A Colorado Distribution Agreement is a legal document that outlines the terms and conditions for the continuous offering of transferable shares of beneficial interest in a Trust. This agreement is particularly relevant for investment funds or real estate investment trusts (Rests) that operate in the state of Colorado. The purpose of a Colorado Distribution Agreement is to establish the framework through which the Trust can offer its shares to potential investors on an ongoing basis. It includes detailed provisions regarding the distribution process, marketing strategies, and compliance with securities regulations set by the Colorado Division of Securities. Some important aspects covered in a Colorado Distribution Agreement include: 1. Terms and Conditions: This section outlines the basic terms and conditions under which the Trust offers its shares for sale. It includes details about the nature of the Trust, the type of shares being offered, the pricing, and any limitations or restrictions on the sale of the shares. 2. Registration Requirements: The agreement provides information on the registration process for the offering of the Trust's shares. It defines the responsibilities of the Trust and its authorized representatives in ensuring compliance with the Colorado securities laws, including filing necessary documents with the regulatory authorities. 3. Marketing and Solicitation: The agreement addresses the marketing and solicitation activities undertaken by the Trust to attract potential investors. It may describe the permitted methods of communication, advertising guidelines, and any restrictions on promotional activities. Compliance with state-specific regulations governing securities promotion is crucial in this section. 4. Investor Protections: A Colorado Distribution Agreement typically includes provisions that protect the interests of investors. These provisions may involve disclosure requirements, such as providing an offering circular or prospectus to potential investors, ensuring the accuracy of information provided, and implementing anti-fraud measures. Types of Colorado Distribution Agreements regarding the continuous offering of the Trust's transferable shares of beneficial interest may vary based on the specific structure of the Trust or investment fund. Common variants include: 1. Fixed-Term Distribution Agreement: A distribution agreement with a fixed duration, specifying a predetermined timeframe for offering the Trust's shares before it expires. This allows the Trust to limit the continuous offering period. 2. Evergreen Distribution Agreement: This type of agreement has no fixed duration and allows for an indefinite offering period, subject to certain conditions. It provides flexibility for the Trust to continuously offer shares and attract investors over an extended period. 3. Limited Offering Distribution Agreement: This agreement limits the offering of the Trust's shares to a specific target audience, such as institutional investors or accredited individuals. It may have additional requirements for potential investors, ensuring compliance with applicable regulations and protecting the interests of the Trust and existing shareholders. In summary, a Colorado Distribution Agreement concerning the continuous offering of a Trust's transferable shares of beneficial interest establishes the framework for ongoing share sales, addressing registration, marketing, and investor protections. The specific type of agreement can vary depending on factors such as duration, target audience, and limitations on the offering.