Amendment No. 1 to Distribution Agreement
This Amendment No. 1 to the Distribution Agreement dated as of December 15,
2006 (the "Amendment") by and between Xxxx Xxxxx Xxxxxxx Street Trust, Inc. (the
"Fund") and Xxxx Xxxxx Investor Services, LLC ("Distributor").
WHEREAS, the Fund and Distributor entered into a Distribution Agreement
dated October 13, 2006 ("Agreement") pursuant to which the Fund appointed
Distributor as principal underwriter and distributor in connection with the
offering and sale of shares of the Fund;
WHEREAS, the Fund and Distributor desire to amend the Agreement to clarify
that, to the extent the Fund is a party to and/or provide indemnification with
respect to any dealer or similar agreement with a qualified intermediary for the
performance of distribution or shareholder related services, Distributor shall
pay on the Fund's behalf any and all amounts that the Fund may be required to
pay under such agreements; and
WHEREAS, all capitalized terms used in this Amendment and not defined
herein shall have the meaning ascribed to them in the Agreement.
NOW THEREFORE, in consideration of these promises and mutual covenants
herein contained, it is agreed as follows:
1. Section 9. Section 9(d) is hereby added to the Agreement as follows:
(d) Notwithstanding anything herein to the contrary, to the extent the
Investment Company is a party to and/or provides indemnification with
respect to any dealer or similar agreement with a Qualified Intermediary
for the performance of Distribution Services or Shareholder Services as
provided for in Section 2 of this Agreement, the Distributor agrees to pay
on the Investment Company's behalf, any and all amounts that the parties
may be required to pay to such Qualified Intermediary pursuant to the
Indemnification provision of such dealer or similar agreement, except to
the extent such Indemnification obligations are directly and proximately
caused by any act or failure to act by the Investment Company or from the
gross negligence or wilful malfeasance by the Investment Company.
2. Other Terms. Except as specifically amended herein, all of the terms
and conditions of the Agreement shall remain unchanged and in full force and
effect and are ratified and confirmed in all respects by Fund and Distributor.
IN WITNESS THEREOF, the parties hereto caused this Amendment to be
executed by their officers thereunto duly authorized.
Xxxx Xxxxx Xxxxxxx Street Trust, Inc. Xxxx Xxxxx Investor Services, LLC
By: /s/ Xxxxxxx Xxxx By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxxx Xxxx Name: Xxxxxx X. Xxxxx
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Title: Vice President and Chief Title: General Counsel and
Legal Officer Secretary
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