EXHIBIT e(2)
FORM OF
DEALER AGREEMENT
Xxx Xxxxxxxxx Distributors, Inc. ("IMDI"), is the Principal Underwriter for the
shares (the "Shares") of investment companies registered under the Investment
Company Act of 1940 (the "Act"). Each of the investment companies consists of
multiple funds (referred to individually as a "Fund" and collectively as the
"Funds") that represent "Ivy Funds" and "International Solutions." Subject to
the terms of this Agreement, we hereby offer to appoint you as a nonexclusive
distributor for the sale of shares of Ivy Funds and International Solutions for
which we are now, or for which we become, a principal underwriter in the
jurisdictions, in compliance with the applicable laws, in which you are
registered as a dealer, subject in all cases to the delivery preceding or
accompanying such sales of the currently effective U.S. prospectus.
SALE OF SHARES - Subject to applicable legal restrictions, you agree to use your
best efforts to solicit investors for orders to purchase the Shares. In all
sales of Shares made by you, you shall act as dealer with respect to investors
and in no transactions shall you have any authority to act as agent for any of
the Funds or for us, and nothing in this Agreement shall constitute either you
or us the agent of the other or shall constitute you or any of the Funds the
agent of the other.
No person is authorized to make any representation concerning any of the Funds
or the Shares except those contained in the then effective prospectuses and
statements of additional information ("Prospectuses"). In purchasing Shares from
us, you shall rely solely on the representations contained in the Prospectuses.
We shall provide you with copies of Prospectuses, reports to Shareholders and
available printed information in reasonable quantities upon request. You may
solicit orders for Shares only at prices calculated as described in the
Prospectuses.
ORDERS, CONFIRMATIONS AND PAYMENT FOR SHARES - Orders submitted by you shall be
accepted by us at the public offering price applicable to each order, except for
transactions at net asset value, determined as described in the applicable
Prospectus. The minimum dollars purchase of Shares of each Fund (including
Shares being acquired by your customers pursuant to the Exchange Privilege or
the Reinvestment Privilege as described in the Prospectus) shall be the
applicable minimum amounts described in the applicable Prospectus and no order
for less than such amounts will be accepted. The public offering price shall be
as specified in the then current applicable Prospectus. All orders are subject
to acceptance by us and we reserve the right in our sole discretion to reject
any order. We will not purchase Shares from the Funds except to cover purchase
orders already received by us from broker-dealers.
You may place orders by transmitting them to Xxx Xxxxxxxxx Services Corp. (the
"Transfer Agent") through the facilities of the National Securities Clearing
Corporation ("NSCC"). All orders placed with you before the close of business of
the New York Stock Exchange will be transmitted by you to the NSCC by the daily
cutoff time, (currently 7:00 p.m. Eastern time) on the same day. With respect to
these orders, you will furnish the investor's name, state or country of
residence, the gross amount of each order or the number of Shares being
purchased, and the Fund or Funds selected for investment.
Orders may also be placed by mail to the Transfer Agent at 000 Xxxxx Xxxxxxx
Xxxxxxx, Xxxxx 000, Xxxx Xxxxx, XX 00000, or by telephone, (000) 000-0000 or
(000) 000-0000. Shares purchased by mail will be held in escrow for 15 days.
With respect to telephone orders, you will notify us each day of orders prior to
the close of the New York Stock Exchange, furnishing the investor's name, state
or country of residence, the gross amount of each order or the number of Shares
being purchased, and the Fund or Funds selected for investment.
The Transfer Agent will mail you a confirmation for each order placed, showing
your name, the xxxxx amount of each order and the name of the Fund. You will
make payment to the Transfer Agent of the net amount, after deduction of your
concession, within three (3) business days of placing the order. If such payment
is not so received, we reserve the right, without notice, to cancel the sale,
and 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 such payment. After
receipt by the Transfer Agent of instructions for an order and payment, the
Transfer Agent will send a "Transaction Advice" to the investor, as well as a
duplicate copy of the transaction advice to you.
If any Shares sold under the terms of this Agreement are repurchased or redeemed
by the Fund within seven (7) business days after the date of our confirmation,
it is agreed that you shall forthwith refund to us the full concession and any
other fees specified in this Agreement received by you on such sale. Upon
receipt, we will remit your refund to the Fund(s). All sales are made subject to
receipt of Shares by us from the Fund. We reserve the right at our discretion,
without notice, to suspend the sale of Shares or withdraw the offering of Shares
entirely.
In the event you effect a telephonic redemption, or telephonic exchange of Fund
Shares for Shares of another Fund on behalf of your customer, you agree to
indemnify the Funds, us and the Transfer Agent for any loss, injury, damage,
expense or liability as a result of acting or relying upon your telephone
instructions and information.
This Agreement shall replace any prior agreement between us. Your first order
placed with us for the purchase of Shares will represent your acceptance of this
Agreement.
SALES CONCESSION - The sales charge applicable to any sale of Fund Shares by you
and the dealer concession applicable to any order from you for the purchase of
Fund Shares shall be as described in the Prospectus.
Individual purchases are considered to include single sales to "any person" as
defined in the Act and the rules and regulations thereunder. A scale of reduced
sales commissions and dealer concessions may be applied on a cumulative basis to
subsequent sales where the dollar amount of the subsequent sale, when added to
the value (calculated at current offering price) of any other Shares of the Fund
and/or Shares of the other Funds distributed by us (except the money market
fund) then owned by the investor, is sufficient to qualify for the reduced sales
charge. (See the Prospectus for details.)
You may be deemed to be an underwriter in connection with sales by you of Shares
of a Fund where you receive the entire sales charge as set forth in the
Prospectus, and therefore you may be subject to applicable provisions of the
Securities Act of 1933. The amount of the total sales commission or the dealer
concession or both may be changed at any time.
DISTRIBUTION SERVICES - Certain of the Funds (as well as certain classes
thereof) have adopted Distribution Plans pursuant to which IMDI, on behalf of
each such Fund, will pay a service fee and, in certain cases, a commission to
dealers in accordance with the provisions of such Funds' Distribution Plans. The
provisions and terms of the Funds' Distribution Plans are described in their
then current Prospectuses, and you hereby agree that we have made no
representations to you with respect to the Distribution Plans of such Funds in
addition to, or conflicting with, the description set forth in their then
current Prospectuses. The provisions of this paragraph may be terminated with
respect to any Fund in accordance with the provisions of Rule 12b-1 under the
Act and thereafter no such fee will be paid to you.
APPLICABLE LAWS AND PROCEDURES - This Agreement is conditioned upon your
representation and warranty that you are a member of the National Association of
Securities Dealers, Inc. ("NASD") or, in the alternative, that you are a foreign
dealer not eligible for membership in that Association. You and we agree to
abide by the rules and regulations of the NASD, including Rule 2830 of its
Conduct Rules, and all applicable state and Federal laws, rules and regulations,
as well as the rules and regulations of the government and all authorized
agencies having jurisdiction over the sales of shares made by you. You agree to
indemnify and hold the Funds, their investment advisors and us harmless from
loss or damage resulting from any failure on your part to comply with the
applicable laws.
The Funds generally maintain effective registrations in all of the United
States. If it is necessary to register or qualify the Shares in other
jurisdictions in which you intend to offer the Shares, it will be your
responsibility to arrange for and to pay the cost of such registration or
qualification; prior to any such registration or qualification, you will notify
us of your intent and of any limitations that might be imposed on the Funds, and
you agree not to proceed with such registration or qualification without the
written consent of the Funds and of us.
TAX REPORTING - IMDI and the Transfer Agent, on behalf of the Funds, will be
responsible for reporting dividends and distributions to registered owners of
the Shares. If you are a registered owner of Shares held in "street name," you
will be required to prepare and send to each beneficial owner of such Shares,
dividend and distribution reports relating to the Shares owned by such
beneficial owners.
RECORDS - You agree to maintain records of all sales of Shares made through you
and to furnish us with copies of each record on request.
TERMINATION - This agreement may be terminated by either party, at any time,
upon written notice. You agree (notwithstanding the provisions of the prior
sentence hereof) that this Agreement shall automatically terminate without
notice upon you: (a) filing of a petition in bankruptcy or a petition seeking
any reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief under any present or future bankruptcy,
reorganization, insolvency or similar statute, law or regulation; or (b) seeking
the appointment of any trustee, conservator, receiver, custodian or liquidator
for you or for all or substantially all of your properties. Likewise, you agree
(notwithstanding the first sentence of this TERMINATION section) that: (w) if a
proceeding is commenced against you seeking relief or an appointment of a type
described in the immediately preceding two sentences; or (x) if a trustee,
conservator, receiver, custodian or liquidator is appointed for you or for all
or substantially all of your properties; or (y) if an application for a
protective decree under the provisions of the Securities Investor Protection Act
of 1970 shall have been filed against you; or (z) if you are a registered
broker-dealer and (i) the Securities and Exchange Commission (the "SEC") shall
revoke or suspend your registration as a broker-dealer, (ii) any national
securities exchange or national securities association shall revoke or suspend
your membership, or (iii) under any applicable net capital rule of the SEC or of
any national securities exchange, your aggregate indebtedness shall exceed 1000%
of your net capital, this Agreement shall automatically terminate. You agree
that you will immediately advise us of any such proceeding, appointment,
application, revocation, suspension or indebtedness level. We reserve the right,
without notice, to amend or modify this Agreement.
NOTICES AND COMMUNICATIONS - All communications to us shall be sent to the
address listed on this document. Any notice to you shall be duly given if mailed
or telegraphed to you at the address set forth below (or such other addresses of
which you shall notify us in writing).
ACCEPTANCE AND ACKNOWLEDGMENT - By signing this Agreement, you hereby accept the
offers contained herewith and agree to abide by the foregoing terms and
conditions. The undersigned hereby acknowledges receipt of this Agreement.
Dealer: XXX
XXXXXXXXX DISTRIBUTORS, INC.
Address: By:
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Xxxxx X. Xxxxxxx, President
City/State/Zip:
Date: ________________________________
Phone:
By:
Signature of Principal
Name and Title of Principal (Please Print)
Date: ______________________________________
