[DRAFT 11/15/94]
[BHC Securities, Inc. letterhead]
[Date], 199[]
Aquila Distributors, Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, X.X. 10017
DISTRIBUTION ASSISTANCE AGREEMENT
Gentlemen:
We understand that [Name of Portfolio] (the "Trust"), a
series of Cash Assets Trust, a Massachusetts business trust (the
"Business Trust"), for which you act as principle underwriter, has
amended its plan (as amended, the "Plan") pursuant to Rule 12b-1
under the Investment Company Act of 1940, as amended (the "Act"),
to provide for the making of distribution assistance payments by
the Trust to selected brokers and other persons providing
distribution assistance with respect to the "Service Class" of
shares of the Trust ("Service Shares"). We have been furnished a
copy of the Plan and understand that this letter may be deemed to
be a "Distributor's Plan Agreement" as defined in the Plan. Except
as otherwise indicated, all capitalized terms in this letter have
the same meaning as in the Plan.
We intend to act as clearing broker for the Bank of
Hawaii and Bancorp Investment Group with respect to their Qualified
Holdings of Service Shares and may in the future wish to act in
such role for other financial institutions. Accordingly, we desire
to enter into a general agreement with you concerning the sale of
Service Shares and the provision of services to holders of those
shares. Upon acceptance of this Agreement by you, we understand
that we may offer and sell Service Shares, 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 Service Shares will be sold at
the net asset value next determined after 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 or the Trust, 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. We agree to abide by all the rules
and regulations of the NASD which are binding upon underwriters and
brokers in the distribution of securities of open-end investment
companies, including without limitation Section 26 of 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 Service Shares 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 Service Shares only in
accordance with the terms and conditions of the Trust's then
current Prospectus and Statement of Additional Information, and we
shall make no representations not included in those documents 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 and such
violation 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 assistance
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 agree, subject to change by you as provided in
paragraph 5, that we shall (a) maintain and service accounts with
respect to Qualified Holdings ("Qualified Accounts"), (b)
centralize the purchases and sales of Service Shares to permit bulk
wires and other expedited processing, (c) assist the Trust in
soliciting proxies, and (d) be paid pursuant to paragraph 5. We
also agree to provide Qualified Accounts with other shareholder
services, which may include but are not limited to answering
customer inquiries regarding account status and history, and the
manner in which purchases and redemptions of Service Shares 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 the
shareholders of the Trust; and providing such other related
services as may reasonably be requested from time to time.
5. You shall appoint us a Designated Payee under the
Plan. You shall make Trust's Permitted Payments to us pursuant to
the Plan at the rate and on the terms specified in such written
notice as you may provide to us. It is understood that we shall
reallow a portion of such Trust's Permitted Payments to each of the
Bank of Hawaii and Bancorp Investment Group with respect to
Qualified Holdings of theirs for which we have acted as clearing
broker. We understand that, although the Trust's Permitted Payments
cannot exceed the applicable limit specified in the Plan, 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 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 payment by the Trust. Such 30-day
period may be waived at your sole option in the event such change
increases the assistance payments to us. We understand that you may
pay the Trust's Permitted Payments yourself or pay them through a
paying agent.
6. Payments for Service 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 the Trust and you reserve the right, without
notice, forthwith to cancel the transaction, or, at its or your
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 the Trust or you resulting
from our failure to make payment for the shares.
7. Your obligations to us under this Agreement are
subject to all provisions of any Distribution Agreement which you
have entered into or may enter into. We agree that in performing
our services covered by this Agreement we are acting solely as
agent for our customer, 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 Plan
shall be construed to constitute us or any of our agents,
employees, or representatives as the agents, partners or employees
of you or the Trust.
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 assistance
payments or which you may reasonably require in order to perform
your duties under the Plan. 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 principal underwriter
of the Trust.
10. This Agreement may be terminated by either party
without penalty on at least 30 days' written notice to the other
party at its principal place of business. You may also terminate
this Agreement for cause on violation by us of any provisions 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 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.
11. This Agreement become will effective on the date when
it is executed and dated by you below.
12. 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.
BHC SECURITIES, INC.
By: ___________________________
___________________________
(name/title of officer)
Accepted:
AQUILA DISTRIBUTORS, INC.
By: ___________________________
___________________________
(name/title of officer)
Dated:__________________________
