THE WWW FUNDS [LOGO] FUND DISTRIBUTOR:
INTERACTIVE PLANNING CORP.
000 XXXXXXXXXX XXXXX, XXXXX 00X
XXXXXXXXX, XXXXXXXX 00000
TOLL FREE AT: (000) 000-0000
IN KENTUCKY: (000) 000-0000
000 Xxxxxxxxxx Xxxxx, Xxxxx 00X XXXXXX XXXXX XXXXXXXXX
Xxxxxxxxx, XX 00000 Class A, B & C & Y Shares
000-000-0000
For the purpose of the distribution of shares (the "Shares") of one or more
series of funds of THE WWW FUNDS, (the "Funds"), a registered investment
company, this non-exclusive Agreement is made as of this __________ day of
__________ 200__ between the Interactive Planning Corp, (the "Distributor"), or
"us," or "We," and "You," _________________________________, (the "Dealer"), a
member who represents that they are in good standing of the National Association
of Securities Dealers, Inc. ("NASD"), or a foreign dealer that agrees to abide
by all the rules and regulations of the NASD for the purposes of this Agreement.
In consideration of the mutual covenants stated below, both parties hereby agree
as follows:
1. Dealer agrees to sell Shares (Classes A, B, C, & Y) only at the
public offering price of such Shares (the net asset value of the
Shares plus any sales charge applicable to such Shares (the "Sales
Charge"), as determined in accordance with the then effective
Prospectus or Statement of Additional Information used in connection
with the offer and sale of Shares (collectively, the "Prospectus"),
which public offering price may reflect scheduled variations in, or
the elimination of, the Sales Charge on sales of the Funds' Shares
either generally to the public or in connection with special purchase
plans, as described in the Prospectus. You agree to apply any
scheduled variation in, or elimination of, the Sales Charge uniformly
to all offerees in the class specified in the Prospectus.
2. You agree to purchase Shares (Classes A, B, C & Y) only through us or
from your customers and only for the purpose of covering purchase
orders already received from customers or for the Dealer's own bona
fide investment. You agree not to purchase Shares for any other
securities dealers unless you have an agreement with such other
dealer or broker to handle clearing arrangements and then only in the
ordinary course of business for such purpose, and only if such other
dealer, or you, have executed a Dealer Sales Agreement with the
Distributor. You also agree not to withhold any customer order so as
to profit therefrom.
3. The procedures relating to the handling of orders shall be subject to
instructions that we will forward from time to time to all authorized
dealers who have entered into a Dealer Sales Agreement. The minimum
initial order shall be specified in the Funds' then current
Prospectus(es). All purchase orders are subject to receipt and
acceptance by us. We reserve the right of sole discretion to reject
any order.
4. With respect to the Funds, the Shares of which are indicated in that
Fund's Prospectus as being sold with a Sales Charge (the "Load
Funds"), the Dealer will be allowed the concessions from the public
offering price and may receive a 12b-1 fee and/or other servicing fee
as disclosed in the Funds' Prospectus and/or periodic instructions
from us. With respect to the Funds, the Shares of which are indicated
in that Fund's Prospectus as being sold with a contingent deferred
sales charge (the "CDSC Funds"), the Dealer will be paid a commission
and may receive a 12b-1 fee and/or other servicing fee as disclosed
in the CDSC Fund's Prospectus and/or periodic instructions from us.
With respect to the Funds, or the Money Market Account, whose Shares
are indicated as being sold without a Sales Charge or a contingent
THE WWW FUNDS
DEALER SALES AGREEMENT
Page 1
deferred sales charge pursuant to a qualified waiver, the Dealer may
charge a reasonable administrative fee and may receive a 12b-1 fee
and/or other servicing fee as disclosed in the Funds' Prospectus
and/or periodic instructions from us. For the purposes of this
Agreement the term Dealer Commission means commissions or concessions
allowed and payable to Dealers as disclosed to you by Schedule or in
the Funds' Prospectus, and the terms "Sales Charge" and "Dealer
Commission" apply only to the Load Funds and the CDSC Funds. All
Dealer Commissions, 12b-1 fees and other service fees are subject to
a change without notice by us and will comply with any changes in
regulatory requirements. You agree you will not combine orders to
reach breakpoints in commissions for any purpose whatsoever unless
authorized by the Prospectus or by us in writing.
5. You agree that all transactions in Shares of the Funds will be
limited to (a) the purchase of Shares from the Funds for resale to
the Dealer's customers at the public offering price then in effect or
for the Dealer's own bona fide investment, (b) exchanges of Shares
between Funds, as permitted by the Funds' then current registration
statement (which includes the Prospectus) and in accordance with
procedures as may be modified by us from time to time, and (c)
transactions involving the redemption or repurchase of Shares by a
Fund as an accommodation to shareholders. Redemptions by a Fund and
repurchases by us will be effected in the manner and upon the terms
described in the Prospectus. To facilitate prompt payment following a
redemption or repurchase of Shares, the owner's signature shall
appear as registered on the Fund's records and it may be required to
be guaranteed by a trust company, commercial bank or member of a
national stock exchange.
6. Sales and exchanges of Shares may only be made in those states and
jurisdictions where the Shares are registered or qualified for sale
to the public. We agree to advise the Dealer currently of the
identity of those states and jurisdictions in which the Shares are
registered or qualified for sale, and the Dealer agrees to indemnify
us and the Funds for any claim, liability, expense or loss in any way
arising out of a sale of Shares in any state or jurisdiction in which
such Shares are not so registered or qualified.
7. We shall accept orders only on the basis of the then current offering
price. You agree to place orders in respect of Shares immediately
upon the receipt of orders from your customers for the same number of
Shares. Orders that you receive from your customers shall be deemed
to be placed with the Funds' when received by the Funds' Transfer
Agent. Orders which you receive prior to the close of business, as
defined in the Prospectus, and placed with the Funds within the time
frame set forth in the Prospectus shall be priced at the offering
price next computed after they are received. We will not accept a
conditional order from any Dealer on any basis. All orders shall be
subject to confirmation and acceptance by the Funds' Transfer Agent.
8. Dealer's customer will be entitled to a reduction in the Sales Charge
on purchases made under a Volume Purchase, Letter of Intent (LOI) or
Right of Accumulation described in the Prospectus. To implement these
reductions, we must be notified by you not later than when a sale
takes place which qualifies for the reduced charge or discount. In
such case the Dealer Commission will be based upon such reduced Sales
Charge; however, in case, of a LOI signed by your customer, an
adjustment to a higher Dealer Commission will thereafter be made to
reflect actual purchases by the Dealer's customer if s/he should fail
to fulfill his LOI. If the Dealer fails to so advise the Funds'
Transfer Agent of a reduction or discount due a customer, the Dealer
will be liable to the Distributor for the return of any Dealer
Commission plus interest thereon at the current NY Prime Lending Rate
plus 1%.
9. The Dealer agrees not to sell or offer Shares of any Fund except in
compliance with all applicable state and federal laws, and to abide
by the Conduct Rules of the NASD and all other federal and state
rules and regulations that are now or may become applicable to
transactions hereunder. You agree that neither the Funds, the
Transfer Agent, nor the Distributor are responsible for your sales
practices, including, but not limited to, determining customer
entitlements for sales charge reductions and breakpoints as well as
determining whether any shares are suitable for you and your
customers.
10. If you are a member in good standing with the NASD and this Agreement
has been terminated, we will continue to make payments to you based
upon sales of Fund shares purchased by you that were consummated
prior to such termination. The Dealer's expulsion from the NASD will
THE WWW FUNDS
DEALER SALES AGREEMENT
Page 2
automatically terminate this Agreement without notice and we will no
longer make payments to you. The Dealer's suspension from the NASD or
a violation by you of applicable state and federal laws and rules and
regulations of authorized regulatory agencies will terminate this
Agreement effective upon notice received by the Dealer from us or the
Funds. After the earlier of your ceasing to be a member in good
standing or the termination of this Agreement, neither the Funds nor
the Distributor shall be obligated to accept instructions from you,
or any employees or representatives, regarding accounts or any
transactions thereon. Immediately, thereafter you will instruct
customers to call the Funds directly at 0-000-000-0000 and if shares
are beneficially owned in an omnibus account for your customers, you
shall provide to the Fund's Transfer Agent the details by customer
including: name, address and telephone number as well as transaction
history and number of shares currently owned. You will promptly
notify us of any pending or threatened action or proceeding by the
NASD, or other SRO bearing on your membership with the NASD, your
registration to offer securities in any state, and of any suspension
or termination of such membership or registration. In the event that
you violate any of your obligations under this Agreement, we may, in
our sole discretion, cease paying you any or all amounts to which you
would otherwise be entitled under this Agreement. You shall return to
us, upon our demand of you, all such portion of any payments we
identify to you as having been made by us to you after any such
violation.
11. In the event of a dispute, such dispute will be settled by
arbitration before arbitrators sitting in Lexington, Kentucky in
accordance with the NASD's Code of Arbitration Procedure in effect at
the time of the dispute. The arbitrators will act by majority
decision and their award may allocate attorney's fees and arbitration
costs between the parties. Their award will be final and binding upon
the parties, and such award may be entered as a judgment in any court
of competent jurisdiction.
12. Settlement will be made only upon receipt by the Funds' Transfer
Agent or Custodian of payment in the form of federal funds for wire
orders and/or customer check for direct business. If payment is not
so received at the offices of the Fund's Transfer Agent, on or before
the settlement date established in accordance with Rule 15c6-1 under
the Securities Exchange Act of 1934, we and the Funds reserve the
right to cancel the sale or, at our option, to sell the Shares to the
Funds at the then prevailing net asset value. In this event, or in
the event that the Dealer cancels the trade for any reason, or in the
event that the Funds reverse an order for any reason, the Dealer
agrees to be responsible for any loss resulting to the Funds from
such actions. The Dealer shall not be entitled to any gains generated
thereby.
13. If any Shares of any of the Load Funds or CDSC Fund's sold by you
under the terms of this Agreement are redeemed by the Fund or are
repurchased for the account of the Funds or are tendered to the Funds
for redemption or repurchase within seven (7) business days after the
date of the Fund's confirmation to the Dealer of the original
purchase order therefore, you agree to pay forthwith to the Funds the
full amount of the Dealer Commission allowed to the Dealer on the
original sale. We shall also pay to the Fund the amount of our share
of the Sales Charges on the original sale of such Shares.
14. The Dealer is herewith authorized to contract the Funds' Transfer
Agent directly to purchase, exchange, and redeem Shares of the Funds.
Any order placed by the Dealer for the repurchase of Shares of a Fund
is subject to the timely receipt by the Fund's Transfer Agent of all
required documents in good order. If such documents are not received
within a reasonable time after the order is placed, the order is
subject to cancellation or reversal by buyback, in which case the
Dealer agrees to be responsible for any loss resulting to the Funds
or to us from such actions.
15. We and/or The Funds reserve the right in our discretion without
notice to the Dealer to suspend sales or withdraw any offering of
Shares entirely, to change the offering prices as provided in the
Prospectus or, upon notice to the Dealer, to amend or cancel this
Agreement. The Dealer agrees that any order to purchase Shares of the
Funds placed by you after notice of any amendment to this Agreement
has been sent to the Dealer shall constitute the Dealer's agreement
to any such amendment.
16. In every transaction for shares of any Load Fund, we will act as
agent for the Fund and the Dealer will act as principal for its own
account. The Dealer has no authority whatsoever to act as agent for
the Funds, our agent, any other authorized Dealer or the Funds'
Transfer Agent and nothing in this Agreement shall serve to appoint
the Dealer as an agent of any of the foregoing in connection with
transactions with the Dealer's customers or otherwise.
THE WWW FUNDS
DEALER SALES AGREEMENT
Page 3
17. The Dealer shall indemnify us and the Funds from and against any and
all losses, damages, costs, charges, reasonable counsel fees,
payments, expenses and liability arising out of or attributable to
any action or failure or omission to act by Dealer or failure or
refusal by Dealer to abide by the terms of this Agreement. The
Distributor shall indemnify and hold the Dealer harmless from and
against any and all losses, damages, costs, charges, reasonable
counsel fees, payments, expenses and liability arising out of or
attributed to any action or failure or omission to act by us or
failure or refusal by the Distributor to abide by the terms of this
Agreement.
18. We will supply the Dealer with copies of the Prospectuses of the
Funds (including any amendments thereto) in reasonable quantities
upon request. The Dealer will provide all customers with a Prospectus
prior to or at the time such customer purchases Shares. The Dealer
will provide any customer who so requests a copy of the Statement of
Additional Information within the time dictated by regulatory
requirements, as they may be amended from time to time.
19. The Dealer shall be solely responsible for the accuracy, timeliness
and completeness of any orders transmitted by the Dealer on behalf of
its customers by mail, fax, wire or telephone for purchases,
exchanges or redemptions, and shall indemnify the Funds against any
claims by the Dealer's customers as a result of the Dealer's failure
to properly transmit their instructions.
20. You are not authorized to make any statement or representation
concerning shares of any Fund except those contained in the Funds'
currently applicable Prospectus or in currently applicable materials
issued by each Fund or by us as supplemental information thereto. No
advertising or sales literature, as such terms are defined by the
NASD, of any kind whatsoever will be used by the Dealer with respect
to the Funds or us unless first provided to you by us or the Funds or
unless the Dealer has obtained our prior written approval.
21. All expenses incurred in connection with the Dealer's activities
under this Agreement shall be borne by the Dealer.
22. This Agreement shall not be assignable by the Dealer. Any notice to
the Dealer shall be duly given if mailed or telegraphed to the Dealer
at its address as registered from time to time with the NASD.
23. The parties to this Agreement acknowledge that they are financial
institutions subject to the USA Patriot Act of 2001 and the Bank
Secrecy Act (collectively, the "AML Acts"), which require among other
things, that financial institutions adopt compliance programs to
guard against money laundering. The parties further acknowledge that
they are in compliance and will continue to comply with the AML Acts
and applicable AML rules of self-regulatory organizations, including
Rule 3011 of the National Association of Securities Dealers, Inc., in
all relevant respects. Dealer agrees to cooperate with Distributor to
satisfy Distributor's AML due diligence policies, which may include
annual AML compliance certifications, periodic AML due diligence
reviews and/or other requests deemed necessary to ensure Dealer
compliance with the AML regulations. Additionally, the Dealer
confirms that the Funds for which the Dealer places orders on our
behalf are also beneficiaries of this Agreement and therefore are
relying upon your compliance with your AML program and any and all
laws and regulations applicable to you in the execution of orders for
the Funds.
24. The parties to this Agreement acknowledge that they are subject to
the Gramm Xxxxx Xxxxxx Act mandating privacy of customer information
and agree that when collecting and using information about the
customer that they will take measures to safeguard that information.
The Distributor acknowledges that it may obtain non-public personal
information about the Dealer's Customers by information received from
the direct application business, or Fund Serve Networked orders, or
other forms transmitted and exchanged between the parties and that it
will not use or disclose any nonpublic personal information about the
customer to anyone, except as needed in the ordinary course of doing
business with the Transfer Agent, and otherwise, only with the
Dealers's written consent or as provided herein subject to Sections
10 and 23 above.
THE WWW FUNDS
DEALER SALES AGREEMENT
Page 4
25. Either party to may terminate this Agreement upon written notice to
the other. This Agreement shall be governed by the Laws of the
Commonwealth of Kentucky and the parties hereto accept its
jurisdiction of law as evidenced by their signatures affixed hereto:
For the Distributor
Interactive Planning Corp_____________ Date: ___________________
By: X _________________________________
Signature
Xxxxxxxx X. Xxxx, President
Print Name & Title
The undersigned accepts the Distributor's invitation to become an authorized
Dealer and agrees to abide by the foregoing terms and conditions.
The undersigned Dealer acknowledges the receipt of Prospectuses for use in
connection with offers and sales of The WWW Funds.
For the Dealer
_________________________________ Date: ___________________
Name of Dealer
By: X _________________________________
Signature
---------------------------------
Print Name
---------------------------------
Title
---------------------------------
Dealer's Name
---------------------------------
Dealer's CRD Number
---------------------------------
Address
---------------------------------
Address
---------------------------------
City State Zip
THE WWW FUNDS
DEALER SALES AGREEMENT
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