AQUILA DISTRIBUTORS, INC.
SALES AGREEMENT
(for use with financial institutions)
From:
To:
Aquila Distributors, Inc.
000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Gentlemen:
We desire to enter into an agreement with you to make available to our customers
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
customers 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
customers, 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 offering price in effect as set forth in each of the 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. Each of us certifies (a) that the party in question is a member of the
National Association of Securities Dealers, Inc. ("NASD") and agrees to maintain
membership in the NASD, or (b) in the alternative, in our case, that we are
either (i) a foreign firm not eligible for membership in the NASD, or (ii) a
bank, as defined in Section 3 (a) (6) of the Securities Exchange Act of 1934. In
any case, we and you agree to abide by all applicable rules and regulations of
the NASD, including without limitation, Rule 2830 of the NASD Conduct Rules, all
of which are incorporated herein as if set forth in full. We and you further
agree to comply with all applicable State and Federal laws 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 customers shall we have any authority to act as agent
for the Funds. The customers in question are for all purposes our customers and
not your customers. 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
customers only upon our authorization, it being understood in all cases that (i)
we are acting as agent for the customer, (ii) the transactions are without
recourse against us by the customer except to the extent that our failure to
transmit orders in a timely fashion results in a loss to our customer, (iii) our
customer will have full beneficial ownership of the shares, (iv) each
transaction is initiated solely upon order of the customer, and (v) each
transaction is for the account of the customer 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; and in the event you
and/or such Fund determine to refund any amounts paid by any investor by reason
of any such violation on our part, we shall return to you and/or such Fund any
agency commissions previously paid 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 that the sales charge to the customer and the agency
commission payable to us relative to sales of shares of any Fund made by us will
be in an amount as set forth in the then current Prospectus of such Fund or in
separate written notice to us.
5. Payment for purchases by our customers of shares of any Fund made by wire
order from us will be received by you or such Fund within three 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 customers.
6. We agree to make shares available to our customers only (a) at the public
offering price (except as provided in Xxxxxxxxx 00 xxxxxxxxx), (x) from you, and
(c) to cover orders already received from our customers. We shall not withhold
placing with you orders received from our customers 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 public offering price to our customers.
7. Unless at the time of transmitting an order we advise you to the contrary,
you may consider the order to be the total holding of the investor and assume
that the investor is not entitled to any reduction in sales price beyond that
accorded to the amount of the purchase as determined by the schedule set forth
in the then current Prospectus. If we make shares available to our customers as
provided in Paragraph 12 hereunder, we shall so indicate to you at the time of
transmitting such order.
8. We understand and agree that if any shares sold to our customers under the
terms of this Agreement are redeemed by any Fund (including redemptions
resulting from an exchange for shares of another investment company) or are
repurchased by you as agent for such Fund or are tendered to such Fund for
redemption within seven business days after the confirmation to our customers of
our original purchase order for such shares, we shall pay forthwith to you the
full amount of the commission allowed to us on the original sale, provided you
notify us of such repurchase or redemption within ten days of the date upon
which written redemption requests (and, if applicable, share certificates) are
delivered to you or to such Fund.
9. 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 customers, 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.
10. 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 12 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. Without limiting the foregoing, any provisions
hereof to the contrary not withstanding, our expulsion from the NASD, if we are
a member of the NASD, will automatically terminate this Agreement without
notice; our suspension from the NASD, if we are a member of the NASD, or
violation of applicable State or Federal laws or regulations (whether or not we
are a member of the NASD) will terminate this Agreement effective upon the date
of your 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.
11. 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.
12. We may make shares of the Funds available to our customers at the next
determined net asset value of such shares under the following circumstances: (i)
each such purchase order is on behalf of a trust, agency, or custodial client,
(ii) we have, as to each such purchase order discretionary investment
responsibility over the assets in question, (iii) the relationship between the
us and the client was not formed solely for the purpose of purchasing shares of
any Fund at net asset value, (iv) the shares purchased pursuant to such purchase
order will not be resold except by redemption, (v) there is no charge relating
to such purchase other than our normal service charge, and (vi) we may disclose
the name of any Fund to the client without your consent.
(name of financial institution)
BY:
------------------------------------------
(signature of officer)
(print name and title of officer)
(telephone number including area code)
DATE:
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Accepted:
AQUILA DISTRIBUTORS, INC.
BY:
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(signature of officer)
print name and title of officer)
Dated: --------------
