Exhibit A ISI FAMILY OF FUNDS New York, New York 10019 AGENCY DISTRIBUTION AGREEMENT
Exhibit
(e)(4)
Exhibit
A
ISI
FAMILY OF FUNDS
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_______________________,
20___
Gentlemen:
International
Strategy & Investment Group Inc. ("ISI"), a Delaware corporation, serves as
distributor (the "Distributor") of the ISI Family of Mutual Funds (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 ("Shares") to the public
in accordance with the terms and conditions contained in the Prospectus of each
Fund. The term "Prospectus" used herein refers to the prospectus on file with
the Securities and Exchange Commission which is part of the registration
statement of each Fund under the Securities Act of 1933 (the "Securities Act").
In connection with the foregoing you may serve as a participating dealer (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 as a Broker and as such are
authorized (i) to accept orders for the purchase of Shares and to transmit to
the Funds such orders and 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 of each Fund. You are to review
each 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 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 of
each Fund 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.
3.
Compensation. As compensation for such services, you will look solely to the
Distributor, and you acknowledge that the Funds shall have no direct
responsibility for any compensation. In addition to any sales charge payable to
you by your customer pursuant to a Prospectus, the Distributor will pay you no
less often than annually a shareholder processing and service fee (as we may
determine from time to time in writing) computed as a percentage of the average
daily net assets maintained with each Fund during the preceding period by
shareholders who purchase their shares through you or with your assistance,
provided that said assets are
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at least $250,000 for each Fund for
which you are to be compensated, and provided that in all cases your name is
transmitted with each shareholder's purchase order.
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.
You agree that you will not combine customer orders to reach breakpoints in
commissions for any purposes whatsoever unless authorized by the then current
Prospectus in respect of Shares of a particular class or by us in writing. You
also agree that you will place orders immediately upon their receipt and will
not withhold any order so as to profit therefrom. In determining the amount
payable to you hereunder, we reserve the right to exclude any sales which we
reasonably determine are not made in accordance with the terms of the Prospectus
and provisions of the Agreement.
6. Blue
Sky. The Funds have registered an indefinite number of Shares under the
Securities Act. The Funds intend to comply with applicable state laws. We will
notify you of the states or other jurisdictions in which the Shares may be sold.
You agree that you will offer Shares to your customers only in those states
where there has been compliance with state laws applicable to the sale of such
Shares. 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 Fund. Each of the Funds shall have full authority to take such
action as it deems advisable in respect of all matters pertaining to the
offering of its 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 the Fund as the Fund may reasonably request
in connection with its operations and (ii) promptly notify the Fund if you
experience any difficulty in maintaining the records described in the foregoing
clauses in 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 them hereunder. 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.
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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 or
Trustees of such Fund who are not "interested persons" (as 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.
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.
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)
Confirmed
and accepted:
Firm
Name:
By:________________________________
Address:
Date:______________________________
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