UNDERWRITING AGREEMENT
(As amended September 9, 1977)
AGREEMENT made this 21st day of December, 1976 and amended September
9, 1977, between STATE FARM INTERIM FUND, INC., a Maryland Corporation
(hereinafter called the "Fund"), and STATE FARM INVESTMENT MANAGEMENT CORP., a
Delaware corporation (hereinafter called the "Underwriter"):
WITNESSETH:
In consideration of the mutual covenants hereinafter contained, it is
hereby agreed by and between the parties hereto as follows:
1. Appointment of Underwriter. The Underwriter is hereby appointed the
Fund's agent for the distribution of shares of common stock of the Fund.
2. Undertaking of Underwriter. The Underwriter agrees to use its best
efforts to sell shares of the Fund at prices and on terms as hereinafter
provided, 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 be
described from time to time in the Fund's prospectus currently effective
("Prospectus") under the Securities Act of 1933 ("Securities Act"). 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 be described from time to time in the Prospectus.
3. Appointment of dealers. The Underwriter, as agent of the Fund,
shall sell shares 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
("Registration Statement")) 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.
4. Sales price of shares. All shares 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 Prospectus except as departure from such
prices may 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 (computed in accordance with the
Articles of Incorporation of the Fund) next determined after 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.
5. Commissions and concessions. 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
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.
6. Confirmations. 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.
7. Blue sky qualification; dealer registration. 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 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).
8. Sales material. All sales material used or distributed by the
Underwriter or its dealers or others will conform to applicable laws and
regulations, and the Underwriter will furnish the Fund with copies of all such
material.
9. Repurchase of shares. The Underwriter, as agent of and for the
account of the Fund, may repurchase shares of common stock of the Fund at such
prices and upon such terms and conditions as shall be specified in the
Prospectus.
10. Indemnification. The Underwriter 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.
11. Conformity to Registration Statement. The Underwriter will require
each dealer to conform to the provisions hereof and of the Registration
Statement and Prospectus and neither the Underwriter nor any such dealer shall
withhold the placing of purchase orders so as to make a profit thereby.
12. Expenses. The Fund will pay or cause to be paid (i) all expenses
(including the fees and disbursements of its legal counsel and independent
auditors, but not including printing expenses) related to the registration of
shares of its common stock under the Securities Act and (ii) all expenses
incident to the issuance of such shares (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 offering, sale and distribution
of the shares offered hereunder, including, without limiting the generality of
the foregoing, (i) all expenses of printing and distributing any prospectus of
the Fund and of preparing, printing, distributing and disseminating any other
literature, advertising and selling aids in connection with the offering of the
shares for sale (except the cost of preparing, printing and distributing reports
and other communications to shareowners in their capacity as such), (ii) all
expenses of advertising in connection with such offering, (iii) all fees payable
to states in connection with the qualification of Fund shares for sale and (iv)
all fees payable under state and federal laws in connection with the
qualification of the Fund or the Underwriter as a dealer, broker or agent.
13. Term and termination. This agreement shall become effective on the
date hereof, and, unless sooner terminated as hereinafter provided shall
continue in effect until December 1, 1978 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 at any time by giving the other party at least
sixty days' prior written notice of such termination specifying the date fixed
therefor. This agreement shall automatically terminate in the event of its
assignment (as defined in the Investment Company Act of 1940).
14. Notices. 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 by and through their
duly authorized officers all on the day and year first above written.
STATE FARM INTERIM FUND, INC.
By: /s/ Xxxxxx X. Xxxx
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President
ATTEST:
/s/ Xxxxxx X. Storm
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Assistant Secretary
STATE FARM INVESTMENT MANAGEMENT CORP.
By: /s/ Xxxxx Xxxxxx
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Vice President
ATTEST:
/s/ Xxxx X. Xxxxxx
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Assistant Secretary
