Spirit of America Investment Fund, Inc.
Selling Group Agreement
As principal underwriter and distributor of Spirit of America
Investment Fund, Inc. and any future series (individually a "Fund"
and together the "Funds"), SSH Securities, Inc. ("SSH") invites
you to participate in the distribution of the shares of the Fund
(the "Shares") subject to the following terms:
1. You are to offer and sell the Shares only at the public
offering price (current net asset value plus any applicable
sales charge) described in the applicable current prospectus
of the Fund, as supplemented or amended from time to time
and in full accord with all Federal and state securities
laws and the rules and regulations promulgated thereunder,
and the rules of the National Association of Securities
Dealers, Inc. ("NASD"). You agree to act only as principal
in such transactions or as agent for your customer, and you
shall not have authority to act as agent for the Fund or for
us in any respect. All orders for shares are subject to
acceptance by us and become effective only upon confirmation
by the Fund or its shareholder servicing agency (the
"Transfer and Shareholder Services Agent"). No conditional
orders for Shares will be accepted. The procedures relating
to orders for Shares and the handling thereof will be
subject to the Fund's description thereof set forth in the
Prospectus and Statement of Additional Information (each as
defined below) and to written instructions released by us
from time to time.
2. Remittance for each such order, if made by check, should be
payable to the Fund and promptly delivered to the Transfer
and Shareholder Services Agent at the address appearing on
the face of the confirmation of such order. (Remittance for
orders for Shares to be purchased through an individual
retirement account, as described in each Prospectus, should
be payable by check to the Fund). Payment must be received
by the Transfer and Shareholder Services Agent within three
(3) business days (or such shorter period as may hereafter
be required by law or regulation) after acceptance and
confirmation of your order, otherwise we reserve the right,
without notice, to cancel the sale, in which event you will
be held responsible for any loss to the Fund, or to us. You
agree to provide us with written notice of any application
by you to any regulatory authority for any extension of the
time for such payment prior to your submission of such
application.
3. (a) For your services hereunder, you will receive a dealer
concession ("Dealer Concession") from us as determined in
the manner provided in the then-current Prospectus of the
Fund. There is no Dealer Concession on Shares purchased
through the reinvestment of dividends or distributions or on
Shares purchased at net asset value. The Dealer Concession
is subject to change from time to time, and orders placed
after the date of any such change shall be subject to the
Dealer Concession in effect at the time the order is
received by the Transfer and Shareholder Service Agent.
Upon the purchase of Shares pursuant to a Letter of Intent
or Right of Accumulation (as set forth in the Prospectus and
Statement of Additional Information), you will promptly
return to us any excess of the Dealer Concession previously
allowed or paid to you over that allowable with respect to
such later purchase. Unless you advise us to the contrary
at the time of transmitting a purchase order, we will
consider that the investor owns no other Shares and is not
entitled to any lower sale charge than that accorded to a
single transaction in the amount of the purchase order.
(b) To the extent you provide distribution, marketing and
other services to the Fund in accordance with the
distribution plan (as described in the Prospectus or
Statement of Additional Information) in effect under Rule
12b-1 under the 1940 Act (the "12b-1 Plans"), in connection
with the promotion of the sale of Shares and the retention
of assets by the Fund, including furnishing services and
assistance to your customers who invest in or own Shares of
the Fund and including, but not limited to, answering
routine inquiries regarding the Fund and assisting in
changing distribution options, account designations and
addresses, we shall pay you quarterly, in accordance with
the then prevailing guidelines, a portion of the fee (the
"Distribution Fee") paid by the Fund pursuant to the
applicable 12b-1 Plan, .25%. Such Additional Compensation
shall be payable only with respect to Shares which are owned
of record by your firm as nominee of your customers or which
are owned by those customers of your firm whose records, as
maintained by the Fund or its agents, designate your firm as
the customers' dealer of record. Subject to the provisions
of the 12b-1 Plan, the Additional Compensation shall be
computed for each calendar quarter based on the average
daily net asset value of the Shares of the Fund that remain
outstanding during such period, subject to such computation
and accrual. Payment of such Additional Compensation to you
shall be made within thirty (30) days after the close of
each quarter for which such Additional Compensation is
payable. If the amount of the Additional Compensation based
upon the value of any customer's account is less than $1.00
for any quarter, such Additional Compensation will not be
paid. If the aggregate Additional Compensation, exclusive
of Additional Compensation not paid under the preceding
sentence, for all your customer accounts is less than $15.00
for any quarter, such Additional Compensation will not be
paid. In addition (i) you shall not be paid such Additional
Compensation until we are in receipt of the Distribution Fee
described in the Fund's Prospectus for the period in which
you provide the services described above; and (ii) our
liability to you for the payment of such quarterly
Additional Compensation is limited solely to your pro rata
proceeds of the Fund's Distribution Fee. The provisions of
this paragraph may be terminated in accordance with the
provisions of Rule 12b-1 under the 1940 Act, and thereafter
no such Additional Compensation will be paid to you.
Where payment is due you hereunder, we agree to send checks
for the Dealer Concession and Additional Compensation to
your address as it appears on our records. You must notify
us of address changes and promptly negotiate such checks.
Any such check that remains outstanding for twelve (12)
months shall be void and the obligation represented thereby
shall be extinguished.
4. You agree:
(a) that you will purchase Shares only from us or from
your customers;
(b) that you will purchase Shares from us only for the
purpose of covering purchase orders already received
by you or for your own bona fide investment; and
(c) that you will not directly or indirectly withhold
orders for the purchase of Shares, purchase Shares in
anticipation of orders, or accept conditional orders.
5. If any shares sold to you under the terms of this Agreement
are repurchase by the Fund or by us for the account of the
Fund, or are tendered for redemption, within five (5)
business days (or such shorter period as may hereafter be
required by law or regulation) after the date of the
confirmation of the original purchase by you, you shall
forthwith refund to us the full amount of any compensation
you received on such sale.
6. Shares sold to you hereunder shall not be issued in
certificate form except upon written request by you or your
customer and only when payment therefor and proper and
complete registration or transfer instructions have been
received by the Fund.
7. If the customer's account with the Fund is established
without the customer signing the application form, you
represent that the instructions relating to the registration
and options selected which are furnished to the Fund
(whether on the application form, in some other document, or
orally) are duly authorized in accordance with the
customer's instructions, and you agree to indemnify the
Fund, the Transfer and Shareholder Services Agent and us for
any loss, liability, and expenses resulting from acting upon
such instructions.
8. In consideration of your representations, warranties and
covenants set forth below, we have agreed that
representatives of your firm may effect the following
transactions, subject to certain restrictions, by telephone
or in writing: (1) changes in the distribution options
selected by their brokerage customers with respect to their
Fund accounts; (2) changes in Automatic Investment Plan
options of their brokerage customers with respect to their
Fund accounts; (3) changes to the Systematic Withdrawal Plan
options of their brokerage customers with respect to their
Fund accounts which do not change the name of the recipient;
and (5) general account maintenance.
You hereby represent and warrant that any and all
representatives of your firm or your correspondents who give
written or telephone instructions hereunder respecting a
customer's Fund account, or who execute wire orders through
the National Securities Clearing Corporation's Fund/SERV
system ("Fund/SERV") with respect to such account, will at
all times have full and valid written authority from such
customer to give such instructions or to execute such
orders, and you agree that upon our request you will furnish
us with evidence of such authority in your possession. You
further agree to indemnify and hold harmless SSH, the Fund
and the Funds's Transfer Agent, and their respective
affiliates, officers, directors, employees and agents, from
and against any liability, claims, loss, damages,
settlements, costs and expenses, including, without
limitation, defense costs and attorneys' fees suffered or
incurred by any of them in connection with or arising
directly or indirectly out of the effectuation of any
instructions from any representative of your firm or your
correspondents respecting a Fund account contemplated
hereunder or in connection by any representative of your
firm or wire orders respecting Shares through Fund/SERV,
including, without limitation, any unauthorized or
fraudulent instructions or orders. You further agree that
the Fund and the Transfer and Shareholder Services Agent
each is an express third-party beneficiary of your
representations, warranties and covenants set forth herein,
and that such representations, warranties and covenants
shall survive the termination of our Selling Group Agreement
with you.
9. You agree that you will not give any information concerning
Shares to any person except for information contained in the
current Prospectus, as amended or supplemented from time to
time (the "Prospectus"), the current Statement of Additional
Information for the Fund, as amended or supplemented from
time to time (the "Statement of Additional Information"),
and in sales literature prepared by us to supplement the
Prospectus and Statement of Additional Information ("Sales
Literature"). In purchasing Shares from us, you shall rely
solely on the representations contained in the Prospectus
and the Statement of Additional Information. We will
furnish you with a reasonable quantity of copies of the
Prospectus, Statement of Additional Information, Sales
Literature, and copies of amendments and supplements
thereto. You agree that if and when we supply you with
copies of any supplements to any Prospectus and Statement of
Additional Information, you will affix copies of such
supplements to copies of the applicable Prospectus and
Statement of Additional Information already in your
possession, and that thereafter you will distribute such
Prospectus and Statement of Additional Information only if
they contain such supplements. You further agree that you
will accept orders of Shares of the Fund covered by such
Prospectus or Statement of Additional Information only from
persons to whom you have previously provided a copy of the
Prospectus and Statement of Additional Information
containing such supplements.
In the event you elect to use Sales Literature, you agree
that such literature shall not be used in connection with
the solicitation of Shares unless accompanied or preceded by
the relevant Prospectus as then currently in effect and as
it may be amended or supplemented in the future.
10. Each party hereto represents that it is a member of the NASD
or, if a foreign dealer, agrees to be bound by the rules and
regulations of the NASD. Each party hereto agrees to notify
the other immediately should it cease to be a member of the
NASD. Each party agrees that this Agreement shall terminate
automatically on the date such party ceases to be a member
of the NASD. It is further agreed that all rules or
regulations of the NASD now in effect or hereafter adopted,
which are binding upon underwriters and dealers in the
distribution of the securities of open-end investment
companies, shall be deemed to be part of this Agreement to
the same extent as if set forth in full herein.
11. You agree that you will in all respects duly conform with
all federal and state laws and regulations applicable to the
offer and sale of Shares, and will, to the maximum extent
permitted by applicable law, indemnify and hold harmless
SSH, the Fund, and the officers, directors, employees,
agents and affiliates of SSH from any liability, claims,
loss, damage, costs, settlements and expenses on account of
any act or omission by you, your representatives, agents or
sub-agents in connection with any orders or solicitation or
orders of Shares by you, your representatives, agents or
sub-agents. You agree to offer and sell Shares only in the
states and other jurisdictions in which we have indicated in
writing that such offers and sales can be made and in which
you have determined that such offers and sales can legally
be made and in which you are legally qualified and permitted
to so act. If you effect a telephone redemption or
telephone exchange of any Shares on behalf of your customer,
you hereby indemnify the Fund and the Transfer and
Shareholder Services Agent against any loss, injury, damage,
expense, or liability as a result of acting or relying upon
your telephone instructions and information.
12. We reserve the right in our discretion and without notice to
you to suspend the operation of this Agreement or to suspend
or modify the terms of any offering of Shares made by the
Prospectus. Moreover, either party to this Agreement may
cancel the same by giving written notice to the other.
13. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York and shall
be binding upon both parties hereto when signed by us and
accepted by you in the space provided below. This Agreement
shall not be applicable to sales of the Shares in any state
in which such Shares are not qualified for sale.
14. This Agreement cannot be amended or modified expect in
writing, duly executed by the authorized representatives of
all of the parties to this Agreement.
15. If any party to this Agreement seeks to enforce its rights
under this Agreement by legal proceedings or otherwise, the
non-prevailing party shall pay all costs and expenses
incurred by the prevailing party, including, without
limitation, all reasonable attorneys' fees.
16. This Agreement may be signed in any number of counterparts
with the same effect as if the signatures to each
counterpart were upon a single instrument. All counterparts
shall be considered an original of this Agreement.
17. If any provision of this Agreement is held to be
unenforceable for any reason, it shall be adjusted rather
than voided, if possible, in order to achieve the intent of
the parties to the extent possible. In any event, all other
provisions of this Agreement shall be deemed valid and
enforceable to the full extent possible.
18. All notices, requests, demands and other communications
required by, or made in connection with, this Agreement
shall be in writing and shall be deemed to have been duly
given on the date of delivery, if delivered in person, or
three (3) days after mailing if mailed by certified or
registered mail, postage prepaid, return receipt requested,
addressed, if to you, as set forth on the signature page of
this Agreement, or, if to us, as follows:
SSH Securities, Inc.
000 Xxxxxxx Xxxxxxxx
Xxxxxxx, XX 00000
Attention: Compliance
19. You acknowledge by our execution hereof that all payments by
the Fund to us under its 12b-1 Plan and all payments by Fund
shareholders of sales charges shall be paid in accordance
with Section 2830 et seq. of the Conduct Rules of the NASD,
as such Section may change from time to time ("Section
2830"), including, without limitation, the limitations set
forth in Section 2830 on the maximum asset-based sales
charges (as therein defined) payable with respect to Shares.
Accordingly, it is agreed that to the extent the fees
payable to us under 12b-1 Plan with respect to the Fund or
the sales charges payable by a Fund shareholder for the
purchase of Fund shares are reduced or prohibited by the
operation of Section 2830, or payments to you hereunder of
the Dealer Concession or Additional Compensation, as the
case may be, will likewise be reduced or will cease. You
further agree that we shall be obligated to pay you a Dealer
Concession or Additional Compensation hereunder only if and
to the extent we actually receive a fee from the Fund
pursuant to its 12b-1 Plan or a sales charge from such
shareholder, as the case may be. You also agree to remit
promptly to us any Dealer Concession or Additional
Compensation paid to you that we subsequently determine was
paid in connection with 12b-1 Plan fees or sales charges
paid to us in violation of Section 2830.
Very truly yours,
SSH Securities, inc.
By: _____________________________
Title:____________________________
Accepted:
__________________________ _____________________
Authorized Signature Print Name and Title of
Signatory
__________________________
Print Name of Firm
___________________________ __________________
Address Date
___________________________ ___________________
City, State & Zip Code Tax I.D. Number
___________________________ _____________________
Telephone Number FAX Number
NSCC SUMMARY FOR FUND
This Distributor is a participant in Fund/SERV and Networking
through the NSCC. So that we may better service your needs,
please complete the following questionnaire and return it along
with your signed selling agreement.
1. Name of your firm:
________________________________________________________
2. Is your firm an NSCC participant? (circle one) Yes No
3. Will you be using Fund/SERV for placing trades in this fund? Yes No
If yes, what is your NSCC Dealer ID? _________________
What is your NSCC Clearing ID? _________________
4. Will you be using Networking? Yes No
If yes, what is your NSCC Alpha ID? _________________
What position file frequency do you require? _________________
If you plan to process via Networking, please provide the name
and phone number of an operations person to be contacted.
Name: ________________________________
Phone Number: _________________________
5. Will you be using NSCC Commission Settlement? Yes No
If you plan to use NSCC Commission Settlement, please provide
the name and phone number of a settlement person to be
contacted.
Name: ________________________________
Phone Number: _________________________
6. Please state any other pertinant
information._____________________________________
______________________________________________________________