THE JENSEN PORTFOLIO, INC. AND JENSEN INVESTMENT MANAGEMENT, INC. AMENDMENT TO THE DISTRIBUTION AGREEMENT
THE
XXXXXX PORTFOLIO, INC. AND XXXXXX INVESTMENT MANAGEMENT, INC.
AMENDMENT
TO
THIS AMENDMENT dated as of the
16 day of July, 2008, to the Distribution Agreement dated as of March 12, 2001,
as amended July 27, 2006 (the "Agreement"), is entered into by and among The Xxxxxx Portfolio, Inc., an
Oregon corporation (the "Company"), Xxxxxx
Investment Management, Inc., an Oregon corporation (the “Adviser”) and
Quasar
Distributors, LLC, a Delaware limited liability company (the
“Distributor”).
RECITALS
WHEREAS, the parties have
entered into a Distribution Agreement; and
WHEREAS, the parties desire to
amend the fees of said Agreement; and
WHEREAS, Section 10 (b) of the Agreement
allows for its amendment by a written instrument executed by both
parties.
NOW, THEREFORE, the parties
agree as follows:
Schedule
B, the fee schedule of the Agreement, is hereby superseded and replaced with the
fee schedule attached hereto.
Except to
the extent amended hereby, the Agreement shall remain in full force and
effect.
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 day and year
first written above.
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THE
XXXXXX PORTFOLIO, INC.
By:
/s/ Xxxxxx
XxXxxx
Name:
Xxxxxx
XxXxxx
Title:
President
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QUASAR DISTRIBUTORS,
LLC
By:
/s/ Xxxxx X.
Xxxxxxxxx
Name: Xxxxx X.
Xxxxxxxxx
Title: President
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XXXXXX
INVESTMENT MANAGEMENT, INC.
By:
/s/ Xxxxxx
XxXxxx
Name:
Xxxxxx
XxXxxx
Title:
President
1
Schedule
B to the Distribution Agreement
The
Xxxxxx Portfolio, Inc. and Xxxxxx Investment Management, Inc.
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DISTRIBUTION
SERVICES -
ANNUAL
FEE SCHEDULE
at
July, 2008
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Basic
Distribution Services
● [_]% of
assets on first $[_] million
●
[_]%
of assets on next $[_] billion
●
[_]%
of assets on next $[_] billion
Maximum
fee of $[_]on assets of $[_]billion
Advertising
Compliance Review/FINRA Filings
●
$[_]
per job for the first [_]
pages (minutes if tape or video);
$[_]per
page (minutes if tape or video) thereafter
●
FINRA
Expedited Service for [_]
day turnaround:
●
$[_]
for the first [_]
pages (minutes if audio or video)
$[_]
per page (minutes if audio or video) thereafter
(Comments are faxed. FINRA may not accept expedited
request.)
Non-FINRA
filed materials, e.g. Institutional Use Only,
Quasar
Review Only, Correspondence, etc.
$[_]
per job for the first [_]
pages (minutes if tape or video);
$[_]
per page (minute if tape or video) thereafter
● Quasar
Expedited Review Service for 24 Hour
Turnaround
– Does not include FINRA filing fee, if
applicable
$[_]
for the first [_]
pages (minutes if audio or video);
$[_]
per page (minute
if audio or video) thereafter.
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Licensing
of Investment Advisor’s Staff (if desired)
● $[_]
per year per Series 7
● All
associated FINRA and State fees for Registered
Representatives,
including license and renewal
fees.
● $[_] penalty to be paid by
Adviser if written notice of termination of
a RR
is not received by Quasar
within ten (10) business days of the
RR’s effective date of termination.
Out-of-Pocket Expenses
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
● FINRA
registration fees (FINRA advertising filing fees are included
in Advertising Compliance Review
section above)
● record
retention
● travel,
lodging and meals
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2
Schedule
B (continued) to the Distribution Agreement
The
Xxxxxx Portfolio, Inc. and Xxxxxx Investment Management, Inc.
CCO
Fee Schedule effective 1/01/08
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CHIEF
COMPLIANCE OFFICER
SUPPORT
SERVICES
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Chief
Compliance Officer Support Services
U.S.
Bancorp provides support to the Chief Compliance Officer (CCO) of each
fund serviced either by U.S. Bancorp Fund Services, LLC or Quasar
Distributors, LLC. Indicated below are samples of functions
performed by USBFS in this CCO support role:
●
Business
Line Functions
Supported
●
Fund
Administration and Compliance
●
Transfer
Agent and Shareholder Services
● Fund
Accounting
● Custody
Services
●
Securities
Lending Services
●
Distribution
Services
●
Daily
Resource to Fund CCO, Fund Board,
Advisor
● Provide
USBFS/USB Critical Procedures & Compliance
Controls
● Daily
and Periodic Reporting
● Periodic
CCO Conference Calls
● Dissemination
of Industry/Regulatory
Information
● Client
& Business Line CCO Education &
Training
● Due
Diligence Review of USBFS Service
Facilities
● Quarterly
USBFS Certification
● Board
Meeting Presentation and Board
Support
● Testing,
Documentation, Reporting
Annual
Fee Schedule*
● $[_]
per service per
year
Fees
are billed monthly.
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