ITEM 24 FILE 2 74436
FILE 811 3287
UNDERWRITING AGREEMENT
ACCRUED EQUITIES, INC.
Agreed this 23rd day of September ,1981
---- ----------------
1. THE SOLAR FUND, INC. hereby employs the Underwriters as its exclusive agent
to sell for its account an indeterminate number of shares of its Common Stock
on a best efforts basis. The Underwriters agree to use their best efforts as
agent, promptly following the receipt of written notice of the effective date
of the Registration Statement, to sell the Common Stock of THE SOLAR FUND,
INC. subject to the terms, provisions, and conditions hereinafter mentioned.
The employment hereunder shall terminate 2 years after the effective date of
the Registration Statement, unless the parties agree to extend such period of
time in accordance with and subject to the requirements of the Investment
Company Act of 1940 and all of its regulations and interpretations.
2. The shares of Common Stock shall be offered to the public at price per
share equalling the net asset value of the Fund divided by the number of its
then existing share-holders. The minimum number of shares to be offered to an
investor is one hundred shares. The minimum purchase price shall be $5,3OO.OO.
3. As shares are sold, the Fund agrees to issue or have issued such shares or
fractions of Common Stock in such names and denominations as may be specified
by the Underwriters.
4. As their compensation, the Underwriters shall be entitled to receive a
commission of 6% of net asset value per share for sales to any person of
securities value (net asset value) up to $15,OOO, 5% of net asset value per
share for the sale to any person of a security valued at $l5,OOO to $25,OOO
and 4% of net asset value per share for sales to any person of securities
valued at $25,000 or more; 3% of net asset value for sales over $100,000.
5. The Underwriters shall have the right to offer the shares through dealers
of securities selected by them and to allow such dealers such Concessions out
of the commissions to be received by the Underwriters as the Underwriters may
determine.
Further Agreements of the Company
The Fund agrees, at its expense and without expense to the Underwriters, as
follows:
1. To give and to continue to give and supply such financial statements and
other information to and as may be required by the Securities and Exchange
Commission or proper public bodies in the states in which the securities may
be qualified.
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2. As soon as the Fund is informed thereof, to advise the Underwriter and to
confirm such advice in writing:
(a) When the Registration Statement becomes effective;
(b) When any amendment to the Registration Statement filed subsequent to the
effective date thereof becomes effective;
(c) Of any request of the Securities and Exchange Commission for amendments to
the Registration Statement or related Prospectus or for additional information;
(d) Of the issuance by the Securities and Exchange Commission of any stop
order suspending the effectiveness of the Registration Statement or of the
initiation of any proceeding for that purpose;
(e) Of any material adverse change in its financial position or operating
condition and of any development materially affecting the Company or rendering
untrue or misleading any material statement in the Registration Statement or
prospectus.
3. To make every reasonable effort to prevent the issuance of any stop order
suspending the effectiveness of the Registration Statement, and, if such stop
order is entered at any time, the Fund shall use its best efforts to obtain
withdrawal of the same at the earliest possible moment.
4. To deliver to the Underwriter, without charge, (a) prior to the Effective
Date of the Registration Statement, copies of each prospectus filed with the
Securities and Exchange Commission bearing in red ink the statement required
by the rules of the Securities and Exchange Commission, (b) on and from time
to time after the Effective Date of the Registration Statement, copies of the
Prospectus and of any amended or supplemented prospectus.
5. To furnish, without cost, to the Underwriter one executed copy of the
Registration Statement, including all exhibits and amendments thereto, and a
reasonable number of copies of the Registration Statement and amendments
thereto.
6. For the period after the effective date of the Registration Statement
during which the prospectus is required by law to be used, if any change shall
have occurred as a result of which the prospectus includes an untrue statement
of a material fact or omits to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under which
they are made, not misleading, forthwith to prepare and to furnish to the
Underwriter, without cost, supplements to the prospectus or an amended
prospectus correcting the untrue statement or supplying the omission.
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7. To issue financial statements to its stockholders and to the Underwriter
prepared by an independent certified public accountant at least annually.
8. Prior to each annual meeting of stockholders, to cause to be forwarded to
the Underwriter and stockholders a certified annual financial report.
9. To give irrevocable instructions to the Underwriter for a period of two
years after the effective date of the Registration Statement copies of all
advice sheets showing any transfer of shares of Common Stock and, upon the
request of the Underwriters, to deliver a complete stockholders list from time
to time during a period of two years, but not more often than semiannually.
Indemnity Provisions
1. The Fund agrees to indemnify, defend, and hold the Underwriter, and each
person, if any, who controls any such Underwriter within the meaning of
Section 15 of the Act, free and harmless from and against any and all losses,
claims demands, liabilities, and expenses (including reasonable legal or other
expense incurred by each such Underwriter and controlling person in connection
with defending any such claims or liabilities whether or not resulting in any
liability to such Underwriter or to any controlling person), which such
Underwriter or controlling person may incur under the Act or at common law or
otherwise, but only to the extent that such losses, claims, demands,
liabilities, and expenses shall arise out of or be based upon any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement or in the Prospectus or in any amendment or amendments
to the Registration Statement or Prospectus, or in any application or other
papers, hereinafter collectively called Blue Sky Application, executeded by
the Underwriter with the written approval of the Fund for filing in any state
or states in order to qualify under the securities laws thereof the securities
covered by this agreement, or shall arise out of or be based upon any omission
or alleged omission to state therein a material fact required to be stated in
the Registration Statement or Prospectus or in any amendment or amendments or
in any Blue Sky Application or necessary to make the statements in any thereof
not misleading, provided, however, that his indemnity agreement shall not
apply to any losses, claims, demands, liabilities, or expenses arising out of
or based upon untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement or the Prospectus or in any amendment
or amendments or in any blue sky application, or arising out of or 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,
which statement or omission was made in reliance upon in formation furnished
to the Company by the Underwriter in writing expressly for use in the
Registration Statement or Prospectus or in any amendment or amendments, or was
made by the Underwriter in a Blue Sky Application not in reliance upon
information furnished by the Fund.
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2. The forgoing indemity of the and in favor of the Underwriter shall not be
deemed protect the Underwriter against any liability to the Fund or its
security holders to which the Underwriter would otherwise be subject by reason
of willful misfeasance, bad faith, or gross negligence in the performance of
their duties, or by reason of their reckless disregard of their obligations
and duties under this agreement.
3. The Underwriter likewise agrees to indemnify and hold harmless the Fund
against any and all losses, claims, expenses, and liabilities to which it may
become subject, arising out of or based upon any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement or
Prospectus or in any amendment or amendments to the Registration Statement or
Prospectus or in any blue sky application, or amendments thereof, or 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,
resulting from the use of written information furnished to the Fund by the
Underwriter for use in the preparation of the Registration Statement or the
Prospectus, or in any amendment or amendments to the Registration Statement or
Prospectus or in any blue sky application.
4. The provisions of this Article IV shall not in any way prejudice any right
or rights which the Underwriter may have against the Fund or the Fund may have
against the Underwriter under any statute other than the Act, at common law or
otherwise.
5. The indemnity agreement contained in this Article IV shall survive and
shall inure to the benefit of successors of the Fund and successors of the
Underwriters and shall be valid irrespective of any investigation made by or
on behalf of the Underwriters or the Company.
Payment of Expenses
The Fund agrees, at its own expense and without expense to the Underwriter, to
pay all costs and expenses incident to this agreement, including, but without
limitation, all expenses in connection with the preparation and printing of
this agreement; the preparation, printing, and filing of the Registration
Statement and Prospectus as well as all amendments thereto together with all
exhibits; to pay all filing fees and costs, original issue tax, transfer
agent's fees, charges, or disbursements connected with the issue and delivery
of the securities covered by this agreement; to pay all reasonable expenses
incurred in connection with the qualification of the securities under the
securities or blue sky laws of the state heretofore referred to; and to
reimburse the Underwriter for the reasonable fees and expenses incurred by the
Underwriter in connection with this offering, including fees of Underwriter's
counsel.
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Public Offering
1. The underwriter agrees to make a public offering of the Common Stock
covered by this agreement as soon after the effective date of the Registration
Statement as is advisable, in accordance with and as set forth in the
Registration Statement. Such public offering may be made either by the Fund or
through broker-dealers in securities selected by the Underwriter; or partly in
each such manner, as determined by the Underwriters in their sole discretion.
The Underwriters may pay such concessions out of the commissions to be
received by the Underwriters for Common Stock sold by such dealers as they may
determine.
2. This is agreed to be a "best efforts underwriting". There is no agreement to
sell any number of shares.
3. Payments for purchase of shares, including sales commissions shall be made
directly to the Fund. The Fund shall pay sales commissions on all sales to the
Underwriter as set forth in the Prospectus immediately upon sale.
4. The Underwriter shall pay all brokers, dealers and salesmen in accordance
with the Prospectus.
5. The services of the Underwriter shall be to promote and advertise the Fund
shares for sale. They shall be entitled to a commission, as described in the
Prospectus, without reference as to how or from whom purchases are made. The
Underwriters shall receive commissions on reinvestment as described in the
Prospectus, excepting for reinvestment of dividends and distributions, as to
which there shall be no commissions.
6. This agreement is separate from services and com- pensation described in the
Management Agreement between the same parties.
7. The Underwriter shall be compensated for its ser- vices, if any, in the
redemption of shares as described in the Prospectus at the rates described
therein.
8. Sales are to be deemed to be made by the issuer directly. The Underwriter is
deemed to be serving as a sponsor and promoter and advertiser and public
relations entity for the purposes of this issue.
9. The determination of when, how and where to register and sell and to whom
to sell, including Blue Sky registration. Decisions and costs to allocate
advertising promotion shall be made exclusively by the Underwriter.
Conditions Precedent to the Obligations of the Underwriters
It is understood that the obligations of the Underwriters hereunder shall be
conditioned upon:
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1. The approval of counsel for the Underwriters of the form and content of the
Registration Statement and Prospectus of the organization and present legal
status of the Fund, and of the legality and validity of the authorization and
issuance of the issued and outstanding stock of the Fund and of the securities
to be offered hereunder, which approval shall not be unreasonably withheld.
2. The performance by the Fund of all the obligations on its part to be
performed hereunder and the truth, completeness, and accuracy of all
statements and representations contained herein or any financial statements
furnished hereunder.
3. The fact that no substantial claims shall be made or legal action for
substantial amounts be instituted or reasonable basis therefor be discovered
against the Fund.
4. The Fund shall have furnished to the Underwriter on the Delivery Date a
certificate or certificates verified by the President or a Vice President
certifying that:
(a) The respective Signers thereof have examined the answers to each
item of the Registration Statement and the information contained in
the Prospectus and, to the best of their knowledge, information, and
belief, such answers and such information in the Prospectus, as of
the effective date of the Registration Statement, were true and
correct and did not omit to state any material fact required to be
stated therein or necessary in order to make the statements therein
not misleading, and since the effective date of the Registration
Statement, no event has occurred which should have been set forth in
an amendment to the Registration Statement or in a supplement or
amendment to the prospectus, which shall not have been so set forth
in such amendment or supplement;
(b) To the best of their knowledge, information, and belief, the
respective signers know of no substantial adverse change in the
general affairs of the Fund, or in the financial position of the Fund
during the period from the date of the latest financial statements
contained in the Registration Statement to the Delivery Date, except
for the changes disclosed or indicated in the Registration Statement.
5. The Underwriters, shall have received a certificate or letter from the
Fund's accountants addressed to the Fund, confirming that they are independent
public accountants as required by the Act, and the Rules and Regulations of
the Securities and Exchange Commission thereunder, and certifying to the
effect that the financial statements and other financial data certified by
them and included in the Registration Statement or Prospectus comply with the
Act and the Rules and Regulations of the Securities and Exchange Commission
thereunder, and that, in their opinion, on the bases of a general review of
the financial statements of the Fund, a general review of the entries in their
books of account, representations from the proper officers of the Fund, and
such representative checks at such offices of the Fund as, in their
discretion, are necessary, there has been no substantial adverse change
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in the capitalization of the Fund and no substantial adverse change in the
financial position or net worth of the Fund except as disclosed or indicated
in the Registration Statement, and that the capital stock and surplus accounts
of the Fund are at least as great as shown in the Registration Statement or
prospectus.
NOTICE
Any notice required or permitted to be given hereunder may be given in writing
by depositing the same in the United States Mail, postage prepaid, or by
Western Union, charges prepaid, addressed as follows:
TO THE UNDERWRITERS;
Accrued Equities, Inc.
000 Xxxxxxxx Xxxxxxxxx
Xxxxx Xxxx, Xxx Xxxx 00000
TO THE FUND:
The Solar Fund, Inc.
000 Xxxxxxxx Xxxxxxxxx
Xxxxx Xxxx, Xxx Xxxx 00000
THE SOLAR FUND, INC.
by /s/ Xxxxxxx X. Xxxxxxxxxx
--------------------------------------
President, Xxxxxxx X. Xxxxxxxxxx
The foregoing agreement is hereby confirmed and accepted as of the date first
above given.
ACCRUED EQUITIES, INC.
by /s/ Xxxxxxx X. Xxxxxxxxxx
--------------------------------------
President, Xxxxxxx X. Xxxxxxxxxx
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ITEM 24 FILE 2 74436
FILE 811 3287
RIDER TO UNDERWRITING AGREEMENT
WHEREAS, THE SOLAR FUND, INC. and ACCRUED EQUITIES INC. entered
into an underwriting agreement on September 23, 1981; and
WHEREAS, THE SOLAR FUND, INC. has changed its name to NEW
ALTERNATIVES FUND, INC.
IT IS AGREED that the said agreement be amended to use the name NEW
ALTERNATIVES FUND, INC.
in all places where the name THE SOLAR FUND, INC. is contained in
said agreement;
IT IS ALSO AGREED that the term "distribution" is deemed to have the same
meaning as underwriter for purposes of the said agreement.
Dated: September 1982
Great Neck, New York
ACCRUED EQUITIES INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
---------------------------------------
XXXXXXX X. XXXXXXXXXX, President
NEW ALTERNATIVES FUND, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
---------------------------------------
XXXXXXX X. XXXXXXXXXX, President
ITEM 24 FILE 2 74436
FILE 811 3287
March 15, 1993
Amendment to Underwriting Agreement Reducing
Sales and Related Charges
Whereas, New Alternatives Fund, Inc., a registered investment company, and
Accrued Equities, Inc., the underwriter and a registered broker dealer;
originatly entered an underwriting agreement on September 23, 1981.
Whereas said agreement was amended in September of 1982 the nature of which
was to reflect the amendment of the name of the present New Alternatives Fund,
Inc. from its former name, The Solar Fund, Inc.
It is now agreed by and between the parties, with the consent of their
respective directors, that said agreement be further amended to provide for a
modified schedule of reduced sales charges including , Sales Commission As A
Percentage of the Offering Price, Dealer Re-allowance As A Percentage of the
Offering Price and Sales Commission As A Percentage of Net Asset Value.
The changes are to become effective with the completion of the first 1993
filing of the prospectus of the New Alternatives Fund with the Securities and
Exchange Commission regulatory authorfties and the distribution the
commencement of the distribution thereof.
The new, reduced, charges are set forth in the table annexed hereto and as
they appear in the new 1993 New Alternatives Fund, Inc. prospectus.
Great Neck, New York.
Accrued Equities, Inc.
Xxxxxxx X. Xxxxxxxxxx, Pres.
New Alternatives Fund, Inc.
Xxxxx Xxxxxxxxxx, Pres.
Sales Commission
Purchase Commission Dealer Re-allownace Sales
of As A Percentage of As A percentage of As A percentage
Price Offering Price Offering Price Net Asset Value
--------- ------------------- ------------------- ---------------
$ 2,500 to $ 25,000 4.75% 4% 4.98%
$ 25,000 to $103,000 3.85% 3% 4%
$ 103,001 or more 2.91% 2% 3%
ITEM 24 FILE 2 74436
FILE 811 3287
October 1, 1995
Amendment to Underwriting Agreement Modifying the Application
of Sales and Related Charges
Whereas, New Alternatives Fund, Inc., a registered investment company, and
Accrued Equities, Inc., the underwriter and a registered broker dealer;
originally entered an underwriting agreement on September 23, 1981.
Whereas said agreement was amended in September of 1982 the nature of which
was to reflect the amendment of the name of the present New Alternatives Fund,
Inc. from its former name, The Solar Fund, Inc.
Whereas said agreement was further amended during 1993 to provide
reduced sales charges,
It is now agreed by and between the parties, with the consent of their
respective directors, that said agreement be further amended to provide for a
modified system of sales charges as they are expected to appear in the fund
prospectus for 1996.
The changes are to become effective with the completion of the first 1996
filing of the prospectus of the New Alternatives Fund with the Securities and
Exchange Commission regulatory authorities and the commencement of the
distribution thereof.
The new, reduced, charges are set forth in the description set forth below and
as they shall appear in the new 1996 New Alternatives Fund, Inc. prospectus.
Mellville, New York.
Accrued Equities, Inc.
----------------------------
Xxxxx Xxxxxxxxxx, Pres.
New Alternatives Fund, Inc.
----------------------------
Xxxxxxx X. Xxxxxxxxxx, Chmn.
TEXT OF UNDERWRITING CHANGES OF FOR 1996 PROSPECTUS
PURCHASES BY FAMILIES: INVESTORS MAY COMBINE THE FOLLOWING
CATEGORIES INTO A SINGLE TRANSACTION TO QUALIFY FOR A REDUCED SALES
CHARGE AND RIGHTS OF ACCUMULATION: PURCHASES BY SPOUSES, PARENTS OR
GRANDPARENTS FOR THEMSELVES OR FOR EACH OTHER OR FOR THEIR CHILDREN OR
GRANDCHILDREN, INCLUDING TRUSTS FOR SUCH PERSONS. TO SO QUALIFY, IT IS THE
INVESTORS RESPONSIBILITY TO NOTIFY THE TRANSFER AGENT AT THE TIME OF PURCHASE
OF ELIGIBILITY FOR SUCH REDUCED SALES CHARGE. CERTAIN CATEGORIES OF PEOPLE OR
INSTITUTIONS MAY INVEST IN THE FUND WITHOUT PAYING A SALES CHARGE: THESE
INCLUDE CURRENT AND RETIRED DIRECTORS, OFFICERS AND EMPLOYEES OF THE FUND OR
THE FUND'S ADVISOR AND THEIR FAMILIES; REGISTERED REPRESENTATIVES OF BROKERS
DISTRIBUTING THE FUND'S SHARES WHO ARE PURCHASING FOR THEIR OWN PERSONAL
ACCOUNT; NON PROFIT OR CHARITABLE ORGANIZATIONS (AS DEFINED IN SECTION 501 (C)
(3) OF THE INTERNAL REVENUE CODE) INVESTING $100,000 OR MORE; CLIENTS OF
INVESTMENT ADVISORS PURCHASING FOR THEIR OWN ACCOUNTS WHO ARE CHARGED ONGOING
MANAGEMENT FEES FOR THEIR ADVISORS SERVICES. PERSONS IN THE ABOVE CATEGORIES
MUST MAKE THEIR STATUS AS SUCH KNOWN TO THE FUND'S TRANSFER AGENT. THE FUND
RESERVES THE RIGHT TO REJECT ANY PURCHASE ORDER.
SHOULD A BROKER EXECUTE A CONTRACT WITH THE FUND, THE PRINCIPAL DISTRIBUTOR
MAY RE-ALLOW A PORTION OF THE APPLICABLE SALES CHARGE, AS INDICATED ABOVE. IN
THE EVENT THAT SUBSTANTIALLY ALL OF THE SALES CHARGE IS RE-ALLOWED,
SUB-DISTRIBUTORS MAY BE DEEMED TO BE UNDERWRITERS AS THAT TERM IS DEFINED IN
THE SECURITIES ACT OF 1933.
ITEM 24 FILE 2 74436
FILE 811 3287
1996 AMENDMENT TO ADD PROVISION FOR AUTOMATIC TERMINATION IN THE
EVENT OF ASSIGNMENT (SECTION 15 (B) (2) OF 1940 ACT)
Whereas, New Alternatives Fund, Inc., a registered investment company, and
Accrued Equities, Inc., the underwriter and a registered broker dealer;
originally entered an underwriting agreement on September 23, 1981.
Whereas said agreement was amended in September of 1982 the nature of which
was to reflect the amendment of the name of the present New Alternatives Fund,
Inc. from its former name, the Solar Fund, Inc.
Whereas said agreement was further amended during 1993 to provide reduced
sales charges; and amended as of April 1996 to provide modified sales charges
to certain classes of investors.
It is now agreed by and between the parties, with the consent of their
respective directors, that said agreement be further amended to provide, "This
agreement shall automatically terminate in the event of its assignment".
The change was approved by the directors of the Fund at the annual meeting on
September 27, 1996.
The change became effective upon approval by the directors of the Fund and of
the Underwriter.
October 4th, 1996
Melville, New York
Accrued Equities, Inc.
/s/ Xxxxx Xxxxxxxxxx, Pres.
------------------------------
Xxxxx Xxxxxxxxxx, Pres.
New Alternative Fund, Inc.
/s/ Xxxxxxx X. Xxxxxxxxxx
-------------------------------
Xxxxxxx X. Xxxxxxxxxx, Chmn.
