DISTRIBUTION AGREEMENT
between
CORTLAND TRUST, INC.
(Cortland General Money Market Fund)
and
▇▇▇▇▇ & ▇▇▇▇ DISTRIBUTORS L.P.
THIS AGREEMENT made this 15th day of September, 1993, by and between
CORTLAND TRUST, INC., a Maryland corporation (hereinafter referred to as the
"Company"), and ▇▇▇▇▇ & TANG DISTRIBUTORS L.P., (hereinafter referred to as "R &
T Distributors"), with respect to the Cortland General Money Market Fund of the
Company (the "Fund").
WITNESSETH :
In consideration of the mutual covenants herein contained and other good
and valuable consideration, the receipt whereof if hereby acknowledged, the
parties hereto agree as follows:
1. The Company hereby appoints R & T Distributors as its distributor to
promote the sale of shares of the Fund in a public offering to investors in the
United States and throughout the world in accordance with the terms of the
Fund's current prospectus and statement of additional information.
2. The Company shall not sell any shares of the Fund except through R & T
Distributors and under the terms and conditions set forth in paragraph 4 below.
Notwithstanding the provisions of the foregoing sentence and Section I hereof,
however,
(A) the Company may issue shares of the Fund to any other investment
company or personal holding company, or to the shareholders thereof, in exchange
for all or a majority of the shares or assets of any such company; and
(B) the Company may issue shares of the Fund at their net asset value to
any shareholder of the Fund purchasing such shares with dividends or other cash
distributions received from the Fund or in exchange of shares of the Company's
other series at their respective net asset values pursuant to offers made to all
shareholders.
-1-
3. R & T Distributors hereby accepts appointment as distributor for the
sale of the shares of the Fund and agrees that it will use its best efforts to
sell such shares; provided, however, that:
(A) R & T Distributors may, and when requested by the Company shall,
suspend its efforts to effectuate sales of the shares of the Fund at any time
when in the opinion of R & T Distributors or of the Company no sales should be
made because of market or other economic considerations or abnormal
circumstances of any kind; and
(B) the Company may withdraw the offering of shares of the
Fund (i) at any time with the consent of R & T Distributors, or (ii) without
such consent when so required by the provisions of any statute or of any order,
rule or regulation of any governmental body having jurisdiction. It is mutually
understood and agreed that R & T Distributors does not undertake to sell all or
any specific portion of the shares of the Fund.
4. The price at which the shares of the Fund may be sold
(the "offering price") shall be the net asset value per share. For the purposes
of computing the offering price, the net asset value per share shall be
determined in the manner provided in the Articles of incorporation or By-Laws
and registration statement of the Company relating to shares of the Fund as
amended from time to time. R & T Distributors may charge a reasonable
administrative charge in connection with sales of shares of the Fund.
5. R & T Distributors shall not be required to bear any of the following
costs:
(A) the expenses of qualification of shares of the Fund for sale in
connection with such public offerings in such states as shall be selected by the
Company and of continuing the qualification therein until R & T Distributors
advises the Company that it does not wish such qualification continued; or
(B) legal expenses in connection with the foregoing.
6. R & T Distributors will accept orders for shares of the Fund only to the
extent of purchase orders actually received and not in excess of such orders,
and it will not avail itself of any opportunity of making a profit by expediting
or withholding orders. It is mutually understood and agreed that the Company may
reject purchase orders where, in the judgment of the Company, such rejection is
in the best interest of the Fund.
7. (A) The Company and R & T Distributors shall each comply with all
applicable provisions of the Investment Company
- 2 -
Act of 1940, the Securities Act of 1933 and of all other federal and state laws,
rules and regulations governing the issuance and sale of shares of the Fund.
(B) In absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of obligations or duties hereunder on the part of R & T
Distributors, the Company agrees to indemnify R & T Distributors against any and
all claims, demands, liabilities and expense which R & T Distributors may incur
under the Securities Act of 1933, or common law or otherwise, arising out of or
based upon any alleged untrue statement of a material fact contained in any
registration statement, prospectus or statement of additional information of the
Company, or any omission to state a material fact therein, the omission of which
makes any statement contained therein misleading, unless such statement or
omission was made in reliance upon, and in conformity with information furnished
to the Company in connection therewith by or on behalf of R & T Distributors. R
& T Distributors agrees to indemnify the Company against any and all claims,
demands, liabilities and expenses which the Company may incur arising out of or
based upon any act or deed of sales representatives of R & T Distributors which
is outside the scope of their authority.
(C) R & T Distributors agrees to indemnify the Company against any and all
claims, demands, liabilities and expenses which the Company may incur under the
Securities Act of 1933, or common law or otherwise, arising out of or based upon
any alleged untrue statement of a material fact contained in any registration
statement, prospectus or statement of additional information of the Company, or
any omission to state a material fact therein if such statement or omission was
made in reliance upon and in connection therewith by or on behalf of R & T
Distributors.
8. Nothing herein contained shall require the Company to take any action
contrary to any provision of its Articles of Incorporation or to any applicable
statute or regulation.
9. The Company shall pay to R & T Distributors on behalf of the Fund a fee
which may from time to time be agreed to by the Company in accordance with a
plan of distribution approved in accordance with Rule 12b-l under the Investment
Company Act of 1940.
10. The services of R & T Distributors to the Fund are not to be deemed to
be exclusive, and R & T Distributors shall be free to render distribution and
shareholder account services to others (including other investment companies)
and to engage in other activities. It is understood and agreed that officers of
R & T Distributors' general partner may serve as officers or directors of the
Company, and that officers or directors of the
-3-
Company may serve as officers of R & T Distributors' general partner to the
extent permitted by law; and that the officers of R& T Distributors' general
partner are not prohibited from engaging in any other business activity or from
rendering services to any other persons, or from serving as partners, officers
or directors of any other firm or corporation, including other investment
companies.
11. This Agreement shall become effective at the close of business on the
date hereof and shall remain in force and effect, subject to Section 13 hereof,
for two years from the date hereof.
12. Following expiration of its initial two-year term, this Agreement shall
continue in force and effect from year to year, provided that such continuance
is specifically approved at 1east annually.
(a)(i) by the Company's Board of Directors or (ii) by the vote of a
majority of the Fund's outstanding voting securities (as defined in
Section 2 (a) (42) of the Investment Company Act of 1940), and
(b) by the affirmative vote of a majority of the directors who are not
parties to this Agreement or "interested persons" (as defined in
Section 2 (a) (19) of the Investment Company Act of 1940) of the
Company and have no direct or indirect financial interest in the
operation of the plan of distribution adopted by the Company with
respect to the Fund (the "Plan") or in any agreement related to the
Plan, by votes cast in person at a meeting specifically called for
such purpose.
13. This Agreement may be terminated at any time, without the payment of
any penalty, by vote of the Company's Board of Directors or by vote of a
majority of the Fund's outstanding voting securities (as defined in Section 2
(a) (42) of the Investment Company Act of 1940), or by R & T Distributors. This
Agreement shall automatically terminate in the event of its assignment, the term
"assignment" having the meaning defined in Section (2)(a)(4) of the Investment
Company Act of 1940.
14. Any notices under this Agreement shall be in writing, addressed and
delivered or mailed postage paid to the other party at such address as such
other party may designate for the receipt of such notice. Until further notice
to the other party, it is agreed that the address of R & T Distributors and that
of the Company for this purpose shall be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇.
-4-
15. Any question of interpretation of any term or provision of this
Agreement having a counterpart or otherwise derived from a term or provision of
the Investment Company Act of 1940 shall be resolved by reference to such term
or provision of the Investment Company Act of 1940 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
Securities and Exchange Commission issued pursuant to said Act. in addition,
where the effect of a requirement of the Investment Company Act of 1940
reflected in the provisions of this Agreement is revised by rule, regulation or
order of the Securities and Exchange Commission, such provision shall be deemed
to incorporate the effect of such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate by their respective officers on the day and year first
above written.
▇▇▇▇▇ & ▇▇▇▇ DISTRIBUTORS L.P.
By New England Investment
Companies, Inc.
General Partner
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Attest:
/s/ ▇▇▇▇▇▇▇▇ ▇. Hylser
CORTLAND TRUST. INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Attest:
/s/ ▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
-5-
DISTRIBUTION AGREEMENT
between
CORTLAND TRUST, INC.
(Municipal Money Market Fund)
and
▇▇▇▇▇ & TANG DISTRIBUTORS L.P.
THIS AGREEMENT made this 15th day of September, 1993, by and between
CORTLAND TRUST, INC., a Maryland corporation (hereinafter referred to as the
"Company"), and ▇▇▇▇▇ & ▇▇▇▇ DISTRIBUTORS L.P., (hereinafter referred to as "R &
T Distributors"), with respect to the Municipal Money Market Fund of the Company
(the "Fund").
WITNESSETH :
In consideration of the mutual covenants herein contained and other good
and valuable consideration, the receipt whereof if hereby acknowledged, the
parties hereto agree as follows:
1. The Company hereby appoints R & T Distributors as its distributor to
promote the sale of shares of the Fund in a public offering to investors in the
United States and throughout the world in accordance with the terms of the
Fund's current prospectus and statement of additional information.
2. The Company shall not sell any shares of the Fund except through R
& T Distributors and under the terms and conditions set forth in paragraph 4
below. Notwithstanding the provisions of the foregoing sentence and Section I
hereof, however,
(A) the Company may issue shares of the Fund to any other investment
company or personal holding company, or to the shareholders thereof, in exchange
for all or a majority of the shares or assets of any such company; and
(B) the Company may issue shares of the Fund at their net asset value to
any shareholder of the Fund purchasing such shares with dividends or other cash
distributions received from the Fund or in exchange of shares of the Company's
other series at their respective net asset values pursuant to offers made to all
shareholders.
3. R & T Distributors hereby accepts appointment as distributor for the
sale of the shares of the Fund and agrees that it will use its best efforts to
sell such shares; provided, however, that:
(A) R & T Distributors may, and when requested by the Company shall,
suspend its efforts to effectuate sales of the shares of the Fund at any time
when in the opinion of R & T Distributors or of the Company no sales should be
made because of market or other economic considerations or abnormal
circumstances of any kind; and
(B) the Company may withdraw the offering of shares of the Fund (i) at any
time with the consent of R & T Distributors, or (ii) without such consent when
so required by the provisions of any statute or of any order, rule or regulation
of any governmental body having jurisdiction. It is mutually understood and
agreed that R & T Distributors does not undertake to sell all or any specific
portion of the shares of the Fund.
4. The price at which the shares of the Fund may be sold (the "offering
price") shall be the net asset value per share. For the purposes of computing
the offering price, the net asset value per share shall be determined in the
manner provided in the Articles of Incorporation or By-Laws and registration
statement of the Company relating to shares of the Fund as amended from time to
time. R & T Distributors may charge a reasonable administrative charge in
connection with sales of shares of the Fund.
5. R & T Distributors shall not be required to bear any of the following
costs:
(A) the expenses of qualification of shares of the Fund for sale in
connection with such public offerings in such states as shall be selected by the
Company and of continuing the qualification therein until R & T Distributors
advises the Company that it does not wish such qualification continued; or
(B) legal expenses in connection with the foregoing.
6. R&T Distributors will accept orders for shares of the Fund only to the
extent of purchase orders actually received and not in excess of such orders,
and it will not avail itself of any opportunity of making a profit by expediting
or withholding orders. It is mutually understood and agreed that the Company may
reject purchase orders where, in the judgment of the Company, such rejection is
in the best interest of the Fund.
7. (A) The Company and R & T Distributors shall each comply with all
applicable provisions of the Investment Company Act of 1940, the Securities Act
of 1933 and of all other federal and state laws, rules and regulations governing
the issuance and sale of shares of the Fund.
-2-
(B) In absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of obligations or duties hereunder on the part of R & T
Distributors, the Company agrees to indemnify R & T Distributors against any and
all claims, demands, liabilities and expense which R & T Distributors may incur
under the Securities Act of 1933, or common law or otherwise, arising out of or
based upon any alleged untrue statement of a material fact contained in any
registration statement, prospectus or statement of additional information of the
Company, or any omission to state a material fact therein, the omission of which
makes any statement contained therein misleading, unless such statement or
omission was made in reliance upon, and in conformity with information furnished
to the Company in connection therewith by or on behalf of R & T Distributors. R
& T Distributors agrees to indemnify the Company against any and all claims,
demands, liabilities and expenses which the Company may incur arising out of or
based upon any act or deed of sales representatives of R & T Distributors which
is outside the scope of their authority.
(C) R & T Distributors agrees to indemnify the Company against any and all
claims, demands, liabilities and expenses which the Company may incur under the
Securities Act of 1933, or common law or otherwise, arising out of or based upon
any alleged untrue statement of a material fact contained in any registration
statement, prospectus or statement of additional information of the Company, or
any omission to state a material fact therein if such statement or omission was
made in reliance upon and in connection therewith by or on behalf of R & T
Distributors.
8. Nothing herein contained shall require the Company to take any action
contrary to any provision of its Articles of Incorporation or to any applicable
statute or regulation.
9. The Company shall pay to R & T Distributors on behalf of the Fund a fee
which may from time to time be agreed to by the Company in accordance with a
plan of distribution approved in accordance with Rule 12b-l under the Investment
Company Act of 1940.
10. The services of R & T Distributors to the Fund are not to be deemed to
be exclusive, and R & T Distributors shall be free to render distribution and
shareholder account services to others (including other investment companies)
and to engage in other activities. It is understood and agreed that officers of
R &T Distributors' general partner may serve as officers or directors of the
Company, and that officers or directors of the Company may serve as officers of
R &T Distributors' general partner to the extent permitted by law; and that the
officers of R & T Distributors' general partner are not prohibited from engaging
in any other business activity or from rendering
-3-
services to any other persons, or from serving as partners, officers or
directors of any other firm or corporation, including other investment
companies.
11. This Agreement shall become effective at the close of business on the
date hereof and shall remain in force and effect, subject to Section 13 hereof,
for two years from the date hereof.
12. Following expiration of its initial two-year term, this Agreement shall
continue in force and effect from year to year, provided that such continuance
is specifically approved at least annually.
(a) (i) by the Company's Board of Directors or (ii) by the vote
of a majority of the Fund's outstanding voting securities (as defined
in Section 2 (a) (42) of the Investment Company Act of 1940), and
(b) by the affirmative vote of a majority of the directors who
are not parties to this Agreement or "interested persons" (as defined
in Section 2 (a) (19) of the Investment Company Act of 1940) of the
Company and have no direct or indirect financial interest in the
operation of the plan of distribution adopted by the Company with
respect to the Fund (the "Plan") or in any agreement related to the
Plan, by votes cast in person at a meeting specifically called for
such purpose.
13. This Agreement may be terminated at any time, without the payment of
any penalty, by vote of the Company's Board of Directors or by vote of a
majority of the Fund's outstanding voting securities (as defined in Section 2
(a) (42) of the Investment Company Act of 1940), or by R & T Distributors. This
Agreement shall automatically terminate in the event of its assignment, the term
"assignment" having the meaning defined in Section (2) (a) (4) of the Investment
Company Act of 1940.
14. Any notices under this Agreement shall be in writing, addressed and
delivered or mailed postage paid to the other party at such address as such
other party may designate for the receipt of such notice. Until further notice
to the other party, it is agreed that the address of R & T Distributors and that
of the Company for this purpose shall be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇.
15. Any question of interpretation of any term or provision of this
Agreement having a counterpart or otherwise derived from a term or provision of
the Investment Company Act of 1940 shall be resolved by reference to such term
or provision of the Investment Company Act of 1940 and to interpretations
thereof, if any, by the United States courts or in the absence of any
4
controlling decision of any such court, by rules, regulations or orders of the
Securities and Exchange Commission issued pursuant to said Act. In addition,
where the effect of a requirement of the investment Company Act of 1940
reflected in the provisions of this Agreement is revised by rule, regulation or
order of the Securities and Exchange Commission, such provision shall be deemed
to incorporate the effect of such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate by their respective officers on the day and year first
above written.
▇▇▇▇▇ & ▇▇▇▇ DISTRIBUTORS L.P.
By New England Investment
Companies, Inc.
General Partner
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Attest:
/s/ ▇▇▇▇▇▇▇▇ ▇. Hylser
CORTLAND TRUST. INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Attest:
/s/ ▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
-5-
DISTRIBUTION AGREEMENT
between
CORTLAND TRUST, INC.
(U.S. Government Fund)
and
▇▇▇▇▇ & TANG DISTRIBUTORS L.P.
THIS AGREEMENT made this 15th day of September, 1993, by and between
CORTLAND TRUST, INC., a Maryland corporation (hereinafter referred to as the
"Company"), and ▇▇▇▇▇ & ▇▇▇▇ DISTRIBUTORS L.P., (hereinafter referred to as "R &
T Distributors"), with respect to the U.S. Government Fund of the Company (the
"Fund").
WITNESSETH :
In consideration of the mutual covenants herein contained and other good
and valuable consideration, the receipt whereof if hereby acknowledged, the
parties hereto agree as follows:
1. The Company hereby appoints R & T Distributors as its distributor to
promote the sale of shares of the Fund in a public offering to investors in the
United States and throughout the world in accordance with the terms of the
Fund's current prospectus and statement of additional information.
2. The Company shall not sell any shares of the Fund except through R & T
Distributors and under the terms and conditions set forth in paragraph 4 below.
Notwithstanding the provisions of the foregoing sentence and Section I hereof,
however,
(A) the Company may issue shares of the Fund to any other investment
company or personal holding company, or to the shareholders thereof, in exchange
for all or a majority of the shares or assets of any such company; and
(B) the Company may issue shares of the Fund at their net asset value to
any shareholder of the Fund purchasing such shares with dividends or other cash
distributions received from the Fund or in exchange of shares of the Company's
other series at their respective net asset values pursuant to offers made to all
shareholders.
-1-
3. R & T Distributors hereby accepts appointment as distributor for the
sale of the shares of the Fund and agrees that it will use its best efforts to
sell such shares; provided, however, that;
(A) R & T Distributors may, and when requested by the Company shall,
suspend its efforts to effectuate sales of the shares of the Fund at any time
when in the opinion of R & T Distributors or of the Company no sales should be
made because of market or other economic considerations or abnormal
circumstances of any kind; and
(B) the Company may withdraw the offering of shares of the Fund (i) at
any time with the consent of R & T Distributors, or (ii) without such consent
when so required by the provisions of any statute or of any order, rule or
regulation of any governmental body having jurisdiction. It is mutually
understood and agreed that R & T Distributors does not undertake to sell all or
any specific portion of the shares of the Fund.
4. The price at which the shares of the Fund may be sold (the "offering
price") shall be the net asset value per share. For the purposes of computing
the offering price, the net asset value per share shall be determined in the
manner provided in the Articles of Incorporation or By-Laws and registration
statement of the Company relating to shares of the Fund as amended from time to
time. R & T Distributors may charge a reasonable administrative charge in
connection with sales of shares of the Fund.
5. R & T Distributors shall not be required to bear any of the following
costs:
(A) the expenses of qualification of shares of the Fund for sale in
connection with such public offerings in such states as shall be selected by the
Company and of continuing the qualification therein until R & T Distributors
advises the Company that it does not wish such qualification continued; or
(B) legal expenses in connection with the foregoing.
6. R & T Distributors will accept orders for shares of the Fund only to the
extent of purchase orders actually received and not in excess of such orders,
and it will not avail itself of any opportunity of making a profit by expediting
or withholding orders. It is mutually understood and agreed that the Company may
reject purchase orders where, in the judgment of the Company, such rejection is
in the best interest of the Fund.
7. (A) The Company and R & T Distributors shall each comply with all
applicable provisions of the Investment Company
- 2 -
Act of 1940, the Securities Act of 1933 and of all other federal and state laws,
rules and regulations governing the issuance and sale of shares of the Fund.
(B) In absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of obligations or duties hereunder on the part of R & T
Distributors, the Company agrees to indemnify R & T Distributors against any and
all claims, demands, liabilities and expense which R & T Distributors may incur
under the Securities Act of 1933, or common law or otherwise, arising out of or
based upon any alleged untrue statement of a material fact contained in any
registration statement, prospectus or statement of additional information of the
Company, or any omission to state a material fact therein, the omission of which
makes any statement contained therein misleading, unless such statement or
omission was made in reliance upon, and in conformity with information furnished
to the Company in connection therewith by or on behalf of R & T Distributors. R
& T Distributors agrees to indemnify the Company against any and all claims,
demands, liabilities and expenses which the Company may incur arising out of or
based upon any act or deed of sales representatives of R & T Distributors which
is outside the scope of their authority.
(C) R & T Distributors agrees to indemnify the Company against any and all
claims, demands, liabilities and expenses which the Company may incur under the
Securities Act of 1933, or common law or otherwise, arising out of or based upon
any alleged untrue statement of a material fact contained in any registration
statement, prospectus or statement of additional information of the Company, or
any omission to state a material fact therein if such statement or omission was
made in reliance upon and in connection therewith by or on behalf of R & T
Distributors.
8. Nothing herein contained shall require the Company to take any action
contrary to any provision of its Articles of Incorporation or to any applicable
statute or regulation.
9. The Company shall pay to R & T Distributors on behalf of the Fund a fee
which may from time to time be agreed to by the Company in accordance with a
plan of distribution approved in accordance with Rule 12b-l under the Investment
Company Act of 1940.
10. The services of R & T Distributors to the Fund are not to be deemed to
be exclusive, and R & T Distributors shall be free to render distribution and
shareholder account services to others (including other investment companies)
and to engage in other activities. It is understood and agreed that officers of
R &T Distributors' general partner may serve as officers or directors of the
Company, and that officers or directors of the
3
Company may serve as officers of R & T Distributors' general partner to the
extent permitted by law; and that the officers of R & T Distributors' general
partner are not prohibited from engaging in any other business activity or from
rendering services to any other persons, or from serving as partners, officers
or directors of any other firm or corporation, including other investment
companies.
11. This Agreement shall become effective at the close of business on
the date hereof and shall remain in force and effect, subject to Section 13
hereof, for two years from the date hereof.
12. Following expiration of its initial two-year term, this Agreement
shall continue in force and effect from year to year, provided that such
continuance' is specifically approved at 'least annually.
(a) (i) by the Company's Board of Directors or (ii) by the vote
of a majority of the Fund's outstanding voting securities (as defined
in Section 2 (a) (42) of the Investment Company Act of 1940), and
(b) by the affirmative vote of a majority of the directors who
are not parties to this Agreement or "interested persons" (as defined
in Section 2 (a) (19) of the Investment Company Act of 1940) of the
Company and have no direct or indirect financial interest in the
operation of the plan of distribution adopted by the Company with
respect to the Fund (the "Plan") or in any agreement related to the
Plan, by votes cast in person at a meeting specifically called for
such purpose.
13. This Agreement may be terminated at any time, without the payment of
any penalty, by vote of the Company's Board of Directors or by vote of a
majority of the Fund's outstanding voting securities (as defined in Section 2
(a) (42) of the Investment Company Act of 1940), or by R & T Distributors. This
Agreement shall automatically terminate in the event of its assignment, the term
"assignment" having the meaning defined in Section (2) (a) (4) of the Investment
Company Act of 1940.
14. Any notices under this Agreement shall be in writing, addressed and
delivered or mailed postage paid to the other party at such address as such
other party may designate for the receipt of such notice. Until further notice
to the other party, it is agreed that the address of R & T Distributors and that
of the Company for this purpose shall be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇.
-4-
15. Any question of interpretation of any term or provision of this
Agreement having a counterpart or otherwise derived from a term or provision of
the Investment Company Act of 1940 shall be resolved by reference to such term
or provision of the Investment Company Act of 1940 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
Securities and Exchange Commission issued pursuant to said Act. In addition,
where the effect of a requirement of the Investment Company Act of 1940
reflected in the provisions of this Agreement is revised by rule, regulation or
order of the Securities and Exchange Commission, such provision shall be deemed
to incorporate the effect of such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate by their respective ' officers on the day and year first
above written.
▇▇▇▇▇ & ▇▇▇▇ DISTRIBUTORS L.P.
By New England Investment
Companies, Inc.
General Partner
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Attest:
/s/ ▇▇▇▇▇▇▇▇ ▇. Hylser
CORTLAND TRUST. INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Attest:
/s/ ▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
-5-
