DISTRIBUTION AGREEMENT
In consideration of the agreements
hereinafter contained, Holland Series Fund, Inc.
(the "Fund"), an open-end, management investment
company organized as a corporation under the laws
of the State of Maryland, has agreed that AMT
Capital Securities, L.L.C. ("AMT Capital") shall
be, for the period of this Agreement, the exclusive
distributor of shares of each series of the Fund
(the "Shares").
1. Services as Distributor
1.1 AMT Capital will act as
agent for the distribution of the Shares covered by
the registration statement, prospectus and
statement of additional information, all as defined
hereafter in Section 3 for the Fund then in effect
under the Securities Act of 1933, as amended (the
"1933 Act"), and the Investment Company Act of
1940, as amended (the "1940 Act").
1.2 AMT Capital agrees to
use its best efforts to solicit orders for the sale
of the Shares at the public offering price, as
determined in accordance with the registration
statement, and will undertake such advertising and
promotion as it believes is reasonable in
connection with such solicitation. AMT Capital
shall review and file such materials with the
Securities and Exchange Commission (the "SEC") and
the National Association of Securities Dealers,
Inc. (the "NASD") to the extent required by the
Securities Exchange Act of 1934, as amended (the
"1934 Act"), and the 1940 Act and the rules and
regulations thereunder, and by the rules of the
NASD.
1.3 All activities by AMT
Capital as distributor of the Shares shall comply
with all applicable laws, rules and regulations,
including, without limitation, all rules and
regulations made or adopted by the SEC or by any
securities association registered under the 1934
Act.
1.4 AMT Capital acknowledges
that the only information provided to it by the
Fund is that contained in the registration
statement, the prospectus, the statement of
additional information and reports and financial
information referred to in Section 2.2 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.
1.5 AMT Capital will
transmit any orders received by it for purchase or
redemption of shares of the Fund to Investors Bank
& Trust Company ("IBT") or any successor transfer
agent and dividend disbursing agent of which the
Fund has notified AMT Capital in writing.
1.6 AMT Capital will provide
to IBT or any successor to IBT of which the Fund
has notified AMT Capital in writing, or in the
alternative to a shareholder servicing agent
approved by the Board of Directors of the Fund,
such information or documents that it may require
or request from time to time in connection with
purchases and redemptions of Shares and the
establishment of accounts.
1.7 AMT Capital acknowledges
that, whenever in the judgment of the Fund's
officers such action is warranted for any reason,
including, without limitation, market, economic or
political conditions, those officers may decline to
accept any orders for, or make any sales of, the
Shares until such time as those officers deem it
advisable to accept such orders and to make such
sales.
1.8 AMT Capital will act only
on its own behalf as principal should it choose to
enter into selling agreements with selected dealers
or others.
2. Duties of the Fund
2.1 The Fund agrees at its
own expense to execute any and all documents, to
furnish any and all information and to take any
other actions that may be reasonably necessary in
connection with the qualification of the Shares for
sale in those states that AMT Capital may designate.
2.2 The Fund shall furnish
from time to time, for use in connection with the
sale of the Shares, such information and/or reports
with respect to the Fund and the Shares as AMT
Capital may reasonably request, all of which shall
be signed by one or more of the Fund's duly
authorized officers; and the Fund warrants that the
statements contained in any such reports, when so
signed by one or more of the Funds' officers, shall
be true and correct in all material respects. The
Fund shall also furnish AMT Capital upon request
with: (a) annual audits of the Fund's books and
accounts made by independent public accountants
regularly retained by the Fund, (b) semiannual
unaudited financial statements pertaining to the
Fund, (c) quarterly earnings statements prepared by
the Fund, (d) a monthly itemized list of the
securities in the portfolios of the Fund, (e)
monthly balance sheets as soon as practicable after
the end of each month and (f) from time to time
such additional information regarding the Fund's
financial condition as AMT Capital may reasonably
request.
3. Representations and Warranties
3.1 The Fund represents to
AMT Capital that all registration statements,
prospectuses and statements of additional
information filed by the Fund with the SEC under
the 1933 Act and the 1940 Act with respect to the
Shares have been carefully prepared in conformity
with the requirements of the 1933 Act, the 1940 Act
and the rules and regulations of the SEC
thereunder. As used in this Agreement the terms
"registration statement", "prospectus" and
"statement of additional information" shall mean
any registration statement, prospectus and
statement of additional information filed by the
Fund with the SEC and any amendments and
supplements thereto which at any time shall have
been filed with the SEC. The Fund represents and
warrants to AMT Capital that any registration
statement, prospectus and statement of additional
information, when such registration statement
becomes effective, will include all statements
required to be contained therein in conformity with
the 1933 Act, the 1940 Act and the rules and
regulations of the SEC; that all statements of fact
contained in any registration statement, prospectus
or statement of additional information will be true
and correct when such registration statement
becomes effective; and that neither any
registration statement nor any prospectus or
statement of additional information when such
registration statement becomes effective will
include an untrue statement of a material fact or
omit to state a material fact required to be stated
therein or necessary to make the statements therein
not misleading to a purchaser of the shares of any
Portfolio in the Fund.
3.2 AMT Capital may, but
shall not be obligated to, propose from time to
time such amendment or amendments to any
registration statement and such supplement or
supplements to any prospectus or statement of
additional information as, in the light of future
developments, may, in the opinion of AMT Capital's
counsel, be necessary or advisable. If the Fund
shall not propose such amendment or amendments
and/or supplement or supplements within fifteen
days after receipt by the Fund of a written request
from AMT Capital to do so, AMT Capital may, at its
option, terminate this Agreement. The Fund shall
not file any amendment to any registration
statement or supplement to any prospectus or
statement of additional information without giving
AMT Capital reasonable notice thereof in advance;
provided, however, that nothing contained in this
Agreement shall in any way limit the Funds' right
to file at any time such amendments to any
registration statement and/or supplements to any
prospectus or statement of additional information,
of whatever character, as the Fund may deem
advisable, such right being in all respects
absolute and unconditional.
4. Expenses
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.
5. Indemnification
5.1 The Fund authorizes AMT
Capital and any dealers with whom AMT Capital has
entered into dealer agreements to use any
prospectus or statement of additional information
furnished by the Fund from time to time, in
connection with the sale of each Portfolio's
shares. The Fund agrees to indemnify, defend and
hold AMT Capital, its several officers and
directors, and any person who controls AMT Capital
within the meaning of Section 15 of the 1933 Act,
free and harmless from and against any and all
claims, demands, liabilities and expenses
(including the cost of investigating or defending
such claims, demands or liabilities and any counsel
fees incurred in connection therewith) which AMT
Capital, its officers and directors, or any such
controlling person, may incur under the 1933 Act,
the 1940 Act or common law or otherwise, arising
out of or based upon any untrue statement or
alleged untrue statement of a material fact
contained in any registration statement, any
prospectus or any statement of additional
information, or arising out of or based upon any
omission or alleged omission to state a material
fact required to be stated in any registration
statement, any prospectus or any statement of
additional information, or necessary to make the
statements in any of them not misleading; provided,
however, that the Fund's agreement to indemnify AMT
Capital, its officers or directors, and any such
controlling person shall not be deemed to cover any
claims, demands, liabilities or expenses arising
out of or based upon any statements or
representations made by AMT Capital or its
representatives or agents other than such
statements and representations as are contained in
any registration statement, prospectus or statement
of additional information and in such financial and
other statements as are furnished to AMT Capital
pursuant to paragraph 2.2 hereof; and further
provided that the Fund's agreement to indemnify AMT
Capital and the Fund's representations and
warranties hereinbefore set forth in paragraph 3
shall not be deemed to cover any liability to the
Fund or its shareholders to which AMT Capital would
otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the
performance of its duties, or by reason of AMT
Capital's reckless disregard of its obligations and
duties under this Agreement. The Fund's agreement
to indemnify AMT Capital, its officers and
directors, and any such controlling person, as
aforesaid, is expressly conditioned upon the Fund's
being notified of any action brought against AMT
Capital, its officers or directors, or any such
controlling person, such notification to be given
by letter or by telegram addressed to the Fund at
its principal office in New York, New York and sent
to the Fund by the person against whom such action
is brought, within ten days after the summons or
other first legal process shall have been served.
The failure so to notify the Fund of any such
action shall not relieve the Fund from any
liability that the Fund may have to the person
against whom such action is brought by reason of
any such untrue or alleged untrue statement or
omission or alleged omission otherwise than on
account of the Fund's indemnification agreement
contained in this paragraph 5.1. The Fund's
indemnification agreement contained in this
paragraph 5.1 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 controlling
person, and shall survive the delivery of any of
the Fund's shares. This agreement of indemnity
will inure exclusively to AMT Capital's benefit, to
the benefit of its several officers and directors,
and their respective estates, and to the benefit of
the controlling persons and their successors. The
Fund agrees to notify AMT Capital promptly of the
commencement of any litigation or proceedings
against the Fund or any of its officers or
Directors in connection with the issuance and sale
of any of the Fund's shares.
5.2 AMT Capital agrees to
indemnify, defend and hold the Fund, its several
officers and directors, and any person who controls
the Fund within the meaning of Section 15 of the
1933 Act, free and harmless from and against any
and all claims, demands, liabilities and expenses
(including the costs of investigating or defending
such claims, demands or liabilities and any counsel
fees incurred in connection therewith) that the
Fund, its officers or directors or any such
controlling person may incur under the 1933 Act,
the 1940 Act or common law or otherwise, but only
to the extent that such liability or expense
incurred by the Fund, its officers or directors or
such controlling person resulting from such claims
or demands shall arise out of or be based upon (a)
any unauthorized sales literature, advertisements,
information, statements or representations used or
made by AMT Capital or (b) any untrue or alleged
untrue statement of a material fact contained in
information, furnished in writing by AMT Capital to
the Fund and used in the answers to any of the
items of the registration statement or in the
corresponding statements made in the prospectus or
statement of additional information, or shall arise
out of or be based upon any omission or alleged
omission to state a material fact in connection
with such information furnished in writing by AMT
Capital to the Fund and required to be stated in
such answers or necessary to make such information
not misleading, provided, however, that AMT
Capital's agreement to indemnify the Fund and AMT
Capital's representations and warranties
hereinbefore set forth in paragraph 3 shall not be
deemed to cover any liability to AMT Capital to
which the Fund would otherwise be subject by reason
of willful misfeasance, bad faith or gross
negligence in the performance of its duties, or by
reason of the Fund's reckless disregard of its
obligations and duties under this Agreement. AMT
Capital's agreement to indemnify the Fund, its
officers and directors, and any such controlling
person, as aforesaid, is expressly conditioned upon
AMT Capital's being notified of any action brought
against the Fund, its officers or directors, or any
such controlling person, such notification to be
given by letter or telegram addressed to AMT
Capital at its principal office in New York, New
York and sent to AMT Capital by the person against
whom such action is brought, within ten days after
the summons or other first legal process shall have
been served. The failure so to notify AMT Capital
of any such action shall not relieve AMT Capital
from any liability that AMT Capital may have to the
Fund, its officers or directors, or to such
controlling person by reason of any such untrue or
alleged untrue statement or omission or alleged
omission otherwise than on account of AMT Capital's
indemnification agreement contained in this
paragraph 5.2. AMT Capital agrees to notify the
Fund promptly of the commencement of any litigation
or proceedings against AMT Capital or any of its
officers or directors in connection with the
issuance and sale of any of the Fund's shares.
5.3 In case any action shall
be brought against any indemnified party under
paragraph 5.1 or 5.2, and such party shall notify
the indemnifying party of the commencement thereof,
the indemnifying party shall be entitled to
participate in, and, to the extent that it shall
wish to do so, to assume the defense thereof with
counsel satisfactory to such indemnified party. If
the indemnifying party opts to assume the defense
of such action, the indemnifying party will not be
liable to the indemnified party for any legal or
other expenses subsequently incurred by the
indemnified party in connection with the defense
thereof other than (a) reasonable costs of
investigation or the furnishing of documents or
witnesses and (b) all reasonable fees and expenses
of separate counsel to such indemnified party if
(i) the indemnifying party and the indemnified
party shall have agreed to the retention of such
counsel or (ii) the indemnified party shall have
concluded reasonably that representation of the
indemnifying party and the indemnified party by the
same counsel would be inappropriate due to actual
or potential differing interests between them in
the conduct of the defense of such action.
6. Effectiveness of Registration
None of the Shares shall be
offered by either AMT Capital under any of the
provisions of this Agreement and no orders for the
purchase or sale of the Shares hereunder 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 6 shall in any
way restrict or have an application to or bearing
upon the Fund's obligation to repurchase its Shares
from any shareholder in accordance with the
provisions of the Fund's prospectus, statement of
additional information or articles of incorporation.
7. Notice to AMT Capital
The Fund agrees to advise AMT
Capital immediately in writing:
(a) of any request by the SEC for
amendments to the registration statement,
prospectuses or statements of additional information
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 then in effect
or the initiation of any proceeding for that purpose;
(c) of the happening of any event that makes untrue
any statement of a material fact made in the
registration statement, prospectus or statement of
additional information then in effect or that
requires the making of a change in such
registration statement, prospectus or statement of
additional information in order to make the
statements therein not misleading; and
(d) of all actions of the SEC with respect to any
amendment to any registration statement,
prospectus or statement of additional information
which may from time to time be filed with the SEC.
8. Term of Agreement
This Agreement shall continue
until two years after the date of this Agreement,
and thereafter shall continue automatically for
successive annual periods, provided such
continuance is specifically approved at least
annually by (i) the Fund's Board of Directors, or
(ii) by a vote of a majority (as defined in the
1940 Act) of the outstanding voting securities of
the relevant Portfolios of the Fund, provided that
in either event the continuance is also approved by
the majority of the Directors of the Fund who are
not interested persons (as defined in the 1940 Act)
of any party to this Agreement, by vote cast in
person at a meeting called for the purpose of
voting on such approval. This Agreement is
terminable, without penalty, on 60 days' notice by
the Fund's Board of Directors, by vote of the
holders of a majority of the Fund's shares, or on
60 days' notice by AMT Capital. This Agreement
will also terminate automatically in the event of
its assignment (as defined in the 1940 Act).
Please confirm that the foregoing
is in accordance with your understanding by
indicating your acceptance thereof at the place
below indicated, whereupon it shall become a
binding agreement between us.
Very truly yours,
HOLLAND SERIES FUND, INC.
By:/s/Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
President
Accepted:
AMT CAPITAL SECURITIES, L.L.C.
By:
Date: ___________, 1998
