EXHIBIT 23 (E) (1)
DEALER 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)
FORM OF
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, L and M fund shares, you shall
receive a commission amounting to a percentage of the net
asset value of the fund.
(c) On purchases of Class A, B, L, 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 C and M fund shares, which are paid monthly).
(d) On purchases of Class A, B, L, 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 C and 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. We will accept orders received from you 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 that 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 that 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 our agent, Idex Investor Services, Inc or us. We
will issue no share certificates.
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. You acknowledge that we may provide you (including your
registered representatives and employees) with information,
including, but not limited to, certain Account Information
(as that term is defined in the
Agreement), that is "non-public personal information"
("Protected Information") under Section 248.3(t) of
Securities and Exchange Commission Regulation SP ("Reg. SP"),
in connection with the services you provide under the
Agreement. You acknowledge and agree that you are prohibited
from disclosing or using Protected Information except in the
ordinary course of business as necessary to carry out the
terms of the Agreement and in compliance with (and not in
violation of) Reg. SP, including, but not limited to, Section
248.11 of Reg. SP, and other applicable federal and state
laws and regulations regarding privacy of consumer
information.
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 Reg. SP 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.
Pursuant to the USA Patriots Act, you acknowledge that your
firm has procedures in place that provide satisfactory
evidence of the identity of any party on whose behalf you may
act, and such information has been recorded and maintained by
your firm.
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 telefaxed
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 IDEX
Mutual Funds 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 IDEX Mutual
Funds 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.
Very truly yours,
AFSG Securities Corporation
Signed:_______________________________
Name:_________________________________
Title:________________________________
The undersigned hereby accepts and agrees to the terms of this Agreement:
Firm Name:__________________________________
Signed:_____________________________________
Authorized Securities Principal
Name:________________________________________
Title: ____________________________________ Phone #:_______________________
Address: ____________________________________ Fax #:_________________________
____________________________________________ Federal Tax I.D.:______________
_____________________________________________ NASD CRD #:____________________
(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 five classes of shares (IDEX Janus Growth offers six classes),
subject to the current prospectus and Statement of Additional Information, as
follows:
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CLASS OF SHARES
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CLASS A CLASS B CLASS L CLASS C CLASS M CLASS T
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A front end sales charge per the Z (1) N/A N/A N/A Z Z
current prospectus/SAI
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A Contingent Deferred Sales Charge Z (2) Z (3) Z (4) N/A Z (5) N/A
(CDSC)
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Rule 12b-1 fee annual rate charged 0.35% 1.00% 1.00% 0.90%(6) N/A
on average daily net assets
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Annual dealer compensation rate 0.25% 0.25% 1.00% 0.25% N/A
(of the 12b-1 fee) starting in starting in
13th month 13th month
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Convert to A shares after: N/A 8 years N/A 10 years N/A
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Maximum purchase amount N/A $250,000 N/A $1,000,000 N/A
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(1) Excluding purchases of IDEX Transamerica Money Market, other than
purchases in conjunction with IDEX Protected Principal Stock.
(2) 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.
(3) 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.
(4) Purchases of Class L Shares are subject to a 2% CDSC if redeemed
during the first 12 months of purchase, and 1% if redeemed during the
second 12 months.
(5) For shares purchased on or after March 1, 1999, redemptions of such
shares within 18 months after purchase are subject to a 1% CDSC.
(6) 0.60% 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.
CLASS C AND CLASS M SHARES ARE AVAILABLE FOR SALE ONLY TO EXISTING CLASS C AND
CLASS M SHAREHOLDERS (WHO OWNED THOSE SHARES AS OF NOVEMBER 8, 2002). CLASS C
AND CLASS M 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 or Class L 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,
Class L 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 or Class L 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. For more details, see 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.
