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Exhibit 10.18
MACKENZIE
DEALER AGREEMENT
for the sale of Share of
THE MACKENZIE GROUP OF FUNDS
Greetings:
We are 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 is comprised of multiple funds (referred to
individually as a "Fund" and collectively as the "Funds") that represent "The
Mackenzie Group of Funds." Subject to the terms of this Agreement, we hereby
offer to appoint you as a non-exclusive distributor for the sale of Shares of
The Mackenzie Group of Funds for which we are now, or for which we become,
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.
SALES 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 the 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 dollar 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 the net
asset value per share plus any sales charge payable upon such purchase as
specified in the 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 the Transfer Agent through the
facilities of the National Securities Clearing Corporation ("NSCC"). All orders
placed with you before the close of business on the New York Stock Exchange will
be transmitted by you to the NSCC by the final p.m. 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 at the Transfer Agent, or by telephone, at our
office, 000 Xxxxx Xxxxxxx Xxxxxxx, Xxxxx 000, Xxxx Xxxxx, XX 00000. Phone: (407)
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, and the gross amount of each order or the
number of Shares being purchased.
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 five (5) 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 payment and instructions for an order, the
Transfer Agent will send a "Transaction Advice" to the investor, as well as
duplicate copies of the transaction advice to you.
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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 pay your refund to the Fund. All sales are made subject to
receipt of Share by us from the Fund. We reserve the right in 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 set forth in the Prospectus.
Individual purchases are considered to include single sales to "any person" as
from time to time 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 the value (calculated at current offering price) of any other
Shares of the Fund and/or Shares of the other Funds distributed by Mackenzie
Investment Management, Inc. (except the cash management Funds) 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 - To the extent that you provide distribution and
marketing services in the promotion of the sale of Shares of any Fund which has
adopted a Distribution Plan (as described in the Prospectus), including
furnishing services and assistance to your customers who invest in and own
Shares of any such Fund, we shall pay you a fee described in that Fund's
Prospectus on Fund Shares which are owned of record by your firm as nominee for
your customers or which are owned by those customers of your firm whose records,
as maintained by such Fund or its agent, designate your firm as the customer's
dealer of record.
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 - This Agreement is conditioned upon your representation and
warranty that you are a member of the National Association of Securities
Dealers, Inc. 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 National Association of Securities Dealers, Inc., including
Rule 26 of its Rules of Fair Practice, 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 ourselves.
TAX REPORTING - Mackenzie Investment Management Inc. 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 owner.
RECORDS - You agree to maintain records of all sales of Shared made through you
and to furnish us with copies of each record on request.
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TERMINATION - This agreement may be terminated by either of us, at any time,
upon written notice. 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).
The undersigned hereby accepts the offer contained in the above Agreement and
agrees to abide by the foregoing terms and conditions:
Dealer:
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Address:
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City/State/Zip:
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By:
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Signature of Principal
MACKENZIE INVESTMENT MANAGEMENT INC.
By:
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Name and Title of Principal
(Please Print)
Date: By: /s/
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Authorized Signature
Phone: Date:
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AMENDMENT TO DEALER AGREEMENT
THE MACKENZIE GROUP OF FUNDS
Gentlemen:
Effective January 1, 1992, Mackenzie Investment Management Inc. ("Mackenzie")
became Principal Distributor for the shares of Ivy Fund.
This is to inform you that the DEALER AGREEMENT between you firm and Mackenzie,
which provides for the sale of shares of Industrial Series Trust and the
Mackenzie Funds, Inc., is hereby amended so as to provide also for the sale of
shares of Ivy Fund.
The heading and introductory paragraph have been amended, as appropriate, to
include reference to sale of any shares for which Mackenzie Investment
Management Inc. is Principal Distributor.
The remaining provisions of the DEALER AGREEMENT remain unchanged. Your first
order placed with us for the purchase of shares of Ivy Fund will represent your
acceptance of this amendment.
MACKENZIE INVESTMENT
MANAGEMENT INC.
January 1, 1992 By: /s/ Xxxxxxx X. Xxxxxx
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TITLE: President
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AMENDMENT TO DEALER AGREEMENT
THE MACKENZIE GROUP OF FUNDS
April ____, 1993
In connection with the distribution by you of any shares of a Fund sold subject
to a contingent deferred sales charge, which may now or hereafter be offered by
us, the Dealer Agreement for The Mackenzie Group of Fund between you and
Mackenzie Investment Management Inc. is hereby amended and supplemented as
follows, effective immediately. In place of your signing and returning a
duplicate copy of this Amendment, we shall consider your first order on or after
April ___, 1993 as acceptance of the Agreement as amended.
1. The this sentence of the first paragraph under the caption "ORDERS,
CONFIRMATIONS AND PAYMENT FOR SHARES" in the Agreement is deleted and
replaced with the following sentence, "The public offering price shall
be as specified in the then current Fund Prospectus."
2. The first paragraph under the caption "DISTRIBUTION SERVICES" is
deleted and replaced with the following paragraph:
Certain of the Funds (as well as classes thereof) have adopted
Distribution Plans pursuant to which we, on behalf of each such Fund,
will pay a service fee and, in the case of Class B shares, a trail
commission to dealers in accordance wit 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 Plan of such Funds in addition to, or conflicting with,
the description set forth in their then current Prospectus.
4. With respect to Funds offering shares both subject to a front-end sales
charge ("Class A shares") and shares subject to a contingent deferred
sales charge ("Class B shares"), you shall conform to the compliance
standards attached hereto.
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The following is added after the first sentence of the section
captioned "TERMINATION":
You agree (notwithstanding the provisions of the prior sentence hereof)
that this Agreement shall automatically terminate without notice upon
your: (a) filing of a petition in bankruptcy or a petition seeking any
reorganization, arrangement composition, readjustment, liquidation,
dissolution or similar relied 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) the: (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.
