REIMBURSEMENT AGREEMENT
This REIMBURSEMENT AGREEMENT ("Reimbursement Agreement")
is made as of September 1, 2011, by and between Northeast Investors Growth
Fund (the "Fund") and Northeast Management & Research Corporation, Inc.
("NMR").
WITNESSETH:
WHEREAS, NMR and the Fund are parties to an Advisory and
Service Contract dated as of May 1, 1987 (the "Contract"); and
WHEREAS, the Contract provides in Section 2(A) thereof that
the Fund will be responsible for certain expenses, including costs and expenses
involved in complying with all governmental bodies regulating the Fund and the
issue and sale of its securities, which functions are currently carried out by
Xxxxxx Xxxx as an employee of the Fund; and
WHEREAS, the Fund has requested for administrative convenience
that NMR employ Xx. Xxxx to carry out such activities and NMR has agreed to do
so subject to reimbursement by the Fund.
NOW, THEREFORE, the parties hereby agree as follows:
1. Expense Reimbursement. NMR hereby agrees to employ Xx. Xxxx
to perform the activities stated above for the Fund, and the Fund hereby
undertakes to reimburse NMR in amounts necessary to provide for the
compensation and benefits of Xx. Xxxx in performing such activities.
2. Waiver at NMR's Discretion. The parties acknowledge that pursuant to
Section 2(B) of the Contract, NMR may, but is not obligated to, forego
reimbursement hereunder at any time in its sole discretion.
3. Miscellaneous.
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(a) This Agreement shall be governed by the laws of The
Commonwealth of Massachusetts.
(b) Section or paragraph titles or captions are for
convenience of reference only and shall not be deemed a part of this
Agreement.
(c) Whenever possible, each part and provision of this
Agreement shall be interpreted in such manner as to be valid under applicable
law, but if any provision or part thereof shall be held to be unenforceable or
invalid, such provision or part shall be ineffective or invalid only to the
extent of such unenforceability or invalidity and the remaining provisions or
parts of this Agreement shall continue in full force and effect.
(d) No amendment to this Agreement shall be binding upon the
parties unless in writing and signed by each of them.
(e) This Agreement may be executed in any number of
counterparts, reach of which shall be an original and all of which together
shall constitute a single instrument.
IN WITNESS WHEREOF, the parties have caused this Reimbursement
Agreement to be signed by their respective representatives thereunto duly
authorized, as of the day and year first above written.
NORTHEAST INVESTORS GROWTH FUND
By:
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NORTHEAST MANAGEMENT &
RESEARCH COMPANY, INC.
By:
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