BANK/TRUST COMPANY AGREEMENT
Dear Bank/Trust Company:
U.S. Global Brokerage, Inc. ("we" or "us") invites you (or "Bank") to
participate in the distribution of shares of the U.S. Global Investors Funds
("Investors Funds") and U.S. Global Accolade Funds ("Accolade Funds") (each a
"Trust" and together the "Trusts") for which we now or in the future serve as
principal underwriter, subject to the terms of this Agreement. The Trusts are
series funds presently authorized to issue numerous series of shares. Those
series for which payments from distribution fees are authorized are listed on
Attachment A. The intent of the Trusts is to issue additional series, and each
of the current and planned series may offer multiple classes of shares (each
series a "Fund" and together the "Funds"). The shares of additional series of
the Trusts may become available for sale in the future, in which event the terms
and conditions of this Agreement will be fully applicable thereto. We will
notify you from time to time of the Funds that are eligible for distribution and
the terms of compensation under this Agreement. This Agreement supersedes any
prior dealer agreements between us.
As principal underwriter ("Principal Underwriter"), we have the exclusive right
to coordinate distribution of Trust shares. We are not the agent of any dealer
or any other purchaser of shares of the Trusts, and all sales of the shares of
the Trusts made under this Agreement are made by application to the Trusts.
All orders are subject to acceptance or rejection by the Trusts at the San
Antonio, Texas office, in their sole discretion, and all orders that are
accepted by the Trusts will be deemed to be accepted at the office in Texas.
1. REPRESENTATIONS AND WARRANTIES OF BANK/TRUST COMPANY.
Bank warrants and represents to U.S. Global Brokerage, Inc. and the Funds that:
(a) Bank is a "bank" as defined in Section 3(a)(6) of the Securities
Exchange Act of 1934, as amended:
"The term `bank' means (A) a banking institution organized under the
laws of the United States, (B) a member bank of the Federal Reserve
System, (C) any other banking institution, whether incorporated or
not, doing business under the law of any State or of the United
States, a substantial portion of the business of which consists of
receiving deposits or exercising a fiduciary power similar to those
permitted to national banks under the authority of the Comptroller of
the Currency pursuant to the first section of Public Law 87-722 (12
U.S.C. 92a), and which is supervised and examined by State or Federal
authority having supervision over banks, and which is not operated for
the purpose of evading the provisions of this title, and (D) a
receiver, conservator, or other liquidating agent of any institution
or firm included in clauses (A), (B) or (C) of this paragraph."
(b) Bank is authorized to enter into this Agreement, and Bank's
performance of its obligations and receipt of consideration under this
Agreement will not violate any law, regulation, charter, agreement, or
regulatory restriction to which Bank is subject.
(c) Bank has received all regulatory agency approvals and taken all legal
and other steps necessary for offering the services Bank will provide
to its customers in connection with this Agreement.
2. Sales of Fund Shares. You may offer and sell shares of each Fund and class
only at the public offering price which shall be applicable to, and in
effect at the time of, each transaction. The procedures relating to all
orders and the handling of them shall be subject to the terms of the then
current prospectus and statement of additional information (hereafter, the
"prospectus") and new account application, including amendments, for each
such Fund, and our written instructions from time to time. This Agreement
is not exclusive, and either party may enter into similar agreements with
third parties.
3. Duties of Dealer: In General. You agree:
(a) To act as principal, or as agent on behalf of your customers, in all
transactions in shares of the Funds except as provided in paragraph 4
hereof. You shall not have any authority to act as agent for the
issuer (the Funds), the Principal Underwriter, or for any other dealer
in any respect, nor will you represent to any third party that you
have such authority or are acting in such capacity. In receiving
orders from your customers, we are not soliciting such customers, and
have no responsibility for determining whether shares are suitable
investments for such customers.
(b) To purchase shares only from us or from your customers.
(c) To enter orders for the purchase of shares of the Funds only from us
and only for the purpose of covering purchase orders you have already
received from your customers or for your own bona fide investment.
(d) To maintain records of all sales and redemptions of shares made
through you and to furnish us with copies of such records on request.
(e) To distribute prospectuses and reports to your customers in compliance
with applicable legal requirements, except to the extent that we
expressly undertake to do so on your behalf.
(f) That you will not withhold placing customers' orders for shares so as
to profit yourself as a result of such withholding.
(g) That if any shares confirmed to you hereunder are repurchased or
redeemed by any of the Funds within seven business days after such
confirmation of your original order, you shall forthwith refund to us
all compensation paid to you on such orders. We shall forthwith pay to
the appropriate Fund our share, if any, of the "charge" on the
original sale and shall also pay to such Fund the refund from you as
herein provided. We shall notify you of such repurchase or redemption
within a reasonable time after settlement. Termination or cancellation
of this Agreement shall not relieve you or us from the requirements of
this subparagraph.
(h) That if payment for the shares purchased is not received within the
time customary or the time required by law for such payment, the sale
may be canceled forthwith without any responsibility or liability on
our part or on the part of the Funds, or at our option, we may sell
the shares which you ordered back to the Funds, in which latter case
we may hold you responsible for any loss to the Funds or loss of
profit suffered by us resulting from your failure to make payment as
aforesaid. We shall have no liability for any check or other item
returned unpaid to you after you have paid us on behalf of a
purchaser. We may refuse to liquidate the investment unless we receive
the purchaser's signed authorization for the liquidation.
(i) That you shall assume responsibility for any loss to the Funds caused
by a correction made subsequent to trade date, provided such
correction was not based on any error, omission or negligence on our
part, and that you will immediately pay such loss to the Funds upon
notification.
(j) That if on a redemption which you have ordered, instructions in proper
form, including outstanding certificates, are not received within the
time customary or the time required by law, the redemption may be
canceled forthwith without any responsibility or liability on our part
or on the part of any Fund, or at our option, we may buy the shares
redeemed on behalf of the Fund, in which latter case we may hold you
responsible for any loss to the Fund or loss of profit suffered by us
resulting from your failure to settle the redemption.
(k) To be responsible for any and all credit that you may extend to your
customers, to the extent such extension of credit is permitted under
applicable rules and regulations, and for compliance with all
regulatory requirements respecting such extension of such credit. You
further agree to safeguard your customers' funds and securities in a
reasonable manner.
(l) That you will bear all expenses incurred in connection with your
performance of the terms of this Agreement.
(m) Not to accept or withhold any fee otherwise allowed under this
Agreement, if prohibited by the Employee Retirement Income Security
Act ("ERISA") or trust or similar laws to which Bank is subject, in
the case of purchases or redemptions of Fund shares involving
retirement plans, trusts, or similar accounts.
(n) To be responsible for compliance with all laws and regulations,
including those of the applicable federal and state bank regulatory
authorities, with regard to Bank and Bank's Customers; and
(o) To immediately notify us in writing at the address given below, should
Bank cease to be a bank as set forth in Section 1(a) of this
Agreement.
4. Duties of Dealer: Retirement Accounts. In connection with orders for the
purchase of shares on behalf of an Individual Retirement Account,
Self-Employed Retirement Plan or other retirement accounts, by mail,
telephone, or wire, you shall act as agent for the custodian or trustee of
such plans (solely with respect to the time of receipt of the application
and payments), and you shall not place such an order until you have
received from your customer payment for such purchase and, if such purchase
represents the first contribution to such a plan, the completed documents
necessary to establish the plan. You agree to indemnify U.S. Global
Brokerage, Inc. and Security Trust & Financial Company as applicable for
any claim, loss, or liability resulting from incorrect investment
instructions received from you which cause a tax liability or other tax
penalty.
5. Conditional Orders; Certificates. We will not accept from you any
conditional orders for shares of any of the Funds other than as specified
in the then-current prospectus of the appropriate Trust series. Delivery of
certificates for shares purchased shall be made by the Funds only against
constructive receipt of the purchase price, subject to deduction for your
concession and our portion of the sales charge, if any, on such sale. No
certificates will be issued unless specifically requested.
6. Compensation. In accordance with the terms of a Rule 12b-1 Distribution
Plan that has been duly adopted by the Board of Trustees of the Accolade
Funds listed on Attachment A and approved by shareholders with respect to
particular Funds, the Accolade Fund Trust, subject to authorization by the
Board of Trustees, may make payments to banks and trust companies engaged
in the distribution of shares of those Funds listed on Attachment A and who
administer the accounts of shareholders. Compensation for distribution and
administration services for Funds not listed on Attachment A is set forth
on Attachment B.
7. Redemptions. Redemptions or repurchases of shares will be made at the net
asset value of such shares, less any applicable deferred sales or
redemption charges, in accordance with the applicable prospectuses. Except
as permitted by applicable law, you agree not to purchase any shares from
your customers at a price lower than the redemption or repurchase prices
then computed by the Funds. You shall, however, be permitted to sell shares
for the account of the record owner to the Funds at the repurchase price
then currently in effect for such shares and may charge the owner a fair
commission for handling the transaction.
8. Transaction Processing. The procedure for handling orders will be subject
to regulations which we, the Trusts, NSCC or DST may issue, from time to
time, to dealers. In any event, all orders are subject to acceptance by us
and by the Fund or its transfer agent, and become effective only upon
confirmation by us. If required by law, each transaction shall be confirmed
in writing on a fully disclosed basis and if confirmed by us, a copy of
each confirmation shall be sent simultaneously to you if you so request.
All sales are made subject to receipt of shares by us from the Funds. We
reserve the right in our discretion, without notice, to suspend the sale of
shares or withdraw the offering of shares entirely. Telephone orders will
be effected at the price(s) next computed on the day they are received from
you if, as set forth in each Fund's current prospectus, they are received
prior to the time the price of its shares is calculated. Orders received
after that time will be effected at the price(s) computed on the next
business day. All orders must be accompanied by payment in U.S. dollars.
Orders payable by check must be drawn payable in U.S. dollars on a U.S.
bank, for the full amount of the investment.
9. Multiple Classes. We may from time to time provide to you written
compliance guidelines or standards relating to the sale or distribution of
Funds offering multiple classes of shares with different sales charges and
distribution-related operating expenses. In addition, you will be bound by
any applicable rules or regulations of government agencies or
self-regulatory organizations generally affecting the sale or distribution
of mutual funds offering multiple classes of shares.
10. Rule 12b-1 Plans. You are also invited to participate in all Plans adopted
by the Funds listed on Attachment A (the "Plan Funds") pursuant to Rule
12b-1 under the 1940 Act.
To the extent you provide administrative and other services, including, but
not limited to, furnishing personal and other services and assistance to
your customers who own shares of a Plan Fund, answering routine inquiries
regarding a Fund, assisting in changing account designations and addresses,
maintaining such accounts or such other services as a Fund may require, to
the extent permitted by applicable statutes, rules, or regulations, we
shall pay you a Rule 12b-1 servicing fee as set forth on Attachment A. To
the extent that you participate in the distribution of Fund shares which
are eligible for a Rule 12b-1 distribution fee, we shall also pay you a
Rule 12b-1 distribution fee as set forth on Attachment A. All Rule 12b-1
servicing and distribution fees shall be based on the value of shares
attributable to customers of your firm and eligible for such payment, and
shall be calculated on the basis and at the rates set forth in the
compensation schedule then in effect. Without prior approval by a majority
of the outstanding shares of a Fund, the aggregate annual fees paid to you
pursuant to each Plan shall not exceed the amounts stated as the "annual
maximums" in each Fund's prospectus, which amount shall be a specified
percent of the value of the Fund's net assets held in your customers'
accounts which are eligible for payment pursuant to this Agreement
(determined in the same manner as each Fund uses to compute its net assets
as set forth in its effective Prospectus).
You shall furnish us and each Fund with such information as shall
reasonably be requested by the Boards of Directors, Trustees or Managing
General Partners (hereinafter referred to as "Directors") of such Funds
with respect to the fees paid to you pursuant to the Schedule. We shall
furnish to the Boards of Directors of the Plan Funds, for their review on a
quarterly basis, a written report of the amounts expended under the Plans
and the purposes for which such expenditures were made.
The Plans and provisions of any agreement relating to such Plans must be
approved annually by a vote of the Plan Funds' Directors, including such
persons who are not interested persons of the Plan Funds and who have no
financial interest in the Plans or any related agreement ("Qualified
Directors"). The Plans or the provisions of this Agreement relating to such
Plans may be terminated at any time by the vote of a majority of the Plan
Funds' Boards of Directors, including Qualified Directors, or by a vote of
a majority of the outstanding shares of the Plan Funds, on sixty (60) days'
written notice, without payment of any penalty. The Plans or the provisions
of this Agreement may also be terminated by any act that terminates the
underwriting agreement between us and the Plan Funds, and/or the management
or administration agreement between U.S. Global Investors Funds or U.S.
Global Accolade Funds or their affiliates and the Plan Funds. In the event
of the termination of the Plans for any reason, the provisions of this
Agreement relating to the Plans will also terminate.
Continuation of the Plans and provisions of this Agreement relating to such
Plans are conditioned on Qualified Directors being ultimately responsible
for selecting and nominating any new Qualified Directors. Under Rule 12b-1,
Directors of any of the Plan Funds have a duty to request and evaluate, and
persons who are party to any agreement related to a Plan have a duty to
furnish, such information as may reasonably be necessary to an informed
determination of whether the Plan or any agreement should be implemented or
continued. Under Rule 12b-1, Plan Funds are permitted to implement or
continue Plans or the provisions of this Agreement relating to such Plans
from year-to-year only if, based on certain legal considerations, the
Boards of Directors are able to conclude that the Plans will benefit the
Plan Funds. Absent such yearly determination the Plans and the provisions
of this Agreement relating to the Plans must be terminated as set forth
above. In addition, any obligation assumed by a Fund pursuant to this
Agreement shall be limited in all cases to the assets of such Fund and no
person shall seek satisfaction thereof from shareholders of a Fund. You
agree to waive payment of any amounts payable to you by us under a Fund's
Plan of Distribution pursuant to Rule 12b-1 until such time as we are in
receipt of such fee from the Fund.
The provisions of the Rule 12b-1 Plans between the Plan Funds and us,
insofar as they relate to Plans, shall control over the provisions of this
Agreement in the event of any inconsistency.
11. Registration of Shares. Upon request, we shall notify you of the states or
other jurisdictions in which each Fund's shares are currently registered or
qualified for sale to the public. We shall have no obligation to register
or qualify, or to maintain registration or qualification of, Fund shares in
any state or other jurisdiction. We shall have no responsibility, under the
laws regulating the sale of securities in any U.S. or foreign jurisdiction,
for the qualification or status of persons selling Fund shares or for the
manner of sale of Fund shares. Except as stated in this paragraph, we shall
not, in any event, be liable or responsible for the issue, form, validity,
enforceability and value of such shares or for any matter in connection
therewith, and no obligation not expressly assumed by us in this Agreement
shall be implied. Nothing in this Agreement, however, shall be deemed to be
a condition, stipulation or provision binding any person acquiring any
security to waive compliance with any provision of the Securities Act of
1933, or of the rules and regulations of the Securities and Exchange
Commission, or to relieve the parties hereto from any liability arising
under the Securities Act of 1933.
12. Additional Registrations. If it is necessary to register or qualify the
shares in any foreign jurisdictions in which you intend to offer the shares
of any Funds, it will be your responsibility to arrange for and to pay the
costs of such registration or qualification; prior to any such registration
or qualification, you will notify us of your intent and of any limitations
that might be imposed on the Funds, and you agree not to proceed with such
registration or qualification without the written consent of the Funds and
of ourselves.
13. Fund Information. No person is authorized to give any information or make
any representations concerning shares of any Fund except those contained in
the Fund's current prospectus or in materials issued by us as information
supplemental to such prospectus. We will supply prospectuses, reasonable
quantities of supplemental sale literature, sales bulletins, and additional
information as issued. You agree not to use other advertising or sales
material relating to the Funds except that which (a) conforms to the
requirements of any applicable laws or regulations of any government or
authorized agency in the U.S. or any other country, having jurisdiction
over the offering or sale of shares of the Funds, and (b) is approved in
writing by us in advance of such use. We may withdraw such approval in
whole or in part upon notice to you, and you shall, upon receipt of such
notice, immediately discontinue the use of such sales literature, sales
material and advertising. You are not authorized to modify or translate any
such materials without our prior written consent.
14. Indemnification. You agree to indemnify, defend and hold harmless us, the
Funds, their officers, directors and employees from any and all losses,
claims, liabilities and expenses arising out of (1) any alleged violation
of any statute or regulation including without limitation the securities
laws and regulations of the United States or any state or foreign country)
or any alleged tort or breach of contract, in or related to the offer and
sale by you of shares of the Funds pursuant to this Agreement (except to
the extent that our negligence or failure to follow correct instructions
received from you is the cause of such loss, claim, liability or expense),
(2) any redemption or exchange pursuant to telephone instructions received
from you or your agent or employees, or (3) the breach by you of any of the
terms and conditions of this Agreement.
15. Termination; Succession; Amendment. Each party to this Agreement may cancel
its participation in this Agreement by giving written notice to the other
parties. Such notice shall be deemed to have been given and to be effective
on the date on which it was either delivered personally to the other
parties or any officer or member thereof, or was mailed postpaid or
delivered to a telegraph office for transmission to the other parties'
Chief Legal Officers at the addresses shown herein or in the most recent
NASD Manual. This Agreement shall terminate immediately upon the
appointment of a Trustee under the Securities Investor Protection Act or
any other act of insolvency by you. The termination of this Agreement by
any of the foregoing means shall have no effect upon transactions entered
into prior to the effective date of termination. A trade placed by you
subsequent to your voluntary termination of this Agreement will not serve
to reinstate the Agreement. Reinstatement, except in the case of a
temporary suspension of a dealer, will only be effective upon written
notification by us. Unless terminated, this Agreement shall be binding upon
each party's successors or assigns. This Agreement may be amended by us at
any time by written notice to you and your placing of an order or
acceptance of payments of any kind after the effective date and receipt of
notice of any such Amendment shall constitute your acceptance of such
Amendment.
16. Setoff; Dispute Resolution. Should any of your concession or similar
accounts with us have a debit balance, we may offset and recover the amount
owed from any other account you have with us, without notice or demand to
you. In the event of a dispute concerning any provision of this Agreement,
either party may require the dispute to be submitted to binding arbitration
under the commercial arbitration rules of the NASD or the American
Arbitration Association. Judgment upon any arbitration award may be entered
by any state or federal court having jurisdiction. This Agreement shall be
construed in accordance with the laws of the State of Texas, not including
any provision that would require the general application of the law of
another jurisdiction.
17. Acceptance; Cumulative Effect. This Agreement is cumulative and supersedes
any agreement previously in effect. It shall be binding upon the parties
hereto when signed by us and accepted by you. If you have a current dealer
agreement with us, your first trade or acceptance of payments from us after
receipt of this Agreement, as it may be amended pursuant to paragraph 16,
above, shall constitute your acceptance of its terms. Otherwise, your
signature below shall constitute your acceptance of its terms.
18. Notices. All communications to us relating to matters covered by this
Agreement should be sent to our Texas office. Notice to you shall be duly
given if mailed or telegraphed to you at the address specified by you
below.
U.S. GLOBAL BROKERAGE, INC.
0000 XXXXXXXXX XXXX
XXX XXXXXXX, XX 00000
(000) 000-0000
(000) 000-0000 FAX
Dated: ________________________________
By: ___________________________________
Name: _________________________________
Title: __________________________________
We have read the foregoing Agreement and we hereby accept and agree to the terms
and conditions therein set forth.
Dated: ______________________________
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FIRM NAME
BY: ________________________________
AUTHORIZED SIGNATURE
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TITLE
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ADDRESS
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ADDRESS
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TELEPHONE NUMBER
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FAX NUMBER
PLEASE RETURN ONE EXECUTED COPY OF THIS AGREEMENT TO U.S. GLOBAL BROKERAGE, INC.
THE SECOND COPY IS FOR YOUR RECORDS.
Attachment A
U.S. GLOBAL ACCOLADE FUNDS
Bonnel Growth Fund
Subadviser: Bonnel, Inc.
MegaTrends Fund
Subadviser: Leeb Capital Management
Eastern European Fund
Subadviser: Charlemagne Capital Limited
Rule 12b-1 fee payable to Securities Dealer for services provided to and/or
distribution expenses incurred in connection with sales and promotional services
related to the distribution of fund shares: 0.25% per annum of the average net
assets of the funds listed above, payable monthly, for shares attributable to
customers of your firm and eligible for such payment. You shall provide a
monthly statement to U.S. Global reflecting the number of positions you hold and
the average net assets.
Attachment B
U.S. GLOBAL INVESTORS FUNDS
China Region Opportunity Fund
Gold Shares Fund
World Precious Minerals Fund
Global Resource Fund
Amount payable to Securities Dealer by U.S. Global Investors, Inc. for services
provided to and/or distribution expenses incurred in connection with sales and
promotional services related to the distribution of fund shares: 0.25% per annum
of the average net assets of the funds listed above, payable monthly, for shares
attributable to customers of your firm and eligible for such payment. You shall
provide a monthly statement to U.S. Global reflecting the number of positions
you hold and the average net assets.
1-WA/1469377.3
