AMENDMENT NUMBER TWO TO DISTRIBUTION AGREEMENT
AMENDMENT
NUMBER TWO
TO
THIS
AMENDMENT NUMBER TWO TO DISTRIBUTION
AGREEMENT (this “Amendment”) is
entered into as of the _____ day of ________ 2010 (“Amendment Effective
Date”) between Global X Funds, a Delaware statutory trust (the “Trust”), on behalf of
its separate series listed on Schedule A (each, a “Fund” and
collectively, the “Funds”); Global X Management Company LLC, a
Delaware limited liability company (“GXMC”); and SEI Investments
Distribution Co., a Pennsylvania corporation (the “Distributor”).
WHEREAS,
the Trust, GXMC and the Distributor entered into a Distribution Agreement dated
as of the 24th day of October, 2008 pursuant to which the Trust retained the
Distributor to act as the distributor with respect to the issuance and
distribution of Creation Units of each Fund, hold itself available to receive
and process orders for such Creation Units in the manner set forth in the
Trust’s Prospectus, and to enter into arrangements with broker-dealers who may
solicit purchases of Creation Units and with broker-dealers and others to
provide for servicing of shareholder accounts and for distribution assistance,
including broker-dealer and shareholder support (the “Agreement”);
and
WHEREAS, the Trust, GXMC and the
Distributor desire to amend the Agreement on the terms and subject to the
conditions provided herein.
NOW
THEREFORE, in consideration of the premises, covenants, representations and
warranties contained herein, and intending to be legally bound hereby, the
parties hereto agree as follows:
1.
|
Schedule A (List of
Funds). Schedule A (List of Funds) of the Agreement is
hereby deleted and replaced in its entirety as set forth in Schedule A,
attached hereto.
|
2.
|
Ratification of
Agreement. Except as expressly amended and provided herein, all of
the terms, conditions and provisions of the Agreement are hereby ratified
and confirmed to be of full force and effect, and shall continue in full
force and effect.
|
3.
|
Counterparts. This Amendment may be
executed in one or more counterparts, all of which shall constitute one
and the same instrument. Each such counterpart shall be deemed
an original, and it shall not be necessary in making proof of this
Agreement to produce or account for more than one such
counterpart. This Amendment shall be deemed executed by both
parties when any one or more counterparts hereof or thereof, individually
or taken together, bears the original, scanned or facsimile signatures of
each of the parties.
|
4.
|
Governing Law. This Amendment shall be
governed by and construed in accordance with the laws of the Commonwealth
of Pennsylvania without giving effect to any conflict of laws or choice of
laws rules or principles thereof. To the extent that the
applicable laws of the Commonwealth of Pennsylvania, or any of the
provisions of this Amendment, conflict with the applicable provisions of
the 1940 Act, the Securities Act of 1933 or the Securities Exchange Act of
1934, the latter shall control.
|
[Signature
Page Follows]
1
IN WITNESS WHEREOF, the
parties hereto have executed this Amendment by their duly authorized
representatives as of the day and year first above written.
GLOBAL
X FUNDS, on behalf of its separate
series
listed on Schedule A
By:
________________________________
Name:
Title:
GLOBAL
X MANAGEMENT COMPANY LLC
(With
respect to Section 5 of the Agreement only)
By:
________________________________
Name:
Title:
|
SEI
INVESTMENTS DISTRIBUTION CO.
By:
______________________________
Name:
Title:
|
2
SCHEDULE
A
List of
Funds
Global X
FTSE Nordic 30 ETF
Global X
FTSE Denmark ETF
Global X
FTSE Finland ETF
Global X
FTSE Norway ETF
Global X
FTSE Argentina 20 ETF
Global X
InterBolsa FTSE Colombia 20 ETF
Global X
FTSE Egypt 30 ETF
Global X
FTSE Peru 20 ETF
Global X
FTSE Philippines 30 ETF
Global X
FTSE Poland ETF
Global X
Pakistan KSE-30 ETF
Global X
Emerging Africa XX-00 XXX
Xxxxxx X
XXXX Xxxxxx Xxxx Xxxxxxxx ETF
Global X
China Consumer ETF
Global X
China Energy ETF
Global X
China Financials ETF
Global X
China Industrials ETF
Global X
China Materials ETF
Global X
China Technology ETF
Global X
Copper Miners ETF
Global X
Gold Miners ETF
Global X
Platinum Miners ETF
Global X
Silver Miners ETF
3