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EXHIBIT 6(a)
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EXHIBIT 6(a)
UNDERWRITER AGREEMENT
BETWEEN
SENTRY FUND, INC.
AND
SENTRY EQUITY SERVICES, INC.
AGREEMENT made this 4th day of December, 1990, between SENTRY FUND, INC., a
Maryland corporation (hereinafter called the "FUND"), and SENTRY EQUITY
SERVICES, INC., a Delaware corporation (hereinafter called the "UNDERWRITER").
ARTICLE I
Appointment of Underwriter
The Fund hereby appoints the Underwriter as agent of the Fund to solicit
subscriptions for shares of the capital stock of the Fund through its own
personnel and through dealers with which the Underwriter may wish to become
associated in its activities. The Underwriter will also provide administrative
services and office facilities (other than such facilities as may be furnished
by the Fund's investment adviser) for the Fund. The Underwriter hereby accepts
its obligations hereunder for the period herein provided and agrees during such
period, at its own expense, to render the services, provide the facilities and
assume the obligations herein set forth.
ARTICLE II
Solicitation of Subscriptions
1. The Underwriter will use its best efforts to solicit and obtain
subscriptions for authorized shares of the capital stock of the Fund through
its own registered representatives, in accordance with the terms and conditions
of this Agreement.
2. The Underwriter may also enter into agreements with dealers on its own
behalf and not as agent for the Fund authorizing such dealers to solicit and
obtain subscriptions for Fund shares.
3. The Fund, upon its acceptance of subscriptions and receipt of payment on
subscriptions, shall sell authorized shares of its capital stock in accordance
with the terms and conditions of this Agreement.
4. No dealer shall be appointed, authorized or used by the Underwriter to
solicit and obtain subscriptions without the Fund's prior written approval,
which may be withheld in the Fund's discretion, of each agreement between the
Underwriter and any such dealer.
5. The Underwriter will require all of its registered representatives and
dealers, if any, authorized under Section 4 of this Article to solicit and
obtain subscriptions to comply with the provisions of this Agreement and all
applicable federal and state laws.
6. The Underwriter shall not make, or authorize any person to make, any short
sale of shares.
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ARTICLE III
Procedure for Handling Subscriptions and Sales of Shares
1. Upon receipt by the Underwriter at its Stevens Point, Wisconsin,
office of a subscription for shares, the Underwriter shall promptly
deliver such subscription and any accompanying moneys to the Fund. Each
subscription shall be time-stamped by the Fund at the time of its receipt by
the Fund. Each such subscription shall be subject to acceptance or rejection
by the Fund in its sole discretion.
2. Each subscription accepted by the Fund shall be confirmed to the
Underwriter at the price (determined as provided in Article IV hereof) in
effect at the time of the Fund's receipt of such subscription at its Stevens
Point, Wisconsin, office.
3. After the Fund has accepted a subscription order and payment
therefor has been received, the Fund shall cause the subscribed for shares
to be issued and recorded in the Fund's stock ledger under such names and in
such amounts as shall be specified in the subscription, and, if certificates
representing such shares have been requested, cause such certificates therefor
to be delivered as designated by the subscriber.
ARTICLE IV
Sales Price and Compensation
1. The offering price of shares shall be the sum of the net asset
value per share adjusted to the nearest full cent. The Underwriter may
make arrangements with each dealer for the dealer's compensation and the Fund
shall have no liability therefor.
2. The net asset value shall be determined as provided in and as of
the time set forth in the Fund's charter, a copy of which has been
furnished to the Underwriter.
3. The Fund will promptly furnish or cause to be furnished to the
Underwriter a statement of the net asset value per share as often as such
net asset value is determined.
ARTICLE V
General Provisions
1. The Fund will use its best efforts:
(a) To register and keep effectively registered under the Securities
Act of 1933 for sale as herein contemplated such shares of
the Fund as the Underwriter shall reasonably request and as the
Securities and Exchange Commission shall permit to be so
registered;
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(b) To register and keep effectively registered
(including the qualification of the Fund as a dealer where
necessary or advisable) in such states and in such amounts
as the Underwriter may reasonably request (it being
understood that the Fund shallnot 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) shares of the Fund for sale as herein
contemplated; and
(c) To obtain shareholder approval to amend the Fund's
charter from time to time to increase the number of
authorized but unissued shares of the Fund as the
Underwriter shall reasonably request.
2. The Underwriter will not, in any event, offer shares for sale (a)
in excess of the number then effectively registered under the Securities Act of
1933, and available for sale by the Fund; (b) in violation of any applicable
law, rule or regulation; or (c) in contravention of the Fund's charter, or of
any fundamental policies or rules adopted by the Fund, notice of which shall
have been given by the Fund to the Underwriter, which in any way require,
limit, restrict, prohibit or otherwise regulate any action on the part of the
Underwriter.
3. 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 solicitation of
subscriptions. The Underwriter will not use, distribute or authorize the use,
distribution or dissemination by its registered representatives or dealers
authorized to solicit or obtain subscriptions of any literature, advertising or
selling aids, in any form or through any medium, written or oral, without the
prior written approval thereof by the Fund.
4. The rights hereinbefore granted to the Underwriter with respect to
the solicitation of subscriptions for shares of capital stock of the Fund shall
be exclusive; provided, however, that nothing herein contained shall limit the
right of the Fund, in its absolute discretion, to issue or sell shares in
connection with the acquisition of assets or shares or securities of another
corporation or entity or with the merger or consolidation of any other
corporation into or with the Fund, or otherwise or to issue or sell any such
shares directly to shareholders of the Fund, upon such terms and conditions and
for such consideration, if any, as may be determined by the Board of Directors
of the Fund.
5. The Underwriter agrees that the Fund shall have no liability to the
Underwriter for refusing to accept any specific subscription for its shares or
for generally refusing to accept subscriptions to its shares for any period of
time and for any reason deemed satisfactory by the Fund.
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6. The Fund agrees to indemnify, defend and hold the Underwriter, its
officers and directors, and any person who controls the Underwriter within the
meaning of Section 15 of the Securities Act of 1933, 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 Underwriter, its
officers, directors or any such controlling person may incur under the
Securities Act of 1933, the Securities Acts of the several states of the United
States, or under common law or otherwise, arising out of or based upon any
untrue statement of a material fact contained in the Fund's 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, except insofar as such
claims, demands, liabilities or expenses arise out of or are based upon any
such untrue statement or omission or alleged untrue statement or omission made
in reliance and in conformity with information furnished in writing by the
Underwriter to the Fund for use in the Fund's registration statement or
prospectus; provided, however, that this indemnity agreement, to the extent
that it might require indemnity of any person who is also an officer or
director of the Fund or who controls the Fund within the meaning of Section 15
of the Securities Act of 1933, shall not inure to the benefit of such officer,
director or controlling person unless a court of competent jurisdiction shall
determine, or it shall have been determined by controlling precedent, that such
result would not be against public policy as expressed in the Securities Act of
1933; and further provided, that in no event shall anything contained herein be
so construed as to protect the Underwriter against any liability to the Fund or
to its security holders to which the Underwriter 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 obligations under this
Agreement. The Fund's agreement to indemnify the Underwriter, its officers and
directors and any such controlling person as aforesaid is expressly conditioned
upon the Fund being promptly notified of any action brought against the
Underwriter, its officers or directors, or any such controlling person, such
notification to be given by letter or telegram addressed to the Fund at its
registered business office in Wisconsin. The Fund agrees promptly to notify
the Underwriter of the commencement of any litigation or proceedings in
connection with the issue and sale of any shares of its capital stock.
The Underwriter agrees to indemnify, defend and hold the Fund, its
officers and directors and any person who controls the Fund, if any, within the
meaning of Section 15 of the Securities Act of 1933, free and harmless from and
against any and all claims, demands, liabilities and expenses (including the
cost of investigation or defending such claims, demands or liabilities and any
counsel fees incurred in connection therewith) which the Fund, its directors or
officers or any such controlling person may incur under the Securities Act of
1933, the Securities Acts of the several states of the United States, or under
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common law or otherwise; but only to the extent that such liability or expense
incurred by the Fund, its directors or officers or such controlling person
resulting from such claims or demands shall arise out of or be based upon any
alleged untrue statement of a material fact contained in information furnished
in writing by the Underwriter to the Fund for use in the Fund's registration
statement or prospectus or shall arise out of or be based upon any alleged
omission to state a material fact in connection with such information required
to be stated in the registration statement or prospectus or necessary to make
such information not misleading. The Underwriter's agreement to indemnify the
Fund, its directors and officers, and any such controlling person as aforesaid
is expressly conditioned upon the Underwriter being promptly notified of any
action brought against the Fund, its officers or directors or any such
controlling person, such notification being given to the Underwriter at its
registered business office in Wisconsin.
ARTICLE VI
Furnishing of Services to the Fund
1. The Underwriter shall furnish:
(a) Adequate office space, facilities and equipment (other
than such space, facilities and equipment as may be
furnished by the Fund's investment adviser) to the Fund;
(b) Adequate clerical personnel, services and supplies to
the Fund (other than those as may be furnished by
the Fund's investment adviser);
(c) Administrative personnel and services for the operation
of the Fund;
(d) Bookkeeping and other necessary financial services for
the Fund, other than those relating to the
maintenance of shareholder records as provided for under
separate agreements which may now or hereafter be in
effect, including sufficient personnel and facilities to
enable the Fund to make a daily determination of the net
asset value of the Fund in accordance with the Fund's
charter at the time or times prescribed in the Fund's
charter; and
(e) Permit such of the Underwriter's officers and employees
as may be elected officers and directors of the
Fund to serve as such without expense to the Fund,
subject to their individual consent to serve and to any
limitation imposed by law.
2. Payment of expenses.
(a) The Fund will pay or cause to be paid:
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(i) Registration fees for registering its shares under the
Securities Act of 1933;
(ii) Printer's expenses for preparing and typesetting all
prospectuses prepared for use in connection with the
offering of shares;
(iii) Expenses incident to preparing amendments to the 1933 Act
registration statement;
(iv) Expenses incident to the issuance of its shares such as
the cost of stock certificates, taxes and fees of the
transfer agent for establishing shareholder record
accounts;
(v) Expenses incident to the preparation and printing of forms
for subscriptions, redemptions, transfers and
confirmations;
(vi) Expenses incident to the preparation and mailing of
reports to its shareholders; and
(vii) The expenses, including counsel fees, of preparing
applications for registration and for registering
Fund shares for sale in such states as are mutually agreed
upon by the Fund and the Underwriter.
(b) The Underwriter will pay or cause to be paid:
(i) The printing costs of all subsequent prospectuses and all
costs of advertising material;
(ii) The entire compensation and expenses of personnel
furnished to the Fund;
(iii) All expenses of the Underwriter as to its
qualification as dealer, broker or otherwise, under
applicable state or federal laws; and
(iv) All expenses (in excess of the annual per account charge
made to the Fund for performing like services under the
Agency Agreement for all accounts) required to administer
the Fund's periodic purchase plan, including the single
check payment arrangement for combination purchases of Fund
shares and life insurance, systematic withdrawal plan
(subject to the Underwriter's right to charge each
participant the service charge per withdrawal reflected in
the prospectus) reinvestments of dividends and other
distribution.
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ARTICLE VII
Validity of Agreement
It is understood that directors, officers, agents and shareholders of
the Fund are or may be interested in the Underwriter as directors, officers,
shareholders, or otherwise, that directors, officers, agents and shareholders
of the Underwriter are or may be interested in the Fund as directors, officers,
shareholders or otherwise, that the Underwriter may be interested in the Fund
as a shareholder or otherwise, and that the existence of any such dual interest
shall not affect the validity hereof or of any transaction hereunder except as
otherwise provided by specific provision of applicable law.
ARTICLE VIII
Duration and Termination of Agreement
This Agreement may be terminated at any time by the Board of Directors
of the Fund or by a vote of a majority of the outstanding shares of the Fund,
upon giving at least 60 days' written notice to the Underwriter. This
Agreement may be terminated by the Underwriter at any time upon the giving of
at least 60 days' written notice to the Fund. This Agreement shall terminate
automatically in the event of its assignment by the Underwriter.
This Agreement shall, subject to the foregoing, continue in effect so
long as such continuance is specifically approved at least annually by:
(a) The vote of a majority of the Directors of the Fund who are not
interested persons of any party to this Agreement, cast in person
at a meeting called for the purpose of voting on such approval; and
(b) The vote of the Board of Directors of the Fund, or the vote of a
majority of the outstanding shares of the Fund.
ARTICLE IX
Amendment
This Agreement may be amended at any time or from time to time by an
instrument in writing executed by the duly authorized officers of the Fund and
the Underwriter, provided that such amendment or amendments are specifically
approved by the Board of Directors of the Fund, including specific approval by
a majority of the Directors who are not interested persons of the Underwriter.
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ARTICLE X
Miscellaneous
The terms "interested persons," "vote of a majority of the outstanding
voting shares" and "assignment" shall be construed in accordance with their
respective definitions in Section 2(a) of the Investment Company Act of 1940.
ARTICLE XI
Notice
Any notice under this Agreement shall be in writing, addressed and
delivered or mailed registered, postage prepaid to the other party at such
address as such other party may designate for the receipt of such notices.
Until further notice to the other party, it is agreed that the address of the
Fund and that of the Underwriter for this purpose shall be 0000 Xxxxx Xxxxx
Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxx, 00000.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the day and year first above
written.
ATTEST: SENTRY FUND, INC.
/s/ X. Xxxxxxxxxxx /s/ Xxxxx X. Xxxxx
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Xxxx Xxxxxxxxxxx, Xx., Secretary Xxxxx X. Xxxxx, Chairman of the
Board and President
ATTEST: SENTRY EQUITY SERVICES, INC.
/s/ X. Xxxxxxxxxxx /s/ Xxxxxx X. Xxxxxxx
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Xxxx Xxxxxxxxxxx, Xx., Secretary Xxxxxx X. Xxxxxxx, President
Secretary
