ISI MANAGED MUNICIPAL FUND CLASS A SHARES CLASS I SHARES
Exhibit
(e)(3)
ISI
MANAGED MUNICIPAL FUND
CLASS
A SHARES
CLASS
I SHARES
▇▇
▇▇▇▇ ▇▇ ▇▇▇▇▇▇
New
York, New York 10019
FORM
OF
Gentlemen:
We wish
to enter into this Shareholder Servicing Agreement with you concerning the
provision of support services to your clients and customers ("Customers") who
may from time to time beneficially own shares of our shares of common stock
("Shares").
The terms
and conditions of this Servicing Agreement are as follows:
Section
1. (a) You agree to provide the following services to Customers who may from
time to time beneficially own Shares: (i) aggregating and processing purchase
and redemption requests for Shares from Customers and placing net purchase and
redemption orders with our distributor; (ii) processing dividend payments from
us on behalf of Customers; (iii) providing information periodically to Customers
showing their positions in Shares; (iv) arranging for bank wires; (v) responding
to Customer inquiries relating to the services performed by you; (vi) providing
subaccounting with respect to Shares beneficially owned by Customers; (vii) as
required by law, forwarding shareholder communications from us (such as proxies,
shareholder reports, annual and semi-annual financial statements and dividend,
distribution and tax notices) to Customers; and (viii) providing such other
similar services as we may reasonably request to the extent you are permitted to
do so under applicable statutes, rules or regulations. You will provide to
Customers a schedule of any fees that you may charge directly to them for such
services. ▇▇▇▇▇▇ purchased by you on behalf of Customers will be registered with
our transfer agent in your name or in the name of your nominee. The Customer
will be the beneficial owner of Shares purchased and held by you in accordance
with the Customer's instructions ("Customers' Shares") and the Customer may
exercise all rights of a shareholder of the Fund.
(b) You
agree that you will (i) maintain all records required by law relating to
transactions in Shares and, upon our request, promptly make such of these
records available to us as we may reasonably request in connection with our
operations, and (ii) promptly notify us if you experience any difficulty in
maintaining the records described in the foregoing clauses in an accurate and
complete manner.
Section
2. You will provide such office space and equipment, telephone facilities and
personnel (which may be any part of the space, equipment and facilities
currently used in your business, or any personnel employed by you) as may be
reasonably necessary or beneficial in order to provide the aforementioned
services to Customers.
Section
3. Neither you nor any of your officers, employees, agents or assigns are
authorized to make any representations concerning us or Shares except those
contained in our then current prospectus for such Shares, copies of which will
be supplied by us to you, or in such supplemental literature or advertising as
may be authorized by us in writing.
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Section
4. For all purposes of this Agreement you will be deemed to be an independent
contractor, and will have no authority to act as agent for us in any matter or
in any respect. You may, upon prior written notice to us, delegate your
responsibilities hereunder to another person or persons; provided, however, that
notwithstanding any such delegation, you will remain responsible for the
performance of all of your responsibilities under this Agreement. By your
written acceptance of this Agreement, you agree to and do release, indemnify and
hold us harmless from and against any and all direct or indirect liabilities or
losses resulting from requests, directions, actions or inactions of or by you or
your officers, employees, agents or assigns regarding your responsibilities
hereunder or the purchase, redemption, transfer or registration of Shares by or
on behalf of Customers. You and your employees will, upon request, be available
during normal business hours to consult with us or our designees concerning the
performance of your responsibilities under this Agreement.
Section
5. In consideration of the services and facilities provided by you hereunder
with respect to Class A Shares, we will cause our distributor pay to you, and
you will accept as full payment therefor, a fee at the annual rate of .25 of 1%
of the average daily net asset value of the Customers' Shares held of record by
you from time to time, which fee will be computed daily and payable ______. For
purposes of determining the fees payable under this Section 5, the average daily
net asset value of the Customers' Shares will be computed in the manner
specified in our registration statement (as the same is in effect from time to
time) in connection with the computation of the net asset value of Shares for
purposes of purchases and redemptions. The fee rate stated above may be
prospectively increased or decreased by us or by our distributor, at any time
upon notice to you. Further, we may, in our discretion and without notice,
suspend or withdraw the sale of Shares, including the sale of such shares to you
for the account of any Customer or Customers. There are no applicable fees for
Class I Shares.
Section
6. You will furnish us or our designees with such information relating to your
performance under this Agreement as we or they may reasonably request
(including, without limitation, periodic certifications confirming the provision
to Customers of the services described herein), and shall otherwise cooperate
with us and our designees (including, without limitation, any auditors
designated by us), in connection with the preparation of reports to our Board of
Directors concerning this Agreement and the monies paid or payable by us
pursuant hereto, as well as any other reports or filings that may be required by
law.
Section
7. We may enter into other similar services agreements with any other person or
persons without your consent.
Section
8. This Agreement will become effective on the date a fully executed copy of
this Agreement is received by us or our distributor, and is terminable, without
penalty, at any time by us or by you upon ten days' notice to the other party
hereto and shall automatically terminate in the event of its assignment, as that
term is defined in the Investment Company Act of 1940, as amended.
Section
9. This Agreement will be construed in accordance with the laws of the State of
Maryland.
Section
10. All notices and other communications to either you or us will be duly given
if mailed, telegraphed, telexed or transmitted by similar telecommunications
device, if to us at the address below, and if to you, at the address specified
by you after your signature below:
Managed
Municipal Fund, Inc. ▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇. ▇▇▇▇ ▇▇▇▇▇▇▇.
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If you
agree to be legally bound by the provisions of this Agreement, please sign a
copy of this letter where indicated below and promptly return it to us, at the
address set forth in Section 10 above.
Very
truly yours,
Authorized
Officer
Accepted
and Agreed to:
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Date:
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By:
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Authorized
Officer
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Address:___________________
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