DEALER AGREEMENT
Dear Securities Dealer:
U.S. Global Brokerage, Inc. ("we" or "us") invites you to participate in the
distribution of shares of the U.S. Global Investors Funds ("Investors Funds")
and U.S. Global Accolade Funds (the "Trust" or "Trusts") for which we now 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 and Attachment B. The intent of the Trusts is to issue additional
series, and each of the current and planned series may offer multiple classes of
shares (hereinafter "Fund" or "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, which are
accepted by the Trusts will be deemed to be accepted at the office in Texas.
1. Licensing.
(a) You represent that you are a member in good standing of the National
Association of Securities Dealers, Inc. ("NASD") and are presently licensed to
the extent necessary by the appropriate regulatory agency of each state in which
you will offer and sell shares of the Funds. You agree that termination or
suspension of such membership with the NASD, or of your license to do business
by any state or federal regulatory agency, at any time shall terminate or
suspend this Agreement immediately and shall require you to notify us in writing
of such action. If you are not a member of the NASD but are a dealer subject to
the laws of a foreign country, you agree to conform to such laws. This Agreement
is in all respects subject to Rule 2830 of the NASD, which shall control any
provision to the contrary in this Agreement.
(b) You agree to notify us immediately in writing if at any time you are
not a member in good standing of the Securities Investor Protection Corporation.
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.
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 us 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. Dealer 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
Investors Funds and approved by shareholders with respect to particular Trust
series, the Trust, subject to authorization by the Board of Trustees, may make
payments to brokers 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 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. 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. 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. Such approval may be withdrawn by us 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 which 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. 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.
7900 CALLAGHAN ROAD
SAN ANTONIO, TX 78229
(210) 308-1234 (210) 308-1230 FAX
Dated:___________________________
By:______________________________
Name: Eli Suarez
Title:
We have read the foregoing Agreement and we hereby accept and agree to the terms
and conditions therein set forth.
Dated: ___________________________
___________________________
FIRM NAME
BY: ___________________________
AUTHORIZED SIGNATURE
___________________________
TITLE
___________________________
ADDRESS
___________________________
ADDRESS
___________________________
TELEPHONE NUMBER
___________________________
FAX NUMBER
PLEASE RETURN ONE EXECUTED COPY OF THIS AGREEMENT TO U.S. GLOBAL BROKERAGE, INC.
THE SECOND COPY IS FOR YOUR RECORDS.
<PAGE>
Attachment A
U.S. Global Investors Funds
CUSIP
FUND NAME NUMBER QUOTRON FEE PER ANNUM
------------------------------------------ --------- ----- ---------------
1 All American Equity Fund 911476604 GBTFX 25 basis points
2 China Region Opportunity Fund 911476828 USCOX 25 basis points
3 Global Resources Fund 911476208 PSPFX 25 basis points
4 Gold Shares 911478105 USERX
5 Income Fund 911476406 USINX 25 basis points
6 Near-Term Tax Free 911476851
7 Tax Free Fund 911476505 USUTX
8 World Gold Fund 911476802 UNWPX 25 basis points
9 Treasury Cash Fund 911476109 USTXX 25 basis points
<PAGE>
Attachment B
U.S. Global Accolade Funds
CUSIP 12B-1 FEE
FUND NAME NUMBER QUOTRON PER ANNUM
---------------------------------------- --------- ----- ---------------
1 Bonnel Growth Fund 90330L105 ACBGX 25 basis points
2 MegaTrends Fund 90330L204 MEGAX 25 basis points
3 Regent Eastern European Fund 90330L402 EUROX 25 basis points
