UNDERWRITING AGREEMENT
between
X.X. XXXXXX TAX-FREE INCOME FUND, INC. (a Maryland Corporation)
and
XXXXX & BABSON, INC.
THIS AGREEMENT, made and entered into this ___day of ___________, 2003, by
and between X.X. XXXXXX TAX-FREE INCOME FUND, INC. (a Maryland Corporation,
herein referred to as the "Fund") and XXXXX & BABSON, INC. (a Missouri
corporation, hereinafter referred to as "Principal Underwriter")
1. Subject to the provisions of its Articles of Incorporation and By- Laws,
copies of which have been delivered to and are acknowledged by the Principal
Underwriter, the Board of Directors of the Fund hereby appoints the firm of
Xxxxx & Xxxxxx, Inc. as the principal underwriter and sole distributor of the
shares of common stock of the portfolios of the Fund (each such portfolio is
referred to herein as a "Portfolio" and collectively as the "Portfolios"),
except for shares which the Fund may elect pursuant to authority of its Board of
Directors to issue directly to registered owners, which shall include by
definition but not by limitation stock issued by virtue of reinvestment of
dividends, or as the result of a splitting of shares, or as the result of the
Fund merging or consolidating with another organization, or in return for
acquisition of assets, or as the result of shares issued in connection with a
contractual plan for which the Fund is the underlying investment, or for the
purpose of complying with the registration laws of a particular state or
jurisdiction.
2. The Fund agrees to prepare and file registration statements with the
Securities and Exchange Commission and appropriate notice or other required
filings with the securities departments of the various states and other
jurisdictions in which the shares may be offered, and do such other things and
to take such other actions as may be mutually agreed upon by and between the
parties as shall be reasonably necessary in order to effect the registration and
the sale of the Fund's shares.
3. The Principal Underwriter agrees to place its full facilities at the
disposal of the Fund and to assist and cooperate fully with respect to the
registration and qualification of the Fund's shares, as well as perform all
functions required in connection with any offering including, but not limited
to, the creation and preparation of literature, advertising, and any other
promotional material for the purpose of selling the Fund's shares.
4. The Principal Underwriter will act as agent of the Fund and not as
principal in the solicitation and sale of the shares of the Fund unless
expressly agreed to in writing by the Principal Underwriter and the Fund.
5. Normally, the Fund shall not exercise any direction or control over the
time and place of solicitation, the persons to be solicited, or the manner of
solicitation; but the Principal Underwriter agrees that solicitations shall be
in a form acceptable to the Fund and shall be subject to such terms and
conditions as may be prescribed from time to time by the Fund, the Registration
Statement, the Prospectus, the Articles of Incorporation and By-Laws of the
Fund, and shall not violate any provision of the laws of the United States or of
any other jurisdiction to which solicitations are subject, or violate any rule
or regulation promulgated by any lawfully constituted authority to which the
Fund or Principal Underwriter may be subject.
6. The Fund agrees to issue new shares direct to the registered owner
pursuant to this Agreement and according to instructions from the Principal
Underwriter, subject to the net asset value of such shares next effective after
acceptance of the order by the Fund and as more fully set out in paragraph 8.
7. The Fund hereby authorizes the Principal Underwriter to sell its shares
in accordance with the following schedule of prices:
The applicable price will be the net asset value per share next effective
after receipt and acceptance by the Fund of a proper offer to purchase,
determined in accordance with the Articles of Incorporation, By-Laws,
Registration Statement and Prospectus of the Fund.
8. The Fund agrees that, as long as this Agreement is in effect, it will
not authorize anyone else to offer or solicit applications for shares of the
Fund and will not accept any such application if submitted by or through anyone
other than the Principal Underwriter, unless the Principal Underwriter shall
first have agreed in writing to such authorization.
9. This Agreement (i) may be terminated as to any Portfolio without the
payment of any penalty, either by vote of the Board of Directors of the Fund or
by vote of a majority of the outstanding voting securities of the Portfolio, on
sixty (60) days written notice to the Principal Underwriter; (ii) may be
terminated as to any Portfolio without penalty by the Principal Underwriter on
sixty (60) days written notice to the Fund; and (iii) shall immediately
terminate in the event of its assignment.
10. The Principal Underwriter agrees that it will not take either a short
or long position with respect to shares of the Fund; that it will not place
orders for more shares than are required to fill the requests received by it as
agent of the Fund; and that it will expeditiously transmit all such orders to
the Fund.
11. Nothing contained in this Agreement shall be deemed to protect the
Principal Underwriter against any liability to the Fund or to its security
holders to which the Principal Underwriter would otherwise be subject by reason
of willful misfeasance, bad faith, or gross negligence in the performance of its
duties hereunder, or by reason of its reckless disregard of its obligations and
duties hereunder.
12. This Agreement shall become effective on the date first above written,
and shall continue in effect for an initial period of two years, and thereafter
shall continue automatically for any Portfolio for successive annual periods,
provided that such continuance is specifically approved at least annually by the
Board of Directors or by vote of a majority of the outstanding voting securities
of the affected Portfolio and provided further that this Agreement or any
renewal thereof shall be approved by the vote of a majority of the Directors who
are not parties to the Agreement or interested persons of any such party, cast
in person, at a meeting called for the purpose of voting on such approval.
X.X. XXXXXX TAX-FREE INCOME FUND, INC.
By: _______________________
Name: _____________________
Title: ______________________
ATTEST:
By: _______________________
Name: _____________________
Title: ______________________
XXXXX & BABSON, INC.
By: _______________________
Name: _____________________
Title: ______________________
ATTEST:
By: _______________________
Name: _____________________
Title: ______________________
