EXHIBIT (E)(2)
EXHIBIT 1
INCOME ACHIEVERS, INC.
0000 XXXXXXXXXXXX XXXX, XXXXX 000
XXXXXXXX XXXXXXX, XXXXXXXX 00000
DEALER AGREEMENT
Gentlemen:
As principal underwriter for shares of the Series of the investment
company (the "FUND") listed on Exhibit A, (as from time to time may be revised
by us), we offer to sell to you shares of the Series of the Fund (THE "SHARES")
on the following terms:
1. In all sales of Shares of each Series of the Fund to the public you
shall act as dealer for your own account, and in no transaction shall you have
any authority to act as agent for the Fund or for us.
2. Orders received from you will be accepted by us only at the public
offering price applicable to each order, except for transactions to which a
reduced offering price applies as provided in the then current Prospectus (which
term shall include herein the Statement of Additional Information) of the Fund.
The minimum dollar purchase of Shares of each Series of the Fund by any investor
shall be the applicable minimum amount described in the then current Fund
Prospectus, and no order for less than such amount will be accepted hereunder.
The public offering price shall be the net asset value per Share plus a sales
charge, if any, applicable to the transaction expressed as a percentage of the
applicable public offering price, as determined and effective as of the time
specified in the then current Fund Prospectus. The procedures relating to the
handling of orders and payment therefor shall be subject to any instructions
that we shall forward from time to time to you. All orders are subject to
acceptance or rejection by us in our sole discretion.
3. As of the date of this Agreement or the effective date of any
amendments hereto, the sales charge applicable to any sale by you of Shares of a
Series of the Fund covered by this Agreement and the dealer concession or
commission applicable to any offer from you for the purchase of Shares of such
Series of the Fund accepted by us shall be the percentage of the applicable
public offering price set forth in the current Prospectus of the Fund. You may
be deemed to be an underwriter in connection with sales by you of Shares of the
Fund where you receive all or substantially all of the sales charge as set forth
in the Fund's Prospectus, and therefore you may be subject to applicable
provisions of the Securities Act of 1933.
Reduced sales charges or no sales charges may apply to certain
transactions under letter of intent, combined purchases or investments,
reinvestment of dividends and distributions, repurchase privileges or other
programs, as described in the then current Fund Prospectus. You agree to advise
us promptly as to the amounts of any sales made by you to the public qualifying
for any reduced sales charges.
4. 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: (a) to cover orders already received by you from your customers or (b) for
your own bona fide investment. If you purchase Shares from your customers, you
agree to pay such customers not less than the applicable redemption price as
established by the then current Fund Prospectus. We, in turn, agree that we will
not purchase any securities from the Fund except for the purpose of covering
purchase orders which we have already received or for bona fide investment
purposes.
5. You shall sell Shares only: (a) to customers at the applicable
public offering price, and (b) to us as agent for the Fund at the redemption
price. In such a sale to us, you may act either as principal for your own
account or as agent for your customer. If you act as principal for your own
account in purchasing Shares for resale to us, you agree to pay your customer
not less than the price which you receive from us. If you act as agent for your
customer in selling Shares to us, you agree not to charge your customer more
than a fair commission for handling the transaction.
6. You shall not withhold placing with us orders received from your
customers so as to profit yourself as a result of such withholding; E.G., by a
change in the net asset value from that used in determining the public offering
price to your customers.
7. You hereby certify that all of your customers' taxpayer
identification numbers ("TIN") or social security numbers ("SSN") furnished to
us by you are correct and that you will not open an account without providing
the customer's TIN or SSN unless otherwise approved by us.
8. We will not accept from you any conditional orders for Shares.
9. If any Shares sold to you under the terms of this Agreement are
redeemed by the Fund or repurchased by us as agent for the Fund, or are tendered
for redemption, within seven business days after the date of our confirmation of
the original purchase by you, it is agreed that you shall forfeit your right to
any dealer concession or commission received by you on such Shares.
We will notify you of any such repurchase or redemption within ten
business days from the date on which the repurchase or redemption order in
proper form is delivered to us or to the Fund, and you shall forthwith refund to
us the full concession allowed to you on such sale. We agree, in the event of
any such repurchase or redemption, to refund to the Fund our share of the
concession allowed to us and upon receipt from you of the refund of the
concession allowed to you, to pay such refund forthwith to the Fund.
10. Payment for Shares by you shall be made on or before the settlement
date specified in our confirmation, at the Fund's transfer agent, at the address
specified in the Fund's Prospectus, and by check payable to the order of the
Fund Series, which reserves the right to delay issuance or transfer of Shares
until such check has cleared. If such payment is not received by us, we reserve
the right, without notice, forthwith either to cancel the sale, or, at our
option, to sell the Shares ordered back to the Fund, and in either case, we may
hold you responsible for any loss, including loss of profit, suffered by us or
by the Fund resulting from your failure to make payment as aforesaid.
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11. Shares sold hereunder shall be available in book-entry form on the
books of the Fund's transfer agent, unless the Trustees permit certificates to
be issued. If no open account registration or transfer instructions are received
by the Fund's transfer agent within 20 days after payment by you for Shares sold
to you, an open account for such Shares will be established in your name. You
agree to hold harmless and indemnify us, the transfer agent, and the Fund for
any loss or expenses resulting from such open account registration of such
Shares.
12. No person is authorized to make any representations concerning
Shares of a Fund Series except those contained in the then current Fund
Prospectus and in sales literature issued by us supplemental to such Prospectus.
In purchasing Shares from us, you shall rely solely on the representations
contained in such Prospectus and in such sales literature. We will furnish
additional copies of the current Prospectus and such sales literature and other
releases and information issued by us in reasonable quantities upon request. You
further agree that you will not offer or sell any Shares of a Fund Series except
under circumstances that will result in compliance with the applicable Federal
and state securities laws and that in connection with sales and offers to sell
Shares you will furnish to each person to whom any such sale or offer is made a
copy of the then current Prospectus for the Fund (as amended or supplemented)
and will not furnish to any persons any information relating to Shares which is
inconsistent in any respect with the information contained in the then current
Prospectus or cause any advertisement to be published in any newspaper or posted
in any public place without our consent and the consent of the Fund.
13. All sales will be made subject to our receipt of Shares from the
Fund. The Fund reserves the right in its discretion and we reserve the right in
our discretion, without notice, to suspend sales or withdraw the offering of
Fund Shares entirely, to change the concession or any other amounts payable
hereunder. We reserve the right, without notice, to amend, modify, change or
cancel this Agreement.
14. This Agreement shall replace any prior agreement with respect to
the Fund between us and is conditioned upon your representation and warranty
that you are a member in good standing of the National Association of Securities
Dealers, Inc., or, in the alternative, that you are a foreign dealer, not
eligible for membership in that association. You agree to abide by the Rules and
Regulations of the National Association of Securities Dealers, Inc., including
Rule 2830 of its Conduct Rules, and all applicable state and Federal laws, rules
and regulations.
You will not offer Shares of any Series of the Fund for sale in any
state where they are not qualified for sale under the Blue Sky Laws and
regulations of such state or where you are not qualified to act as a dealer,
except for states in which they are exempt from qualification.
In the event that you offer Shares of any Series of the Fund for sale
outside the United States, you agree to comply with the applicable laws, rules
and regulations of the foreign government having jurisdiction over such sales,
including any regulations of the United States military authorities applicable
to solicitations to military personnel.
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15. You shall provide such office space and equipment, telephone
facilities, personnel and literature distribution as is necessary or appropriate
for providing information and services to your customers. Such services and
assistance may include, but not be limited to, establishment and maintenance of
shareholder accounts and records, processing purchase and redemption
transactions, answering routine inquiries regarding the Fund, and such other
services as may be agreed upon from time to time and as may be permitted by
applicable statute, rule, or regulation. You shall perform these services in
good faith and with reasonable care. You shall immediately inform the Fund or us
of all written complaints received by you from Fund shareholders relating to the
maintenance of their accounts and shall promptly answer all such complaints.
16. All communications to us should be sent to the above address. Any
notice to you shall be duly given if mailed or telegraphed to you at the address
specified by you below. This Agreement shall be effective when accepted by you
below and shall be construed under the laws of the State of Illinois. This
Agreement is subject to the Prospectus of the Fund from time to time in effect,
and, in the event of a conflict, the terms of the Prospectus shall control. Any
changes, modifications or additions reflected in the Prospectus shall be
effective on the date of such Prospectus (or supplement thereto) unless
specified otherwise.
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INCOME ACHIEVERS, INC.
By ________________________________
(Authorized Signature)
ACCEPTED:
-----------------------------------
(Dealer's Name)
-----------------------------------
(Street Address)
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(City) (State) (Zip)
By________________________________
(Authorized Signature of Dealer)
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EXHIBIT A
Islamia Group of Funds and its Series-- Islamia Income Fund.
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