UNDERWRITING AGREEMENT
between
J&B FUNDS (a Delaware statutory trust)
and
XXXXX & XXXXXX, INC.
THIS AGREEMENT, made and entered into this ___day of ___________, 2003,
by and between J&B FUNDS (a Delaware statutory trust, hereinafter referred to as
the "Trust") and XXXXX & BABSON, INC. (a Missouri corporation, hereinafter
referred to as "Principal Underwriter")
1. Subject to the provisions of its Agreement and Declaration of Trust
and By- Laws, copies of which have been delivered to and are acknowledged by the
Principal Underwriter, the Board of Trustees of the Trust hereby appoints the
firm of Xxxxx & Xxxxxx, Inc. as the principal underwriter and sole distributor
of the shares of beneficial interest of the series of the Trust (each such
series is referred to herein as a "Series" and collectively as the "Series"),
except for shares which the Trust may elect pursuant to authority of its Board
of Trustees to issue directly to registered owners, which shall include by
definition but not by limitation shares issued by virtue of reinvestment of
dividends, or as the result of a splitting of shares, or as the result of the
Trust 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 Trust is the underlying investment, or for the
purpose of complying with the registration laws of a particular state or
jurisdiction.
2. The Trust 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 Trust's shares.
3. The Principal Underwriter agrees to place its full facilities at the
disposal of the Trust and to assist and cooperate fully with respect to the
registration and qualification of the Trust'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 Trust's shares.
4. The Principal Underwriter will act as agent of the Trust and not as
principal in the solicitation and sale of the shares of the Trust unless
expressly agreed to in writing by the Principal Underwriter and the Trust.
5. Normally, the Trust 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 Trust and shall be subject to such terms and
conditions as may be prescribed from time to time by the Trust, the Registration
Statement, the Prospectus, the Certificate of Trust, Agreement and Declaration
of Trust, and By-Laws of the Trust, 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 Trust or Principal Underwriter may be
subject.
6. The Trust 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 Trust and as more fully set out in paragraph 8.
7. The Trust 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 Trust of a proper offer
to purchase, determined in accordance with the Agreement and
declaration of Trust, By-Laws, Registration Statement and Prospectus of
the Trust.
8. The Trust 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 Trust 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 Series without the
payment of any penalty, either by vote of the Board of Trustees of the Trust or
by vote of a majority of the outstanding voting securities of the Series, on
sixty (60) days written notice to the Principal Underwriter; (ii) may be
terminated as to any Series without penalty by the Principal Underwriter on
sixty (60) days written notice to the Trust; 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 Trust; that it will not
place orders for more shares than are required to fill the requests received by
it as agent of the Trust; and that it will expeditiously transmit all such
orders to the Trust.
11. Nothing contained in this Agreement shall be deemed to protect the
Principal Underwriter against any liability to the Trust 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 Series for successive annual
periods, provided that such continuance is specifically approved at least
annually by the Board of Trustees or by vote of a majority of the outstanding
voting securities of the affected Series and provided further that this
Agreement or any renewal thereof shall be approved by the vote of a majority of
the Trustees 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.
J&B FUNDS
By: _______________________
Name: _____________________
Title: ______________________
ATTEST:
By: _______________________
Name: _____________________
Title: ______________________
XXXXX & XXXXXX, INC.
By: _______________________
Name: _____________________
Title: ______________________
ATTEST:
By: _______________________
Name: _____________________
Title: ______________________
