Exhibit (e-2)
AMENDMENT TO DISTRIBUTION AGREEMENT
THE SPECTRA FUNDS
The Spectra Funds (the "Fund") has adopted a plan pursuant to Rule
12b-1 under the Investment Company Act permitting certain payments to Xxxx Xxxxx
& Company Incorporated ("Xxxxx") with respect to Class N Shares of the
portfolios of the Fund. Accordingly, the Distribution Agreement dated February
12, 1996 between the Fund and Xxxxx is hereby amended by adding the following
paragraphs 1.6, 1.7 and 1.8:
1.6 As promptly as possible after the last day of each month that this
Agreement is in effect, the Fund may pay shareholder servicing fees to Xxxxx for
ongoing servicing and/or maintenance of shareholder accounts at an annual rate
of up to .25% of the average daily net assets allocable to the Class N Shares of
each portfolio of the Fund (each a "Portfolio"), such payments to be made in
each case only out of the assets allocable to the Portfolio's Class N Shares.
The shareholder servicing fee shall be used by Xxxxx to provide compensation for
ongoing servicing and/or maintenance of shareholder accounts and to cover an
allocable portion of overhead and other Xxxxx and selected dealer office
expenses related to the servicing and/or maintenance of shareholder accounts, or
for such other purpose as may be permitted under the then current Class N
Distribution Plan of the Fund adopted pursuant to Rule 12b-1 under the 1940 Act
(the "Plan").
1.7 Xxxxx shall, at least quarterly, provide to the Board of Trustees
of the Fund for their review a written report of the amounts expended under
paragraph 1.6 and the purposes for which such expenditures were made, and shall
also provide such supplemental reports as the Trustees may from time to time
request.
1.8 Xxxxx acknowledges that the payments contemplated by paragraph 1.6
are made pursuant to the Plan and may continue only so long as the Plan remains
in effect, that the payments are subject to the approval of the Fund's Board of
Trustees, that no Portfolio is contractually obligated to make such payments in
any amount at any time, and that payments with respect to a particular Portfolio
may be terminated by vote of a majority of the Class N Shares of that Portfolio.
This Amendment is accepted and agreed to as of January 17,
2007.
THE SPECTRA FUNDS
By: /s/ Xxx Xxxxxx
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XXXX XXXXX & COMPANY, INCORPORATED
By: /s/ Xxx Xxxxxx
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