AGREEMENT
Agreement made this 8th day of November, 1995, between S.I.S. Mercator Fund,
Inc. (the "Fund"), a Maryland corporation, and East Coast Consultants, Inc.,
a Pennsylvania corporation ("Distributor").
In consideration of the mutual promises and undertakings herein contained,
and intending to be legally bound, the parties agree as follows:
(1)The Fund hereby authorizes the Distributor to promote, sell and
supervise the sale of shares issued by the Fund pursuant to the
Registration Statement filed by the Fund with the U.S. Securities and
Exchange Commission on Form N-1A, as amended from time to time, during
the term of this Agreement.
(2)Sales of Fund shares shall be effected in a manner consistent with the
Registration Statement.
(3)In carrying out its responsibilities under this Agreement, Distributor
shall use its best efforts to ensure that its personnel comply with
applicable federal and state regulatory requirements regarding the sale
of securities, and with the applicable rules of the National Association
of Securities Dealers, Inc. ("NASD").
(4)Distributor shall use its best efforts to encourage and promote the
sale of Fund shares and, to this end, avail itself of the resources
provided under the Fund's Distribution Plan ("Plan").
(5)Distributor shall be responsible for, and shall bear the cost of, its
own registration as a securities dealer under federal and state law and of
its membership in the NASD. Distributor shall request the Fund to register
or qualify the Fund's shares under the laws of such jurisdictions as
Distributor shall recommend. The Fund shall bear the costs of such
registrations and qualifications.
(6)This Agreement shall become effective on the effective date of the
registration statement of the Fund, provided that prior to such date this
Agreement has been approved by a vote of a majority of the Directors of the
Fund, including a majority of the "Disinterested Directors," as defined in
the Plan, cast in person at a meeting called for the purpose of voting on
such approval, and shall continue in effect until November 7, 1997, and may
be continued thereafter for consecutive terms each of one year, provided that
any such continuance is approved in the manner provided above.
(7)This Agreement shall terminate automatically in the event of its
assignment and may be terminated by either party without penalty upon
sixty days written notice.
(8)The terms "person" and "assignment" shall have the meanings ascribed
thereto, respectively, under the 1940 Act.
(9)No compensation shall be paid to Distributor hereunder. Compensation
shall be payable to Distributor solely pursuant to the Plan. Distributor
understands that if the Plan is terminated as to one or more Fund
Portfolios, no further payments shall be made by the Fund pursuant to the
Plan in respect of such Portfolio(s).
(10)Any notice required or permitted to be given by either party to the
other shall be deemed sufficient if sent by registered or certified mail,
postage prepaid, addressed by the party giving notice to the other party at
the last address furnished by the other party to the party giving notice.
IN WITNESS WHEREOF, and Fund and Distributor have caused this Agreement to
be executed by their respective officers thereunto duly authorized, as of
the day and year above written.
S.I.S. Mercator Fund, Inc.
By ____________________________
East Coast Consultants, Inc.
By ____________________________
Date:
