FEE ALLOCATION AGREEMENT
Exhibit 10.7
This Fee Allocation Agreement (the “Agreement”) is made and entered
into as of this 17th day of July, 2008 by and among III:I Financial Management Research, L.P. (“FMR”), a
Texas limited partnership, and Xxxx, Xxxxxxx & Associates, P.L.L.C. (formerly known as Xxxx, Xxxxxxx and Associates, P.C.), a Texas professional limited liability company (“Xxxx Xxxxxxx”). Reference is made to that certain Advisory Services Agreement, dated April
27, 2006 (the “ASA”), entered into
by and among FMR, Xxxx Xxxxxxx, and T Bank, N.A., a national banking association (“T
Bank”). Capitalized terms used herein, but not otherwise defined, shall have the meanings set forth in the ASA.
RECITALS
WHEREAS, pursuant to the ASA, FMR agreed to provide certain services to T Bank, with respect to the implementation,
management, and operation of T Bank’s collective investment funds;
WHEREAS, the parties hereto recognize that a potential conflict of interest may arise with respect to payment to FMR of
certain fees collected, pursuant to the ASA, from certain Clients of Xxxx Xxxxxxx for whom Xxxx Xxxxxxx provides investment advisory services;
WHEREAS, prior to the date such potential conflict of interest arose, the parties agreed to allocate the fees in such a
manner as to eliminate the potential conflict of interest; and
WHEREAS, the parties desire to document and clarify the allocation of fees between FMR and Xxxx Xxxxxxx that was
previously implemented.
NOW, THEREFORE, BE IT RESOLVED, in consideration of the mutual covenants and agreements contained herein and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. With respect to Clients of Xxxx Xxxxxxx with whom FMR has a potential conflict of interest, as may be
determined from time to time, to the extent necessary or required to remove such potential conflict of interest, FMR shall not receive any compensation for any services provided, directly or indirectly, by FMR to such Clients of Xxxx Xxxxxxx.
2. A portion of the fees calculated under Section 4.01 of the ASA, in an amount sufficient and necessary to remove
such potential conflict of interest, shall be paid to Xxxx Xxxxxxx. Such fees payable to Xxxx Xxxxxxx shall be deducted from fees otherwise payable to FMR pursuant to Section 4.01 of the ASA.
3. Notwithstanding any contrary provision in the ASA or other agreement between Xxxx Xxxxxxx and FMR, whether written or oral, no portion of such fees paid to Xxxx Xxxxxxx pursuant to this Agreement shall be
allocated, contributed, or otherwise paid to FMR.
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IN WITNESS WHEREOF, the undersigned have executed this First Amendment as of the day and year
above written.
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III:I FINANCIAL MANAGEMENT RESEARCH, L.P., a Texas limited
partnership
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By:
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III:I FMR, INC., a Texas corporation, its general partner
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By:
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/s/ Xxxxxxx X. Xxxx |
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Xxxxxxx X. Xxxx, President
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XXXX XXXXXXX & ASSOCIATES, P.L.L.C., a Texas
professional limited liability company
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By:
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XXXX & XXXXXXX, P.C., a Texas professional corporation,
its managing member
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By:
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/s/ Xxxxxxx X. Xxxx | ||
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Xxxxxxx X. Xxxx, President
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Signature Page to Fee Allocation Agreement
