AGREEMENT
This Agreement is made this 8th day of November, 1995 among S.I.S. Mercator
Fund, Inc., a Maryland corporation (the "Fund"), and Xxxxxxx X. Xxxxxxx
("Xxxxxxx"), an individual residing at Villanova, Pennsylvania.
W I T N E S S E T H:
WHEREAS, the Fund is comprised of two classes of shares, designated the
Global Equity Portfolio and the Global Income Portfolio, respectively
("Portfolios"), and
WHEREAS, Xxxxxxx desires to acquire shares of the Fund as provided herein.
NOW, THEREFORE, intending to be legally bound, the parties agree as follows:
1.The Fund shall provide Xxxxxxx with copies of its registration statement
filed with the Securities and Exchange Commission under the Investment
Company Act of 1940 and the Securities Act of 1933 ("Registration Statement").
2.Xxxxxxx shall contribute cash in the amount of $150,000 to the capital of
the Fund. $100,000 will be contributed to the Global Equity Portfolio and
$50,000 to the Global Income Portfolio.
0.Xx consideration of the contribution described in Section 2 above, the
Fund shall issue shares of common stock of the Portfolios so designated at
a purchase price per share equal to the net asset value per share of the
Portfolios, calculated in the manner described in the Registration
Statement. For the purpose of the initial issuance of shares, the purchase
price shall be $10.00 per share. The shares will not be registered under
the Securities Act of 1933, as amended ("Act"), on the basis of an exemption
from registration set forth in section 4(2) of the Act and may not be sold
or transferred in absence of registration under the Act except in a
transaction which is exempt from registration. The foregoing restriction
on transferability does not prohibit redemption of the shares as provided
in the registration statement.
4.The Fund hereby represents and warrants to Xxxxxxx that upon issuance, on
the terms provided herein, the shares of the Portfolios issued hereunder
shall be duly and validly issued, legally outstanding shares of common
stock of the Fund.
5.Xxxxxxx represents and warrants that he is buying the shares for
investment and has no present intention to sell or redeem the shares.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
S.I.S. Mercator Fund, Inc.
Attest:________________________
By:___________________________
Secretary President
Witness:_______________________ ______________________________
Xxxxxxx X. Xxxxxxx
CONSENT OF SOLE SHAREHOLDER
I, Xxxxxxx X. Xxxxxxx, the holder of all of the outstanding shares of
common stock of the Global Income Portfolio and the Global Equity Portfolio
of S.I.S. Mercator Fund, Inc. ("Fund") hereby approve:
1. the Investment Management Agreements between Strategic Investment
Services and the Fund for the Global Income Portfolio and the Global
Equity Portfolio, both agreements dated November 8, 1995; and
2.the Distribution Plan of the Fund, including the Agreement between the
Fund and East Coast Consultants, Inc., as approved by the board of
directors of the Fund at their meeting on July 7, 1995.
_________________________ ________________
Witness Xxxxxxx X. Xxxxxxx
November 8, 1995.
Date
