RULE 12b-1 RELATED AGREEMENT
This Agreement is made between the firm, company or entity executing
this Agreement (the "Company") and Mackenzie Investment Management Inc. ("MIMI")
for the mutual funds (referred to individually as a "Fund" and collectively as
the "Funds") for which MIMI serves as distributor of shares of beneficial
interest or capital stock ("Shares") and which have adopted a Rule 12b-1 Plan
("Plan") and approved this form of agreement pursuant to Rule 12b-1 under the
Investment Company Act of 1940. In consideration of the mutual covenants
hereinafter contained, it is hereby agreed by and between the parties hereto as
follows:
1. MIMI hereby appoints the Company to render or cause to be rendered
shareholder liaison services to the Funds and their shareholders.
2. The services to be provided under Paragraph 1 may include, but
are not limited to, the following:
(a) advising shareholders regarding the purchase, sale or
retention of shares of a Fund;
(b) answering routing inquiries concerning a Fund;
(c) providing shareholders with information regarding a
Fund and related developments; and
(d) other personal or account maintenance services provided to
shareholders of a Fund.
The services listed above are illustrative. The Company may at any time perform
either more or fewer shareholder liaison services than described above.
3. During the term of this Agreement, MIMI will pay the Company fees
for each Fund as set forth in a written schedule delivered to the Company
pursuant to this Agreement. MIMI's fee schedule for the Company may be changed
by MIMI sending a new fee schedule to the Company pursuant to paragraph 10 of
this Agreement. For the payment period in which this Agreement becomes effective
or terminates, there shall be an appropriate proration of the fee on the basis
of the number of days that the Rule 12b-1 Agreement is in effect during the
quarter.
4. The Company will not be or become a fiduciary, within the meaning of
Section 4975 of the Internal Revenue Code of 1986, as amended ("Code"), or
Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA") with respect to any retirement plan or employee benefit plan that is
subject to the prohibited transaction provisions of Code Section 4975 or ERISA
Section 406 if, as a result of its fiduciary status or its fiduciary activities,
its performance of shareholder liaison
services and/or receipt of compensation therefor pursuant to this agreement
could constitute a nonexempt prohibited transaction within the meaning of Code
Section 4975 or ERISA Section 406 or a violation of its fiduciary duties under
ERISA Section 404. The Company understands that for purposes of those sections,
a person is a fiduciary with respect to any such plan to the extent the person
exercises any discretionary authority or discretionary control with respect to
the plan or its assets, or who renders investment advice for a fee, direct or
indirect, or has any authority or responsibility to do so, or has any
discretionary authority or discretionary responsibility in the administration of
the plan.
5. The Company agrees to meet all disclosure and other regulatory
obligations imposed on it under federal and state securities laws in connection
with this Agreement, including any obligations to disclose to its clients that
fees will be paid to the Company under this Agreement with respect to client
assets invested in the Funds.
6. With respect to each Fund, this Agreement shall continue in effect
for one year from the date of its execution, and thereafter for successive
periods of one year if the form of this Agreement is approved at least annually
by the Directors or Trustees of the Fund, including a majority of the members of
the Board of Directors or Trustees of the Fund who are not interested persons of
the Fund and have no direct or indirect financial interest in the operation of
the Fund's Plan or in any related documents to the Plan ("Disinterested
Directors or Trustees") cast in person at a meeting called for that purpose.
7. Notwithstanding paragraph 6, this Agreement may be terminated as
follows:
(a) at any time, without the payment of any penalty, by
the vote of a majority of the Disinterested Directors
or Trustees of the Fund or by a vote of a majority of
the outstanding voting securities of the Fund as
defined in the Investment Company Act of 1940 on not
more than sixty (60) days' written notice to the
parties to this Agreement;
(b) automatically in the event of the Agreement's
assignment as defined in the Investment Company Act
of 1940 or upon the termination of the "Distribution
Agreement" between the Fund and MIMI; and
(c) by either party to the Agreement without cause by
giving the other party at least sixty (60) days'
written notice of its intention to terminate.
8. The termination of this Agreement with respect to any one Fund will
not cause the Agreement's termination with respect to any other Fund.
9. This Agreement supersedes any prior service agreements between the
parties for the Funds.
10. This Agreement may be amended by MIMI from time to time by the
following procedure. MIMI will mail a copy of the amendment to the Company's
address, as shown below. If the Company does not object to the amendment within
thirty (30) days after its receipt, the amendment will become part of the
Agreement. The Company's objection must be in writing and be received by MIMI
within such thirty (30) days.
11. This Agreement shall be construed in accordance with the Laws of
the State of Florida.
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[Company]
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Address
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City State Zip Code
Dated: ___________________ By: _______________________________
Authorized Signature
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Title
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Print Name and Authorized Signature
MACKENZIE INVESTMENT
MANAGEMENT INC.
Via Xxxxxx Financial Plaza
000 Xxxxx Xxxxxxx Xxxxxxx
Xxxx Xxxxx, Xxxxxxx 00000
By:________________________________
Xxxxxxx X. Xxxxxx, President
[Name of Fund]
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EXHIBIT A to 12b-1 Related Agreement with
Mackenzie Investment Management Inc. ("MIMI")
Portfolios
MIMI will pay shareholder liaison services fees for the following
portfolios (the "Funds") effective as of the dates set forth below:
Name Date
[Portfolio names] [Effective dates]
Shareholder Liaison Services
1. During the term of this Agreement, MIMI will pay the Company a
quarterly fee in respect of each Fund. This fee will be computed at the annual
rate of 0.25% of the average net asset value of Shares held during the quarter
in accounts for which the Company provides services under this Agreement, (i) so
long as the average net asset value of Shares in each Fund during the quarter
equals or exceeds such minimum amount as MIMI shall from time to time determine
and communicate in writing to the Company, and (ii) only with respect to the
Shares in an account in a Fund that have been outstanding for a minimum holding
period as MIMI shall from time to time determine and communicate in writing to
the Company.
2. For the quarterly period in which the Agreement becomes effective or
terminates, there shall be an appropriate proration of any fee payable on the
basis of the number of days that the Agreement is in effect during the quarter.
