UNDERWRITING AGREEMENT
BETWEEN
SM&R INVESTMENTS, INC.
(SM&R XXXXX FUNDS)
AND
SECURITIES MANAGEMENT AND RESEARCH, INC.
THIS UNDERWRITING AGREEMENT (the "Agreement") is made and entered into
as of the 1st day of September, 2000, by and between SECURITIES MANAGEMENT AND
RESEARCH, INC., a Florida corporation hereinafter referred to as the
"Underwriter," and SM&R INVESTMENTS, INC., a Maryland corporation hereinafter
referred to as the "Fund", on behalf of the following four series of the Fund:
the SM&R Xxxxx Growth Fund, the SM&R Xxxxx Small-Cap Fund, the SM&R Xxxxx
Aggressive Growth Fund, and the SM&R Xxxxx Technology Fund (collectively the
"Series").
Each of the Series is a separate series of the Fund with different
investment objectives than the other series, which each pursues through separate
investment policies.
Each of the Series offers two classes of shares (each, a "Class" and,
collectively, "Classes") described in the Fund's current effective registration
statement filed with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the "Current Registration Statement"). Such Classes
have different sales charges and distribution and service (12b-1) fee structures
described in the Fund's Current Registration Statement.
SM&R is engaged in the business of providing underwriting and related
services to investment companies and desires to provide such services to the
Fund and to each Class of each Series.
In consideration of the mutual covenants contained in this Agreement
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Underwriter and the Fund hereby agree as follows:
1. The Fund hereby appoints the Underwriter as exclusive distributor of
the shares of all Classes of each Series to sell such shares to the public on
the terms set forth in this Agreement. During the term of this Agreement and
any continuation thereof, no Series will sell or agree to sell any of its
shares except to or through the Underwriter at a public offering price
determined in accordance with Paragraph 3 hereof; provided, however, that any
Class of the Series may issue shares at net asset value:
(a) in connection with the merger or consolidation of any investment
company with the Fund or the acquisition by purchase or otherwise of
all or substantially all of the assets of any investment company by the
Fund;
(b) to a Series' shareholders upon their reinvestment of
dividends of such Series from net investment income or representing
distributions of such Series from net realized capital gains;
(c) to one or more unit investment trusts organized under the
Investment Company Act of 1940 and sponsored by the Underwriter; and
(d) to such other persons and entities approved or recommended by
Underwriter which the Fund's Board of Directors may from time to time
approve and which are set forth in the Fund's Current Registration
Statement.
2. The Underwriter hereby accepts appointment as exclusive underwriter
and distributor of the shares of all Classes of the Series and agrees that it
will use its best efforts to sell such shares; PROVIDED, HOWEVER, that by
accepting this appointment as exclusive underwriter and distributor of such
shares, the Underwriter does not undertake to sell all or any portion of the
shares of any Class of any Series.
3. The Underwriter agrees to offer shares of the capital stock of the
Series to the public through its representatives and through dealers having
sales agreements with the Underwriter (PROVIDED, HOWEVER, that nothing
provided for in this Agreement shall obligate the Underwriter to execute
sales agreements with dealers or to sell any shares to dealers). The offering
price for shares of each Class of each Series shall be equal to each such
Class' net asset value per share plus the applicable sales charge, if any,
computed as provided in the Fund's Current Registration Statement. The net
asset value for each share of any Class of any Series, computed as
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provided in the Fund's Current Registration Statement, shall be referred to
as the "Net Asset Value".
The full Net Asset Value for the Fund shares purchased shall be
remitted to the Fund promptly after payment is received by the Underwriter. The
applicable sales charge, if any, received in connection with sales of shares of
the Series shall be retained by the Underwriter, and the Underwriter may fix the
portion of such sales charge to be allowed to its representatives or to dealers
having sales agreements with the Underwriter.
4. The Underwriter shall require each Series to issue shares of any
Class only to the extent necessary (except for reasonable allowances for
clerical errors, delays and errors of transmission and cancellation of
orders) to fill unconditional orders for shares of such Class placed with the
Underwriter by investors and dealers and not in excess of such unconditional
orders, and the Underwriter will not avail itself of any opportunity of
making a profit by expediting or withholding orders. In the event payment is
not received by the Underwriter for shares so issued by a Series, the
Underwriter shall reimburse the Series for the Net Asset Value applicable to
such purchase, and thereafter the shares so issued will be redeemed at the
Net Asset Value applicable at the time of redemption.
5. Shareholders of a Class of a Series are permitted to exchange their
shares into the shares of another series or fund to the extent provided and
subject to the conditions stated in the Fund's Current Registration
Statement. It is understood that the Underwriter has agreed to waive its
right to that portion of the sales charge waived on shares exchanged pursuant
to such exchange privilege.
6. The Fund hereby authorizes the Underwriter to redeem upon the terms
and conditions hereinafter set forth and as described in the Fund's Current
Registration Statement, as agent of the Fund and for its account, such shares
of stock of each Class of each Series as may be offered for redemption to the
Fund from time to time:
(a) The Underwriter may accept redemption requests from a stockholder
of record (including a request from an agent of such stockholder), to
redeem such shares at a price equal to the Net Asset Value per share
which is or becomes effective for such redemption, less any applicable
contingent deferred sales charges.
(b) The Underwriter agrees that all redemptions of the Fund's shares
made by it after this Agreement becomes effective shall be made only as
agent for the account of each Series and pursuant to the terms and
conditions herein set forth.
(c) The Fund reserves the right to suspend or revoke the foregoing
authorization at any time; unless otherwise stated, any such suspension
or revocation shall be effective forthwith upon receipt of notice by an
officer of the Underwriter by written instrument from an officer of the
Fund duly authorized by its Board of Directors. In the event that the
authorization of the Underwriter is, by terms of such notice,
suspended:
(i) for more than forty-eight (48) hours, excluding from such
period any day on which the New York Stock Exchange is
not open, or
(ii) until further notice, the authorization given by this
Article 6 shall not be revived except by vote of the
Board of Directors of the Fund.
(d) Except for contingent deferred sales charges, which are to be
paid to SM&R, the Underwriter shall receive no commissions in respect
of any redemptions under the foregoing authorization and appointment
as agent.
7. The Underwriter covenants and agrees that in selling the shares of
each Series, it will in all respects duly conform with all state and federal
laws relating to the sale of such securities, and will indemnify and save
harmless the Fund and each such Series from any damage or expenses on account
of any wrongful act by it or its representatives. Neither the Underwriter nor
any dealer nor any other person is authorized by the Fund to give any
information or to make any representations other than those contained in the
Current Registration Statement covering the shares of any Series.
8. The Fund shall pay all costs and expenses in connection with
registering the shares of the Series for sale under all applicable securities
laws, including preparation and filing of required registration statements
and prospectuses under federal law and all amendments and supplements
thereto, and the expense of preparing, printing, mailing and otherwise
distributing prospectuses and statements of additional information, annual or
interim reports and proxy materials to shareholders.
9. The Underwriter shall pay the expenses normally attributable to the
sale of shares, other than as paid
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under the Fund's distribution and service (12b-1) plan, including the cost of
printing and mailing prospectuses (other than those furnished to existing
shareholders) and any sales literature used by the Underwriter. It is
understood and agreed that so long as the Fund's distribution and service
(12b-1) plan continues in effect, any expenses incurred by the Underwriter
hereunder may be paid in accordance with the terms of such distribution and
service (12b-1) plan.
10. In connection with the purchase or sale of portfolio securities for
the account of any Series, neither the Underwriter nor any officer or
director of the Underwriter shall act as principal.
11. This Agreement shall become effective on the date hereof and shall
continue in effect for a period of two (2) years and thereafter only so long
as such continuance is specifically approved at least annually by the Board
of Directors or by a vote of a majority of the outstanding voting securities
of each Series, and in either case, by the specific approval by a majority of
the directors, who are not parties to such contract or agreement or
"interested" persons of any such parties, cast in person at a meeting called
for the purpose of voting on such approval, the term "interested" persons for
this purpose having the meaning defined in Section 2(a)(19) of the x00 Xxx.
12. This Agreement may be terminated at any time without the payment of
any penalty, by vote of the Board of Directors of the Fund or by vote of the
holders of a majority of the outstanding shares of either Series, or by the
Underwriter, on sixty (60) days' written notice to the other party.
13. 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 x00 Xxx.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in duplicate as of the day and year first above written.
SM&R INVESTMENTS, INC.
By:
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Xxxxxxx X. XxXxxxxxx, President
SECURITIES MANAGEMENT AND RESEARCH, INC.
By:
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Xxxxxx X. Xxxxx, Senior Vice President
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