DISTRIBUTION AGREEMENT
AGREEMENT dated as of November 1, 1997 by and between SAMCO Fund,
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 a series of shares of common stock par
value $.001 per share, and may offer additional series of common stock
in the future (individually, a "Series," and collectively, the
"Series"), which have or will be 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 Investment Company Act
of 1940 (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 3 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
Expenses connected with the Fund, excluding marketing expenses
which are the sole responsibility of the investment adviser to 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 8. 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 8
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 9, 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 9.
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 after the
initial two year period 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 c/o AMT
Capital Services, Inc., 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx
00000, Attention: Mr. Xxxx Xxxxx, Treasurer; and to AMT Capital
Services, Inc., 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Xxxxx X. Xxxxxxx, President. 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: SAMCO FUND, INC.
BY:___________________ BY:_______________________
Mr. Xxxx Xxxxx Xxxxxxxxx Xxxx
Treasurer President
ATTEST: AMT CAPITAL SERVICES, INC.
BY:___________________ BY:_______________________
Xxxxxxx X. Xxxxxxxxx Xxxxx X. Xxxxxxx
Senior Vice President President
