UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 18, 2005
Investors Capital Holdings, Ltd.
(Exact name of registrant as specified in its charter)
Massachusetts 1-16349 04-3284631
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
230 Broadway East
Lynnfield, MA 01940
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (800) 949-1422
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[] (Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[] (Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[] (Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[] (Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 1.01. Entry Into Material Definitive Agreement
On October 24, 2005 Eastern Point Advisors, Inc. ("EPA"), a wholly-owned
subsidiary of Investors Capital Holdings, Ltd. (the "Company"), entered into a
definitive agreement (the "Transition Agreement") with Dividend Growth Advisors,
LLC ("DGA"). Pursuant to the Transition Agreement, EPA agreed to terminate its
Investment Advisory Agreement with Eastern Point Advisors Funds Trust (the
"Trust") effective October 18, 2005 to permit the appointment by the Trust of
DGA to supercede EPA as the Trust's investment advisor. EPA has served as
investment advisor for the Trust since 1999, and DGA has provided investment
advisory services to the Trust since 2004 pursuant to a subcontract with EPA.
DGA will enter into a new advisory agreement directly with the Trust.
Under the terms of the Transition Agreement and an associated promissory note,
DGA has undertaken to pay to EPA an amount equal to the total of all fees that
EPA has waived or remitted to a fund in the Trust through October 18, 2005. The
note provides for a principle amount of $747,617.00, quarterly payments of
interest accruing thereon at a 5.5% annual rate, and full payment of the
principle on or before October 31, 2010. Prepayments are permitted without
penalty.
In its anticipated capacity as the new investment advisor for the Trust, DGA
also has agreed under the Transition Agreement to pay to Investors Capital
Corporation, the Company's wholly-owned securities broker/dealer subsidiary
("ICC"), the full dealer reallowance on further sales by ICC of Class A Shares
of the Trust's funds and, for a period of three years, quarterly payments equal
to 0.10% of the then market value (if any) of Trust shares sold by ICC prior to
the transition period.
The president of DGA, C. Troy Shavers, Jr., resigned as a director of the
Company effective October 18, 2005 to avoid any appearance of a conflict of
interest.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Investors Capital Holdings, Ltd.
By /s/ Ted Charles
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Ted Charles, President
Date: October 24, 2005