DISTRIBUTION AGREEMENT
AGREEMENT dated as of May 29, 1998 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
Securities, L.L.C., 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, through
October 14, 1998 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: Xxxxx X.
Xxxxxxx; and to AMT Capital Securities, L.L.C., 000 Xxxxx
Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
Xxxxxx Xxxxxxxxx. 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 SECURITIES, L.L.C.
BY:___________________ BY:_______________________
Xxxxxx Xxxxxxxxx Xxxx X. Xxxxxx