or burden to
the Distributor of performing its
obligations hereunder, the Distributor shall be
entitled to receive reasonable compensation therefore.
16.
DURATION. This
Agreement shall become effective as of the date first
above written, and shall continue in
force from that date through November 30, 2009, and thereafter from year to
year, provided continuance is approved at least annually by either (i) the vote
of a majority of the Directors of the
Fund, or by the vote of a majority of
the outstanding voting securities of the Fund,
and (ii) the vote of a majority of
those Directors of the Fund who are
not interested persons of the Fund, and who are not
parties to this Agreement or interested persons
of any such party, cast in person at a meeting called for the purpose of voting
on the approval.
17.
TERMINATION. This
Agreement shall terminate as follows:
a.
This Agreement shall terminate automatically in the event of its
assignment.
b.
This Agreement shall terminate upon the failure to approve the continuance of
the Agreement after the initial five (5) month term as set forth in Section 16
above.
c.
This Agreement shall terminate at any time upon a vote of the majority of the
Directors who are not interested persons of the Fund or by a vote of the
majority of the outstanding voting securities of the Fund, upon not less than 60
days prior written notice to the Distributor.
d.
The Distributor may terminate this Agreement upon not less than 60 days prior
written notice to the Fund.
Upon
the termination of
this Agreement, the Advisor shall
pay to the Distributor such compensation
and out-of-pocket expenses as may be payable for the
period prior to the effective date of
such termination. In the event that
the Fund designates a successor to any
of the Distributor's obligations hereunder, the
Distributor shall, at the expense of the Advisor and direction of the Fund,
transfer to such successor all relevant books, records and other data
established or maintained by the Distributor pursuant to the foregoing
provisions.
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Sections
7, 8, 9, 10, 11, 12, 13, 14, 15, 17, 21, 22, 24, 25 and 26 shall survive any
termination of this Agreement.
18.
AMENDMENT. The
terms of this Agreement shall not be waived, altered, modified, amended or
supplemented in any manner whatsoever except by a written instrument signed by
the Distributor and the Fund and shall not become effective unless its terms
have been approved by the majority of the Directors of the Fund or by a "vote of
majority of the outstanding voting securities" of the Fund and by a majority of
those Directors who are not "interested persons" of the Fund or any party to
this Agreement.
19.
NON-EXCLUSIVE
SERVICES. The services of the Distributor rendered to the Fund are not
exclusive. The Distributor may render such services to any other
investment company.
20.
DEFINITIONS. As used
in this Agreement, the terms "vote of
a
majority of the outstanding voting securities," "assignment," "interested
person" and "affiliated person" shall have the respective meanings
specified in the 1940 Act and the
rules enacted thereunder as now
in effect or hereafter amended.
21.
CONFIDENTIALITY. The
Distributor shall treat confidentially and as proprietary information
of the Fund all records and other information relating to the Fund
and prior, present or potential shareholders and shall not use such
records and information for any purpose other than performance of its
responsibilities and duties hereunder, except as may be required by
administrative or judicial tribunals or as requested by the Fund.
22.
NOTICE. Any
notices and other communications required or permitted
hereunder shall be in writing and shall be
effective upon delivery by hand or upon receipt if sent by
certified or registered mail (postage prepaid and return
receipt requested) or by a
nationally recognized overnight courier service
(appropriately marked for overnight delivery) or
upon transmission if sent by telex or
facsimile (with request
for immediate confirmation of receipt in a
manner customary for communications of such
respective type and with physical delivery of the communication being
made by one or the other means specified in
this Section 22
as promptly as practicable thereafter). Notices
shall be addressed as follows:
| (a) | if to the Fund: |
| Xxxxxx Mutual Funds, Inc. |
|
| 0000 Xxxxxxxx Xxxxxx, Xxxxx 000 | |
| Xxxxxxxx, XX 00000 | |
| Attn: Xxxxxx X. Xxxxxx, President | |
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| (b) | if to the Advisor: |
| Edgemoor Investment Advisors, Inc. | |
| 0000 Xxxxxxxx Xxxxxx, Xxxxx 000 | |
| Xxxxxxxx, XX 00000 | |
| Attn: Xxxxxx X. Xxxxxx, President | |
| (c) | if to the Distributor: |
| Integrity Funds Distributor, Inc. | |
| 0 Xxxxx Xxxx | |
| Xxxxx, XX 00000 | |
| Attn: Xxxxx Xxxxxxxx, President |
or to
such other respective addresses as the parties shall designate by like notice,
provided that notice of a change of address shall be effective only upon receipt
thereof.
23. SEVERABILITY. If
any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement shall not
be affected thereby.
24. GOVERNING LAW. This
Agreement shall be administered, construed and enforced in accordance with the
laws of the State of North Dakota to the extent that such laws are not preempted
by the provisions of any law of the United States heretofore or hereafter
enacted, as the same may be amended from time to time.
25. ENTIRE
AGREEMENT. This Agreement (including the
Exhibit attached hereto) contains the
entire agreement and understanding of
the parties with respect to the subject matter hereof
and supersedes all prior written or oral agreements and
understandings with respect thereto.
26. MISCELLANEOUS. Each
party agrees to perform such further acts and execute such further documents as
are necessary to effectuate the purposes hereof. The captions in this Agreement
are included for convenience of reference only and in no way define or delimit
any of the provisions hereof or otherwise affect
their construction. This Agreement may be executed in two
counterparts, each of which taken together shall constitute one and the same
instrument.
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IN
WITNESS WHEREOF, the parties have duly executed this Agreement as of the
day and year first above written.
Xxxxxx
Mutual Funds, Inc.
By:
------------------------------------------
Xxxxxx
X. Xxxxxx, President
Edgemoor
Investment Advisors, Inc.
By:
------------------------------------------
Xxxxxx
X. Xxxxxx, President
Viking
Fund Distributors, LLC
By:
------------------------------------------
Xxxxx
X. Xxxxxxxx, President
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SCHEDULE
A
Xxxxxx Mutual Funds, Inc.
Portfolio and Fee
Schedule
Portfolios
covered by Distribution Agreement:
Xxxxxx
Focus Fund
Fees for
distribution and distribution support services on behalf of the
Portfolios:
$5,830
Annual Fee until November 30, 2009
$6,180
Annual Fee effective December 1, 2009
Plus out-
of- pocket expenses to include, BUT NOT LIMITED TO: travel, printing,
postage,
telephone, registration fees for Advisor/ Fund personnel, broker/dealer
and Principal registration fees specific to Distributor, and other standard
miscellaneous items.
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