AMENDMENT TO THE DISTRIBUTION AGREEMENT
AMENDMENT
TO THE
THIS AMENDMENT, dated as of
the __ day of September, 2008, by and among Xxxxxxx Investment Trust, a
Delaware statutory trust (the “Trust”), Quasar Distributors, LLC, a
Delaware limited liability company (the “Distributor”), and Xxxxxxx Investment Partners, L.P.,
a Delaware limited partnership and the investment advisor to the Trust
(the “Advisor”), as parties to the Distribution Agreement dated as of October 3,
2005 (the “Agreement”).
WHEREAS, the parties to the
Agreement desire to amend the Agreement in the manner set forth
herein;
NOW THEREFORE, pursuant to
section 11 of the Agreement, the parties hereby amend the fees and funds of the
Agreement as follows:
Exhibit A
(“Exhibit A”) and Exhibit B (“Exhibit B”) is hereby superseded and replaced with
Exhibit A and Exhibit B attached hereto.
The
Agreement, as amended, 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 date first above
written.
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XXXXXXX
INVESTMENT TRUST
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QUASAR
DISTRIBUTORS, LLC
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By:
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By:
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Name:
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Xxxxx X.
Xxxxxxxxx
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Title:
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Title:
President
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XXXXXXX
INVESTMENT PARTNERS, L.P.
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By:
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Name:
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Title:
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1
Exhibit
A to the Distribution Agreement
Xxxxxxx
Investment Trust and Xxxxxxx Investment Partners. L.P.
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QUASAR
DISTRIBUTORS, LLC
REGULATORY
DISTRIBUTION SERVICES
FEE
SCHEDULE at October, 2008
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Regulatory
Distribution Annual Services Per Fund*
Minimum
annual fee:
·
First
12 months - $15,000 first fund, $8,000 for each additional
fund
·
Second
12 months - $24,000 first fund, $12,000 for each additional
fund
·
Third
12 months and therefore - $35,000 first fund, $15,000 for each additional
fund
· Distributor
concession, if applicable, is paid to Quasar
Advertising Compliance
Review/FINRA Filings
· $175
per job for the first 10 pages (minutes if tape or video); $20 per page
(minute if tape or video) thereafter (includes FINRA filing
fee)
· Non-FINRA
filed materials, e.g. Institutional Use Only, Quasar Review Only,
Correspondence, etc.
$75
per job for the first 10 pages (minutes if tape or video); $10 per page
(minute if tape or video) thereafter
· FINRA
Expedited Filing Service for 3 Day Turnaround
$1,000
for the first 10 pages (minutes if audio or video); $25 per page (minute
if audio or video) thereafter. (Comments are
faxed. FINRA may not accept expedited request.)
· Quasar
Expedited Review Service for 24 Hour Turnaround – Does not include FINRA
filing fee, if applicable
$500 for the first 10 pages (minutes if audio or video); $25 per page
(minute if audio or video) thereafter.
Licensing of
Investment Advisor’s Staff (if desired)
· $2,500
per year per registered representative (RR)
· Quasar
is limited to these licenses for sponsorship: Series, 6, 7, 24,
26, 27, 63, 66
· $3,000
per FINRA designated branch location
· Plus
all associated FINRA and State fees for Registered Representatives,
including license and renewal fees.
· $500
penalty to be paid by Advisor 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.
Fund Fact
Sheets
· Design
- $1,000 per fact sheet, includes first production
· Production
- $500.00 per fact sheet per production period
· All
printing costs are out-of-pocket expenses, and in addition to the design
fee and production fee.
· Web
sites, brochures and other sales support materials – Project priced via
Quasar proposal.
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
Fees
are billed monthly.
*
Subject to CPI increase, Milwaukee
MSA.
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2
Exhibit
B
to
the
Xxxxxxx
Investment Trust and Xxxxxxx Investment Partners, L.P.
Fund
Names
Separate
Series of Xxxxxxx Investment Trust
Name of
Series
Brandes
Institutional International Equity Fund
Xxxxxxx
Separately Managed Account Reserve Trust
Xxxxxxx
Institutional Core Plus Fixed Income Fund
Xxxxxxx
Institutional Enhanced Income Fund
Xxxxxxx
Institutional Global Equity Fund
3
