SELLING AGREEMENT
We at ALPS Distributors, Inc. invite you, ( ) to distribute shares of
the open-end investment companies, or the separate series or classes of the
open-end investment companies, listed on Schedule A attached hereto and
incorporated herein by reference (the "Funds"). We may periodically change the
list of Funds by giving you written notice of the change. We are the Funds'
principal underwriter and, as agent for the Funds, we offer to sell Fund shares
to you on the following terms and conditions:
1. Certain Defined Terms. As used in this Agreement, the term "Prospectus"
means the applicable Fund's prospectus and related statement of
additional information, whether in paper format or electronic format,
included in the Fund's then currently effective registration statement
(or post-effective amendment thereto), and any information that we or the
Fund may issue to you as a supplement to such prospectus or statement of
additional information (a "sticker"), all as filed with the Securities
and Exchange Commission (the "SEC") pursuant to the Securities Act of
1933.
2. Purchases of Fund Shares for Sale to Customers.
(a) In offering and selling Fund shares to your customers, you agree
to act as dealer for your own account and in no transaction shall
you have any authority to act or hold yourself out as agent for
us, or any Fund.
(b) You agree to offer and sell Fund shares to your customers only at
the applicable public offering price, giving effect to cumulative
or quantity discounts or other purchase programs, plans or
services described in the applicable Prospectus. You agree to
deliver or cause to be delivered to each customer, at or prior to
the time of any purchase of shares, a copy of the then current
prospectus (including any stickers thereto), and to each customer
who so requests, a copy of the then current statement of
additional information (including any stickers thereto).
(c) You agree to purchase Fund shares from us only to cover purchase
orders that you have already received from your customers. You
agree not to purchase any Fund shares from your customers at a
price lower than the applicable redemption price, determined in
the manner described in the Prospectus. You shall not withhold
placing customers' orders for Fund shares so as to profit
yourself as a result of such withholding (e.g., by virtue of a
change in a Fund's net asset value from that used in determining
the offering price to your customers).
(d) We will accept your purchase orders only at the public offering
price applicable to each order, as determined in accordance with
the Prospectus. We will not accept from you a conditional order
for Fund shares. All orders are subject to acceptance or
rejection by us in our sole discretion. We reserve the right in
our discretion, and without notice to you, to suspend sales or to
withdraw the offering of Fund shares, in whole or in part, or to
make a limited offering of Fund shares.
(e) The placing of orders with us will be governed by instructions
that we will periodically issue to you. You must pay for Fund
shares in federal funds in accordance with such instructions, and
we must receive your payment on or before the settlement date
established in accordance with Rule 15c6-1 under the Securities
Exchange Act of 1934. If we do not receive your payment on or
before such settlement date, we may, without notice, cancel the
sale, or, at our option, sell the shares that you ordered back to
the issuing Fund, and we may hold you responsible for any loss
suffered by us or the issuing Fund as a result of your failure to
make payment as required.
(f) You will comply with all applicable state and federal laws and
with the rules and regulations of authorized regulatory agencies
thereunder. You will not offer shares of any Fund for sale unless
such shares are duly registered under the applicable state and
federal laws and the rules and regulations thereunder.
(g) Any transaction in Fund shares shall be effected and evidenced by
book-entry on the records maintained by the transfer agent of the
Funds. A confirmation statement evidencing transactions in Fund
shares will be transmitted to you by the transfer agent.
3. Account Options.
(a) You may appoint the transfer agent for the Funds as your agent to
execute customers' transactions in Fund shares sold to you by us
in accordance with the terms and provisions of any account,
program, plan or service established or used by your customers
and to confirm each such transaction to your customers on your
behalf, and at the time of the transaction you guarantee the
legal capacity of your customers so transacting in such shares
and any co-owners of such shares.
(b) You may instruct the Funds' transfer agent to register shares
purchased in your name and account as nominee for your customers,
in which event all Prospectuses, proxy statements, periodic
reports and other printed material will be sent to you and all
confirmations and other communications to shareholders will be
transmitted to you. You shall be responsible for forwarding such
printed material, confirmations and communications, or the
information contained therein, to all customers for whom you hold
such shares as nominee. However, the Funds' transfer agent, or
the Funds shall be responsible for the reasonable costs
associated with your forwarding such printed material,
confirmations and communications and shall reimburse you in full
for such costs. You shall also be responsible for complying with
all reporting and tax withholding requirements with respect to
the customers for whose account you are holding such shares. With
respect to customers other than such customers, you shall provide
us with all information (including, without limitation,
certification of taxpayer identification numbers and back-up
withholding instructions) necessary or appropriate for us to
comply with legal and regulatory reporting requirements.
(c) Accounts opened or maintained pursuant to the Networking system
of the National Securities Clearing Corporation ("NSCC") will be
governed by applicable NSCC rules and procedures and any
agreement or other arrangement with us relating to Networking.
4. Your Compensation.
(a) Your concession, if any, on your sales of Fund shares will be as
provided in the Prospectus or in the applicable schedule of
concessions issued by us and in effect at the time of our sale to
you. Upon written notice to you, we, or any Fund, may change or
discontinue any schedule of concessions, or issue a new schedule.
(b) In the case of a Fund or class thereof which has adopted a
Distribution and Service Plan (a "Plan") pursuant to Rule 12b-1
under the Investment Company Act of 1940 (the "1940 Act"), we may
elect from time to time to make payments to you as provided under
such Plan. Any such payments shall be made in the amount and
manner set forth in the applicable schedule of distribution and
service payments issued by us and then in effect or as set forth
in the Prospectus. Such schedule of distribution and service
payments may be discontinued or changed by us from time to time
and shall be in effect with respect to a Fund which has a Plan
only so long as such Fund's Plan remains in effect. In the case
of a Fund or class thereof that has no currently effective Plan,
we may, to the extent permitted by applicable law, elect to make
payments to you from our own funds.
(c) In the event that Rule 2830 of the National Association of
Securities Dealers (the "NASD") Conduct Rules precludes any Fund
or class thereof from imposing, or us from receiving, a sales
charge (as defined in that Rule) or any portion thereof, then you
shall not be entitled to any payments from us hereunder from the
date that the Fund or class thereof discontinues or is required
to discontinue imposition of some or all of its sales charges. If
the Fund or class thereof resumes imposition of some or all of
its sales charge, you will be entitled to payments hereunder on
the same terms as the Fund extends to us.
(d) After the effective date of any change in or discontinuance of
any schedule of concessions, distribution payments, or service
payments, or the termination of a Plan, any concessions,
distribution payments, or service payments will be allowable or
payable to you only in accordance with such change,
discontinuance, or termination. You agree that you will have no
claim against us or any Fund by virtue of any such change,
discontinuance, or termination. In the event of any overpayment
by us of any concession, distribution payment, or service
payment, you will remit such overpayment.
(e) If, within seven business days after confirmation by us of your
original purchase order for shares of a Fund, such shares are
repurchased by the issuing Fund or by us for the account of such
Fund or are tendered for redemption by the customer, you shall
forthwith refund to us the full discount retained by you on the
original sale and any distribution and service payments made to
you. You shall refund to the Fund immediately upon receipt the
amount of any dividends or distributions paid to you as nominee
for your customers with respect to redeemed or repurchased Fund
shares to the extent that the proceeds of such redemption or
repurchase may include the dividends or distributions payable on
such shares. You shall be notified by us of such repurchase or
redemption within ten days of such repurchase or redemption.
Delivery to the Funds' transfer agent is delivery to the Fund.
5. Status as Registered Broker/Dealer.
(a) You represent that you are and will remain a member in good
standing of the National Association of Securities Dealers, Inc.
("NASD"), and agree to abide by all of its rules and regulations
including its Rules of Conduct. You further agree to comply with
all applicable state and federal laws and rules and regulations
of regulatory agencies having jurisdiction. Reference is hereby
specifically made to Section 2830 of the Conduct Rules of the
NASD, which is incorporated herein by reference. The termination
of your membership in the NASD or any breach of said Section 2830
will immediately and automatically terminate this Agreement. You
further represent that you are qualified to act as a
broker/dealer in the states where you transact business.
(b) Nothing in this Agreement shall cause you to be our partner,
employee, or agent, or give you any authority to act for us or
for any Fund. Neither we nor the Funds shall be liable for any of
your acts or obligation as a dealer under this Agreement.
6. Information Relating to the Funds.
(a) No person is authorized to make any representations concerning
Fund shares except those contained in such Fund's Prospectus, and
in buying shares from us or selling shares to us hereunder, you
shall rely solely on the representations contained in the
Prospectus. Upon your request, we will furnish you with a
reasonable number of copies of the Funds' current prospectuses or
statements of additional information or both (including any
stickers thereto).
(b) You may not use any sales literature or advertising material
(including material disseminated through radio, television or
other electronic media) concerning Fund shares, other than the
Funds' Prospectuses or such printed information that is given to
you by us without obtaining our prior written approval. You shall
not distribute or make available to investors any printed
information furnished by us which is marked "FOR BROKER/DEALER
USE ONLY" or which otherwise indicates that it is confidential or
not intended to be distributed to investors.
7. Indemnification. Each party ("indemnifying party") will indemnify and
hold the other party ("indemnified party") harmless from any claim,
demand, loss, expense, or cause of action resulting from the misconduct
or negligence, as measured by industry standards, of the indemnifying
party, its agents and employees, in carrying out its obligations under
this Agreement. Such indemnification will survive the termination of this
Agreement.
8. Term. This Agreement, with respect to any Plan, will continue in effect
for one year from its effective date, and thereafter will continue
automatically for successive annual periods; provided, however, that such
continuance is subject to termination at any time without penalty if a
majority of a Fund's Trustees who are not interested persons of the Fund
(as defined in the 1940 Act), or a majority of the outstanding shares of
the Fund, vote to terminate or not to continue a Plan. This Agreement,
other than with respect to a Plan, will continue in effect from year to
year after its effective date, unless terminated as provided herein.
9. Amendment and Termination of Agreement. We may change or amend any
provision of this Agreement by giving you written notice of the change or
amendment. Either party to this Agreement may terminate the Agreement
without cause by giving the other party at least thirty (30) days written
notice of its intention to terminate. This Agreement will automatically
terminate in the event of its assignment, as defined in the 1940 Act.
10. Arbitration. In the event of a dispute, such dispute shall be settled by
arbitration before arbitrators sitting in Denver, Colorado in accordance
with the NASD's Code of Arbitration Procedure in effect at the time of
the dispute. The arbitrators shall act by majority decision, and their
award may allocate attorneys' fees and arbitration costs between us.
Their award shall be final and binding between us, and such award may be
entered as a judgment in any court of competent jurisdiction.
11. Notices. All notices required or permitted to be given under this
Agreement shall be given in writing and delivered by personal delivery,
by postage prepaid mail, or by facsimile or a similar means of same day
delivery (with a confirming copy by mail). All notices to us shall be
given or sent to us at our offices located at 000 00xx Xxxxxx, Xxxxx
0000, Xxxxxx, Xxxxxxxx 00000, Attn: General Counsel. All notices to you
shall be given or sent to you at the address specified by you below. Each
of us may change the address to which notices shall be sent by giving
notice to the other party in accordance with this paragraph.
12. Miscellaneous. This Agreement shall become effective as of the date when
it is accepted and dated below by us. This Agreement shall be construed
in accordance with the laws of the state of Colorado. The captions in
this Agreement are included for convenience of reference only and in no
way define or limit any of the provisions of this Agreement or otherwise
affect their construction or effect. This Agreement supersedes and
cancels any prior agreement between us, whether oral or written, relating
to the sale of shares of the Funds or any other subject covered by this
Agreement. Failure of either party to terminate this Agreement upon the
occurrence of any event set forth in this Agreement as a cause for
termination shall not constitute a waiver of the right to terminate this
Agreement at a later time on account of such occurrence. The termination
of this Agreement with respect to any one Fund will not cause its
termination with respect to any other Fund.
13. Anti-Money Laundering Program. You understand that pursuant to various
U.S. regulations, you are required to establish an anti-money laundering
program, which satisfies the requirements of Title III of the USA PATRIOT
Act. You further represent that you have developed, implemented, and will
maintain an anti-money laundering program and will comply with all
applicable laws and regulations designed to guard against money
laundering activities set out in such program.
Very truly yours,
Dated as of:
---------------- ALPS DISTRIBUTORS, INC.
By:
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Name:
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Title:
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ACCEPTED AND AGREED:
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Firm
By:
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Name:
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Title:
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Address:
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NSCC Dealer # Fax Number:
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NSCC Dealer Alpha Code Date:
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NSCC Clearing # Mutual Fund Coordinator/
------------------------------- Primary Contact:
Phone Number:
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Schedule A
SELLING AGREEMENT FEE SCHEDULE
Name of Fund ANNUAL DEALER COMPENSATION
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ALPS Distributors, Inc. shall pay you a fee based on the average daily net
assets throughout the quarter of ______________. Such fee shall be computed
daily and paid quarterly. The determination of daily net assets shall be made at
the close of each business day throughout the quarter and computed in the manner
specified in the Fund's then-current Prospectus for the determination of the net
asset value of shares of the Fund.
