August 29, 1997
Revised 2/94
AQUILA DISTRIBUTORS, INC.
SALES AGREEMENT
(for use with investment advisers)
From:
____________________________
____________________________
____________________________
To:
Aquila Distributors, Inc.
000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, N.Y. 10017
Gentlemen:
We desire to enter into an agreement with you to make available
to our clients the shares of any of the funds of which you are,
or may become, Distributor (hereinafter collectively referred to
as the "Funds" or individually as the "Fund") on a fully
disclosed basis wherein you would confirm transactions of our
clients in such shares directly to them. Upon acceptance of this
Agreement by you, we understand that we may make shares of the
Funds available to our clients, subject to all terms and
conditions hereof and to your right without notice to suspend or
terminate the sale of shares of any one or more of the Funds.
1. We understand that shares of the Funds will be offered and
sold by you at the current net asset value in effect as set forth
in each Fund's then current Prospectus (which term as used herein
includes any related Statement of Additional Information). All
purchase requests and applications submitted by us are subject to
acceptance or rejection as set forth in each Fund's then current
Prospectus.
2. We certify that we are an investment adviser, registered with
the Securities and Exchange Commission under the Investment
Advisers Act of 1940 and registered under relevant state
statutes; we furthermore undertake to maintain such
registrations. You certify that you are a broker-dealer,
registered with the Securities and Exchange Commission under the
Securities Exchange Act of 1934, registered with the National
Association of Securities Dealers, Inc., and registered under
relevant state statutes; you furthermore undertake to maintain
such registrations. We and you further agree to comply with all
applicable statutes and regulations. We and you agree that we
and you will make available for sale shares of the Funds only in
those states or jurisdictions whose laws so permit, whether or
not such permission is dependent on registration or qualification
of the Funds or their shares under such laws.
3. We shall make shares of the Funds available only in accordance
with the terms and conditions of the then current Prospectus of
each Fund, and we shall make no representations not included in
said Prospectus or in any authorized supplemental material
supplied by you. In no transaction where we make shares of the
Funds available to our clients shall we have any authority to act
as agent for the Funds. The clients in question are for all
purposes our clients and not your clients. However, you will be
responsible for mailing each Fund's then current Prospectus (not
including the related Statement of Additional Information) with
the confirmations. You will clear transactions for each of our
clients only upon our authorization, it being understood in all
cases that (i) we are acting as agent for the client, (ii) the
transactions are without recourse against us by the client, (iii)
our client will have full beneficial ownership of the shares, and
(iv) each transaction is for the account of the client and not
for our account. We agree to be responsible for the proper
instruction and training of all personnel employed by us in this
area, in order that such shares will be offered in accordance
with the terms and conditions of this Agreement and all
applicable laws and regulations. We agree to hold you and the
Funds harmless and to indemnify you and the Funds in the event
that we, or any of such personnel, violate any law or regulation,
or any provisions of this Agreement, which violation may result
in liability to you and/or any Fund. All expenses which we incur
in connection with our activities under this Agreement will be
borne by us.
4. Payment for purchases by our clients of shares of any Fund
made by wire order from us will be received by you or such Fund
within five business days after the acceptance of our order or
such shorter time as may be required by law. If such payment is
not so received, we understand that you reserve the right,
without notice, forthwith to cancel the sale, or, at your option,
to sell the shares ordered by us back to such Fund, in which
latter case we may be held responsible for any loss, including
loss of profit, suffered by you and/or such Fund resulting from
our failure to make the aforesaid payment. Where sales of shares
of any Fund are contingent upon such Fund's receipt of Federal
funds in payment therefor, we shall forward promptly to you any
purchase orders and payments received by us from our clients.
5. We agree to make shares available to our clients only (a) at
the net asset value, (b) from you, and (c) to cover orders
already received from our clients. We shall not withhold placing
with you orders received from our clients so as to profit
ourselves as a result of such withholding; e.g., by a change in
the net asset value from that used in determining the net asset
value to our clients.
6. Your obligations to us under this Agreement are subject to all
the provisions of any agreements entered into between you and the
Funds. We understand and agree that in performing our services
covered by this Agreement we are acting as agent for our clients,
and you are in no way responsible for the manner of our
performance or for any of our acts or omissions in connection
therewith. Nothing in this Agreement shall be construed to
constitute us or any of our agents, employees or representatives
as your agent, partner or employee, or as the Funds' agent or
employee.
7. We may terminate this Agreement by notice in writing to you,
which termination shall become effective thirty days after the
date of mailing such notice to you. However, our termination of
this Agreement will not terminate our responsibilities under
sections (iv) and (v) of Paragraph 9 hereunder. We agree that
you have and reserve the right, in your sole discretion without
notice, to suspend sales of shares of any one or more of the
Funds, or to withdraw entirely the offering of shares of any one
or more of the Funds, or, in your sole discretion, to modify,
amend, or cancel this Agreement upon written notice to us of such
modification, amendment, or cancellation, which shall become
effective on the date stated in such notice. Without limiting
the foregoing, you may terminate this Agreement for cause on
violation by us of any of the provisions of this Agreement, said
termination to become effective on the date of mailing notice to
us of such termination. Your failure to terminate for any cause
will not constitute a waiver of your right to terminate at a
later date for any such cause. All notices hereunder will be to
the respective parties at the addresses listed hereon, unless
changed by notice given in accordance with this Agreement.
8. This Agreement will become effective when it is executed and
dated by you, and will be in substitution of any prior agreement
between you and us covering shares of the Funds. This Agreement
is not assignable or transferable, except that you may assign or
transfer this Agreement to any successor firm or corporation
which becomes a principal underwriter of the Funds.
9. We agree that (i) each purchase order is on behalf of an
investment advisory client, (ii) the relationship between us and
the client was not formed solely for the purpose of purchasing
shares of any Fund at net asset value, (iii) the shares purchased
pursuant to such purchase order will not be resold except by
redemption, (iv) there is no charge relating to such purchase
other than our normal service charge, and (v) we may disclose the
name of any Fund to the client without your consent.
_________________________________
(name of investment adviser)
By:______________________________
(signature of officer)
_________________________________
(name and title of officer)
_________________________________
(telephone number)
Accepted:
Aquila Distributors, Inc.
By:________________________
(signature of officer)
___________________________
(name and title of officer)
Dated:______________, 19__
