AMENDMENT TO DISTRIBUTION AGREEMENT
AMENDMENT
TO
THIS AMENDMENT, dated as of
the 1st day of February, 2006, by and between Brandywine Blue Fund, Inc., a
Maryland Corporation (“Company”), Xxxxxx Associates, Inc. (the “Adviser”) and
Quasar Distributors, LLC (“Quasar”), as parties to the Distribution Agreement
dated October 25th,
2000 (the “Agreement”).
WHEREAS, the parties to the
Agreement desire to further amend the Agreement in the manner set forth
herein;
NOW THEREFORE, pursuant to
section 10(B) of the Agreement, the parties hereby amend the Agreement as
follows:
Effective
as of the date of this Amendment, Exhibit B of the Agreement shall be replaced
in its entirety by the Amended Exhibit B (“Amended Exhibit B”) attached
herein.
The Agreement, as amended, shall remain
in full force and effect.
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IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by
a duly authorized officer on one or more counterparts as of the date first above
written.
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BRANDYWINE
BLUE FUND, INC.
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QUASAR
DISTRIBUTORS, LLC
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By:
/s/ Xxxxx Xxxxxxxx
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By:
/s/ Xxxxx Xxxxxxxxx
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Title:
VP and Secretary
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Title:
President
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Xxxxxx
Associates, Inc.
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By:
/s/ Xxxxx Xxxxxxxx
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Title:
CAO
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Amended
Schedule B
to
the
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QUASAR
DISTRIBUTORS, LLC
REGULATORY
DISTRIBUTION SERVICES
ANNUAL
FEE SCHEDULE
Brandywine
Advisors Fund
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Basic Distribution Services* (Effective March 1,
2006)
· Fee
at the annual rate of .0075 of
1%. Of the Fund’s averaged daily net
assets.
· Minimum
annual fee: first class or series $15,000; each
addt’l class or series- $3,000.
Advertising Compliance Review/NASD
Filings
· Basic
distribution service includes NASD filing fees, as follows:
· $175 per job for
the first 10 pages (minutes if tape or video); $20 per page
(minute if tape or video) thereafter.
· NASD
Expedited Service for 3 Day Turnaround
$750
for the first 10 pages (minutes if audio or video); $25
per page (minute if audio or video) thereafter.
(Comments are faxed. NASD may not accept expedited
request.)
· Non-NASD
filed materials, (e.g. Broker Use Only Materials, Institutional,
Correspondence)
$75 per job for the first 10 pages
(minutes if tape or video); $20 per page (minute if audio or
video) thereafter.
NASD Licensing of Investment Advisor’s Staff (if
desired) as Broker/Dealer representatives
· $1500
per year per registered representatives (“RRs”).
· Quasar
is limited to these licenses for sponsorship: Series, 6, 7, 24,
26, 27, 63, 66
· Plus
all associated NASD and State fees for RRs, including license and renewal
fees (see fee schedule).
· Client
to provide properly registered supervisors according to NASD regulation
and Quasar procedure.
CCO
Support Fee: $1,200 per
year (effective January 1, 2006)
Out-of-Pocket Expenses (if
applicable)*
Reasonable
out-of-pocket expenses incurred by the Distributor in connection with
activities primarily intended to result in the sale of Shares, including,
without limitation:
· typesetting,
printing and distribution of Prospectuses and shareholder
reports
· production,
printing, distribution and placement of advertising and sales literature
and materials
· engagement
of designers, free-xxxxx writers and public relations firms
· long-distance
telephone lines, services and charges
· postage
· overnight
delivery charges
· NASD
registration and filing fee
(NASD
advertising filing fees are included in Advertising Compliance Review
section above)
· record
retention
· travel,
lodging and meals
Fees
are billed monthly.
*
Upon prior approval of the
Corporation
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