UNDERWRITING AGREEMENT
AGREEMENT made this lst day of April , 19 72 between STATE FARM GROWTH
FUND, INC., a Maryland Corporation (hereinafter called the "Fund"), and STATE
FARM INVESTMENT MANAGEMENT CORP., a Delaware corporation (hereinafter called the
"Underwriter") :
W I T N E S S E T H:
In consideration of the mutual covenants hereinafter contained, it is
hereby agreed by and between the parties hereto as follows:
1. The Fund hereby appoints the Underwriter its exclusive agent for
the distribution of common stock of the Fund in jurisdictions wherein shares of
the Fund may legally be offered for sale; provided, however, that the Fund in
its absolute discretion, may (1) issue shares of its common stock in connection
with the acquisition of assets or shares or securities of another corporation or
entity or in connection with a merger or consolidation with any other
corporation as and to the extent permitted by its Articles of Incorporation and
any applicable laws; (2) issue or sell shares directly to the shareholders of
the Fund upon such terms and conditions and for such consideration, if any, as
it may determine, whether in connection with the distribution of subscription or
purchase rights, the payment or reinvestment of dividends or distributions, or
otherwise; or (3) issue or sell shares at net asset value to the shareholders of
any other investment company, for which the Underwriter shall act as exclusive
distributor, who wish to exchange all or a portion of their investment in shares
of such other investment company for shares of the Fund.
2. The Underwriter hereby accepts appointment as exclusive agent for
the distribution of the common stock of the Fund and agrees that it will use its
best efforts with reasonable promptness to sell such part of the authorized
shares of the common stock of the Fund remaining unissued as from time to time
shall be effectively registered under the Securities Act of 1933 ("Securities
Act"), at prices determined as hereinafter provided and on terms hereinafter set
forth, all subject to applicable federal and state laws and regulations and to
the Articles of Incorporation of the Fund, and subject also to such limitations
on the class of investors to whom shares may be offered as may, from time to
time, be described in the Fund's prospectus currently effective under the
Securities Act of 1933. The Underwriter may in its discretion refuse to sell
shares to any particular applicant, and the Fund may similarly refuse to sell
shares to any person. The Underwriter or its agent shall be entitled to rely
upon the certification of any purchaser that he is a member of that class of
investors to whom shares may be offered as may, from time to time, be described
in the Fund's prospectus currently effective under the Securities Act of 1933.
3. The Fund agrees that it will use its best efforts to keep
effectively registered under the Securities Act for sale as herein contemplated
such shares of its common stock as the Underwriter shall reasonably request and
as the Securities and Exchange Commission shall permit to be so registered.
4. Notwithstanding any other provision hereof, the Fund may suspend or
withdraw the offering of shares of its common stock whenever in its judgment
such action is warranted by market, economic or political conditions, or by
abnormal circumstances of any kind, or when so requited by the provisions of any
statute or of any order, rule or regulation of any governmental body having
jurisdiction.
5. The Underwriter shall as agent of the Fund sell shares of common
stock of the Fund directly or to or through qualified dealers or others in such
manner, not inconsistent with the provisions hereof and the then effective
Registration Statement of the Fund under the Securities Act (and
related prospectus), as the Underwriter may determine from time to time,
provided that no dealer or other person shall be appointed or authorized to act
as agent of the Fund without the prior written consent of the Fund and that the
form of each agreement between the Underwriter and any such dealer or other
person shall have been approved by the Fund.
6. All shares of common stock of the Fund offered for sale or sold by
the Underwriter shall be so offered or sold at a price per share determined in
accordance with the then current prospectus 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; provided, however, that
any public offering price for shares of the Fund shall be the net asset value
per share in effect at the time the order for such shares is placed with the
Underwriter, to which there may be added a distribution charge of not more than
9% of the public offering price. The net asset value per share shall be
computed in accordance with the Articles of Incorporation of the Fund and shall
be determined in the manner and at the times set forth in the then current
prospectus of the Fund related to such shares.
7. The price the Fund shall receive for all shares purchased from the
Fund shall be the net asset value used in determining the public offering price
applicable to the sale of such shares. The excess, if any, of the sales price
over the net asset value of the shares of the common stock of the Fund sold by
the Underwriter as agent shall be retained by the Underwriter as a commission
for its services hereunder. Out of such commission the Underwriter may allow
commissions or concessions to dealers and may allow them to others in its
discretion in such amounts as the Underwriter shall determine from time to time.
Except as may be otherwise determined by the Underwriter and the Fund from time
to time, such commissions or concessions shall be uniform to all dealers.
8. The Underwriter shall issue and deliver on behalf of the Fund
such confirmations of sales made by it pursuant to this agreement as may be
required. At or prior to the time of delivery by the Fund to or on the order of
the Underwriter of certificates for any shares of common stock of the Fund, the
Underwriter will pay or cause to be paid to the Fund the amount due the Fund for
the sale of such shares. Certificates shall be issued or shares registered on
the transfer books of the Fund in such names and denominations as the
Underwriter may specify.
9. The Fund will execute any and all documents and furnish any and
all information which may be reasonably necessary in connection with the
qualification of its shares of common stock for sale (including the
qualification of the Fund as a dealer where necessary or advisable) in such
states as the Underwriter may reasonably request (it being understood that the
Fund shall not be required without its consent to qualify to do business in any
jurisdiction or to comply with any requirement which in its opinion is unduly
burdensome). The Underwriter, at its own expense, will effect all
qualifications as dealer or broker or otherwise under all applicable state or
federal laws required in order that the shares may be sold in as broad a
territory as practicable.
10. The Fund will furnish to the Underwriter from time to time such
information with respect to the Fund and its shares as the Underwriter may
reasonably request for use in connection with the sale of shares of the Fund.
The Underwriter agrees that it will not use or distribute or authorize the use,
distribution or dissemination by its dealers or others in connection with the
sale of such shares any statements, other than those contained in the Fund's
current prospectus, except such supplemental literature or advertising as shall
be lawful under federal and state securities laws and regulations, and that it
will furnish the Fund with copies of all such material.
11. The Underwriter shall order shares of common stock of the Fund
from the Fund only to the extent that it shall have received purchase orders
therefor (making reasonable allowance for clerical errors and errors of
transmission). The Underwriter will not make or authorize any dealers or others
to make, (1) any short sales of shares of the Fund; or (2) any sales of such
shares to any officers or directors of the Fund or of the Underwriter or of any
corporation or association furnishing investment
advisory, managerial, or supervisory services to the Fund, or to any such
corporation or association, unless such sales are at the offering price as
described in the then current prospectus relating to the sale of such shares and
unless the Underwriter shall be advised that the purchases are for investment.
12. The Underwriter, as agent of and for the account of the Fund, may
repurchase the common stock of the Fund at such prices and such terms and
conditions as shall be specified in the current prospectus of the Fund.
13. In selling or reacquiring shares of common stock of the Fund for
the account of the Fund, the Underwriter will in all respects conform to the
requirements of all state and federal laws relating to such sale or
reacquisition, as the case may be, and will indemnify and save harmless the Fund
from any damage or expense on account of any wrongful act by the Underwriter or
any employee, representative or agent of the Underwriter. The Underwriter will
observe and be bound by all the provisions of the Articles of Incorporation of
the Fund (and of any fundamental policies adopted by the Fund pursuant to the
Investment Company Act of 1940, notice of which shall have been given by the
Fund to the Underwriter) which at the time in any way require, limit, restrict,
prohibit or otherwise regulate any action on the part of the Underwriter.
14. The Underwriter will require each dealer to conform to the
provisions hereof and the Registration Statement (and related prospectus) at the
time in effect under the Securities Act with respect to the public offering
price of the Fund's shares, and neither the Underwriter nor any such dealer
shall withhold the placing of purchase orders so as to make a profit thereby.
15. The Fund will pay or cause to be paid expenses (including the fees
and disbursements of its own counsel) of any registration of shares of its
common stock under the Securities Act and expenses incident to the issuance of
shares of common stock, such as the cost of stock certificates, issue taxes, and
fees of the transfer agent. The Underwriter will pay all expenses (other than
expenses which one or more dealers may bear pursuant to any agreement with the
Underwriter) incident to the sale and distribution of the shares issued or sold
hereunder, including, without limiting the generality of the foregoing, all (1)
expenses of printing and distributing any prospectus 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 need not include expenses incurred by the Fund in connection with the
preparation, printing and distribution of any report or other communication to
stockholders in their capacity as such), (2) expenses of advertising in
connection with such offering, and (3) expenses (other than the Fund's auditing
expenses) of qualifying or continuing the qualification of the shares for sale,
and, in connection therewith, of qualifying or continuing the qualification of
the Fund as a dealer or broker under the laws of such states as may be
designated by the Underwriter under the conditions herein specified.
16. If, at any time during the existence of this agreement, the Fund
shall deem it necessary or advisable in the best interests of the Fund that any
amendment of this agreement be made in order to comply with the recommendations
or requirements of the Securities and Exchange Commission or other governmental
authority or to obtain any advantage under state or federal tax laws and shall
notify the Underwriter of the form of amendment it deems necessary or advisable
and the reasons therefor, and if the Underwriter declines to assent to such
amendment, the Fund may terminate this agreement forthwith. If, at any time
during the existence of this agreement, upon request by the Underwriter, the
Fund fails after a reasonable time to make any changes in its Articles of
Incorporation, or By-Laws, or in its methods of doing business, which are
necessary in order to comply with any requirements of federal law or regulations
of the Securities and Exchange Commission or of a national securities
association of which the Underwriter is or may be a member, relating to the sale
of these shares of the Fund, the Underwriter may terminate this agreement
forthwith.
17. This agreement shall become effective on the date hereof, and
shall continue in effect until April 1, 1974 and from year to year thereafter,
but only so long as such continuance is specifically approved at least annually
in the manner required by the Investment Company Act of 1940. Either party
hereto may terminate this agreement on any date by giving the other party at
least sixty days' prior written notice of such termination specifying the date
fixed therefor. Without prejudice to any other remedies of the Fund, in any
such event the Fund may terminate this agreement at any time immediately upon
any failure of fulfillment of any of the obligations of the Underwriter
hereunder. This agreement shall automatically terminate in the event of its
assignment.
18. Any notice under this agreement shall be in writing, addressed and
delivered or mailed, postage prepaid, to the other party at such address as such
other party may designate for the receipt of such notice.
IN WITNESS WHEREOF, the Fund and the Underwriter have caused this
agreement to be executed in their names and on their behalf and under their
corporate seals by and through their duly authorized officers all on the day and
year first above written.
STATE FARM GROWTH FUND, INC.
By /s/ Xxxxxx X. Xxxx
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President
ATTEST: /s/ Xxxxx Xxxxxx
----------------
Assistant Secretary
STATE FARM INVESTMENT
MANAGEMENT CORP.
By /s/ Xxxxxxx X. Xxxxxxxx
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Vice President
ATTEST: /s/ Xxxx X. Xxxxxxx
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Assistant Secretary
