U.S. Securities & Exchange Commission
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U.S. Securities and Exchange Commission


Securities and Exchange Commission,






Civil Action No.303 CV 2912D


Plaintiff Securities and Exchange Commission ("Commission"), and defendant Mutuals.com, Connely Dowd Management, Inc., MTT Fundcorp Inc., Richard Sapio, Eric McDonald and Michele Leftwich ("Mutuals.com"), by and through their counsel of record, hereby agree and stipulate to the Court's entry of the following Order in the above-captioned matter, subject to the Court's approval: IT IS HEREBY ORDERED THAT:

1. Ralph S. Janvey, Esq., of Dallas, Texas, is hereby appointed Special Monitor for Mutuals.com, and shall have the authority to perform the activities described herein.

2. The Special Monitor shall immediately conduct a comprehensive review of Mutuals.com's supervisory, compliance, and other policies and procedures designed to prevent and detect breaches of any fiduciary duty owed by Mutuals.com to its advisory clients and brokerage customers and violations of the federal securities law by Mutuals.com and its employees. This review shall include, but is not limited to, a review of Mutuals.com's policies, practices, procedures and controls with respect to market timing and late trading across all areas of its business.

3. The Special Monitor shall promptly review the disposition or transaction of any assets or securities managed by Mutuals.com and any of its affiliates, including but not limited to any assets or securities in any mutual fund within the 1-800-MUTUALS Advisers Series funds, to ensure that the disposition or transaction of any assets or securities are consistent with fund, client or customer objectives and direction and to ensure full compliance with the federal securities laws.

4. The Special Monitor shall review any and all public reports, disclosure documents and correspondence (including electronic transmissions) sent to or received from any advisory client or brokerage customer of Mutuals.com, the Commission, any state regulatory agency, any regulated entity and/or any self regulatory entity as the Special Monitor deems appropriate.

5. The Special Monitor shall have complete access to the files, books, records, shareholder lists, client and customer lists and account statements, financial and accounting documents, computer disks, personnel and other informational resources ("informational resources") of Mutuals.com and its affiliates to perform the duties authorized herein. Mutuals.com shall cooperate fully with the Special Monitor and shall provide the Special Monitor access to its informational resources as necessary.

6. Mutuals.com, its officers, agents, accountants, employees, and attorneys, and those persons in active concert or participation with them, and each of them, who receive actual notice of this Order by personal service or otherwise, shall not destroy, mutilate, conceal, alter or dispose of any item (including but not limited to books, records, documents, contracts, agreements, assignments, evidence of obligations or payments, press releases, public announcements, drafts of any of the foregoing, or any other item within their possession, custody or control) relating to, referring to or concerning any aspect of the business activities of Mutuals.com, including but not limited to the matters referred to in the Commission's Complaint filed herein.

7. The Special Monitor need not post a bond but is hereby ordered to well and faithfully perform the duties of such office and duly account for all monies, securities, and other properties which may come into his hands and abide by and perform all duties set forth in this order. Except for an act of gross negligence, the Special Monitor shall not be liable for any loss or damage incurred by Mutuals.com and their subsidiaries and affiliates, their officers, directors, agents and employees, and any other person, by reason of any act performed or omitted to be performed by the Special Monitor in connection with the discharge of his duties and responsibilities.

8. The Special Monitor shall promptly report to the Court any evidence or indication of a violation of this Order of which the Special Monitor becomes aware.

9. The Special Monitor's reasonable compensation and expenses shall be borne exclusively by Mutuals.com or its affiliates, and in no event shall the Special Monitor's compensation and expenses be borne by any customer or client of Mutuals.com or its affiliates.

10. This order and the appointment of the Special Monitor shall continue in full force until further notice from this Court.

Dated: December ___, 2003

United States District Judge

Consented to:

Spencer C. Barasch
Associate District Administrator
Securities and Exchange Commission
Fort Worth Office
801 Cherry Street, 19th Floor
Fort Worth, Texas 76102
(817) 978-6425

Stephen G. Topetzes
Kirkpatrick & Lockhart, LLP
1800 Massachusetts Ave., N.W., Suite 200
Washington, DC 20036
(202) 778-9328

Counsel for Defendant Mutuals.com, Inc.,
Connely Dowd Management, Inc., MTT Fundcorp Inc.,
Richard Sapio, Eric McDonald and Michele Leftwich



Modified: 12/4/2003