MASTER ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT made as of the ___ day of June, 1999, by Mackenzie Solutions
(the "Trust") and Mackenzie Investment Management Inc. ("MIMI").
WHEREAS, the Trust is an open-end investment company organized as a
Massachusetts business trust and consists of one or more separate investment
portfolios (the "Funds") as may be established and designated from time to time;
WHEREAS, the Trust desires certain administrative services of MIMI with
respect to such Funds as shall be designated in supplements to this Agreement as
further agreed between the Trust and MIMI; and
WHEREAS, MIMI has developed the capability to provide certain of the
administrative services required by the Funds.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties agree as follows:
1. Appointment. The Trust hereby appoints MIMI to provide the
administrative services specified in this Agreement with regard to such Funds as
shall be designated in supplements to this Agreement, and MIMI hereby accepts
such appointment.
2. Administrative Services.
(a) MIMI shall at its expense provide such of the following
administrative services as are required by the Funds:
(i) maintaining the registration or
qualification of the Funds and their
shares under state "Blue Sky" or
securities laws and regulations,
provided that the Funds shall pay all
related filing fees and registration or
qualification fees;
(ii) soliciting and gathering shareholder proxies;
(iii) preparing the Funds' U.S. Federal, state
and local income tax returns, provided
that the Funds shall pay all charges for
services and expenses of the Funds'
independent accountants in reviewing
such returns;
(iv) preparing the financial information for
the Funds' prospectuses, statements of
additional information and periodic
reports to shareholders, provided that
the Funds shall pay all charges for
services and expenses of the Funds'
independent accountants;
(v) preparing the semi-annual report on Form
N-SAR or on such other substitute form
as the Securities and Exchange
Commission (the "SEC") from time to time
may prescribe under Section 30(b) of the
Investment Company Act of 1940, as
amended (the "1940 Act");
(vi) assisting the Funds' legal counsel with
the preparation and filing with the SEC
of the Funds' registration statement
(including prospectuses and statements
of additional information), and any
amendments or supplements that may be
made from time to time, and with the
preparation and filing with the SEC of
notices and proxy materials for meetings
of shareholders;
(vii) setting in type the Funds' prospectuses,
periodic reports to shareholders and
proxy materials; and
(viii) providing executive, clerical and
secretarial personnel competent to carry
out the above responsibilities.
(b) MIMI shall provide such other services required by the Funds as the
parties from time to time may agree in writing are appropriate to be provided
under this Agreement. In the event that MIMI provides any services to the Funds
or pays or assumes any expenses of the Funds which MIMI is not obligated to
provide, pay or assume under this Agreement, MIMI shall not be obligated hereby
to provide the same or any similar services to the Funds or to pay or assume the
same or any similar expenses of the Funds in the future; provided, that nothing
herein contained shall be deemed to relieve MIMI of any obligations to the Funds
under any separate agreement or arrangement between the parties.
3. Standard of Care. MIMI shall give the Funds the benefit of MIMI's
best judgment and efforts in rendering the Funds' administrative services
pursuant to paragraph 2 of this Agreement. As an inducement to MIMI's
undertaking to render these services, the Funds agree that MIMI shall not be
liable under this Agreement for any mistake in judgment or in any other event
whatsoever except for lack of good faith, provided that nothing in this
Agreement shall be deemed to protect or purport to protect MIMI against any
liability to the Funds or their shareholders to which MIMI would otherwise be
subject by reason of willful misfeasance, bad faith or gross negligence in the
performance of MIMI's duties under this Agreement or by reason of MIMI's
reckless disregard of its obligations and duties hereunder.
4. Consideration. MIMI shall render the services described in paragraph
2 of this Agreement in consideration of the Trust's appointment of MIMI's
affiliate, Xxx Xxxxxxxxx Services Corp., as transfer agent for the Funds.
5. Records. All records required to be maintained and preserved by the
Funds pursuant to the provisions or rules or regulations of the SEC under
Section 31(a) of the 1940 Act and maintained and preserved by MIMI on behalf of
the Funds, including any such records maintained by MIMI in connection with the
performance of its obligations hereunder, are the property of the Funds and
shall be surrendered by MIMI promptly on request by the Funds; provided, that
MIMI at its own expense may make and retain copies of any such records.
6. Software and Related Materials. All computer programs, written
procedures, and similar items developed or acquired and used by MIMI in
performing its obligations under this Agreement shall be the property of MIMI,
and the Funds will not acquire any ownership interest therein or property rights
with respect thereto.
7. Services to Other Clients. Nothing herein contained shall limit the
freedom of MIMI or any affiliated person of MIMI to render services of the types
contemplated hereby to other persons, firms or corporations, including but not
limited to other investment companies, or to engage in other business
activities.
8. Term. The term of this Agreement shall begin on the date first set
forth above, and unless sooner terminated as hereinafter provided, this
Agreement shall remain in effect for a period of two years from that date.
Thereafter, this Agreement shall continue in effect with respect to a Fund from
year to year, subject to the termination provisions and all other terms and
conditions hereof; provided, that such continuance with respect to that Fund is
approved at least annually by the Trust's Board of Trustees, including the vote
or written consent of a majority of the Trust's trustees who are not interested
persons of MIMI or the Trust (the "Independent Trustees"). MIMI shall furnish to
the Funds, promptly upon their request, such information (including MIMI's costs
of delivering the services provided to the Fund hereunder) as may reasonably be
necessary to enable the Trust's Board of Trustees to evaluate the terms of this
Agreement or any extension, renewal or amendment hereof. MIMI shall permit the
Funds and their accountants, counsel or other representatives to review its
books and records relating to the services provided hereunder at reasonable
intervals during normal business hours upon reasonable notice requesting such
review.
9. Assignment. This Agreement may not be assigned by MIMI, and MIMI may
not assign or transfer any interest hereunder, voluntarily, by operation of law
or otherwise, without the prior written consent of the Funds. Any consent by the
Funds to any assignment hereof or assignment or transfer of any interest
hereunder by MIMI shall not be effective unless and until authorized by the
Trust's Board of Trustees, including the vote or written consent of a majority
of the Trust's Independent Trustees.
10. Termination of Agreement. This Agreement may be terminated with
respect to a Fund, without the payment of any penalty, by MIMI upon at least
sixty (60) days' prior written notice to the Trust, or by a Fund upon at least
sixty (60) days' prior written notice to MIMI; provided, that in the case of
termination by a Fund, such action shall have been authorized by the Trust's
Board of Trustees, including the vote or written consent of a majority of the
Trust' Independent Trustees. This Agreement shall automatically and immediately
terminate in the event of its assignment by MIMI, or MIMI's assignment or
transfer of any interest hereunder, without the prior written consent of the
Funds as provided in paragraph 9 hereof.
11. Interpretation and Definition of Terms. Any question or
interpretation of any term or provision of this Agreement having a counterpart
in or otherwise derived from a term or provision of the 1940 Act shall be
resolved by reference to such term or provision of the 1940 Act and to
interpretation thereof, if any. Specifically, the terms "interested persons,"
"assignment" and "affiliated person," as used in this Agreement, shall have the
meanings assigned to them by Section 2(a) of the 1940 Act.
12. Miscellaneous.
(a) This Agreement shall be construed in accordance with the
laws of the State of Florida, provided that nothing herein shall be construed in
a manner inconsistent with the 1940 Act.
(b) The captions in this Agreement are included for
convenience of reference only and in no way define or delineate any of the
provisions hereof or otherwise affect their construction or effect.
(c) The Trust's Agreement and Declaration of Trust has been
filed with the Secretary of State of the Commonwealth of Massachusetts. The
obligations of the Trust are not personally binding upon, nor shall resort be
had to the private property of, any of the trustees, shareholders, officers,
employees or agents of the Trust, but only the Trust's property shall be bound.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first above written.
MACKENZIE SOLUTIONS
By:
Xxxxx X. Xxxxxxx, President
MACKENZIE INVESTMENT MANAGEMENT INC.
By:
Xxxxxxx X. Xxxxxx, President
