AQUILA DISTRIBUTORS, INC.
SALES AGREEMENT
(for use with brokerage firms)
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 for sale and
distribution of the shares of any of the mutual funds of
which you are, or may become, Distributor (hereinafter
collectively referred to as the "Funds" and individually as
the "Fund"). Upon acceptance of this Agreement by you, we
understand that we may offer and sell shares of the Funds,
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 at the current offering price 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. 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 a
foreign firm not eligible for membership in the NASD. In
any case, we and you agree to abide by all the rules and
regulations of the NASD concerning distribution of the
securities of open-end investment companies, including
without limitation, Section 26 of Article III of the NASD
Rules of Fair Practice, 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 sell or offer for sale
shares of the Funds only in those states or jurisdictions
whose laws permit the offers or sales in question, whether
or not such permission is dependent on registration or
qualification of the Funds or their shares under such laws.
3. We shall offer and sell shares of the Funds 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. We agree
to be responsible for the proper instruction and training of
all sales personnel employed by us, 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 our sales representatives, 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 commissions previously paid or discounts allowed 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 that the sales charge and dealer
commission 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 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 investors.
6. We agree to purchase shares only from you or from our
customers. If we purchase shares from you, we agree that
all such purchases shall be made only to cover orders
received by us from our customers, or for our own bona fide
investment. If we purchase shares from our customers, we
agree to pay such customers not less than the applicable
redemption price as established by the then current
Prospectus.
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.
8. We understand and agree that if shares of any Fund sold
by us under the terms of this Agreement are redeemed by such
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 us 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 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 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. 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 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 State or Federal laws or regulations 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.
_________________________________
(name of brokerage firm)
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___
