EXHIBIT (e)
UNDERWRITING AGREEMENT
BETWEEN
AMERICAN NATIONAL GROWTH FUND, INC.
AND
SECURITIES MANAGEMENT AND RESEARCH, INC.
THIS UNDERWRITING AGREEMENT (the "Agreement is made and entered into this
19th day of November, 1998, by and between AMERICAN NATIONAL GROWTH FUND, INC.
(to be renamed SM&R Growth Fund, Inc. effective December 31, 1998), a Maryland
corporation hereinafter referred to as the "Fund", and SECURITIES MANAGEMENT AND
RESEARCH, INC., a Florida corporation hereinafter referred to as the
"Underwriter".
The Fund offers multiple classes of shares (each, a "Class" and,
collectively, "Classes" ) described in the Fund's current effective registration
statement filed with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the "Current Registration Statement"). Such Classes
have different sales charges and distribution and service (12b-1) fee structures
described in the Fund's Current Registration Statement.
SM&R is engaged in the business of providing underwriting and related
services to investment companies and desires to provide such services to the
Fund and to each Class of the Fund.
In consideration of the mutual covenants contained in this Agreement and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Underwriter and the Fund hereby agree as follows:
1. The Fund hereby appoints the Underwriter as exclusive distributor of the
shares of all Classes of the Fund to sell such shares to the public on the terms
set forth in this Agreement. During the term of this Agreement and any
continuation thereof, the Fund will not sell or agree to sell any of its shares
except to or through the Underwriter at a public offering price determined in
accordance with Paragraph 3 hereof; PROVIDED, HOWEVER, that any Class may issue
shares at net asset value:
(a) in connection with the merger or consolidation of any investment
company with the Fund or the acquisition by purchase or otherwise of
all or substantially all of the assets of any investment company by
the Fund;
(b) to the Fund's shareholders upon their reinvestment of dividends of the
Fund from net investment income or representing distributions of the
fund from net realized capital gains;
(c) to one or more unit investment trusts organized under the Investment
Company Act of 1940 and sponsored by the Underwriter; and
(d) to such other persons and entities approved or recommended by
Underwriter which the Fund's Board of Directors may from time to time
approve and which are set forth in the Fund's Current Registration
Statement.
2. The Underwriter hereby accepts appointment as exclusive underwriter and
distributor of the shares of all Classes of the Fund and agrees that it will use
its best efforts to sell such shares; PROVIDED, HOWEVER, that by accepting this
appointment as exclusive underwriter and distributor of the Fund shares, the
Underwriter does not undertake to sell all or any specified portion of the
shares of any Class.
3. The Underwriter agrees to offer shares of the capital stock of the Fund to
the public through its representatives and through dealers having sales
agreements with the Underwriter (PROVIDED, HOWEVER, that nothing provided for in
this Agreement shall obligate the Underwriter to execute sales agreements with
dealers or to sell any shares to dealers). The offering price for shares of
each Class of the Fund shall be equal to such Class' net asset value per share
plus the applicable sales charge, if any, computed as provided in the Fund's
Current Registration Statement. The net asset value for each share of any
Class, computed as provided in the Fund's Current Registration Statement, shall
be referred to as the "Net Asset Value".
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The full Net Asset Value for the Fund shares purchased shall be remitted to
the Fund promptly after payment is received by the Underwriter. The applicable
sales charge, if any, received shall be retained by the Underwriter, and the
Underwriter may fix the portion of the sales charge to be allowed to its
representatives or to dealers having sales agreements with the Underwriter.
4. The Underwriter shall require the Fund to issue shares of any Class only to
the extent necessary (except for reasonable allowances for clerical errors,
delays and errors of transmission and cancellation of orders) to fill
unconditional orders for shares of such Class placed with the Underwriter by
investors and dealers and not in excess of such unconditional orders, and the
Underwriter will not avail itself of any opportunity of making a profit by
expediting or withholding orders. In the event payment is not received by the
Underwriter for shares so issued by the Fund, the Underwriter shall reimburse
the Fund for the Net Asset Value applicable to such purchase, and thereafter the
shares so issued will be redeemed at the Net Asset Value applicable at the time
of redemption.
5. Shareholders of a Class are permitted to exchange their shares in to the
shares of another Class or fund to the extent provided and subject to the
conditions stated in the Fund's Current Registration Statement. It is
understood that the Underwriter has agreed to waive its right to that portion of
the sales charge waived on shares exchanged pursuant to such exchange privilege.
6. The Fund hereby authorizes the Underwriter to redeem upon the terms and
conditions hereinafter set forth, and as described in the Fund's Current
Registration Statement, as agent of the Fund and for its account, such shares of
stock of each Class of the Fund as may be offered for redemption to the Fund
from time to time:
(a) The Underwriter may accept redemption requests from a stockholder of
record (including a request from an agent of such stockholder), to
redeem such shares at a price equal to the Net Asset Value per share
which is or becomes effective for such redemption, less any applicable
contingent deferred sales charges.
(b) The Underwriter agrees that all redemptions of the Fund's shares made
by it after this Agreement become effective shall be made only as
agent for the account of the fund and pursuant to the terms and
conditions herein set forth.
(c) The Fund reserves the right to suspend or revoke the foregoing
authorization at any time; unless otherwise stated, any such
suspension or revocation shall be effective forthwith upon receipt of
notice by an officer of the Underwriter by telegraph or written
instrument from an officer of the Fund duly authorized by its Board of
Directors. In the event that the authorization of the Underwriter is,
by terms of such notice, suspended:
(i) for more than forty-eight (48) hours, excluding from such period
any day on which the New York Stock Exchange is not open, or
(ii) until further notice, the authorization given by this Article 6
shall not be revived except by vote of the Board of Directors of
the Fund.
(d) Except for contingent deferred sales charges, which are to be paid to
SM&R, the Underwriter shall receive no commissions in respect of any
redemptions under the foregoing authorization and appointment as
agent.
7. The Underwriter covenants and agrees that in selling the shares of the
Fund, it will in all respects duly conform with all state and federal laws
relating to the sale of such securities, and will indemnify and save harmless
the Fund from any damage or expenses on account of any wrongful act by it or its
representatives. Neither the Underwriter nor any dealer nor any other person is
authorized by the Fund to give any information or to make any representations
other than those contained in the Current Registration Statement covering the
shares of the Fund or in approved sales literature.
8. The Fund shall pay all costs and expenses in connection with registering
the shares of the Fund for sale under all applicable securities laws, including
preparation and filing of required registration statements and prospectuses
under federal law and all amendments and supplements thereto, and the expense of
preparing, printing, mailing and otherwise distributing prospectuses and
statements of additional information, annual or interim reports and proxy
materials to shareholders.
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9. The Underwriter shall pay the expenses normally attributable to the sale of
shares, other than as paid under the Fund's distribution and service (12b-1)
plan, including the cost of printing and mailing prospectuses (other than those
furnished to existing shareholders) and any sales literature used by the
Underwriter. It is understood and agreed that so long as the Fund's
distribution and service (12b-1) plan continues in effect, any expenses incurred
by the Underwriter hereunder may be paid in accordance with the terms of such
distribution and service (12b-1) plan.
10. In connection with the purchase or sales of portfolio securities for the
account of the Fund, neither the Underwriter nor any officer or director of the
Underwriter shall act as principal.
11. This Agreement shall become effective on the date hereof and shall continue
in effect for a period of two (2) years and thereafter only so long as such
continuance is specifically approved at least annually by the Board of Directors
or by a vote of a majority of the outstanding voting securities of the fund, and
in either case, by the specific approval by a majority of the directors, who are
not parties to such contract or agreement or "interested" persons of any such
parties, cast in person at a meeting called for the purpose of voting on such
approval, the term "interested" persons for this purpose having the meaning
defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended.
This Agreement may be terminated at any time without the payment of
penalty, by vote of the Board of Directors of the fund or by vote of the holders
of a majority of the outstanding shares of the Fund, or by the Underwriter, on
sixty (60) days' written notice to the other party.
This Agreement shall automatically terminate in the event of its
assignment, the term "assignment" for this purpose having the meaning defined in
Section 2(a)(4) of the Investment Company Act of 1940, as amended.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers thereunder duly authorized and their corporate seals
to be affixed as of the time, day and year first above written.
AMERICAN NATIONAL GROWTH FUND, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------
Xxxxxxx X. XxXxxxxxx, President
SECURITIES MANAGEMENT AND RESEARCH, INC.
By: /s/ Xxxxxx Xxxxxxx
-------------------
Xxxxxx X. Xxxxxxx, Vice President
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