CASH ASSETS TRUST
(all portfolios of Trust)
DISTRIBUTION ASSISTANCE AGREEMENT
FROM:
__________________________________
__________________________________
__________________________________
TO: Aquila Distributors, Inc.
000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, X.X. 10017
Gentlemen:
We understand that Cash Assets Trust (the "Trust"), for which
Aquila Distributors, Inc. ("you" or the "Distributor") acts as
Distributor, has adopted plans (the "Distribution Plans") pursuant
to Rule 12b-1 under the Investment Company Act of 1940 as amended
(the "Act"), for making distribution assistance payments
("Permitted Payments") to selected brokers and other persons
("Qualified Recipients") providing distribution assistance
regarding all portfolios to the Trust. We have been furnished a
copy of such Distribution Plans and understand that this letter is
a "Related Agreement" as defined in such Plans and that all defined
terms in this letter have the same meaning as in such Plans.
We desire to enter into an Agreement with you for the sale and
distribution of shares of the Trust. Upon acceptance of this
Agreement by you, we understand that we may offer and sell shares
of the Trust, solely at the request of our customers, subject,
however, to all of the terms and conditions hereof and to your
right to suspend or terminate the sale of such shares.
1. We understand that the shares of the Trust will be offered and
sold at the net asset value in effect when the order for such
shares is confirmed and accepted on behalf of the Trust by you,
that all purchase requests and applications submitted by us are
subject to acceptance or rejection in the discretion of you, the
Trust, or the Distributor, and if accepted, each purchase will be
deemed to have been consummated at the principal office of the
Trust.
2. We certify that we are members of the National Association of
Securities Dealers, Inc. (the "NASD") and agree to maintain
membership in the NASD, or in the alternative, that we are foreign
brokers not eligible for membership in the NASD. In either case, we
agree to abide by all the rules and regulations of the NASD which
are binding upon underwriters and brokers in the distribution of
the securities of open-end investment companies, including without
limitation, Section 26 Article III of the Rules of Fair Practice.
We further agree to comply with all applicable Federal and State
laws and regulations. We agree that we shall not offer or sell
shares of the Trust in any jurisdiction where they have not been
registered or qualified, unless the laws and regulations of a
jurisdiction make such registration or qualification unnecessary.
3. We shall offer and sell the shares of the Trust only in
accordance with the terms and conditions of the Trust's then
current Prospectuses and Statements of Additional Information, and
we shall make no representations not included in said Prospectuses
and Statements of Additional Information or in any authorized
supplemental material supplied by you. We shall have no obligation
to solicit purchases or otherwise sell or promote the sale of Trust
shares, and all such transactions in which we engage will be solely
at the order of our customers. We agree to be responsible for the
proper instruction and training of all sales personnel employed by
us, in order that the 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 harmless and indemnify you if we,
or any of our sales representatives, violate any law, regulation,
or provision of this Agreement, which results in liability to you;
and if you determine to refund any amount paid by any investor by
reason of any such violation on our part, we shall return to you
any Permitted Payments previously paid by you to us with respect to
the transaction for which the refund is made. All expenses which we
incur in connection with our activities under this Agreement will
be borne by us.
4. We understand and agree, subject to change by you as provided in
paragraph 5, that we shall (a) maintain and service "Qualified
Accounts" which are Trust accounts as to which we have rendered
distribution assistance, (b) centralize the purchases and sales of
Trust shares to permit bulk wires and other expedited processing,
(c) assist the Trust in soliciting proxies, and (d) be paid
pursuant to the attached written Notice given under paragraph 5. We
also agree to provide Qualified Accounts other shareholder
services, including but not limited to answering customer inquiries
regarding account status and history, and the manner in which
purchases and redemptions of shares of the Trust may be effected;
assisting shareholders in designating and changing dividend
options, account designations and addresses; providing necessary
personnel and facilities to establish and maintain shareholder
accounts and records; assisting in processing purchase and
redemption transactions; arranging for the wiring of funds;
transmitting and receiving funds in connection with customer orders
to purchase or redeem shares; verifying and guaranteeing
shareholder signatures in connection with redemption orders and
transfers and changes in shareholder designated accounts;
furnishing (either alone or together with other reports sent to a
shareholder by such person) monthly and year-end statements and
confirmations of purchases and redemptions; transmitting, on behalf
of the Trust, proxy statements, annual reports, updating
prospectuses and other communications from the Trust to its
shareholders; receiving, tabulating, and transmitting to the Trust
proxies executed by shareholders with respect to meetings of
shareholders of the Trust; and providing such other related
services as you, the Administrator, or a shareholder may request
from time to time.
5. We understand that, although the Permitted Payments cannot
exceed the limits specified in any Distribution Plans of the Trust,
the amount of such payments up to such limit, the frequency and
timing of such payments, the terms of any right to sell in a
territory, and any other terms, conditions, or qualifications for
us to receive such payments are subject to change by you from time
to time, upon at least 30 days' written notice. Any orders placed
after the effective date of such change shall be subject to the
rates in effect at the time of receipt of the payment by the Trust.
Such 30-day period may be waived at your sole option in the event
such change increases the Permitted Payments due us. We understand
that you may pay the Permitted Payments yourself or pay them
through a paying agent.
6. Payments for shares will be made to the Trust and will be
received by the Trust promptly after the acceptance of our orders.
If any payment is not received by the Trust, we understand that you
and the Trust reserve the right, without notice, forthwith to
cancel the transaction, or, at its option, to sell the shares
ordered by us back to the Trust, in which latter case we may be
held responsible for any loss, including loss of profit, suffered
by you or the Trust resulting from our failure to make the payments
aforesaid.
7. Your obligations to us under this Agreement are subject to all
provisions of any Distribution Agreements which you have entered
into or may enter into. We understand and agree that in performing
our services covered by this Agreement we are acting as principal,
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 or in the Distribution Plans shall be
construed to constitute us or any of our agents, employees, or
representatives as the agents, partners, or employees of you, the
Trust, or the Administrator.
8. We shall provide you with any documentation which the Federal
and state securities laws and regulations may from time to time
require as a prerequisite to the payment of distribution assistance
payments. We shall bear the clerical costs of providing such
documentation, and shall be responsible for the accuracy of such
documentation.
9. This Agreement is not assignable or transferable, except that
you may transfer or assign this Agreement to any successor firm or
corporation which becomes Distributor of the Trust.
10. This Agreement may be terminated at any time without penalty by
a vote of a majority of the independent Trustees of the Trust or by
a vote of a majority of the outstanding voting shares of the Trust,
on at least 30 days' written notice to us at our principal place of
business. We, on at least 30 days' written notice addressed to you
at your principal place of business, may terminate this Agreement.
You may also terminate this Agreement for cause on violation by us
of any provision of this Agreement, said termination to become
effective on the date of mailing notice to us of such termination.
Without limiting the generality of the foregoing, any provision
hereof to the contrary notwithstanding, our expulsion from the NASD
will automatically terminate this Agreement without notice; our
suspension from the NASD or violation of applicable Federal or
State laws or regulations will terminate this Agreement effective
upon 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.
11. This Agreement will become effective on the date when it is
executed and dated by you below. This Agreement and all rights and
obligations of the parties hereunder will be governed by and
construed under the laws of the State of New York.
____________________________________________________
(name of firm)
____________________________________________________
By:
____________________________________________________
(name and title of officer)
____________________________________________________
(telephone number)
Accepted:
Aquila Distributors, Inc.
By: ____________________________
________________________________
(name and title of officer)
Dated: ________________, 19_____
CASH ASSETS TRUST
NOTICE TO FIRMS PROVIDING DISTRIBUTION ASSISTANCE
PURSUANT TO PARAGRAPH 5 OF DISTRIBUTION ASSISTANCE AGREEMENT
Subject to the limits of the Distribution Plans of the Trust,
distribution assistance payments to any firm will be at the annual
rate of ten basis points (0.10%), will be payable quarterly, and
will be based on the average net asset value of a firm's Qualified
Accounts in any given calendar quarter. Each distribution
assistance payment will be mailed by the 15th day of the month
following the end of each calendar quarter.
Date of this Notice: June 8, 1990
