ISI FAMILY OF FUNDS 18TH FLOOR NEW YORK, NEW YORK 10019 AGENCY DISTRIBUTION AND SHAREHOLDER SERVICING AGREEMENT
Exhibit
(e)(5)
ISI
FAMILY OF FUNDS
00
XXXX 00XX XXXXXX
00XX
XXXXX
XXX
XXXX, XXX XXXX 00000
AGENCY
DISTRIBUTION AND SHAREHOLDER
SERVICING
AGREEMENT
company
address
city,
state zip
Ladies
and Gentleman:
International
Strategy & Investment Group Inc. (ISI Group), a Delaware corporation, serves
as distributor (the "Distributor") for the ISI classes of shares (collectively,
the "Shares") of the ISI Family of Funds, as listed on Schedule I attached
hereto (collectively, the "Funds," individually, a "Fund"). The Funds are
open-end investment companies registered under the Investment Company Act of
1940, as amended (the "Investment Company Act"). The Funds offer their Shares to
the public in accordance with the terms and conditions contained in the
Prospectus for the Shares of the respective Fund. The term "Prospectus" used
herein refers to each of the prospectuses for the Shares on file with the
Securities and Exchange Commission which are part of the registration statement
of the respective Fund under the Securities Act of 1933 (the "Securities Act").
In connection with the foregoing you may serve as a transmitting broker (and,
therefore, accept orders for the purchase or redemption of Shares, respond to
shareholder inquiries and perform other related functions) on the following
terms and conditions:
1.
TRANSMITTING BROKER. You are hereby designated a Participating Dealer and as
such are authorized (i) to accept orders for the purchase of Shares and to
transmit to the Funds such orders and the payment made therefore, (ii) to accept
orders for the redemption of Shares and to transmit to the Funds such orders and
all additional material, including any certificates for Shares, as may be
required to complete the redemption and (iii) to assist shareholders with the
foregoing and other matters relating to their investments in each Fund, in each
case subject to the terms and conditions set forth in the Prospectus. You are to
review each ISI Share purchase or redemption order submitted through you or with
your assistance for completeness and accuracy. You further agree to undertake
from time to time certain shareholder servicing activities for customers of
yours who have purchased Shares and who use your facilities to communicate with
the Funds or to effect redemptions or additional purchases of the
Shares.
2.
LIMITATION OF AUTHORITY. No person is authorized to make any representations
concerning the Funds or the Shares except those contained in the Prospectus and
in such printed information as the Distributor may subsequently prepare. No
person is authorized to distribute any sales material relating to any Fund
without the prior written approval of the Distributor.
2
3.
COMPENSATION. You will be entitled to receive that portion of the sales charge
allocated to authorized broker-dealers as set forth in the relevant Prospectus
and Statement of Additional Information or as may be described in the
Compensation Schedule annexed hereto. To the extent you provide services of the
type contemplated by a Fund's (Class') Rule 12b-1 Plan or Shareholder Servicing
Plan (each a "Plan"), the Distributor will make payments to you as set forth in
that Plan. See Compensation Schedule annexed hereto. You acknowledge that the
Funds shall have no direct responsibility for any compensation. Rule 12b-1
payments for a particular Fund are made only upon receipt by the Distributor of
Rule 12b-1 payments from the Fund.
4.
PROSPECTUS AND REPORTS. You agree to comply with the provisions contained in the
Securities Act governing the distribution of prospectuses to persons to whom you
offer Shares. You further agree to deliver, upon our request, copies of any
amended Prospectus of the relevant Fund to purchasers whose Shares you are
holding as record owner and to deliver to such persons copies of the annual and
interim reports and proxy solicitation materials of the Funds. We agree to
furnish to you as many copies of each Prospectus, annual and interim reports and
proxy solicitation materials as you may reasonably request.
5.
QUALIFICATION TO ACT. You represent that you are a member in good standing of
the National Association of Securities Dealers, Inc. (the "NASD"). Your
expulsion or suspension from the NASD will automatically terminate this
Agreement on the effective date of such expulsion or suspension. You agree that
you will not offer Shares to persons in any jurisdiction in which you may not
lawfully make such offer due to the fact that you have not registered under, or
are not exempt from, the applicable registration or licensing requirements of
such jurisdiction. You agree that in performing the services under this
Agreement, you at all times will comply with the Rules of Fair Practice of the
NASD, including, without limitation, the provisions of Section 26 of such
Rules.
In the
case of any Fund shares sold with a sales load, customers may be entitled to a
reduction in sales load on purchases made from a Fund that utilize a letter of
intent ("Letter of Intent") in accordance with such Fund's Prospectus. In such
case, your dealer reallowance will be paid based upon the reduced sales load,
but adjustment to a higher dealer reallowance will be made in accordance with
the Prospectus of the applicable Fund to reflect a customer's actual purchases
if he or she should fail to fulfill the Letter of Intent. The sales load and/or
dealer reallowance may be changed at any time by the Distributor in its sole
discretion upon written notice to you.
Subject
to and in accordance with the terms of the Prospectus of each Fund sold with a
sales load, a reduced sales load may be applicable with respect to customer
accounts through a right of accumulation under which customers are permitted to
purchase shares of a Fund at the then current public offering price per share
applicable to the total of (i) the dollar amount of shares then being purchased
plus (ii) an amount equal to the then current net asset value or public offering
price originally paid per share, whichever is higher, of the customer(s),
combined holdings of the shares of such Fund and of any other open-end
registered investment companies as may be permitted by the applicable Fund
Prospectus. In such case, you agree to furnish to the transfer agent as such
term is defined in the Prospectus of each Fund, sufficient information to permit
our confirmation of qualification for a reduced sales load; acceptance of the
purchase order is subject to such confirmation.
3
With
respect to Fund shares sold with a sales load, you agree to advise the transfer
agent at the time of purchase as to amounts of any and all sales by you
qualifying for a reduced sales load.
Exchanges
(i.e., the investment of the proceeds from the liquidation of shares of one
open-end registered investment company distributed by International Strategy
& Investment Group Inc. or its affiliates in the shares of another open-end
registered investment company distributed by International Strategy &
Investment Group Inc. or its affiliates) shall, where available, be made subject
to and in accordance with the terms of each Fund Prospectus.
6. BLUE
SKY. The Funds have registered an indefinite number of Shares under the
Securities Act. The Funds intend to register or qualify in certain states where
registration or qualification is required. We will inform you as to the states
or other jurisdictions in which we believe the Shares have been qualified for
sale under, or are exempt from the requirements of, the respective securities
laws of such states. You agree that you will offer Shares to your customers only
in those states where such Shares have been registered, qualified, or an
exemption is available. We assume no responsibility or obligation as to your
right to sell Shares in any jurisdiction. We will file with the Department of
State in New York a State Notice and a Further State Notice with respect to the
Shares, if necessary.
7.
AUTHORITY OF FUNDS. Each Fund shall have full authority to take such action as
it deems advisable in respect of all matters pertaining to the offering of
Shares, including the right not to accept any order for the purchase of
Shares.
8. RECORD
KEEPING. You will (i) maintain all records required by law to be kept by you
relating to transactions in Shares and, upon request by any Fund, promptly make
such of these records available to such Fund as such Fund may reasonably request
in connection with its operations and (ii) promptly notify such Fund if you
experience any difficulty in maintaining the records described in the foregoing
clauses n an accurate and complete manner.
9.
LIABILITY. The Distributor shall be under no liability to you except for lack of
good faith and for obligations expressly assumed by it here under. In carrying
out your obligations, you agree to act in good faith and without negligence.
Nothing contained in this Agreement is intended to operate as a waiver by the
Distributor or you of compliance with any provision of the Investment Company
Act, the Securities Act, the Securities Exchange Act of 1934, as amended, or the
rules and regulations promulgated by the Securities and Exchange Commission
thereunder.
10.
TERMINATION. This Agreement may be terminated by either party, without penalty,
upon ten days' notice to the other party and shall automatically terminate in
the event of its assignment, as defined in the Investment Company Act. This
Agreement may also be terminated at any time for any particular Fund without
penalty by the vote of a majority of the members of the Board of Directors of
the Fund who are not "interested persons" (as such phrase is defined in the
Investment Company Act) and who have no direct or indirect financial interest in
the operation of the Distribution Agreement between such Fund and the
Distributor or by the vote of a majority of the outstanding voting securities of
the Fund.
4
11.
COMMUNICATIONS. All communications to us should be sent to the above address.
Any notice to you shall be duly given if mailed or telegraphed to you at the
address specified by you below.
12.
NONPUBLIC PERSONAL INFORMATION. Each party hereto agrees that any Nonpublic
Personal Information, as the term is defined in Securities and Exchange
Commission Regulation S-P ("Reg S-P"), that may be disclosed by a party
hereunder is disclosed for the specific purpose of permitting the other party to
perform the services set forth in this Agreement. Each party agrees that, with
respect to such information, it will comply with Reg S-P and any other
applicable regulations and that it will not disclose any Non-Public Personal
Information received in connection with this Agreement to any other party,
except to the extent required to carry out the services set forth in this
Agreement or as otherwise permitted by law.
13.
ANTI-MONEY LAUNDERING. You represent, warrant and agree that, to the extent
required by law, you will adopt and maintain (A) an anti-money laundering
program, (B) customer identification program, (C) procedures for detecting and
reporting suspicious activities that could give rise to money laundering, and
(D) procedures for notifying us of any activity that would reasonably raise
concerns about the existence of money laundering or unlawful
activity.
5
If the
foregoing is in accordance with your understanding of our agreement, please sign
and return to us one copy of this agreement.
INTERNATIONAL
STRATEGY & INVESTMENT GROUP INC.
___________________________________________________________
(Authorized Signature)
(Authorized Signature)
CONFIRMED
AND ACCEPTED BY:
Firm
Name: ___________________________________
Address: _______________________________
_______________________________
By:
___________________________________________
_______________________________
(Signature)
(Name
Printed)
Date:
_________________________________________ Phone
Number: _________________
Current
Clearing
Number:__________________ Clearing
Firm Name:_______________
6
SCHEDULE
I
ISI FAMILY OF FUNDS
ISI FAMILY OF FUNDS
AS
OF AUGUST 24, 2010
ISI
Total Return U.S. Treasury Fund Shares
(a
class of Total Return U.S. Treasury Fund, Inc.)
ISI
Managed Municipal Fund Class A Shares
ISI
Managed Municipal Fund Class I Shares
ISI
North American Government Bond Fund Class A Shares
ISI
North American Government Bond Fund Class C Shares
ISI
North American Government Bond Fund Class I Shares
ISI
Strategy Fund Shares
(a
class of ISI Strategy Fund, Inc.)
COMPENSATION
SCHEDULE
(AS
OF AUGUST 24, 2010)
FRONT END SALES
CHARGES*
Applicable
to:
ISI Total
Return US Treasury Fund Shares
ISI
Managed Municipal Fund Shares
ISI
Strategy Fund Shares
ISI North
American Government Bond Fund Class A Shares
|
Amount
of Purchase
|
Sales
Charge
|
Broker-Dealer
Retention
|
|
Less
than $100,000
|
3.00%
|
2.75%
|
|
$100,000
but less than $250,000
|
2.50%
|
2.25%
|
|
$250,000
but less than $500,000
|
2.00%
|
1.75%
|
|
$500,000
but less than $1,000,000
|
1.50%
|
1.25%
|
|
$1,000,000
but less than $2,000,000
|
0.75%
|
0.75%
|
|
$2,000,000
but less than $3,000,000
|
0.50%
|
0.50%
|
|
$3,000,000
and over
|
0.00%
|
0.00%
|
North
American Government Bond Fund Class C Shares:
|
Amount of Purchase
|
Sales Charge
|
Broker-Dealer Retention
|
|
All
purchases
|
0.00%**
|
1.00%
|
The
Distributor will pay each authorized broker-dealer a commission equal to 1.00%
of the dollar amount invested at the time of purchase.
RULE 12B-1 DISTRIBUTION AND
SHAREHOLDER SERVICE FEES***
|
Annualized
Rate
|
|
|
ISI
Total Return US Treasury Shares
|
0.25%
|
|
ISI
Managed Municipal Fund Class A Shares
|
0.25%
|
|
ISI
Strategy Fund Shares
|
0.25%
|
|
ISI
North American Government Bond Fund Class A Shares
|
0.40%
|
* A
reduced sales charge may be applicable with respect to customer accounts through
a right of accumulation or a letter of intent in accordance with a Fund's
Prospectus.
** ISI
North American Government Bond Fund Class C Shares are sold subject to a
contingent deferred sales charge of 1.00% on redemptions within one year of
purchase.
*** To
qualify for quarterly Rule 12b-1 distribution and shareholder service payments,
assets in a particular Fund (Class) must be at least $250,000. NO MINIMUM IS
APPLICABLE TO THE ISI NORTH AMERICAN GOVERNMENT BOND FUND
**** ISI
North American Government Bond Fund Class I Shares and ISI Managed Municipal
Fund Class I Shares do not have Rule 12b-1 Distribution and Shareholder Service
Fees.
Class C
Shares.
ISI North
American
Government
Bond Fund Class C Shares (fee is included in 1.00% trail commission payment. See
further explanation below). 0.75%
For ISI
North American Government Bond Fund Class C Shares: One year after the date of
purchase, each authorized broker-dealer will be paid a quarterly trail
commission at the annual rate of 1.00% (0.75% asset based sales charge and 0.25%
shareholder servicing fee).
SHAREHOLDER
SERVICING FEES - The Distributor will pay each authorized broker-dealer, no less
often than annually, a shareholder processing and servicing fee (as determined
by the Distributor from time to time in writing) computed as a percentage of the
average daily net assets maintained with each Fund (Class) during the preceding
period by shareholders who purchased their shares through such broker-dealer or
with such broker-dealer's assistance.
To qualify for such payments, (i) a
broker-dealer must in all cases transmit its name with each customer's purchase
order; and (ii) assets in a particular Fund (Class) must be at least $250,000.
NO MINIMUM IS APPLICABLE TO ISI NORTH AMERICAN GOVERNMENT FUND CLASS C
SHARES.
8
BLUE SKY
INFORMATION
FUNDS
ISI
Total Return U.S. Treasury Fund Shares
(a
class of Total Return U.S. Treasury Fund, Inc.)
ISI
Managed Municipal Fund Class A Shares
ISI
Managed Municipal Fund Class I Shares
ISI
North American Government Bond Fund Class A Shares
ISI
North American Government Bond Fund Class C Shares
ISI
North American Government Bond Fund Class I Shares
ISI
Strategy Fund
(a
class of Strategy Fund, Inc.)
Registered
for sale in all states.
CONTACTS
TRANSFER
AGENT
XXX
XXX XXXXX
x/x
Xxxxx Xxxxxx Xxxx and Trust Company
000
Xxxxxxxxx Xxxxxx, 00xx
xxxxx
Xxxxxx,
XX 00000
Attn:
Xxxxxx XxXxxxxx, Transfer Agent Vice President
FUND
INFORMATION
ISI
GROUP INC.
00
Xxxx 00xx Xxxxxx, 00xx
xxxxx
Xxx Xxxx,
XX 00000
Xxxxxx X.
Xxxxxx
(212) 446
- 5606
Xxxxxxx
Xxxxxxxx
(212) 446
- 9410
