Exhibit 6
UNDERWRITING AGREEMENT
UNDERWRITING AGREEMENT, made as of the sixteenth day of May, 1995, by and
between ARIEL DISTRIBUTORS, INC., an Illinois corporation (the "Distributor"),
and ARIEL GROWTH FUND, d/b/a ARIEL INVESTMENT TRUST, a Massachusetts business
trust (the "Trust").
WHEREAS, the Trust is an open-end, diversified investment company
registered under the Investment Company Act of 1940 (the "1940 Act") and has
registered its shares for sale to the public under the Securities Act of 1933
(the "1933 Act") and various state securities laws;
WHEREAS, the Trust wishes to retain the Distributor as the principal
underwriter in connection with the offering and sale of shares of the Trust (the
"Shares") and to furnish certain other services to the Trust as specified in
this Agreement;
WHEREAS, this Agreement has been approved by a vote of the Trust's Board of
Trustees and certain trustees who are not interested persons of the Trust, in
conformity with the 1940 Act and the regulations thereunder; and
WHEREAS, the Distributor is willing to act as principal underwriter and to
furnish such services on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed as follows:
1. The Trust hereby appoints the Distributor as principal underwriter in
connection with the offering and sale of the Shares in jurisdictions wherein the
Shares may legally be sold, for the period and on the terms hereinafter set
forth. The Distributor shall, as agent for the Trust, subject to applicable
federal and state law and the Trust's Declaration of Trust and By-laws, and in
accordance with the representations in each Fund's Prospectus and Statement of
Additional Information, as such documents may be amended from time to time: (a)
promote the Trust and the Funds; (b) enter into appropriate dealer agreements
with other registered broker-dealers and other persons or organizations
("Firms") to further distribution of the Shares; (c) solicit orders for the
purchase of the Shares subject to such terms and conditions as the Trust may
specify; (d) transmit promptly orders and payments for the purchase of Shares
and orders for the redemption of Shares to the Trust's transfer agent; and (e)
provide services to shareholders as agreed upon by the Trust. The Distributor
shall comply with all applicable federal and state laws and offer the Shares on
an agency or "best efforts" basis under which the Trust shall only issue such
Shares as are actually sold.
2. (a) The Distributor may sell shares of the Trust directly to
investors. In addition, the Distributor may sell shares of the Trust to or
through Firms in such manner, not inconsistent with the
provisions hereof and the then effective Registration Statement of the Trust (as
hereinafter defined) under the 1933 Act, as the Distributor may determine from
time to time, provided that no Firm or other person shall be appointed or
authorized to act as agent of the Trust without the prior consent of the Trust,
and further provided that the Distributor, and not the Trust, will be
responsible for the payment of compensation to such Firms for such services.
(b) Shares of the Trust offered for sale or sold by the Distributor shall
be offered or sold at a price per share determined in accordance with the then
current Prospectus and Statement of Additional Information relating to the sale
of such Shares except as departure from such prices shall be permitted by the
rules and regulations of the Securities and Exchange Commission ("SEC").
(c) The Distributor will conform and will require each Firm to conform to
the provisions hereof and the Registration Statement under the 1933 Act with
respect to the public offering price, manner of sales and payment terms of the
Trust's shares, and neither the Distributor nor any such Firms shall withhold
the placing of purchase orders so as to make a profit thereby.
3. The compensation to be paid for the services performed and the
obligations assumed by the Distributor under this Agreement, if any, shall be
set forth in one or more written addenda to this Agreement executed by both
parties.
4. As used in this Agreement, the term "Registration Statement" shall mean
the registration statement most recently filed by the Trust with the Securities
and Exchange Commission and effective under the 1933 Act (including the related
Prospectus and Statement of Additional Information), as such Registration
Statement is amended by any amendments thereto at the time in effect, and the
terms "Prospectus" and "Statement of Additional Information" shall mean the form
of prospectus and Statement of Additional Information filed with respect to each
Fund as part of the Registration Statement.
5. The Distributor shall print and distribute to prospective investors
Prospectuses and Statements of Additional Information, and may print and
distribute such other sales literature, reports, forms, and advertisements in
connection with the sale of the Shares as comply with the applicable provisions
of federal and state law. In connection with such sales and offers of sale, the
Distributor shall give only such information and make only such statements or
representations, and require any Firms with whom it enters into dealer
agreements to give only such information and make only such statements or
representations, as are contained in the Prospectus or Statement of Additional
Information of a Fund or in information furnished in writing to the Distributor
by the Trust. The Trust shall not be responsible in any way for any other
information, statements or representations given or made by the Distributor or
by any Firms or other persons acting as representatives or agents of the
Distributor or of any such Firms or other persons.
6. The Trust shall assume and pay all charges and expenses of its
operations not specifically assumed or otherwise to be provided by the
Distributor under this Agreement. The Trust will pay or cause to be paid
expenses (including the fees and disbursements of its own counsel) and all taxes
and fees payable to the federal, state or other governmental agencies on account
of the
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registration or qualification of securities issued by the Trust or otherwise.
The Trust will also pay or cause to be paid expenses incident to the issuance of
shares of beneficial interest, such as the cost of share certificates, issue
taxes, and fees of the transfer agent. The Distributor will pay all expenses
(other than expenses which one or more Firms may bear pursuant to any agreement
with the Distributor) incident to the sale and distribution of the shares issued
or sold hereunder including, without limiting the generality of the foregoing,
all expenses of printing and distributing any Prospectus or Statement of
Additional Information and of preparing, printing and distributing or
disseminating any other literature, advertising and selling aids in connection
with the offering of the shares for sale (except that such expenses shall not
include expenses incurred by the Trust in connection with the preparation,
typesetting, printing and distribution of any Registration Statement, Prospectus
and Statement of Additional Information or report or other communication to
shareholders in their capacity as such), expenses of advertising in connection
with such offering, compensation to the Firms referred to herein and sales
compensation to Distributor's registered representatives.
7. The Trust agrees to indemnify, defend and hold the Distributor, its
several officers and directors, and any person who controls the Distributor
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 the Distributor, its
officers or directors, or any such controlling person may incur, under the 1933
Act or under common law or otherwise, arising out of or based upon any alleged
untrue statement of a material fact contained in the Registration Statement,
Prospectus or Statement of Additional Information of a Fund or arising out of or
based upon any alleged omission to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, provided
that in no event shall anything contained in this Agreement be construed so as
to protect the Distributor against any liability to the Trust or its
shareholders to which the Distributor would otherwise be subject by reason of
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.
8. The Distributor agrees to indemnify, defend and hold the Trust, its
several officers and directors, and any person who controls the Trust 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 the Trust, its officers or
directors, or any such controlling person may incur, under the 1933 Act or under
common law or otherwise, arising out of or based upon any alleged untrue
statement or a material fact contained in information furnished in writing by
the Distributor to the Trust for use in the Registration Statement, Prospectus
or Statement of Additional Information of a Fund or arising out of or based upon
any alleged omission to state a material fact in connection with such
information required to be stated in the Registration Statement, Prospectus or
Statement of Additional Information or necessary to make such information not
misleading.
9. The Trust reserves the right at any time to withdraw any or all
offerings of the Shares by written notice to the Distributor at its principal
office.
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10. The Distributor is an independent contractor and shall be agent for
the Trust only in respect to the offer, sale and redemption of the Shares.
11. The services of the Distributor to the Trust under this Agreement are
not to be deemed exclusive, and the Distributor shall be free to render similar
services or other services to others so long as its services hereunder are not
impaired thereby.
12. The Distributor acknowledges that it has received notice of and
accepts the limitations upon the Trust's liability set forth in Article XI of
its Declaration of Trust. The Distributor agrees that the Trust's obligations
hereunder in any case shall be limited to the Trust and to its assets (or the
assets of the applicable Fund) and that the Distributor shall not seek
satisfaction of any such obligation from the shareholders of the Trust nor from
any Trustee, officer, employee or agent of the Trust.
13. The Trust shall not use the name of the Distributor in any Prospectus,
Statement of Additional Information, sales literature or other material relating
to the Trust in any manner not approved prior thereto by the Distributor;
provided, however, that the Distributor shall approve all uses of its name which
merely refer in accurate terms to its appointment hereunder or which are
required by the SEC or applicable state securities commissions; and, provided
further, that in no event shall such approval be unreasonably withheld. The
Distributor shall not use the name of the Trust or of any Fund in any material
relating to the Distributor in any manner not approved prior thereto by the
Trust; provided, however that the Trust shall approve all uses of its name and
the name of any Fund which merely refer in accurate terms to the appointment of
the Distributor hereunder or which are required by the SEC or a state securities
commission; and, provided further, that in no event shall such approval be
unreasonably withheld.
14. The Distributor shall prepare written reports for the Board of
Trustees of the Trust on a quarterly basis showing information concerning
services provided and expenses incurred which are related to this Agreement and
such other information as from time to time shall be reasonably requested by the
Trust's Board of Trustees.
15. This Agreement shall be effective on May 16, 1995 and continue for an
initial term ending January 31, 1997 unless sooner terminated as hereinafter
provided. It shall continue from year to year thereafter as long as its
continuance is approved annually in accordance with the 1940 Act and the
regulations thereunder. This Agreement may be terminated at any time by either
party upon 60 or more days prior written notice to the other party. This
Agreement may be amended as to a Fund at any time by the parties, subject to
approval by the Trust's Board of Trustees and, if required by law or applicable
SEC regulations, a vote of a "majority of the outstanding voting securities" of
such Fund, as defined in the 1940 Act and any regulations thereunder. This
Agreement shall be binding on the successors and assigns of each party,
provided, however, that this Agreement shall terminate automatically in the
event of its "assignment", as defined in the 1940 Act and any regulations
thereunder.
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16. Each party agrees to perform such further actions and execute such
further documents as are necessary to effectuate the purposes hereof. This
Agreement shall be construed and enforced in accordance with and governed by the
laws of the State of Illinois.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the date first above written by their officers thereunto duly
authorized.
ARIEL GROWTH FUND
By: ____________________________________
Title: ____________________________
ARIEL DISTRIBUTORS, INC.
By: ____________________________________
Title: ____________________________
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ADDENDUM TO UNDERWRITING AGREEMENT
DATED MAY 16, 1995 BETWEEN
ARIEL DISTRIBUTORS, INC. AND
ARIEL GROWTH FUND d/b/a ARIEL INVESTMENT TRUST
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For the services performed and the obligations assumed by Ariel Distributors,
Inc. in respect to the series designated Ariel Growth Fund, Ariel Appreciation
Fund and the Class B shares of the series designated Ariel Premier Bond Fund,
Ariel Distributors, Inc. shall be paid no more often than weekly a distribution
service fee at the annual rate of 0.25% of the respective average daily assets
of each such series and Class.
Dated May 16, 1995
ARIEL DISTRIBUTORS, INC.
By: _________________________
Title: ______________________
ARIEL GROWTH FUND
By: _________________________
Title: ______________________
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