Revised 2/94
AQUILA DISTRIBUTORS, INC.
SALES AGREEMENT
(for use with investment advisers)
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 to make avail-
able to our clients the shares of any of the funds of which
you are, or may become, Distributor (hereinafter collective-
ly referred to as the "Funds" or individually as the "Fund")
on a fully disclosed basis wherein you would confirm trans-
actions of our clients 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 clients,
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 net asset value 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 sub-
mitted by us are subject to acceptance or rejection as set
forth in each Fund's then current Prospectus.
2. We certify that we are an investment adviser, registered
with the Securities and Exchange Commission under the In-
vestment Advisers Act of 1940 and registered under relevant
state statutes; we furthermore undertake to maintain such
registrations. You certify that you are a broker-dealer,
registered with the Securities and Exchange Commission under
the Securities Exchange Act of 1934, registered with the Na-
tional Association of Securities Dealers, Inc., and regis-
tered under relevant state statutes; you furthermore under-
take to maintain such registrations. We and you further
agree to comply with all applicable statutes and regula-
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tions. We and you agree that we and you will make available
for sale shares of the Funds only in those states or juris-
dictions whose laws so permit, whether or not such permis-
sion 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 ac-
cordance with the terms and conditions of the then current
Prospectus of each Fund, and we shall make no representa-
tions 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 clients
shall we have any authority to act as agent for the Funds.
The clients in question are for all purposes our clients and
not your clients. However, you will be responsible for mai-
ling each Fund's then current Prospectus (not including the
related Statement of Additional Information) with the con-
firmations. You will clear transactions for each of our
clients only upon our authorization, it being understood in
all cases that (i) we are acting as agent for the client,
(ii) the transactions are without recourse against us by the
client, (iii) our client will have full beneficial ownership
of the shares, and (iv) each transaction is for the account
of the client and not for our account. We agree to be re-
sponsible 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 con-
ditions of this Agreement and all applicable laws and regu-
lations. 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 provi-
sions of this Agreement, which violation may result in lia-
bility to you and/or any Fund. All expenses which we incur
in connection with our activities under this Agreement will
be borne by us.
4. Payment for purchases by our clients 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 re-
sponsible 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 pur-
chase orders and payments received by us from our clients.
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5. We agree to make shares available to our clients only (a)
at the net asset value, (b) from you, and (c) to cover or-
ders already received from our clients. We shall not with-
hold placing with you orders received from our clients 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 deter-
mining the net asset value to our clients.
6. 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 perfor-
ming our services covered by this Agreement we are acting as
agent for our clients, 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 Agree-
ment shall be construed to constitute us or any of our a-
gents, employees or representatives as your agent, partner
or employee, or as the Funds' agent or employee.
7. 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 respon-
sibilities under sections (iv) and (v) of Paragraph 9 here-
under. 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 en-
tirely 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 mo-
dification, amendment, or cancellation, which shall become
effective on the date stated in such notice. Without limi-
ting 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. 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.
8. 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 suc-
cessor firm or corporation which becomes a principal under-
writer of the Funds.
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9. We agree that (i) each purchase order is on behalf of an
investment advisory client, (ii) the relationship between us
and the client was not formed solely for the purpose of pur-
chasing shares of any Fund at net asset value, (iii) the
shares purchased pursuant to such purchase order will not be
resold except by redemption, (iv) there is no charge rela-
ting to such purchase other than our normal service charge,
and (v) we may disclose the name of any Fund to the client
without your consent.
_________________________________
(name of investment adviser)
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__
