DISTRIBUTION AGREEMENT
AGREEMENT dated as of _____________,1996 by and between Xxxxxxx, Xxxxxxx
Funds, Inc., an open-end management investment company organized as a
corporation under the laws of the State of Maryland (the "Fund"), and AMT
Capital Services, Inc., a Delaware corporation ("AMT Capital").
WHEREAS, the Fund desires that AMT Capital shall be, for the period of
this Agreement, the distributor of shares of the Fund (the "Shares");
WHEREAS, the Fund offers shares of three separate series (individually,
a "Series," and collectively, the "Series"), which have been registered under
the Securities Act of 1933, as amended (the "1933 Act");
WHEREAS, the Fund desires to appoint AMT Capital as the distributor of
the Shares, and AMT Capital wishes to become the distributor of the Shares.
NOW, THEREFORE, in consideration of the above premises and of other good
and valuable consideration, the parties hereto, intending to be legally bound,
agree as follows:
1. Appointment of Distributor
The Fund hereby appoints AMT Capital as the distributor of the Fund's
Shares for the period and on the terms set forth in this Agreement. This
appointment applies to each existing Series of Shares, as well as any future
series provided (i) the Fund does not object to AMT Capital in writing on any
basis or (ii) AMT Capital does not object to the Fund in writing on the basis
of the capabilities of AMT Capital. AMT Capital accepts such appointment and
agrees to render the services and provide, at its own expense, the office
space, furnishings and equipment, and the personnel required by it to perform
the services on the terms herein provided.
2. Representation and Warranties of AMT Capital
AMT Capital represents and warrants to the Fund that:
A. AMT Capital is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware and has full power and
authority, corporate and otherwise, to consummate the transactions contemplated
by this Agreement. AMT Capital is duly qualified to carry out its business,
and is in good standing, in the State of New York.
B. The Board of Directors and stockholders of AMT Capital have taken all
action required by law and AMT Capital's Certificate of Incorporation and By-
Laws to authorize the execution and delivery of this Agreement by AMT Capital
and the consummation on behalf of AMT Capital of the transactions contemplated
by this Agreement. This Agreement constitutes a legal, valid and binding
obligation of AMT Capital enforceable in accordance with its terms. Neither
the execution and delivery of this Agreement, nor the consummation of the
transactions contemplated hereby, will result in a breach of, or constitute a
default under, or with lapse of time or giving of notice or both will result in
a breach of or constitute a default under, or otherwise give any party thereto
the right to terminate (a) any mortgage, indenture, loan or credit agreement or
any other agreement or instrument evidencing indebtedness for money borrowed to
which AMT Capital is a party or by which AMT Capital or any of its properties
is bound or affected, or pursuant to which AMT Capital has guaranteed the
indebtedness of any person, or (b) any lease, license, contract or other
agreement to which AMT Capital is a party or by which AMT Capital or any of its
properties is bound or affected. Neither the execution and delivery of this
Agreement, nor the consummation of the transactions contemplated hereby, will
result in, or require, the creation or imposition of any mortgage, deed or
trust, pledge, lien, security interest, or other charge or encumbrance of any
nature upon or with respect to any of the properties now or hereafter owned by
AMT Capital.
C. Neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated hereby will violate any provision
of the Certificate of Incorporation or By-Laws of AMT Capital.
D. Except such as have been obtained and as are in full force and
effect and subject to no dispute, claim or challenge, no permit, license,
franchise, approval, authorization, qualification or consent of, registration
or filing with, or notice to, any governmental authority is required in
connection with the execution and delivery by AMT Capital of this Agreement or
in connection with the consummation by AMT Capital of any transactions
contemplated by this Agreement, and no such permit, license, franchise,
approval, authorization, qualification or consent of, registration or filing
with, or notice to any federal, state or local governmental authority is
required in connection with AMT Capital's business or operations as currently
conducted or as currently contemplated to be conducted. AMT Capital has
conducted its business and operations in compliance with all applicable laws
and regulations.
E. AMT Capital 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").
3. Duties of the Fund
The Fund shall use its reasonable efforts to cooperate in the
maintenance by the investment adviser or other service provider of the
registration of the Fund's securities under the 1940 Act and the 1933 Act, and
the Fund and/or such service providers shall bear all expenses in connection
therewith. It is understood that this Agreement shall not require AMT Capital
to bear any expenses related to the Fund's registration or maintenance of the
Fund's registration.
The Fund shall cooperate in the qualification by the investment adviser
or other service provider of the Fund of each Series of Shares under the laws
of such states and other jurisdictions of the United States as the Fund shall
determine and shall execute and deliver such documents as may reasonably be
required for such purpose, but the Fund shall not be required to qualify as a
foreign business entity in any jurisdiction, nor effect any modification of
its policies or practices without prior approval of the Fund's Board of
Directors. The Fund's officers, subject to the direction of the Board of
Directors of the Fund and with the advice of AMT Capital, shall determine
whether it is desirable to qualify or continue to offer Shares of any Series
in any jurisdiction. AMT Capital shall have no obligation hereunder to assist
in the qualification of Shares of any Series in any jurisdiction or in the
maintenance of any qualification, other than its obligation to serve as
registered agent to the Fund and execute required filings.
The Fund will deliver to AMT Capital copies of each of the following
documents and will deliver to AMT Capital all future amendments and
supplements, if any:
A. a certified copy of the Articles of Incorporation of the Fund as
amended and currently in effect ("Charter");
B. a copy of the Fund's By-laws as amended and currently in effect
("By-laws") certified by the Secretary of the Fund;
C. the Fund's prospectus and statement of additional information
(including supplements thereto) which relate to the Shares (the "Prospectus"
and "SAI"); and
D. the Fund's current Registration Statement on Form N-1A as filed
under the 1940 and 1933 Acts, as such shall be amended from time to time (the
"Registration Statement").
The Fund and/or other service providers to the Fund shall also furnish
AMT Capital, with respect to a Series or the Fund, as applicable:
E. annual audit reports of the Fund's books and accounts made by
independent public accountants regularly retained by the Fund;
F. such additional copies of the Prospectus and SAI and annual, semi-
annual and other reports and communications to shareholders which relate to
the Shares as AMT Capital may reasonably require for sales purposes;
G. a monthly itemized list of the securities held by each Series;
H. monthly balance sheets of the Fund as soon as practicable after
the end of each month;
I. a survey indicating the states and jurisdictions in which each
Series is qualified for sale or exempt from the requirements of the securities
laws of such state or jurisdiction and the amounts of Shares of such Series
that may be sold in such states and jurisdictions, as such may be amended from
time to time ("Blue Sky Report"); and
J. from time to time such additional information regarding the Fund's
financial condition or the financial condition of a Series of Shares as AMT
Capital may reasonably request.
4. Duties of AMT Capital
AMT Capital shall act as agent for the distribution of, and shall use
appropriate efforts to solicit orders to purchase Shares of each Series. AMT
Capital agrees that all solicitations of orders to purchase and all sales of
Shares of each Series shall be made in accordance with the Charter, By-Laws,
and the Registration Statement, to the extent such documents have been
provided to AMT Capital, and in accordance with the Prospectus and the SAI,
and shall not at any time or in any manner violate any provisions of the laws
of the United States or of any state or other jurisdiction in which
solicitations are then being made, or of any rules and regulations made or
adopted by duly authorized agencies thereunder, including without limitation
those promulgated by the U.S. Securities and Exchange Commission (the "SEC")
and the NASD; provided that AMT Capital shall not be deemed to have violated
any state securities laws if it has acted in good faith and in accordance with
the Blue Sky Report.
AMT Capital will transmit any orders received by it for purchase or
redemption of Shares of any Series to the transfer agent and custodian for
that Series.
AMT Capital acknowledges that the only information provided to it by the
Fund is that contained in the Registration Statement, the Prospectus, the SAI,
and reports and financial information referred to in Section 2 herein.
Neither AMT Capital nor any other person is authorized by the Fund to give any
information or to make any representations, other than those contained in such
documents and any sales literature or advertisements approved by appropriate
representatives of the Fund.
AMT Capital may undertake or arrange for such advertising and promotion
as it believes reasonable in connection with the solicitation of orders to
purchase Shares; provided, however, that it shall provide the Fund with and
obtain the Fund's approval of copies of any advertising and promotional
materials approved, produced or used by AMT Capital prior to their use. AMT
Capital shall file such materials with the SEC and the NASD to the extent
required by the 1934 Act and the 1940 Act and the rules and regulations
thereunder, and by the rules of the NASD.
In carrying out its obligations hereunder, AMT Capital shall take, on
behalf of the Fund, all actions which appear to the Fund necessary to carry
into effect the distribution of the Shares of each Series.
5. Distribution of Shares of each Series
The price at which Shares of each Series may be sold shall be the net
asset value per Share of such Series computed in the manner set forth in the
Fund's Prospectus and SAI in effect at the time of sale of the Shares of such
Series.
It is mutually understood and agreed that AMT Capital does not undertake
to sell all or any specific portion of the Shares of any Series. The Fund
shall not sell Shares of any Series except through AMT Capital, except that
the Fund may issue Shares of any Series at their net asset value to any
shareholder of the Fund (i) purchasing Shares with dividends or other
distributions received from the Fund pursuant to an offer made to all
shareholders, (ii) in connection with a pro rata distribution directly to the
shareholders of any Series, and (iii) otherwise in accordance with any then-
current Prospectus of the Fund. In addition, the Fund may issue Shares in
connection with the merger or consolidation of any other investment company or
series thereof with the Fund or one of its Series, or in connection with its
acquisition, by purchase or otherwise, of all or substantially all of the
assets of any investment company or series thereof or all or substantially all
of the outstanding shares of any such company or series thereof. Without
limitation of the foregoing, the phrase "any investment company" as used in
this paragraph shall include any private investment company organized as a
limited partnership or other entity.
AMT Capital may, and when requested by the Fund shall, suspend its
efforts to effectuate sales of Shares of any Series at any time when in the
opinion of AMT Capital or of the Fund no sales should be made because of
market or other economic considerations or abnormal circumstances of any kind.
The Fund may withdraw the offering of Shares of any Series at any time with or
without the consent of AMT Capital and shall withdraw the offering of Shares
of any Series when so required by the provisions of any statute or of any
order, rule or regulation of any governmental body having jurisdiction.
Whenever in the judgment of the Fund's officers such action is warranted
by unusual market, economic or political conditions, or by abnormal
circumstances of any kind, the Fund's officers may decline to accept any
orders for, or make any sales of the Shares of any Series until such time as
those officers deem it advisable to accept such orders and to make such sales.
In the event of such suspension of sales and until AMT Capital receives
written notification from the Fund that AMT Capital may resume accepting
orders for and making sales of the Shares of such Series, AMT Capital's duty
to distribute Shares of such Series shall be suspended.
AMT Capital will act only on its own behalf as principal if it chooses
to enter into selling arrangements with selected dealers or others.
6. Effectiveness of Registration
None of the Shares of any Series shall be offered by either AMT Capital
or the Fund under any of the provisions of this Agreement and no orders for
the purchase or sale of the Shares of any Series shall be accepted by the Fund
if and so long as the effectiveness of the Registration Statement then in
effect or any necessary amendments thereto shall be suspended under any of the
provisions of the 1933 Act or if and so long as a current Prospectus as
required by Section 5(b)(2) of the 1933 Act is not on file with the SEC;
provided, however, that nothing contained in this paragraph shall in any way
restrict or have application to or bearing upon the Fund's obligation to
repurchase Shares of any Series from any shareholder in accordance with the
provisions of the Prospectus, SAI, or Charter.
The Fund agrees to advise AMT Capital as soon as reasonably practicable
in writing:
(a) of any request by the SEC for amendments to the Registration
Statement, Prospectus or SAI then in effect or for additional information;
(b) in the event of the issuance by the SEC of any stop order
suspending the effectiveness of the Registration Statement, Prospectus or SAI
then in effect or the initiation by service of process on the Fund of any
proceeding for that purpose; and
(c) of the happening of any event that makes untrue any statement of a
material fact made in the Registration Statement, Prospectus or SAI then in
effect or that requires the making of a change in such Registration Statement,
Prospectus or SAI in order to make the statement therein not misleading in any
material respect.
For the purpose of this Section, informal requests by or action of the staff
of the SEC shall not be deemed requests by or actions of the SEC.
7. Expenses
The expenses connected with the Fund shall be allocable between the Fund
and AMT Capital as follows:
(a) AMT Capital shall furnish, at its expense and without cost to the
Fund, the services of personnel to the extent that such services are required
to carry out its obligations under this Agreement.
(b) The Fund assumes and shall pay or cause to be paid all other
expenses of the Fund, including, with limitation: the fees of the Fund's
investment adviser; the charges and expenses of any registrar, any custodian
or depository appointed by the Fund for the safekeeping of its cash, portfolio
securities and other property, and any stock transfer, dividend or accounting
agent or agents appointed by the Fund; the fees of any Fund administrator;
brokers' commissions chargeable to the Fund in connection with portfolio
securities transactions to which the Fund is a party; any fee paid pursuant to
any distribution plan, if and when adopted by the Fund pursuant to Rule 12b-1
under the 1940 Act; all taxes, including securities issuance and initial
transfer taxes, and corporate fees payable by the Fund to federal, state or
other governmental agencies; all costs and expenses in connection with the
organization of the Fund and the Series and the registration of the Shares
with the SEC and under state securities laws and in connection with
maintenance of registration of the Fund, Series and the Shares with the SEC
and various states and other jurisdictions (including filing fees and legal
fees and disbursements of counsel); the expenses of printing, including
printing setup charges, and distributing Prospectuses and SAIs of the Fund and
supplements thereto to the Fund's shareholders; all expenses of shareholders'
and Directors' meetings and of preparing, printing and mailing of proxy
statements and reports to shareholders; fees and travel expenses of Directors
who are not interested persons (as such term is defined in the 0000 Xxx) of
the Fund ("Non-Interested Directors") or members of any advisory board or
committee established by the Non-Interested Directors; all expenses incident
to the payment of any dividend, distribution, withdrawal or redemption,
whether in Shares or in cash; charges and expenses of any outside service used
for pricing of the Fund's Shares; charges and expenses of legal counsel to the
Fund and to the Non-Interested Directors, and of independent accountants to
the Fund, in connection with any matter relating to the Fund; membership dues
paid by the Fund to industry associations; interest payable on Fund
borrowings; postage; insurance premiums on property or personnel (including
officers and directors) of the Fund which inure to its benefit; extraordinary
expenses of the Fund (including, but not limited to, legal claims and
liabilities and litigation costs and any indemnification related thereto); and
all other charges and costs of the Fund's operation unless otherwise
explicitly provided herein.
8. Indemnity by Fund
The Fund agrees to indemnify and hold AMT Capital, its officers and
directors and each person (if any) who controls AMT Capital within the meaning
of Section 15 of the 1933 Act harmless from and against any losses, claims,
damages or liabilities to which any of such persons may become subject, under
the 1933 Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in
the Registration Statement, the Prospectus, or the SAI or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading in any material respect, and will reimburse such persons for any
legal or other expenses reasonably incurred by them in connection with
investigating or defending any such action or claim; provided, however, that
the Fund shall not be liable in any case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an untrue statement
or alleged untrue statement or omission or alleged omission was made in the
Registration Statement, the Prospectus or the SAI in reliance upon and in
conformity with written information furnished to the Fund by AMT Capital
expressly for use therein. AMT Capital, its officers, directors and control
persons shall be entitled to advances from the Fund for payment of the
reasonable expenses incurred by it or them in connection with the matter as to
which it or they are seeking indemnification in the manner and to the fullest
extent permissible under the Maryland General Corporation law.
AMT Capital agrees that, promptly upon its receipt of notice of the
commencement of any action against AMT Capital, its officers and/or directors
or against any person so controlling AMT Capital, in respect of which
indemnity or reimbursement may be sought from the Fund on account of its
agreement in the preceding paragraph, notice in writing will be given to the
Fund within 10 days after the summons or other first legal process shall have
been served. The failure to notify the Fund of any such action shall not
relieve the Fund from any liability which the Fund may have to the person
against whom such action is brought other than by reason of the indemnity
agreement contained in this Section 7. Thereupon, the Fund shall be entitled
to participate, to the extent that it shall wish (including the selection of
counsel with AMT Capital's reasonable approval), in defense thereof. In the
event the Fund elects to assume the defense of any such suit and retain
counsel of good standing reasonably approved by AMT Capital, the defendant or
defendants in such suit shall bear the expense of any additional counsel
retained by any of them; but in the case the Fund does not elect to assume the
defense of any such suit or in the case AMT Capital does not reasonably
approve of counsel chosen by the Fund, the Fund will reimburse AMT Capital,
its officers and directors or the controlling person or persons named as
defendant or defendants in such suit for the fees and expenses of any one
counsel or firm which may be retained on behalf of AMT Capital, its officers
and directors and such control persons.
In the event that any such claim for indemnification is made by any
director or person in control of AMT Capital who is also an officer or
director of the Fund, the Fund, at its expense to the extent permitted by law,
will submit to a court of appropriate jurisdiction the question of whether or
not indemnification by it is against public policy as expressed in the 1933
Act, the 1934 Act, and the 1940 Act, and the Fund and AMT Capital will be
governed by the final adjudication of such question.
The Fund's indemnification agreement contained in this Section and the
Fund's representations and warranties in this Agreement shall remain operative
and in full force and effect regardless of any investigation made by or on
behalf of AMT Capital, its officers and directors or any control person and
shall survive the sale of any of the Shares made pursuant to this Agreement.
This agreement of indemnity will inure exclusively to the benefit of AMT
Capital, its officers, directors and control persons, and to the extent
permitted by the 1940 Act to the benefit of any of their successors and
assigns. The Fund agrees promptly to notify AMT Capital of the commencement
of any litigation or proceeding against the Fund in connection with the issue
and sale of any Shares.
9. Indemnity by AMT Capital
AMT Capital agrees to indemnify and hold harmless the Fund, its officers
and directors and persons who control the Fund with the meaning of Section 15
of the 1933 Act from and against any losses, claims, damages or liabilities to
which any of such persons may become subject, under the 1933 Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof), arise out of or are based upon an untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement, the
Prospectus, or the SAI or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading in any
material respect, in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or alleged
omission was made in the Registration Statement, the Prospectus or the SAI in
reliance upon and in conformity with written information furnished to the Fund
by AMT Capital expressly for use therein; and will reimburse such persons for
any legal or other expenses reasonably incurred by such persons in connection
with investigating or defending any such action or claim. AMT Capital also
agrees to indemnify and hold harmless the Fund, its officers and directors and
control persons from and against any and all losses, claims, damages and
liabilities arising by reason of any person acquiring any Shares, which may be
based upon the 1933 Act or any other statute or at common law, on account of
any unauthorized or wrongful sales activities of AMT Capital or any of its
registered representatives, as defined under the By-Laws of the NASD,
including any failure to conform with any requirement of any state and federal
law relating to the sale of such Shares. Notwithstanding anything contained
herein to the contrary, AMT Capital shall not be responsible to the Fund for
and shall not indemnify and hold harmless the Fund, its officers and directors
and control persons from and against any such losses, claims, damages or
liabilities arising solely as a result of actions taken or omitted by AMT
Capital in good faith reliance on, and in conformity with, the Blue Sky
Report.
AMT Capital shall also indemnify and hold harmless the Fund, its
officers and directors and control persons for any liability to the Fund or to
the holders of Shares by reason of AMT Capital's willful misfeasance, bad
faith or gross negligence in the performance of its duties or by reason of its
reckless disregard of its obligations and duties under this Agreement.
The Fund, its officers, directors and control persons shall be entitled
to advances from AMT Capital for payment of the reasonable expenses incurred
by it or them in connection with the matters as to which it or they are
seeking indemnification in the manner and to the fullest extent permissible
under the Delaware General Corporation Law.
In case any action shall be brought against the Fund, its officers and
directors and control persons in respect of which it may seek indemnity or
reimbursement from AMT Capital on account of the agreement of AMT Capital
contained in this Section 8, AMT Capital shall have the rights and duties
given to the Fund, and the Fund, its officers and directors and control
persons shall have the rights and duties given to AMT Capital in the second
and third paragraphs of Section 8.
AMT Capital's indemnification agreement contained in this Section and
its representations and warranties in this Agreement shall remain operative
and in full force and effect regardless of any investigation made by or on
behalf of the Fund, its officers and directors or any control person and shall
survive the sale of any of the Shares made pursuant to this Agreement. This
agreement of indemnity will inure exclusively to the benefit of the Fund, its
officers, directors and control persons, and to the extent permitted by the
1940 Act to the benefit of any of their successors and assigns. AMT Capital
agrees promptly to notify the Fund of the commencement of any litigation or
proceeding against AMT Capital in connection with the issue and sale of any
Shares.
10. Services Not Exclusive
AMT Capital shall be deemed to be an independent contractor and shall,
unless otherwise expressly provided herein or authorized by the Fund from time
to time, have no authority to act or represent the Fund in any way or otherwise
be deemed an agent of the Fund.
Nothing herein shall be deemed to limit or restrict AMT Capital's right
or that of any of its affiliates or employees, to engage in any other business
or to devote time and attention to the distribution or other related aspects
of any other registered investment company or to render services of any kind
to any other corporation, firm, individual or association.
11. Term
This Agreement shall become effective at the close of business on the
date hereof and shall continue in full force and effect, subject to Section 14
hereof, for two years and thereafter as provided in Section 12 hereof.
12. Renewal
This Agreement shall continue in full force and effect from year to year
with respect to a Series, provided that such continuance is specifically
approved at least annually:
(a) (i) by the Fund's Board of Directors or (ii) by the vote of a
majority of the outstanding voting securities (as defined in Section 2(a)(42)
of the 0000 Xxx) that constitute Shares of such Series; and
(b) by the affirmative vote of a majority of the Non-Interested
Directors of the Fund by votes cast in person at a meeting specifically called
for the purpose of voting on such approval.
13. Amendment
This Agreement may be amended by the parties hereto with respect to a
Series only if such amendment is specifically approved (i) by the Board of
Directors of the Fund or by the vote of a majority of outstanding Shares, and
(ii) by a majority of the Non-Interested Directors of the Fund, which vote
must be cast in person at a meeting called for the purpose of voting on such
approval.
14. Termination
This Agreement may be terminated at any time, without the payment of any
penalty, by vote of the Fund's Board of Directors, by vote of a majority of
outstanding Shares (as defined in Section 2(a)(42) of the 1940 Act), or by AMT
Capital, on sixty (60) days' written notice to the other party. This
Agreement shall automatically terminate in the event of its assignment, the
term "assignment" for this purpose having the meaning defined in Section
2(a)(4) of the 1940 Act.
15. Confidentiality
AMT Capital agrees on behalf of itself and its directors, officers and
employees to treat confidentially and as proprietary information of the Fund
all records and other information relative to the Fund and its prior, present
or potential shareholders, and not to use such records and information for any
purpose other than performance of its responsibilities hereunder, except after
prior notification to and approval in writing by the Fund, which approval
shall not be unreasonably withheld when requested to divulge such information
by duly constituted authorities and may not be withheld where AMT Capital
would be exposed to civil or criminal contempt proceedings for failure to
comply, and AMT Capital shall disclose all such records and information to the
investment adviser to the Fund when so requested by the adviser or the Fund.
16. Notices
Any notice or other communication authorized or required hereunder shall
be in writing or by confirming telegram, cable, telex or facsimile sending
device. Notice shall be addressed to the Fund at 00 Xxxxxxxx Xxxxxx, Xxxxx
000, Xxxxxxxxxx, Xxx Xxxxxx 00000, Attention: President; and to AMT Capital
Services, Inc., 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Xxxxx X. Xxxxxxx. Either party may designate a different address
by notice to the other party. Any such notice or other communication shall be
deemed given when actually received.
17. Interpretation: Governing Law
Any question of interpretation of any term or provision of this
Agreement having a counterpart in or otherwise derived from a term or
provision of the 1940 Act shall be resolved by reference to such term or
provision of the 1940 Act and to interpretations thereof, if any, by the
United States courts or, in the absence of any controlling decision of any
such court, by rules, regulations or orders of the SEC issued pursuant to the
1940 Act. In addition, where the effect of a requirement of the 1940 Act
reflected in any provision of this Agreement is revised by rule, regulation or
order of the SEC, such provision shall be deemed to incorporate the effect of
such rule, regulation or order. Otherwise, the provisions of this Agreement
shall be governed by the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first above
written.
ATTEST: XXXXXXX, XXXXXXX FUNDS, INC.
BY:___________________ BY:_______________________
Xxxxx X. Xxxxxxx
Secretary President
ATTEST: AMT CAPITAL SERVICES, INC.
BY:___________________ BY:_______________________
Xxxxxxx X. Xxxxxxxxx Xxxxx X. Xxxxxxx
Senior Vice President President
