EXHIBIT 99.H.1
EXHIBIT 23(E)(1)
DEALER'S SALES AGREEMENT
IDEX MUTUAL FUNDS
AFSG Securities Corporation
000 Xxxxxxxx Xxxxxxx
Xx. Xxxxxxxxxx, XX 00000
Telephone: (727) 299 - 1800
Date:_________________________
Broker Dealer No:_______________
(we assign this to your firm)
DEALER SALES AGREEMENT
PART I
AFSG Securities Corporation (herein referred to as "AFSG" or "we" or "our" or
"us") is the Principal Underwriter for IDEX Mutual Funds (herein referred to as
"the Fund" or "Funds", including any class(es) of shares of any and all series
constituting the Fund), as defined in the Investment Company Act of 1940. As
such, we are authorized to purchase shares of beneficial interest of the Fund to
sell to investors either directly or indirectly through broker-dealers. We offer
to sell to you the various classes of shares of the series that comprise the
Fund subject to the following terms:
1. In all sales of shares to the public you shall act as dealer for your
own account.
2. (a) On purchases of Class A, M and T fund shares, you shall receive a
discount amounting to a percentage of the public offering price for the
fund.
(b) On purchases of Class B and M fund shares, you shall receive a
commission amounting to the percentage of the net asset value of the
fund.
(c) On purchases of Class A, B, C and M fund shares, you shall receive
a fee for your distribution, marketing and/or administrative services
in the promotion and sale of fund shares on a percentage of the average
daily aggregate value (at net asset value) of shares held by your
clients, computed on an annual basis and paid quarterly (with the
exception of Class M fund shares, which are paid monthly).
(d) On purchases of Class A, B, C and M shares, you shall receive a fee
for your personal service and/or maintenance of shareholder accounts on
a percentage of the average daily aggregate value (at net asset value)
of shares held by your clients, computed on an annual basis and paid
quarterly (with the exception of Class M fund shares, which are paid
monthly).
All compensation under section 2 of this agreement is as set forth in
the then current Fund prospectus and Statement of Additional
Information. Payment of these fees or the terms thereof, may be
modified or terminated by us at any time.
3. You represent that you are, and at the time of purchasing any shares of
a fund will be, a member in good standing of the National Association
of Securities Dealers, Inc. (the "NASD"), along with NASD Regulation,
Inc.
4. Orders received from you will be accepted by us only at the public
offering price applicable to each order as established by the then
current prospectus applicable to the particular shares of the IDEX
Fund, unless you submit an order at the net asset value price. The
procedure relating to handling orders shall be subject to instructions
which we shall forward to you from time to time. All orders are subject
to acceptance or rejection by us in our sole discretion.
5. You agree to purchase shares only from us or from your customers. If
you purchase shares from us, you agree that all such purchases shall be
made only to cover orders already received by you from your customers,
or for your own bona fide investment.
If you purchase shares from your customers, you agree to pay such
customers not less than the redemption price in effect on the date of
purchase, as defined in the then current prospectus applicable to the
particular shares of the IDEX Fund. We in turn agree that we will not
purchase any shares from the IDEX Fund except for the purpose of
covering purchase orders which we have already received.
6. You shall sell shares only (a) to customers at the public offering
price then in effect and (b) to the IDEX Fund or to any dealer who is a
member of the NASD at the redemption price in effect with respect to
the particular shares on the date of sale.
7. Only unconditional orders for shares of a definite specified price will
be accepted.
8. If any shares sold to you under the terms of this agreement are
repurchased by the IDEX Fund or are tendered for redemption within
seven business days after the date of confirmation, it is agreed that
you shall forfeit your right to any discount received by you on such
shares.
9. Remittance of the net amount due for shares purchased from us shall be
made payable to Idex Investor Services, Inc., Agent for the
Underwriter, promptly, but in no event later than the maximum amount of
time legally permissible after our confirmation of sale to you
(currently, three business days). Such payment should be sent, together
with any stock transfer stamps required on account of the sale by you,
to:
Idex Investor Services, Inc. Or by express mail to: Idex Investor Services, Inc.
P. O. Box 9015 000 Xxxxxxxx Xxxxxxx
Xxxxxxxxxx, XX 00000-0000 Xx. Xxxxxxxxxx, XX 00000
(000) 000-0000
Please include your transfer instructions on the appropriate copy of
our confirmation of sale to you. If Idex Investor Services, Inc. does
not receive such payment within the legally permissible time period, we
reserve the right, without notice, forthwith to cancel the sale.
10. Promptly upon receipt of payment, shares sold to you shall be deposited
by us or our agent, Idex Investor Services, Inc. No share certificates
will be issued by us.
11. No person is authorized to make any representations concerning shares
of a fund except those contained in the then current prospectus
applicable to the particular shares of the IDEX Fund and in supplements
thereto. In purchasing shares from us you shall rely solely on the
representations contained in the prospectus applicable to the
particular shares of the IDEX Fund and supplements thereto.
12. Additional copies of the current prospectus and supplements thereto and
other literature will be supplied by us in reasonable quantities upon
request.
13. Certain of your registered representatives or employees may, from time
to time, access certain customer account information with respect to
the shares of the Fund (the "Account Information") via means such as
(not limited to): verbal and written communications, technology
products such as automated telephone systems,
computer systems, Internet websites of the Fund or service companies
such as DST Vision, and down-loading of Account Information to
computers, files, mailboxes, etc.
In exchange for the cooperation of the Fund, AFSG, IDEX Investor
Services, Inc. or any other agents or service companies in providing
access to the Account Information for the convenience of the registered
representatives and service to mutual customers, you agree that it is
your sole responsibility to oversee and supervise your registered
representatives or employees in the access and utilization of such
Account Information, including verification of the accuracy of all
written material produced by a registered representative from the
Account Information. Further, you are solely responsible for ensuring
that your registered representatives or employees comply with all NASD,
SEC and other regulations in connection with the access and appropriate
utilization of and preparation of any written or oral material from,
the Account Information, including compliance with Regulation S-P and
the privacy policies of these parties in effect. You shall fully
indemnify and hold harmless the above named parties from any and all
claims made against them by any party with respect to your registered
representatives' or employees' access and use of such Account
Information.
14. We reserve the right in our discretion, without notice, to suspend
sales or withdraw the offering of shares entirely or to modify or
cancel this agreement.
15. We both hereby agree to abide by the rules of the NASD ("NASD Rules").
Specifically, and without limiting the foregoing, we both hereby agree
that sales of the shares of each fund, and each Class thereof, shall be
effected in accordance with Section 2310 and Section 2830 of the NASD
Rules, as interpreted by the NASD.
16. All communications to us should be sent to the above address. Any
notice to you shall be duly given if mailed or telecopied to you at
your address specified below. This agreement shall be construed in
accordance with the laws of Florida, without regard to the choice of
law principles thereof.
17. You agree to abide by the Sales Compliance Policies Relating to the
Multiple Class Distribution System, attached to this Agreement as
Appendix A, with respect to each fund of the IDEX Fund and to include
such Sales Compliance Policies in your internal guidelines for sales
compliance.
18. Your registered representatives may, from time to time, assist your
customers in determining and documenting such customers' eligibility
for reductions in, or waivers of, front end sales charges or contingent
deferred sales charges to which one or more Classes of shares may be
subject. You agree that it is your responsibility to oversee and
supervise the activities of your registered representatives in
connection with the sale and redemption of shares of the funds,
including verification of the eligibility of customers for reductions
in, or waivers of, sales charges to the extent that your registered
representatives assist customers in determining and documenting such
eligibility. You shall fully indemnify and hold harmless the
undersigned and the IDEX Fund from any and all losses sustained by them
as a result of any inaccurate, or incomplete, representations made by
your registered representatives or your customers in connection with
eligibility for reductions in, or waivers of, sales charges, if and to
the extent that you or your registered representatives knew, or should
have known, of such inaccuracies or omissions.
PART II
CASH EQUIVALENT FUND
SALES AGREEMENT
We have entered into a Services Agreement (the "Xxxxxx Agreement") with
Zurich Xxxxxx Investments, Inc. ("Xxxxxx"), the administrator, distributor and
principal underwriter for Cash Equivalent Fund ("CEF"), pursuant to which we
have agreed to sell shares of CEF and perform certain shareholder services and
provide certain facilities and equipment in connection with such services. The
Xxxxxx Agreement permits us to enter into agreements with other broker-dealers
pursuant to which such broker-dealers shall sell shares of CEF and we will
perform certain shareholder servicing functions with respect to CEF shares owned
by the clients of such broker-dealers. Accordingly, we agree as follows:
19. SALE OF CEF SHARES. You shall sell shares of CEF to the public in
accordance with the terms and conditions set forth in this Agreement:
(a) You shall offer and sell CEF shares only in states where they may
legally be sold.
(b) In all sales of CEF shares to the public, you shall act as dealer
for your own account, and you shall not have authority to act as
agent for CEF, for Xxxxxx, for AFSG, or for any representative or
agent of such parties.
(c) All orders shall be subject to acceptance or rejection by Xxxxxx
in its sole discretion, and will be accepted by Xxxxxx only at the
public offering price applicable to each order as established by
CEF's then current prospectus. You may offer and sell CEF shares
to your customers only at the public offering price, which is the
net asset value per share as described in CEF's prospectus. Xxxxxx
will not accept any conditional orders for shares. You shall place
orders for CEF shares in the manner set forth in CEF's prospectus.
(d) You shall purchase shares only from Xxxxxx or your client, and you
shall not purchase shares from your clients at a price lower than
that quoted by or for CEF. You may sell shares for the account of
your customer to CEF, or to Xxxxxx as agent for CEF, at the price
currently quoted by or for CEF.
(e) You will purchase shares from Xxxxxx only to cover purchase orders
already received from your clients or for your own bona fide
investment.
(f) You will not withhold placing with Xxxxxx orders received from
your clients so as to profit yourself as a result of such
withholding.
(g) All sales will be made subject to receipt by Xxxxxx of shares from
CEF.
20. UNAUTHORIZED REPRESENTATIONS. No person is authorized to make any
representations concerning shares of CEF except those contained in the
current prospectus of CEF and in supplemental printed information
subsequently issued by CEF or by Xxxxxx.
21. NASD MEMBERSHIP. You represent that you are, and at the time of
purchasing any shares of CEF will be, a member in good standing of the
NASD.
22. AGREEMENTS OF AFSG.
(a) We agree to supply you with such reasonable number of copies of
CEF's prospectus and sales literature as you may request.
(b) We shall perform the following services with respect to your
clients who
own CEF shares: answer routine client inquiries regarding CEF, assist
clients in changing dividend options, account designations and
addresses, and similar coordination of shareholder matters with Xxxxxx
and CEF, provided, however, that we may terminate such service at any
time upon written notice to you. In the event that we cease to perform
such services, those services will be performed directly by Xxxxxx.
(c) We shall pay you a fee after the end of each calendar quarter in
the amount of .10 of 1% of the average aggregate daily net asset
value of CEF shares owned by your clients. In computing your fee,
one-fourth of the applicable fee rate shall be applied to the
average aggregate daily net asset value of such CEF shares owned
by your clients for the quarter in question.
Each quarter's fee shall be determined independently of every other
quarter's fee. For the quarter in which this Agreement becomes
effective or terminates, there shall be an appropriate proration on the
basis of the number of days that the Agreement is in effect during that
quarter.
23. REPORTS. You shall prepare such reports as we may request in order to
comply with our reporting obligations to Xxxxxx.
24. ACCESS TO CUSTOMER ACCOUNT INFORMATION. Certain of your registered
representatives or employees may, from time to time, access certain
customer account information with respect to the shares of CEF (the
"Account Information") via many means such as (not limited to): verbal
and written communications, technology products such as automated
telephone systems, computer systems, Internet websites of the Fund or
service companies such as DST Vision, and down-loading of Account
Information to computers, files, mailboxes, etc.
In exchange for the cooperation of CEF, Xxxxxx, AFSG, IDEX Investor
Services, Inc. or any other agents or service companies in providing
access to the Account Information for the convenience of the registered
representatives and service to mutual customers, you agree that it is
your sole responsibility to oversee and supervise your registered
representatives or employees in the access and utilization of such
Account Information, including verification of the accuracy of all
written material produced by a registered representative from the
Account Information. Further, you are solely responsible for ensuring
that your registered representatives or employees comply with all NASD,
SEC and other regulations in connection with the access and appropriate
utilization of and preparation of any written or oral material from,
the Account Information, including compliance with Regulation S-P and
the privacy policies of these parties in effect. You shall fully
indemnify and hold harmless the above named parties from any and all
claims made against them by any party with respect to your registered
representatives' or employees' access and use of such Account
Information.
25. TERMS AND TERMINATION. This Agreement shall become effective on the
date hereof and continue in effect until terminated. This Agreement
shall automatically terminate in the event of its assignment and upon
any termination of the Xxxxxx Agreement. It may be terminated at any
time by us or you on thirty (30) days written notice.
26. NOTICES AND COMMUNICATIONS. All notices and communications to us should
by sent to the above address. Any notice to you shall be duly given if
mailed, hand delivered or telegraphed to the address specified below.
Very truly yours,
Signed: _________________________________
Name: _________________________________
Registered Principal
AFSG Securities Corporation
The undersigned hereby accepts and agrees to the terms of this Agreement.
Firm Name:________________________________________
Signed:___________________________________________
Authorized Securities Principal
Name:_____________________________________________
Title: _________________________________________
Address: _________________________________________
__________________________________________________
Telephone: _______________________________________
Federal Tax I.D.:_________________________________
NASD CRD No.:___________________________________
(RETAIN A COPY AND RETURN THE ORIGINAL)
APPENDIX A
TO
IDEX MUTUAL FUNDS
DEALER'S SALES AGREEMENT
SALES COMPLIANCE POLICIES RELATING TO THE
MULTIPLE CLASS DISTRIBUTION SYSTEM
Each fund of IDEX Mutual Funds (each a "fund" and collectively, the
"funds") offers four classes of shares (IDEX Janus Growth offers five classes),
subject to the current prospectus and Statement of Additional Information, as
follows:
&&&
---------------------------------------- ----------------------------------------------------------------------------------
CLASS OF SHARES
---------------------------------------- ---------------- ---------------- --------------- ---------------- ---------------
CLASS A CLASS B CLASS C CLASS M CLASS T
---------------------------------------- ---------------- ---------------- --------------- ---------------- ---------------
A front end sales charge per the /check xxxx/ N/A N/A /check xxxx/ /check xxxx/
current prospectus/SAI
---------------------------------------- ---------------- ---------------- --------------- ---------------- ---------------
A Contingent Deferred Sales Charge /check xxxx/* /check xxxx/ * N/A /check xxxx/*** N/A
(CDSC)
---------------------------------------- ---------------- ---------------- --------------- ---------------- ---------------
Rule 12b-1 fee annual rate charged 0.35% 1.00% 1.00% .90% **** N/A
on average daily net assets
---------------------------------------- ---------------- ---------------- --------------- ---------------- ---------------
Annual dealer compensation rate (of 0.25% 0.25% 1.00% 0.25% N/A
the 12b-1 fee) starting in starting in
13th month 13th month
---------------------------------------- ---------------- ---------------- --------------- ---------------- ---------------
Convert to A shares after: N/A 8 years N/A 10 years N/A
---------------------------------------- ---------------- ---------------- --------------- ---------------- ---------------
Maximum purchase amount N/A $250,000 N/A $1,000,000 N/A
---------------------------------------- ---------------- ---------------- --------------- ---------------- ---------------
* Only upon certain sales of $1 million or more. Such purchases involve a
commission as a percentage of the net asset value. Redemptions of such shares
within 24 months after purchase are subject to a 1% CDSC.
** CDSC assessed on the lesser of original purchase value or redemption value
proceeds at a declining rate for the six years following the purchase date as
follows: 5% in year 1; 4% in year 2; 3% in year 3; 2% in year 4; 1% in years 5
and 6; 0% after 6 years, automatic conversion to Class A shares after 8 years.
Certain redemptions are not subjected to a CDSC according to the then current
prospectus.
*** For shares purchased on or after March 1, 1999, redemptions of such shares
within 18 months after purchase are subject to a 1% CDSC.
**** .60% for IDEX Federated Tax Exempt.
IDEX JANUS GROWTH CLASS T SHARES ARE SUBJECT TO THE MAXIMUM INITIAL SALES
CHARGE (CURRENTLY 8.50%), BUT NO ANNUAL RULE 12B-1 FEES. CLASS T SHARES ARE
AVAILABLE FOR SALE ONLY TO EXISTING CLASS T SHAREHOLDERS (FORMER SHAREHOLDERS
OF IDEX FUND AND IDEX FUND 3). CLASS T SHARES ARE NOT OFFERED OR SOLD TO NEW
INVESTORS.
Investors should consider both ongoing annual expenses and front-end
and contingent deferred sales charges, if any, in estimating the costs of
investing in the respective classes of fund shares over time. For example, new
investors that qualify for a substantial reduction in a front-end sales charge
ordinarily should determine that a purchase of Class A shares, subject to lower
ongoing expenses, is preferable to a purchase of Class B shares which are
subject to higher ongoing 12b-1 fees and a contingent deferred sales charge or
of Class C and Class M shares which would be subject to payment of a higher
ongoing 12b-1 fee.
Alternatively, an investor whose purchase of fund shares would not
qualify for a reduction of the front-end sales charge, may wish to avoid the
sales charge and thus
initially invest all of his or her dollars in Class B or Class C shares. Such an
investor should consider how long he or she plans to hold such shares when
deciding which class of shares to purchase. Certain investors may elect to
purchase Class B shares if they determine it to be most advantageous to have all
their funds invested initially and intend to hold their shares for an extended
period of time. Investors in Class B shares should take into account whether
they intend to remain invested until the end of the conversion period and
thereby take advantage of the reduction in ongoing fees resulting from the
conversion into Class A shares. Other investors may elect to purchase Class C
shares if they determine that it is advantageous to have all their assets
invested initially and they are uncertain as to the length of time they intend
to hold their assets in the Fund. See especially the sections "Fees and
Expenses," "Shareholder Information - Opening an Account" and "Distribution
Arrangements-Distribution Plans" in the prospectus for the respective fund.
The above policies are reflected in a revised prospectus for the funds.
These policies are in addition to, and not intended to override, any other of
your internal policies.
