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EXHIBIT 99.B6
UNDERWRITING AGREEMENT
AGREEMENT made as of this 5th day of January, 1988, between XXXXXXX XXXXX
READY RESERVES, INC., a Maryland corporation (hereinafter called the "Fund"),
and XXXXXXX XXXXX & COMPANY, a general partnership (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 as its agent for the
distribution of shares (hereinafter called "shares") of stock of any of the
Fund's authorized Portfolios in jurisdictions wherein shares of the Fund may
legally be offered for sale; provided, however, that the Fund in its absolute
discretion may issue or sell shares directly to holders of shares 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.
2. The Underwriter hereby accepts appointment as agent for the
distribution of the shares 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 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 the Bylaws of the Fund and in accordance with the
then effective registration statement ("Registration Statement") of the Fund
under the Securities Act (and related prospectus).
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 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 whenever, in its sole
discretion, it deems such action to be desirable.
5. The Underwriter shall hold itself available to receive or will
arrange for the receipt of orders for the purchase of shares of each Portfolio
and shall have authority to receive and accept or reject, or arrange for the
receipt and acceptance of, such orders in accordance with the provisions hereof
and the then effective Registration Statement of the Fund.
6. 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 Fund's then current prospectus relating to the sale of such shares except
as departure from such prices shall be permitted by the
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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. The net asset value per share shall be determined in
the manner and at the times set forth in the then effective Registration
Statement (and related prospectus) relating 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 issuance of shares, the
Underwriter will pay or cause to be paid to the Fund the amount due the Fund
for the sale of such shares. Shares shall be 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 for sale in such states as the Underwriter may
reasonably request (it being understood that the Fund shall not be required
without its consent to comply with any requirement which in its opinion is
unduly burdensome).
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 others in connection with the sale of such
shares any statements, other than those contained in the Fund's current
prospectus or statement of additional information, 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 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 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 shares of the Fund at such prices and upon such terms and
conditions as shall be specified in the current prospectus or statement of
additional information of the Fund.
13. In selling or reacquiring shares 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, Inc., 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
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the provisions of the Agreement and Articles of Incorporation of the Fund (and
of any fundamental policies adopted by the Fund pursuant to the Investment
Company Act of 1940 and set forth in the Registration Statement, or as to which
notice shall otherwise have been given to the Underwriter) which at any 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 of its employees, agents or
representatives 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 employees, agents or representatives 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) and all taxes and fees payable to
the federal, state or other governmental agencies on account of the
registration or qualifications of securities issued by the Fund or otherwise.
The Fund will also pay or cause to be paid expenses incident to the issuance of
shares of beneficial interest, such as the cost of share 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 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, typesetting, printing and distribution of
any registration statement or report or other communication to stockholders in
their capacity as such) and expenses of advertising in connection with such
offering.
16. This agreement shall become effective on the date hereof and
shall continue in effect until April 30, 1989 and from year to year thereafter,
but only so long as such continuance is approved 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 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.
18. Any notice under this agreement shall be in writing, addressed
and delivered or mailed, postage postpaid, to the other party at such address
as such other party may designate for the receipt of such notice.
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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 seal to be affixed as of the day and year first above written.
ATTEST: XXXXXXX XXXXX READY RESERVES, INC.
/s/Xxxxxxx X. Xxxxxxxx By: /s/Xxxxx X. Xxxxxx, Xx.
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ATTEST: XXXXXXX XXXXX & COMPANY
/s/W. Xxxxx Xxxxxxxxx, Xx. By: /s/Xxxxxx Xxxxxxx
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