Exhibit 6(b)
IDEX FUND InterSecurities, Inc.
IDEX II SERIES FUND 000 Xxxxxxxx Xxxxxx
XXXX XXXXXXXXXX XXXX Xxxxx, XX 00000
Telephone: (000) 000-0000
Dated: __________________
Ladies and Gentlemen: PART I
IDEX FUND
DEALER'S SALES AGREEMENT
We have entered into an underwriting agreement with IDEX Fund (the
"Fund") whereby we will act as Principal Underwriter as defined in the
Investment Company Act of 1940, with the right to purchase shares of beneficial
interest of the Fund for sale of such shares to investors either directly or
indirectly through other broker-dealers. As Principal Underwriter, we offer to
sell to you shares of the Fund subject to the following conditions:
1. In all sales of shares to the public you shall act as dealer
for your own account.
2. On purchases of shares, you shall receive a discount amounting
to a percentage of the applicable public offering price as set
forth in the then current prospectus for the Fund. Such
payment shall be subject to all of the terms and conditions
relating thereto as set forth in the then current prospectus
for the Fund.
We shall pay to you an Administrative Services Fee, computed
on an annual basis and paid quarterly, in the amount of ten
basis points (1/10 of 1%) of the average daily aggregate value
(at net asset value) of shares of the Fund and IDEX Fund 3
held by your clients, provided that the average daily net
asset value of such shares held by your clients are at least
equal to $500,000 throughout each quarter. Payment of this
Administrative Services Fee or the terms thereof, may be
modified or terminated at any time.
3. You represent that you are, and at the time of purchasing any
shares of the Fund will be, a member in good standing of the
National Association of Securities Dealers, 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 of the Fund. 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 Prospectus of the
Fund. We in turn agree that we will not purchase any shares
from the 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 Fund or to any
dealer who is a member of the National Association of
Securities Dealers, Inc. at the redemption price in effect 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 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 stock transfer
stamps required on account of the sale by you, to Idex
Investor Services, Inc., X.X. Xxx 0000, Xxxxxxxxxx, XX
00000-0000, with your transfer instructions on the appropriate
copy of our confirmation of sale to you. If such payment is
not received by Idex Investor Services, Inc., 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
certificates will be issued unless specifically requested.
11. No person is authorized to make any representations concerning
shares of the Fund except those contained in the current
Prospectus for the Fund and in supplements thereto. In
purchasing shares from us you shall rely solely on the
representations contained in the Prospectus for the 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 may, from time to
time, request access to certain account information with
respect to the shares of the Fund (the "Account Information")
via downloading of such Account Information to an electronic
mailbox which will be accessed by the registered
representative through his or her personal computer. The
Account Information will be accessed by the registered
representative via software purchased from an outside vendor
to whom the Fund provides access to the Account Information.
In exchange for the cooperation of the Fund and of
InterSecurities, Inc. in providing access to the Account
Information for the convenience of the registered
representatives, you agree that it is your sole responsibility
to oversee and supervise your registered representatives in
the 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 all
NASD, SEC and other regulations are fully complied with by the
registered representatives in connection with the utilization
of and preparation of any written or oral material from the
Account Information. You shall fully indemnify and hold
harmless the undersigned and the Fund from any and all claims
made against them by any party with respect to your registered
representatives' 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 Fair Practice of
the National Association of Securities Dealers, Inc. ("NASD
Rules"). Specifically, and without limiting the foregoing, we
both hereby agree that sales of the shares shall be effected
in accordance with Section 2 and Section 26 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 telegraphed
to you at your address specified below. This agreement shall
be construed in accordance with the laws of Florida.
17. 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 to which 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 Fund, 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 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
IDEX II SERIES FUND
DEALER'S SALES AGREEMENT
We have entered into an underwriting agreement with IDEX II Series Fund
(the "IDEX II Fund") whereby we will act as Principal Underwriter as defined in
the Investment Company Act of 1940, with the right to purchase shares of
beneficial interest of the IDEX II Fund for sale of such shares to investors
either directly or indirectly through other broker-dealers. As Principal
Underwriter, we offer to sell to you the various series and classes of shares of
the IDEX II Fund (the "Fund") representing the various Portfolios of the IDEX II
Fund (each Portfolio and class thereof referred to individually as a "Portfolio"
or "Class", as applicable, and collectively, the "Portfolios" or "Classes", as
applicable), subject to the following conditions:
18. In all sales of shares to the public you shall act as dealer
for your own account.
19. On purchases of Class A Portfolio shares, you shall receive a
discount amounting to a percentage of the applicable public
offering price, as set forth in the then current prospectus
for the Portfolio. On purchases of Class B Portfolio shares,
you shall receive a commission amounting to a percentage of
the net asset value, as set forth in the then current
prospectus for the Portfolio. Such payment shall be subject to
all of the terms and conditions relating thereto as set forth
in the then current prospectus for the Class A and Class B
shares of the Portfolio. In addition to the discount or
commission payable to you pursuant to this Section 2: (a) for
your distribution, marketing and/or administrative services in
the promotion and sale of Portfolio shares, we shall,
providing this Agreement is in force, pay to you a fee as to
each Class of shares of a Portfolio sold by you, computed on
an annual basis and paid quarterly, to the extent and in the
amount such fee, if any, is set forth in the then current
prospectus for the applicable Class of the Portfolio based on
a percentage of the average daily aggregate value (at net
asset value) of shares of the applicable Class of the
Portfolio held by your clients; and (b) for your personal
service and/or maintenance of shareholder accounts with
respect to your customers who own shares of a Portfolio, we
shall, providing this Agreement is in force, pay to you a fee
as to each Class of shares of a Portfolio computed on an
annual basis and paid quarterly, to the extent and in the
amount such fee, if any, is set forth in the then current
prospectus for the applicable Class of the Portfolio based on
a percentage of the average daily aggregate value (at net
asset value) of shares of the applicable Class of the
Portfolio held by your clients. Payment of these fees or the
terms thereof, may be modified or terminated by us at any
time.
20. You represent that you are, and at the time of purchasing any
shares of a Portfolio will be, a member in good standing of
the National Association of Securities Dealers, Inc.
- 2 -
21. 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 II Fund. 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.
22. 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 II
Fund. We in turn agree that we will not purchase any shares
from the IDEX II Fund except for the purpose of covering
purchase orders which we have already received.
23. You shall sell shares only (a) to customers at the public
offering price then in effect and (b) to the IDEX II Fund or
to any dealer who is a member of the National Association of
Securities Dealers, Inc. at the redemption price in effect
with respect to the particular shares on the date of sale.
24. Only unconditional orders for shares of a definite specified
price will be accepted.
25. If any shares sold to you under the terms of this agreement
are repurchased by the 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.
26. 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 stock transfer
stamps required on account of the sale by you, to Idex
Investor Services, Inc., P. O. Xxx 0000, Xxxxxxxxxx, XX
00000-0000, with your transfer instructions on the appropriate
copy of our confirmation of sale to you. If such payment is
not received by Idex Investor Services, Inc., we reserve the
right, without notice, forthwith to cancel the sale.
27. Promptly upon receipt of payment, shares sold to you shall be
deposited by us or our agent, Idex Investor Services, Inc. No
certificates will be issued unless specifically requested.
28. No person is authorized to make any representations concerning
shares of a Portfolio except those contained in the then
current Prospectus applicable to the particular shares of the
IDEX II 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
Fund and supplements thereto.
29. Additional copies of the current Prospectus and supplements
thereto and other literature will be supplied by us in
reasonable quantities upon request.
30. Certain of your registered representatives may, from time to
time, request access to certain account information with
respect to the shares of the Fund (the "Account Information")
via downloading of such Account Information to an electronic
mailbox which will be accessed by the registered
representative through his or her personal computer. The
Account Information will be accessed by the registered
representative via software purchased from an outside vendor
to whom the Fund provides access to the Account Information.
In exchange for the cooperation of the Fund and of
InterSecurities, Inc. in providing access to the Account
Information for the convenience of the registered
representatives, you agree that it is your sole responsibility
to oversee and supervise your registered representatives in
the 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 all
NASD, SEC and other regulations are fully complied with by the
registered representatives in connection with the utilization
of and preparation of any written or oral material from, the
Account Information. You shall fully indemnify and hold
harmless the undersigned and the Fund from any and all claims
made against them by any party with respect to your registered
representatives' use of such Account Information.
31. 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.
32. We both hereby agree to abide by the NASD Rules. Specifically,
and without limiting the foregoing, we both hereby agree that
sales of the shares of each Portfolio, and each Class thereof,
shall be effected in accordance with Section 2 and Section 26
of the NASD Rules, as interpreted by the NASD.
33. 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 your address specified below. This agreement shall
be construed in accordance with the laws of Florida.
34. 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 Portfolio of the
IDEX II Fund and to include such Sales Compliance Policies in
your internal guidelines for sales compliance.
- 3 -
35. 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 Portfolios, 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 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 III
CASH EQUIVALENT FUND
SALES AGREEMENT
We have entered into a Services Agreement (the "KFS Agreement") with
Xxxxxx Financial Services, Inc. ("KFS"), 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
KFS 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:
36. 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 KFS, for
InterSecurities, Inc., or for any representative or
agent of such parties.
(c) All orders shall be subject to acceptance or
rejection by KFS in its sole discretion, and will be
accepted by KFS 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. KFS 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 KFS 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 KFS as agent for CEF, at the
price currently quoted by or for CEF.
(e) You will purchase shares from KFS only to cover
purchase orders already received from your clients or
for your own bona fide investment.
(f) You will not withhold placing with KFS 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 KFS of
shares from CEF.
37. 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 KFS.
38. 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 National Association of Securities Dealers,
Inc.
39. AGREEMENTS OF INTERSECURITIES, INC.
(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 KFS 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 KFS.
(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.
- 4 -
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.
40. REPORTS. You shall prepare such reports as we may request in
order to comply with our reporting obligations to KFS.
41. DOWNLOADING OF ACCOUNT INFORMATION. Certain of your registered
representatives may, from time to time, request access to
certain account information with respect to the CEF shares
(the "Account Information") via downloading of such Account
Information to an electronic mailbox which will be accessed by
the registered representative through his or her personal
computer. The Account Information will be accessed by the
registered representative via software purchased from an
outside vendor to whom access to the Account Information is
provided. In exchange for the cooperation of the IDEX Group of
Funds and of InterSecurities, Inc. in providing access to the
Account Information for the convenience of the registered
representatives, you agree that it is your sole responsibility
to oversee and supervise your registered representatives in
the 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 all
NASD, SEC and other regulations are fully complied with by the
registered representatives in connection with the utilization
of and preparation of any written or oral material from, the
Account Information. You shall fully indemnify and hold
harmless the undersigned and the IDEX Group of Funds from any
and all claims made against them by any party with respect to
your registered representatives' use of such Account
Information.
42. 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 KFS Agreement.
It may be terminated at any time by us or you on thirty (30)
days written notice.
43. 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,
InterSecurities, Inc.
By:_______________________________________
Registered Principal
The undersigned hereby accepts and agrees to the terms of this Agreement.
Firm Name: _______________________________
By: ______________________________________
Authorized Securities Principal
Name: ____________________________________
Title: ___________________________________
Address: _________________________________
_________________________________
Telephone: _______________________________
Federal Tax I.D.: ________________________
NASD CRD No.: ____________________________
(RETAIN A COPY AND RETURN THE ORIGINAL)
- 5 -
APPENDIX A
TO
IDEX II SERIES FUND
DEALER'S SALES AGREEMENT
SALES COMPLIANCE POLICIES RELATING TO THE
MULTIPLE CLASS DISTRIBUTION SYSTEM
Effective October 1, 1995, each portfolio of IDEX II Series Fund (each
a "Portfolio" and collectively, the "Portfolios"), plans to offer three classes
of shares as follows:
Class A shares are ordinarily purchased with a front-end sales load and
are currently subject to an annual 12b-1 fee of up to .35% of the
average daily net assets of that Portfolio's Class A shares.
Class B shares are purchased with no front-end sales charge and are
currently subject to an annual 12b-1 fee of 1.00% of the average daily
net assets of that Portfolio's Class B shares. Class B shares are also
subject to a contingent deferred sales charge at a declining rate,
payable upon redemption of the shares during the first six years after
purchase. Class B shares automatically convert to Class A shares eight
years after purchase.
Class C shares are purchased with no front-end sales charge and are
currently subject to an annual 12b-1 fee of up to .90% (.60% for the
Tax-Exempt Portfolio) of the average daily net assets of that
Portfolio's Class C shares.
To assist investors in selecting the method of investing that best
meets their needs and to ensure proper supervision of mutual fund purchase
recommendations, we request that your internal guidelines include the following
policies:
(1) Any purchases of Portfolio shares for less than $500,000 may
be of shares either 1)subject to a front-end sales charge and
an ongoing 12b-1 fee of up to .35% of the average daily net
assets of those shares (Class A Shares); 2) subject to an
ongoing 12b-1 fee of 1.00% of the average daily net assets of
those shares, a contingent deferred sales charge on the lesser
of the original purchase price or redemption proceeds at a
declining rate for the six years following purchase as
follows: 5% during the first year, 4% during the second year,
3% during the third year, 2% during the fourth year, 1% during
the fifth and sixth years, and 0% after the sixth year, and
automatic conversion to Class A shares eight years after
purchase (Class B Shares); or 3) subject to no front-end sales
charge and a 12b-1 fee of up to .90% (.60% for the Tax-Exempt
Portfolio) of the average daily net assets of those shares
(Class C Shares).
(2) Any purchases of Portfolio shares for $500,000 or more but
less than $1,000,000 may be of shares either 1) subject to a
front-end sales charge and an ongoing 12b-1 fee of up to .35%
of the average daily net assets of those shares (Class A
shares); or 2) subject to no front-end sales charge and a
higher 12b-1 fee (Class C shares). Purchases of $500,000 or
more for Class B shares will be declined.
(3) Sales personnel should determine which class of shares best
meets the investor's needs based on the relevant facts and
circumstances, including, but not limited to:
(a) the specific dollar amount of the purchase;
(b) the length of time the investor expects to hold
his or her shares;
(c) any other relevant circumstances, such as the
availability of sales charge waivers or reductions
on Class A and Class B shares;
(d) the availability of breakpoints for reduced sales
loads on Class A shares; and
(e) sales of shares of each Portfolio, and each Class
thereof, shall be effected in accordance with
Section 2 and Section 26 of the NASD Rules, as
interpreted by the NASD.
(4) Any purchase of Portfolio shares for $1,000,000 or more
normally should be for Class A shares because such a purchase
will not be subject to a front-end sales charge and will have
lower ongoing 12b-1 fees than those imposed on Class B or
Class C shares.
(5) Investors who are eligible for a complete waiver of the
front-end sales charge on Class A shares normally should
purchase Class A shares because the ongoing 12b-1 fees of such
shares are lower than those of Class B or Class C shares.
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 Portfolio shares over time. For example,
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 shares which would be subject to payment of a higher ongoing 12b-1
fee.
Alternatively, an investor whose purchase of Portfolio 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
- 1 -
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 "Summary of
Expenses," "Alternative Purchase Arrangements," "How to Purchase Shares" and
"Investment Advisory and Other Services" in the prospectus for the respective
Portfolio.
The above policies go into effect October 1, 1995, and are reflected in
a revised prospectus for the Portfolios. These policies are in addition to, and
not intended to override, any other of your internal policies.
- 2 -
