UNDERWRITING AGREEMENT
This agreement made this 31st day of December, 1983, between FARM BUREAU
GROWTH FUND, INC., a Maryland corporation (hereinafter called the "Fund"), and
PFS MANAGEMENT SERVICES, INC., a Delaware corporation (hereinafter called the
"Underwriter");
WITNESSETH:
In consideration of the mutual covenants hereinafter contained, it is
agreed 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 and By-Laws of the Fund and in accordance with the
current prospectus of the Fund.
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 terminate,
suspend or withdraw the offering of shares of its common stock whenever, in its
sole discretion, it deems such action to be desirable.
5. The Underwriter shall sell shares of common stock of the Fund 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 the net asset value in accordance
with the then current prospectus. 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.
8. The Underwriter shall issue and deliver on behalf of the Fund such
confirmations of sales made by it as agent 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. The Underwriter will not make, or authorize any dealers or others to
make
any short sales of shares of the Fund.
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 upon 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 and the Rules of Fair Practice of the
National Association of Securities Dealers 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 and
By-Laws of the Fund and the current prospectus 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 or 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 of any registration and
qualification of shares of its common stock for sale under the Federal
securities laws and the securities laws of any state or other jurisdiction in
which the Underwriter may wish to arrange for the sale of the same, the expenses
of other reports and acts required by law, in connection with such registration
and qualification, and the 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 the Fund may bear pursuant to its Distribution and Shareholder Servicing
Plan and Agreement with the Underwriter or 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), and (2) expenses of advertising in connection with such
offering. No transfer taxes, if any, which may be payable in connection with
the issue or delivery of shares sold as herein contemplated or of the
certificates for such shares shall be borne by the Fund, and the Underwriter
will indemnify and hold harmless the Fund against liability for all such
transfer taxes.
16. This agreement shall become effective on the date hereof and shall
continue until the close of business
on November 15, 1984 and from year to year thereafter, but only so long as such
continuance is specifically approved at least annually in a manner consistent
with the Investment Company Act of 1940. Either party hereto may terminate this
agreement on any date by giving the other party at least six months' 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.
17. This agreement shall automatically terminate in the event of its
assignment within the meaning of such term under the Investment Company Act of
1940.
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 each caused this
agreement to be executed on its behalf by an officer thereunto duly authorized
and its corporate seal to be affixed on the day and year first above written.
FARM BUREAU GROWTH FUND, INC.
By:
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ATTEST:
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Xxxxxxx X. Xxxx
Assistant Secretary
PFS MANAGEMENT SERVICES, INC.
By:
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ATTEST:
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Xxxxxxx X. Xxxx
Assistant Secretary
