EXHIBIT 6(b)
FORM OF DISTRIBUTION SALES AGREEMENT
DISTRIBUTION SALES AGREEMENT
THIS AGREEMENT, made this ____ day of __________, , by and between XXXXX
XXXX INVESTMENTS, INC., a Colorado corporation, having its principal office at
000 Xxxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000 (the "Underwriter"), and
__________, a __________ corporation, having its principal office at
________________________________ (the "Distributor").
WHEREAS, the Underwriter has entered into a Distribution Agreement with
Colorado Double Tax-Exempt Bond Fund, Inc. (the "Fund"), a nondiversified,
open-end management investment company, whereunder the Underwriter was engaged
and agreed to act as principal underwriter for the Fund in the sale and
distribution of shares of the Fund to the public, either through dealers or
otherwise; and
WHEREAS, the parties hereto desire that the Distributor be a member of a
selling group to sell and distribute shares of the Fund to the public;
NOW, THEREFORE, the Distributor hereby offers to become a member in a
selling group to sell and distribute shares of the Fund to the public subject to
the following terms and conditions.
Section 1. Acceptance of Subscriptions. Subscriptions solicited by you will
be accepted only at the price, in the amount, and on the terms which are set
forth in the then-current Prospectus of the Fund.
Section 2. Distribution Expenses. The Fund's Rule 12b-1 fee is currently
0.25% per annum of the average daily net assets of the Fund. The Rule 12b-1 fee
accrues daily and is paid on a quarterly basis. The Distributor shall receive
from the Underwriter all or a portion of the Rule 12b-1 fees payable by the Fund
with respect to shares sold by the Distributor. The amount of the Rule 12b-1 fee
payable may be revised by the Underwriter, in its discretion, upon 10 days'
written notice.
Section 3. Orders. Orders to purchase shares of the Fund shall be placed as
described in the then-current Prospectus of the Fund and as instructed from time
to time by the Underwriter. Orders shall be placed promptly upon receipt, and
there shall be no postponement of orders received so as to profit the
Distributor by reason of such postponement. Each order shall be confirmed by the
Distributor in writing on the day such order was placed.
Section 4. General. In soliciting purchases of shares of the Fund, the
Distributor shall act as an independent contractor and not as an agent of the
Underwriter. The Distributor agrees that neither the Underwriter nor any other
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distributor nor the Fund shall be deemed an agent of the Distributor. Nothing
herein shall constitute the Distributor as a partner of the Underwriter, any
other distributor or the Fund, or render any such entity liable for obligations
of the Distributor.
Section 5. Distributor's Undertakings. No person is authorized to make any
representation concerning shares of the Fund except those contained in the
then-current Prospectus. The Distributor shall not sell shares of the Fund
pursuant to this Agreement unless the then-current Prospectus is furnished to
the purchaser prior to the offer and sale. The Distributor shall not use any
supplemental sales literature of any kind without prior written approval of the
Underwriter unless it is furnished by the Underwriter for such purpose. In
offering and selling shares of the Fund, the Distributor will rely solely on the
representations contained in the then-current Prospectus.
Section 6. Representations and Agreements of the Distributor. By accepting
this Agreement, the Distributor represents that it: (a) is registered as a
broker-dealer under the Securities Exchange Act of 1934, as amended; (b) is
qualified to act as a dealer in the State of Colorado, the only jurisdiction in
which it will offer shares of the Fund; (c) is a member in good standing of the
National Association of Securities Dealers, Inc., (the "NASD"); (d) is deemed as
professionally qualified, to include attorneys, certified public accountants,
public accountants, independent investment advisors, state and nationally
chartered commercial banks, credit unions, insurance companies and any other
profession designated as qualified by the Underwriter to receive the Rule 12b-1
fees; and (e) will maintain such registrations, qualifications and memberships
throughout the term of this Agreement. The Distributor shall comply with all
applicable federal laws, the laws of the State of Colorado, and the rules and
regulations of the NASD. The Distributor shall not be entitled to any
compensation during any period in which it has been suspended or expelled from
membership in the NASD or any other professional designation qualification.
Section 7. Distributor's Employees. By accepting this Agreement, the
Distributor assumes full responsibility for thorough and prior training of its
representatives concerning the selling methods to be used in connection with the
offer and sale of shares of the Fund, giving special emphasis to the principles
of full and fair disclosure to prospective investors.
Section 8. Distributor's Indemnification. The Distributor hereby agrees to
indemnify and to hold harmless the Fund and the Underwriter and each person, if
any, who controls the Fund or the Underwriter within the meaning of Section 15
of the Securities Act of 1933 as amended (the "Act"), from and against any and
all losses, claims, demands or liabilities to which the Fund or the Underwriter
may become subject under the Act, or otherwise, insofar as such losses, claims,
demands or liabilities (or actions in respect thereof) arise out of or are based
upon any unauthorized use of sales materials by the Distributor or its salesman
or upon alleged misrepresentations or omission to state material facts in
connection with statements made by the Distributor or its salesman orally or by
other means; and the Distributor will reimburse the Fund and the Underwriter for
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any legal or other expenses reasonably incurred in connection with the
investigation or defense of any such action or claim. The Underwriter shall,
after receiving the first summons or other legal process disclosing the nature
of the action being served upon the Underwriter or the Fund, in any proceeding
in respect of which indemnity may be sought by the Fund or the Underwriter
hereunder, notify the Distributor in writing of the commencement thereof within
a reasonable time. In case any such litigation be brought against the Fund or
the Underwriter, the Underwriter shall notify the Distributor of the
commencement thereof and the Distributor shall be entitled to participate in
(and to the extent the Distributor shall wish, to direct) the defense thereof at
the Distributor's expense, but such defense shall be conducted by counsel of
good standing satisfactory to the Fund and the Underwriter. If the Distributor
shall fail to provide such defense, the Underwriter or the Fund may defend such
action at the Distributor's cost and expense. The Distributor's obligation under
this Section 8 shall survive the termination of this Agreement.
Section 9. Underwriter's Indemnification. The Underwriter will indemnify
and hold the Distributor harmless from all losses, claims, damages, liabilities
or expenses (including reasonable counsel fees and expenses) from any claim,
demand, action or suit (collectively, "Claims") (a) arising in connection with
misstatements or omissions in the Fund's Prospectus, actions or inactions by the
Underwriter, the Fund or the Fund's transfer agent, as the case may be, or any
of the Underwriter's agents or contractors or the performance of the
Underwriter's obligations hereunder and (b) not resulting from (i) the
Distributor's bad faith or negligence or that of the Distributor's officers,
employees or agents, or (ii) any breach of applicable laws by the Distributor,
the Distributor's officers, employees or agents, or (iii) any actions of the
Distributor or any of the Distributor's officers, employees or agents which
exceeds the Distributor's legal authority or their authority hereunder, or (iv)
any error or omission by the Distributor or the Distributor's officers,
employees or agents with respect to the purchase, redemption and transfer of
shares of the Fund or the Distributor's verification or guarantee of any
shareholder signature. Notwithstanding anything herein to the contrary, the
Underwriter will indemnify and hold the Distributor harmless from any and all
losses, claims, damages, liabilities or expenses (including reasonable counsel
fees and expenses) resulting from any Claim as a result of the Distributor
acting in accordance with any written instructions reasonably believed by the
Distributor to have been executed by any person duly authorized by the
Underwriter or as a result of acting in reliance upon any instrument or stock
certificate reasonably believed by the Distributor to have been genuine and
signed, countersigned or executed by a person duly authorized by the Underwriter
or the Fund, expecting only the Distributor's gross negligence or bad faith.
Section 10. Assignment and Termination. This Agreement may not be assigned
by the Distributor without consent of the Underwriter.
Section 11. Termination. Either party may terminate this Agreement at any
time upon giving written notice to the other party hereto.
Section 12. Waiver. No failure, neglect or forbearance on the part of the
Underwriter to require strict performance of this Agreement shall be construed
as a waiver of the rights or remedies of the Underwriter hereunder.
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Section 13. Governing Law. This Agreement shall be construed in accordance
with the laws of the State of Colorado.
DISTRIBUTOR:
___________________________________________
(Name)
___________________________________________
(Authorized Representative)
___________________________________________
(Tax identification number)
___________________________________________
(Street Address)
___________________________________________
(City) (State) (Zip)
Date of offer: By_________________________________________
Title:_____________________________________
___________________,____
Accepted by Xxxxx Xxxx Investments, Inc.
By__________________________
Name:_______________________
Title:______________________
Date of acceptance:__________________,____
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