DISTRIBUTION AGREEMENT
THIS
AGREEMENT is made and entered into as of this 25th day of October, 2000, by and
among Brandywine Blue Fund, Inc., a Maryland Corporation (“Company”), Xxxxxx
Associates, Inc. (the “Adviser”) and Quasar Distributors, LLC, a Delaware
limited liability company (“Distributor”).
WHEREAS,
the Company is registered under the Investment Company Act of 1940, as amended
(“1940 Act”), as an open-end management investment company, and is authorized to
issue shares of beneficial interests (“Shares”) in separate series with each
such series representing interests in a separate portfolio of securities and
other assets;
WHEREAS,
the Adviser is duly registered under the Investment Advisers Act of 1940, as
amended, and any applicable state securities laws, as an investment
adviser;
WHEREAS,
the Company desires to retain the Distributor as principal underwriter in
connection with the offering and sale of the Shares of each series listed on
Schedule A (as amended from time to time) (the “Funds”) to this
Agreement;
WHEREAS,
the Distributor is registered as a broker-dealer under the Securities Exchange
Act of 1934, as amended (the “1934 Act”), and is a member of the National
Association of Securities Dealers, Inc. (the “NASD”);
WHEREAS,
this Agreement has been approved by a vote of the Company’s board of directors
(“Board”) and its disinterested directors in conformity with Section 15(c) of
the 1940 Act; and
WHEREAS,
the Distributor is willing to act as principal underwriter for the Company on
the terms and conditions hereinafter set forth.
NOW,
THEREFORE, in consideration of the promises and mutual covenants herein
contained, and other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto, intending to be legally bound, do
hereby agree as follows:
1. Appointment
of the Distributor.
The
Company hereby appoints the Distributor as its agent for the sale and
distribution of Shares of the Funds, subject to the terms and for the period set
forth in this Agreement. The Distributor hereby accepts such
appointment and agrees to act hereunder.
2. Services
and Duties of the Distributor.
(a) The
Distributor agrees to sell Shares of the Funds on a best efforts basis as agent
for the Company during the term of this Agreement, upon the terms and at the
current offering price (plus sales charge, if any) described in the
Prospectus. As used in this Agreement, the term “Prospectus” shall
mean the current prospectus, including the statement of additional information,
as amended or supplemented, relating to the Funds and included in the currently
effective registration statement or post-effective amendment thereto (the
“Registration Statement”) of the Company under the Securities Act of 1933 (the
“1933 Act”) and the 1940 Act.
1
(b) During
the continuous public offering of Shares of the Funds, the Distributor will hold
itself available to receive orders, satisfactory to the Distributor, for the
purchase of Shares of the Funds and will accept such orders on behalf of the
Company. Such purchase orders shall be deemed effective at the time
and in the manner set forth in the Prospectus.
(c) The
Distributor, with the operational assistance of the Company’s transfer agent,
shall make Shares available for sale and redemption through the National
Securities Clearing Corporation’s Fund/SERV System.
(d) In
connection with all matters relating to this Agreement, the Distributor agrees
to act in conformity with the Company’s Articles of Incorporation and By-Laws
and with the instructions of the Board and to comply with the requirements of
the 1933 Act, the 1934 Act, the 1940 Act, the regulations of the NASD and all
other applicable federal or state laws and regulations. The
Distributor acknowledges and agrees that it is not authorized to provide any
information or make any representations other than as contained in the
Prospectus and any sales literature specifically approved by the Company and the
Distributor.
(e) The
Distributor agrees to cooperate with the Company in the development of all
proposed advertisements and sales literature relating to the
Funds. The Distributor agrees to review all proposed advertisements
and sales literature for compliance with applicable laws and regulations, and
shall file with appropriate regulators those advertisements and sales literature
it believes are in compliance with such laws and regulations. The
Distributor agrees to furnish to the Company any comments provided by regulators
with respect to such materials and to use its best efforts to obtain the
approval of the regulators to such materials.
(f) The
Distributor at its sole discretion may repurchase Shares offered for sale by
shareholders of the Funds. Repurchase of Shares by the Distributor
shall be at the price determined in accordance with, and in the manner set forth
in, the current Prospectus. At the end of each business day, the
Distributor shall notify, by any appropriate means, the Company and its transfer
agent of the orders for repurchase of Shares received by the Distributor since
the last report, the amount to be paid for such Shares, and the identity of the
shareholders offering Shares for repurchase. The Company reserves the
right to suspend such repurchase right upon written notice to the
Distributor. The Distributor further agrees to act as agent for the
Company to receive and transmit promptly to the Company’s transfer agent
shareholder requests for redemption of Shares.
(g) The
Distributor may, in its discretion, but subject to approval by the officers of
the company, enter into agreements with such qualified broker-dealers as it may
select, in order that such broker-dealers also may sell Shares of the
Funds. The form of any dealer agreement shall be mutually agreed upon
and approved by the Company and the Distributor. The Distributor may
pay a portion of any applicable sales charge, or allow a discount, to a selling
broker-dealer, as described in the Prospectus or, if not described, as agreed
upon with the broker-dealer. The Distributor shall include in the
forms of agreement with selling broker-dealers a provision for the forfeiture by
them of their sales charge or discount with respect to Shares sold by them and
redeemed, repurchased or tendered for redemption within seven business days
after the date of confirmation of such purchases.
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(h) The
Distributor shall devote its best efforts to effect sales of Shares of the Funds
but shall not be obligated to sell any certain number of Shares.
(i) The
Distributor shall prepare reports for the Board regarding its activities under
this Agreement as from time to time shall be reasonably requested by the Board,
including regarding use of 12b-1 payments.
(j) The
services furnished by the Distributor hereunder are not to be deemed exclusive
and the Distributor shall be free to furnish similar services to others so long
as its services under this Agreement are not impaired thereby. The
Company recognizes that from time to time officers and employees of the
Distributor may serve as directors, trustees, officers and employees of other
entities (including investment companies), that such other entities may include
the name of the Distributor as part of their name and that the Distributor or
its affiliates may enter into distribution, administration, fund accounting,
transfer agent or other agreements with such other entities.
3. Duties
and Representations of the Company.
(a) The
Company represents that it is duly organized and in good standing under the law
of its jurisdiction of incorporation and registered as an open-end management
investment company under the 1940 Act. The Company agrees that it
will act in material conformity with its Articles of Incorporation, By-Laws, its
Registration Statement as may be amended from time to time and resolutions and
other instructions of its Board. The Company agrees to comply in all
material respects with the 1933 Act, the 1940 Act, and all other applicable
federal and state laws and regulations. The Company represents and
warrants that this Agreement has been duly authorized by all necessary action by
the Company under the 1940 Act, state law and the Company’s Articles of
Incorporation and By-Laws.
(b) The
Company shall take or cause to be taken all necessary action to register Shares
of the Funds under the 1933 Act and to maintain an effective Registration
Statement for such Shares in order to permit the sale of Shares as herein
contemplated. The Company authorizes the Distributor to use the
Prospectus, in the form furnished to the Distributor from time to time, in
connection with the sale of Shares.
(c) The
Company represents and agrees that all Shares to be sold by it, including those
offered under this Agreement, are validly authorized and, when issued in
accordance with the description in the Prospectus, will be fully paid and
nonassessable. The Company further agrees that it shall have the
right to suspend the sale of Shares of any Fund at any time in response to
conditions in the securities markets or otherwise, and to suspend the redemption
of Shares of any Fund at any time permitted by the 1940 Act or the rules of the
Securities and Exchange Commission (“SEC”). The Company shall advise
the Distributor promptly of any such determination.
(d) The
Company agrees to advise the Distributor promptly in writing:
(i) of
any correspondence or other communication by the SEC or its staff relating to
the Funds, including requests by the SEC for amendments to the Registration
Statement or Prospectus;
3
(ii) in
the event of the issuance by the SEC of any stop-order suspending the
effectiveness of the Registration Statement then in effect or the initiation of
any proceeding for that purpose;
(iii) of
the happening of any event which makes untrue any statement of a material fact
made in the Prospectus or which requires the making of a change in such
Prospectus in order to make the statements therein not misleading;
and
(iv) of
all actions taken by the SEC with respect to any amendments to any Registration
Statement or Prospectus which may from time to time be filed with the
SEC.
(e) The
Company shall file such reports and other documents as may be required under
applicable federal and state laws and regulations. The Company shall
notify the Distributor in writing of the states in which the Shares may be sold
and shall notify the Distributor in writing of any changes to such
information.
(f) The
Company agrees to file from time to time such amendments to its Registration
Statement and Prospectus as may be necessary in order that its Registration
Statement and Prospectus will not contain any untrue statement of material fact
or omit to state any material fact required to be stated therein or necessary to
make the statements therein not misleading.
(g) The
Company shall fully cooperate in the efforts of the Distributor to sell and
arrange for the sale of Shares and shall make available to the Distributor a
statement of each computation of net asset value. In addition, the
Company shall keep the Distributor fully informed of its affairs and shall
provide to the Distributor from time to time copies of all information,
financial statements, and other papers that the Distributor may reasonably
request for use in connection with the distribution of Shares, including,
without limitation, certified copies of any financial statements prepared for
the Company by its independent public accountants and such reasonable number of
copies of the most current Prospectus, statement of additional information and
annual and interim reports to shareholders as the Distributor may
request. The Company shall forward a copy of any SEC filings,
including the Registration Statement, to the Distributor within one business day
of any such filings. The Company represents that it will not use or
authorize the use of any advertising or sales material unless and until such
materials have been approved and authorized for use by the
Distributor.
(h) The
Company represents and warrants that its Registration Statement and any
advertisements and sales literature of the Company (excluding statements
relating to the Distributor and the services it provides that are based upon
written information furnished by the Distributor expressly for inclusion
therein) shall not contain any untrue statement of material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein not misleading, and that all statements or information
furnished to the Distributor pursuant to this Agreement shall be true and
correct in all material respects.
4. Compensation.
As
compensation for the services performed and the expenses assumed by Distributor
under this Agreement including, but not limited to, any commissions paid for
sales of Shares, Distributor shall be entitled to the fees and expenses set
forth in Schedule B to this Agreement which are payable promptly after the last
day of each month. Such fees shall be paid to Distributor by the
Company pursuant to its Rule 12b-1 plan or, if Rule 12b-1 payments are not
sufficient to pay such fees and expenses, or if the Rule 12b-1 plan is
discontinued, or if the Fund’s sponsor, the Adviser, otherwise determines that
Rule 12b-1 fees shall not, in whole or in part, be used to pay Distributor, the
Adviser shall be responsible for the payment of the amount of such fees not
covered by Rule 12b-1 payments.
4
5. Expenses.
(a) The
Company shall bear all costs and expenses in connection with registration of the
Shares with the SEC and related compliance with state securities laws, as well
as all costs and expenses in connection with the offering of the Shares and
communications with shareholders of its Funds, including but not limited to (i)
fees and disbursements of its counsel and independent public accountants; (ii)
costs and expenses of the preparation, filing, printing and mailing of
Registration Statements and Prospectuses and amendments thereto, as well as
related advertising and sales literature, (iii) costs and expenses of the
preparation, printing and mailing of annual and interim reports, proxy materials
and other communications to shareholders of the Funds; and (iv) fees required in
connection with the offer and sale of Shares in such jurisdictions as shall be
selected by the Company pursuant to Section 3(e) hereof.
(b) The
Distributor shall bear the expenses of registration or qualification of the
Distributor as a dealer or broker under federal or state laws and the expenses
of continuing such registration or qualification. The Distributor
does not assume responsibility for any expenses not expressly assumed
hereunder.
6. Indemnification.
(a) The
Company shall indemnify, defend and hold the Distributor, and each of its
present or former members, officers, employees, representatives and any person
who controls or previously controlled the Distributor within the meaning of
Section 15 of the 1933 Act, free and harmless from and against any and all
losses, claims, demands, liabilities, damages and expenses (including the costs
of investigating or defending any alleged losses, claims, demands, liabilities,
damages or expenses and any reasonable counsel fee incurred in connection
therewith) which the Distributor, each of its present and former members,
officers, employees or representatives or any such controlling person, may incur
under the 1933 Act, the 1934 Act, any other statute (including Blue Sky laws) or
any rule or regulation thereunder, or under common law or otherwise, arising out
of or based upon any untrue statement, or alleged untrue statement of a material
fact contained in the Registration Statement or any Prospectus, as from time to
time amended or supplemented, or in any annual or interim report to
shareholders, or in any advertisement or sales literature, or arising out of or
based upon any omission, or alleged omission, to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading; provided, however, that the Company’s obligation to indemnify the
Distributor and any of the foregoing indemnitees shall not be deemed to cover
any losses, claims, demands, liabilities, damages or expenses arising out of any
untrue statement or alleged untrue statement or omission or alleged omission
made in the Registration Statement, Prospectus, annual or interim report, or any
such advertisement or sales literature in reliance upon and in conformity with
information relating to the Distributor and furnished to the Company or its
counsel by the Distributor in writing and acknowledging the purpose of its use
for the purpose of, and used in, the preparation thereof. The
Company’s agreement to indemnify the Distributor, and any of the foregoing
indemnitees, as the case may be, with respect to any action, is expressly
conditioned upon the Company being notified of such action brought against the
Distributor, or any of the foregoing indemnitees, within a reasonable time after
the summons or other first legal process giving information of the nature of the
claim shall have been served upon the Distributor, or such person, unless the
failure to give notice does not prejudice the Company. Such
notification shall be given by letter or by telegram addressed to the Company’s
President, but the failure so to notify the Company of any such action shall not
relieve the Company from any liability which the Company may have to the person
against whom such action is brought by reason of any such untrue, or alleged
untrue, statement or omission, or alleged omission, otherwise than on account of
the Company’s indemnity agreement contained in this Section 6(a).
5
(b) The
Company shall be entitled to participate at its own expense in the defense or,
if it so elects, to assume the defense of any suit brought to enforce any such
loss, claim, demand, liability, damage or expense, but if the Company elects to
assume the defense, such defense shall be conducted by counsel chosen by the
Company and approved by the Distributor, which approval shall not be
unreasonably withheld. In the event the Company elects to assume the
defense of any such suit and retain such counsel, the indemnified defendant or
defendants in such suit shall bear the fees and expenses of any additional
counsel retained by them. If the Company does not elect to assume the
defense of any such suit, or in case the Distributor does not, in the exercise
of reasonable judgment, approve of counsel chosen by the Company or, if under
prevailing law or legal codes of ethics, the same counsel cannot effectively
represent the interests of both the Company and the Distributor, and each of its
present or former members, officers, employees, representatives or any
controlling person, the Company will reimburse the indemnified person or persons
named as defendant or defendants in such suit, for the fees and expenses of any
counsel retained by Distributor and them. The Company’s
indemnification agreement contained in Sections 6(a) and 6(b) shall remain
operative and in full force and effect regardless of any investigation made by
or on behalf of the Distributor, and each of its present or former members,
officers, employees, representatives or any controlling person, and shall
survive the delivery of any Shares and the termination of this
Agreement. This agreement of indemnity will inure exclusively to the
Distributor’s benefit, to the benefit of each of its present or former members,
officers, employees or representatives or to the benefit of any controlling
persons and their successors. The Company agrees promptly to notify
the Distributor of the commencement of any litigation or proceedings against the
Company or any of its officers or directors in connection with the issue and
sale of any of the Shares.
(c) The
Company shall advance attorney’s fees and other expenses incurred by any person
in defending any claim, demand, action or suit which is the subject of a claim
for indemnification pursuant to this Section 6 to the maximum extent permissible
under applicable law.
(d) The
Distributor shall indemnify, defend and hold the Company, and each of its
present or former directors, officers, employees, representatives, and any
person who controls or previously controlled the Company within the meaning of
Section 15 of the 1933 Act, free and harmless from and against any and all
losses, claims, demands, liabilities, damages and expenses (including the costs
of investigation or defending any alleged losses, claims, demands, liabilities,
damages or expenses, and any reasonable counsel fee incurred in connection
therewith) which the Company, and each of its present or former directors,
officers, employees, representatives, or any such controlling person, may incur
under the 1933 Act, the 1934 Act, any other statute (including Blue Sky laws) or
any rule or regulation thereunder, or under common law or otherwise, arising out
of or based upon any untrue, or alleged untrue, statement of a material fact
contained in the Company’s Registration Statement or any Prospectus, as from
time to time amended or supplemented, or arising out of or based upon the
omission, or alleged omission, to state therein a material fact required to be
stated therein or necessary to make the statement not misleading, but only if
such statement or omission was made in reliance upon, and in conformity with,
written information relating to the Distributor and furnished to the Company or
its counsel by the Distributor for the purpose of, and used in, the preparation
thereof. The Distributor’s agreement to indemnify the Company, and
any of the foregoing indemnitees, is expressly conditioned upon the
Distributor’s being notified of any action brought against the Company, and any
of the foregoing indemnitees, such notification to be given by letter or
telegram addressed to the Distributor’s President, within a reasonable time
after the summons or other first legal process giving information of the nature
of the claim shall have been served upon the Company or such person unless the
failure to give notice does not prejudice the Distributor, but the failure so to
notify the Distributor of any such action shall not relieve the Distributor from
any liability which the Distributor may have to the person against whom such
action is brought by reason of any such untrue, or alleged untrue, statement or
omission, otherwise than on account of the Distributor’s indemnity agreement
contained in this Section 6(d).
6
(e) The
Distributor shall be entitled to participate at its own expense in the defense
or, if it so elects, to assume the defense of any suit brought to enforce any
such loss, claim, demand, liability, damage or expense, but if the Distributor
elects to assume the defense, such defense shall be conducted by counsel chosen
by the Distributor and approved by the Company, which approval shall not be
unreasonably withheld. In the event the Distributor elects to assume
the defense of any such suit and retain such counsel, the indemnified defendant
or defendants in such suit shall bear the fees and expenses of any additional
counsel retained by them. If the Distributor does not elect to assume
the defense of any such suit, or in case the Company does not, in the exercise
of reasonable judgment, approve of counsel chosen by the Distributor or, if
under prevailing law or legal codes of ethics, the same counsel cannot
effectively represent the interests of both the Company and the Distributor, and
each of its present or former members, officers, employees, representatives or
any controlling person, the Distributor will reimburse the indemnified person or
persons named as defendant or defendants in such suit, for the fees and expenses
of any counsel retained by the Company and them. The Distributor’s
indemnification agreement contained in Sections 6(d) and (e) shall remain
operative and in full force and effect regardless of any investigation made by
or on behalf of the Company, and each of its present or former directors,
officers, employees, representatives or any controlling person, and shall
survive the delivery of any Shares and the termination of this
Agreement. This Agreement of indemnity will inure exclusively to the
Company’s benefit, to the benefit of each of its present or former directors,
officers, employees or representatives or to the benefit of any controlling
persons and their successors. The Distributor agrees promptly to
notify the Company of the commencement of any litigation or proceedings against
the Distributor or any of its officers or directors in connection with the issue
and sale of any of the Shares.
(f) No
person shall be obligated to provide indemnification under this Section 6 if
such indemnification would be impermissible under the 1940 Act, the 1933 Act,
the 1934 Act or the rules of the NASD; provided, however, in such
event indemnification shall be provided under this Section 6 to the maximum
extent so permissible.
7
7. Obligations
of Company.
This
Agreement is executed by and on behalf of the Company and the obligations of the
Company hereunder are not binding upon any of the directors, officers or
shareholders of the Company individually but are binding only upon the Company
and with respect to the Funds to which such obligations pertain.
8. Counterparts.
This
Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original agreement but all of which counterparts shall together
constitute but one and the same instrument.
9. Governing
Law.
This
Agreement shall be construed in accordance with the laws of the State of
Wisconsin, without regard to conflicts of law principles. To the
extent that the applicable laws of the State of Wisconsin, or any of the
provisions herein, conflict with the applicable provisions of the 1940 Act, the
latter shall control, and nothing herein shall be construed in a manner
inconsistent with the 1940 Act or any rule or order of the SEC
thereunder.
10. Duration
and Termination.
(a) This
Agreement shall become effective with respect to each Fund listed on Schedule A
hereof as of the date hereof and, with respect to each Fund not in existence on
that date, on the date an amendment to Schedule A to this Agreement relating to
that Fund is executed. Unless sooner terminated as provided herein,
this Agreement shall continue in effect for two years from the date
hereof. Thereafter, if not terminated, this Agreement shall continue
automatically in effect as to each Fund for successive one-year periods,
provided such continuance is specifically approved at least annually by (i) the
Company’s Board or (ii) the vote of a “majority of the outstanding voting
securities” of a Fund, and provided that in either event the continuance is also
approved by a majority of the Company’s Board who are not “interested persons”
of any party to this Agreement, by vote cast in person at a meeting called for
the purpose of voting on such approval.
(b) Notwithstanding
the foregoing, this Agreement may be terminated, without the payment of any
penalty, with respect to a particular Fund (i) through a failure to renew this
Agreement at the end of a term, (ii) upon mutual consent of the parties, or
(iii) upon no less than 60 days’ written notice, by either the Company through a
vote of a majority of the members of the Board who are not “interested persons”
of the Company and have no direct or indirect financial interest in the
operation of this Agreement or by vote of a “majority of the outstanding voting
securities” of a Fund, or by the Distributor. The terms of this
Agreement shall not be waived, altered, modified, amended or supplemented in any
manner whatsoever except by a written instrument signed by the Distributor and
the Company. If required under the 1940 Act, any such amendment must
be approved by the Company’s Board, including a majority of the Company’s Board
who are not “interested persons” of any party to this Agreement, by vote cast in
person at a meeting for the purpose of voting on such amendment. In
the event that such amendment affects the Adviser, the written instrument shall
also be signed by the Adviser. This Agreement will automatically
terminate in the event of its assignment.
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11. Confidentiality.
The
Distributor agrees on behalf of its employees to treat all records relative to
the Company and prior, present or potential shareholders of the Company as
confidential, and not to use such records for any purpose other than performance
of the Distributor’s responsibilities and duties under this Agreement, except
after notification and prior approval by the Company, which approval shall not
be unreasonably withheld, and may not be withheld where the Distributor may be
exposed to civil or criminal proceedings for failure to comply, when requested
to divulge such information by duly constituted authorities, when subject to
governmental or regulatory audit or investigation, or when so requested by the
Company. Records and information which have become known to the
public through no wrongful act of the Distributor or any of its employees,
agents or representatives shall not be subject to this paragraph.
12. Miscellaneous.
The
captions in this Agreement are included for convenience of reference only and in
no way define or delimit any of the provisions hereof or otherwise affect their
construction or effect. Any provision of this Agreement which may be
determined by competent authority to be prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors. As
used in this Agreement, the terms “majority of the outstanding voting
securities,” “interested person,” and “assignment” shall have the same meaning
as such terms have in the 1940 Act.
13. Notice.
Any
notice required or permitted to be given by any party to the others shall be in
writing and shall be deemed to have been given on the date delivered personally
or by courier service or 3 days after sent by registered or certified mail,
postage prepaid, return receipt requested or on the date sent and confirmed
received by facsimile transmission to the other parties’ respective addresses
set forth below:
Notice to
the Distributor shall be sent to:
Quasar
Distributors, LLC
Attn: President
000 Xxxx
Xxxxxxxx Xxxxxx
Xxxxxxxxx,
XX 00000
notice to
the Company shall be sent to:
Brandywine
Blue Fund, Inc.
Attn:
Xxxxx Xxxxxxxx
0000
Xxxxxxx Xxxx
Xxxxxxxxxx,
XX 00000
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notice to
the Adviser shall be sent to:
Xxxxxx Associates,
Inc.
Attn:
Xxxxx Xxxxxxxx
0000
Xxxxxxx Xxxx
Xxxxxxxxxx,
XX 00000
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their officers designated as of the day and year first above
written.
|
Brandywine
Blue Fund, Inc.
|
Quasar
Distributors, LLC
|
|
By:
/s/ Xxxxx Xxxxxxxx
|
By:
/s/ Xxxxx X. Xxxxxxxxx
|
|
Title:
VP and Secretary
|
Title:
President
|
|
Xxxxxx
Associates, Inc.
|
|
|
By:
/s/ Xxxxxxx X. X’Xxxxxx
|
|
|
Title:
__________________
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10
SCHEDULE
A
to
the
by
and among
Brandywine
Blue Fund, Inc.
Xxxxxx
Associates, Inc.
and
Quasar
Distributors, LLC
Brandywine
Advisors Fund
SCHEDULE
B
to
the
by
and among
Brandywine
Blue Fund, Inc.
Xxxxxx
Associates, Inc.
and
Quasar
Distributors, LLC
Fees
Basic Distribution
Services
|
·
|
Fee
at the annual rate of .01 of 1% (one
basis point) of the Fund’s average daily net assets, payable monthly in
arrears
|
|
·
|
Minimum
annual fee: first class or series -- $15,000; each
additional class or series -- $3,000
|
Advertising Compliance
Review/NASD Filings
|
·
|
$150 per job for
the first 10 pages/minutes; $20 per
page/minute thereafter
|
|
·
|
NASDR
Expedited Service for 3 day
turnaround
|
|
·
|
$750 for the
first 10 pages/minutes; $25 per
page/minute thereafter
|
(Comments
are faxed. NASDR may not accept expedited request.)
Licensing of Investment
Advisor’s Staff (if desired)
|
·
|
$900 per year per
Series 7 representative
|
|
·
|
All
associated NASD and State fees for Registered Representatives, including
license and renewal fees.
|
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:
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·
|
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
filing fees
|
|
·
|
record
retention
|
|
·
|
travel,
lodging and meals
|
