PURCHASE AGREEMENT
Purchase Agreement dated __________________, 1999 between Mackenzie
Solutions, a business trust organized under the laws of the State of
Massachusetts (the "Trust") on behalf of International Solutions I Conservative
Growth, International Solutions II - Balanced Growth, International Solutions
III - Moderate Growth, International Solutions IV - Long-Term Growth and
International Solutions V - Aggressive Growth (each a series of the Trust and
referred herein as a "Fund"), and Mackenzie Investment Management Inc. ("MIMI"),
a corporation organized under the laws of The Commonwealth of Massachusetts.
WHEREAS, the Trust is an investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Trust proposes to issue and sell shares of the Series'
beneficial interest, no par value per share, to the public pursuant to a
Registration Statement on Form N-1A (the "Registration Statement") filed with
the Securities and Exchange Commission; and
WHEREAS, Section 14(a) of the 1940 Act requires each registered
investment company to have a net worth of at least $100,000 before making a
public offering of its securities;
NOW, THEREFORE, the Trust and MIMI agree as follows:
1. The Trust on behalf of the Funds offers to sell to MIMI, and
MIMI agrees to purchase from each Fund, such number of shares
of beneficial interest in each of the five classes of shares
offered by the respective Fund (the "Shares") as specified in
the attached allocation schedule ("Schedule A"), on a date to
be specified by the Trust, prior to the effective date of the
Registration Statement.
2. MIMI represents and warrants to the Trust that MIMI is
acquiring the Shares for investment purposes only and not with
a view to resale or further distribution.
3. MIMI's right under this Purchase Agreement to purchase the Shares is not
assignable.
IN WITNESS WHEREOF, the Trust and MIMI have caused their duly
authorized officers to execute this Purchase Agreement as of the date first
above written.
MACKENZIE INVESTMENT MANAGEMENT INC.
By: ___________________________________
Xxxxxxx X. Xxxxxx, President
MACKENZIE SOLUTIONS
on behalf of International Solutions
I - Conservative Growth,
International Solutions II -
Balanced Growth, International
Solutions III - Moderate Growth,
International Solutions IV -
Long-Term Growth and International
Solutions V - Aggressive Growth
By: ________________________
Xxxxx X. Xxxxxxx, President
SCHEDULE A
Fund Value of Beneficial Interest
International Solutions I - Conservative Growth $100,000 ($20,000 per Class)
International Solutions II - Balanced Growth $100,000 ($20,000 per Class)
International Solutions III - Moderate Growth $100,000 ($20,000 per Class)
International Solutions IV - Long-Term Growth $100,000 ($20,000 per Class)
International Solutions V - Aggressive Growth $100,000 ($20,000 per Class)
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TOTAL: $500,000
