Exhibit 6a
UNDERWRITING AGREEMENT
This UNDERWRITING AGREEMENT, made this 1st day of July, 1983, by and
between Xxxx Xxxxx Tax-Exempt Trust, Inc., a Maryland corporation (the "Fund")
and Xxxx Xxxxx Xxxx Xxxxxx, Incorporated, a Maryland corporation (the
"Distributor").
WHEREAS, the Fund is registered as an open-end, diversified investment
company under the Investment Company Act of 1940 (the "1940 Act") and has
registered its shares of common stock (the "Shares") for sale to the public
under the Securities Act of 1933 (the "1933 Act") and various state securities
laws; and
WHEREAS, the Fund wishes to retain the Distributor as the principal
underwriter in connection with the offering and sale of the Shares as specified
in this Agreement; and
WHEREAS, this Agreement has been approved by the Fund's Board of
Directors and certain disinterested directors in conformity with the 1940 Act
and the rules and regulations thereunder; and
WHEREAS, the Distributor wishes to provide its customers and others
with the opportunity to purchase Shares and is willing to act as principal
underwriter on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed as follows:
1. The Fund hereby appoints the Distributor as principal underwriter in
connection with the offering and sale of the Shares. The Distributor shall, as
exclusive agent for the Fund,
subject to applicable federal and state law and the Articles of Incorporation
and By-Laws of the Fund and in accordance with the representations in the Fund's
Prospectus: (a) promote the Fund and (b) solicit orders for the purchase of the
Shares subject to such terms and conditions as the Fund may specify. The
Distributor shall comply with all applicable federal and state laws and offer
the Shares on an agency or "best efforts" basis under which the Fund shall issue
only such Shares as are actually sold. The Distributor shall have the right to
use any list of shareholders of the Fund or any other list of investors which it
obtains in connection with its provision of services under this Agreement;
provided, however, that the Distributor shall not sell or knowingly provide such
list or lists to any unaffiliated person.
2. The public offering price of the Shares shall be the net asset value
per share (as determined by the Fund). No sales load or commission may be
charged. The Fund shall furnish the Distributor with a statement of each
computation of net asset value and of the details entering into such
computation.
3. As compensation for the services performed and the expenses assumed
by the Distributor under this Agreement, including, but not limited to,
remuneration to employees on the basis of sales of Shares, the Distributor may
be paid such amounts, if any, as the Board of Directors of the Fund, in its sole
discretion determines, provided that in no event may such payments exceed an
annual rate of .20% of the Fund's average daily net assets calculated on a daily
basis. The Distributor acknowledges that the Fund is under no obligation to pay
any such amounts pursuant to this Agreement.
4. As used in this Agreement, the term "Registration Statement" shall
mean the registration statement most recently filed by the Fund with the
Securities and Exchange Commission and effective under the 1933 Act, as such
Registration Statement is amended by any amendments thereto at the time in
effect, and the term "Prospectus" shall mean the form of prospectus filed by the
Fund as part of the Registration Statement.
5. The Distributor shall print and distribute to prospective investors
Prospectuses, and may print and distribute such other sales literature, reports,
forms and advertisements in connection with the sale of the Shares as comply
with the applicable provisions of federal and state law. In connection with such
sales and offers of sale, the Distributor shall give only such information and
make only such statements or representations as are contained in the Prospectus
or in information furnished in writing to the Distributor by the Fund, and the
Fund shall not be responsible in any way for any other information, statements
or representations given or made by the Distributor or its representatives or
agents.
6. The Fund agrees at its own expense to register the Shares with the
Securities and Exchange Commission, state and other regulatory bodies, and to
prepare and file from time to time such Prospectuses, amendments, reports and
other documents as may be necessary to maintain the Registration Statement. The
Fund shall bear all expenses related to preparing and typesetting such
Prospectuses, and other materials required by law and such other expenses,
including printing and mailing expenses, related to the Fund's communications
with persons who are shareholders of the Fund.
7. The Fund agrees to indemnify, defend and hold the Distributor, its
several officers and directors, and any person who controls the Distributor
within the meaning of Section 15 of
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the 1933 Act, free and harmless from and against any and all claims, demands,
liabilities and expenses (including the cost of investigating or defending such
claims, demands or liabilities and any counsel fees incurred in connection
therewith) which the Distributor, its officers or directors, or any such
controlling person may incur, under the 1933 Act or under common law or
otherwise, arising out of or based upon any alleged untrue statement of a
material fact contained in the Registration Statement or Prospectus or arising
out of or based upon any alleged omission to state a material fact required to
be stated in either thereof or necessary to make the statements in either
thereof not misleading, provided that in no event shall anything contained in
this Agreement be construed so as to protect the Distributor against any
liability to the Fund or its shareholders to which the Distributor would
otherwise be subject by reason of willful misfeasance, bad faith, or gross
negligence in the performance of its duties, or by reason of its reckless
disregard of its obligations and duties under this Agreement.
8. The Distributor agrees to indemnify, defend and hold the Fund, its
several officers and directors, and any person who controls the Fund within the
meaning of Section 15 of the 1933 Act, free and harmless from and against any
and all claims, demands, liabilities and expenses (including the cost of
investigating or defending such claims, demands or liabilities and any counsel
fees incurred in connection therewith) which the Fund, its officers or
directors, or any such controlling person may incur, under the 1933 Act or under
common law or otherwise, arising out of or based upon any alleged untrue
statement of a material fact contained in information furnished in writing by
the Distributor to the Fund for use in the Registration Statement or Prospectus
or arising out of or based upon any alleged omission to state a material
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fact in connection with such information required to be stated in the
Registration Statement or Prospectus necessary to make such information not
misleading.
9. The Fund reserves the right at any time to withdraw all offerings of
the Shares by written notice to the Distributor at its principal office.
10. The Distributor is an independent contractor and shall be agent for
the Fund only in respect to the offer, sale and redemption of the Shares.
11. The services of the Distributor to the Fund under this Agreement
are not to be deemed exclusive, and the Distributor shall be free to render
similar services or other services to others so long as its services hereunder
are not impaired thereby.
12. The Distributor shall prepare and furnish such reports and
information as from time to time shall be reasonably requested by the Fund's
Board of Directors. In the event that the Distributor receives payments pursuant
to paragraph 3 of this Agreement, the Distributor shall provide to the Fund's
Board of Directors, at least quarterly, a written report concerning the purpose
and manner of expenditure of such amounts.
13. As used in this Agreement, the terms "assignment", "interested
person," and "majority of the outstanding voting securities" shall have the
meanings given to them by Section 2(a) of the 1940 Act, subject to such
exemptions as may be granted by the Securities and Exchange Commission by any
rule, regulation or order.
14. Subject to the provisions of paragraph 15 and 15 hereof, this
Agreement will remain in effect for one year from the date of its execution and
from year to year thereafter, provided that the Distributor does not notify the
Fund in writing at least sixty (60) days prior to
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the expiration date in any year that it does not wish continuance of the
Agreement for an additional year.
15. This Agreement shall automatically terminate in the event of its
assignment and may be terminated at any time without the payment of any penalty
by the Fund or by the Distributor on sixty (60) days' written notice to the
other party. The Fund may effect such termination by a vote of (i) a majority of
the Board of Directors of the Fund, (ii) a majority of the directors who are not
interested persons of the Fund and who have no direct or indirect financial
interest in this Agreement or the Fund's Distribution Plan ("Disinterested
Directors"); or (iii) a majority of the outstanding voting securities of the
Fund.
16. This Agreement shall be submitted for approval to the Board of
Directors of the Fund annually and shall continue in effect only so long as
specifically approved annually (i) by a majority vote of the Fund's Board of
Directors, and (ii) by the vote of a majority of the Disinterested Directors of
the Fund, cast in person at a meeting called for the purpose of voting on such
approval.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers thereunto duly authorized.
Attest: XXXX XXXXX TAX-EXEMPT TRUST, INC.
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxxx, Xx.
____________________________ ________________________________
Xxxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxxx, Xx.,
Secretary President
Attest: XXXX XXXXX XXXX XXXXXX, INCORPORATED
By: /s/ Xxxxxxx X. Xxxxxxxxxx By: /s/ Xxxx X. Xxxxxx
____________________________ ________________________________
Xxxxxxx X. Xxxxxxxxxx,
Secretary
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