EXHIBIT (m)(2)
DISTRIBUTION PLAN
FOR MACKENZIE SOLUTIONS CLASS B SHARES
WHEREAS, Mackenzie Solutions (the "Trust") is registered as an open-end
investment company under the Investment Company Act of 1940 (the "Act") and
consists of one or more separate investment portfolios (the "Funds") as may be
established and designated from time to time;
WHEREAS, the Trust and Xxx Xxxxxxxxx Distributors, Inc. (the
"Distributor"), a broker-dealer registered under the Securities Exchange Act of
1934, have entered into a Distribution Agreement pursuant to which the
Distributor acts as a distributor of shares of the Funds for sale to the public;
and
WHEREAS, the Board of Trustees of the Trust has determined to adopt a
Plan (the "Plan"), in accordance with the requirements of the Act and has
determined that there is a reasonable likelihood that the Plan will benefit the
Trust and its shareholders:
NOW, THEREFORE, the Trust hereby adopts the Plan with respect to Class
B shares on the following terms and conditions:
1. The Plan will pertain to the Class B shares 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; and to the Class B shares of
such Funds as shall be designated from time to time by the Board of Trustees in
any supplement to the Plan ("Supplement").
2. The Trust shall pay the Distributor a fee for distribution of the Class B
shares of each Fund at the annual rate of 0.75 % of the average daily net assets
attributable to that Fund's Class B shares. Such fee shall be calculated and
accrued daily and paid monthly or at such other intervals as the Trustees shall
determine, subject to any applicable restriction imposed by rules of the
National Association of Securities Dealers, Inc. If this Plan is terminated, the
Trust will owe no payments to the Distributor other than any portion of the
distribution fee accrued through the effective date of termination but unpaid as
of such date.
3. The amount set forth in paragraph 2 of this Plan shall be paid for the
Distributor's services as distributor of the Class B shares of a Fund in
connection with any activities or expenses primarily intended to result in the
sale of the Class B shares of that Fund, including, but not limited to,
compensation to broker-dealers; bonuses and other incentives paid to
broker-dealers; compensation to and expenses of employees of the Distributor who
engage in or support distribution of a Fund's Class B shares; compensation to
banks, investment advisers, financial institutions and certain other entities
which are unaffiliated with the Distributor; telephone expenses; interest
expenses; printing of prospectuses and reports for other than existing
shareholders; preparation, printing and distribution of sales literature and
advertising materials; and profit on the foregoing.
4. The Trust will reimburse the Distributor for payments made to brokers, banks,
investment advisers, financial institutions and other entities which are
unaffiliated with the Distributor, for account maintenance and personal service
to shareholders (the "Service Fee"). In addition, the Trust may make Service Fee
payments to the Distributor for account maintenance and personal services that
it provides directly to shareholders. The services for which Service Fees may be
made include, among others, advising clients or customers regarding the
purchase, sale or retention of Class B shares of a Fund, answering routine
inquiries concerning a Fund, assisting shareholders in changing options or
enrolling in specific plans and providing shareholders with information
regarding the Fund and related developments. The Distributor will be reimbursed
for such payments, subject to any applicable restriction imposed by Rules of the
National Association of Securities Dealers, Inc., on a monthly basis up to an
amount equal on an annual basis to 0.25% of the average daily net asset value of
outstanding Class B shares of a Fund that are registered in the name of a broker
as nominee or held in a shareholder account that designates a broker as broker
of record. Payments made out of or charged against the assets attributable to
the Class B shares of a Fund must be in reimbursement for distribution services
rendered for or on behalf of that Fund. The costs and expenses not reimbursed in
any one given month may be reimbursed in a subsequent month. The Plan does not
provide for payment of interest or carrying charges as distribution expenses.
5. The Plan shall not take effect with respect to Class B shares of a Fund until
it has been approved by a vote of at least a majority (as defined in the Act) of
the outstanding voting securities of Class B of that Fund. With respect to the
submission of the Plan for such a vote, it shall have been effectively approved
with respect to a Fund if a majority of the outstanding voting securities of
Class B of the Fund votes for approval of the Plan, notwithstanding that the
matter has not been approved by a majority of the outstanding voting securities
of the Trust or of any other Fund or class.
6. The Plan shall not take effect until it has been approved, together with any
related agreements and supplements, by votes of a majority of both (a) the Board
of Trustees of the Trust, and (b) those Trustees of the Trust who are not
"interested persons" (as defined in the Act) and have no direct or indirect
financial interest in the operation of the Plan or any agreements related to it
(the "Plan Trustees"), cast in person at a meeting (or meetings) called for the
purpose of voting on the Plan and such related agreement.
7. The Plan shall continue in effect so long as such continuance is specifically
approved at least annually in the manner provided for approval of the Plan in
paragraph 6 hereof.
8. Any person authorized to direct the disposition of monies paid or payable by
the Trust pursuant to the Plan or any related agreements shall provide to the
Trust's Board of Trustees, and the Board shall review, at least quarterly, a
written report of the amounts so expended and the purposes for which such
expenditures were made.
9. Any agreement related to the Plan shall be in writing and shall provide: (a)
that such agreement may be terminated at any time as to a Fund, without payment
of any penalty, by vote of a majority of the Plan Trustees or by vote of a
majority of the outstanding voting securities of Class B of the Fund, on not
more than sixty (60) days' written notice to any other party to the agreement;
and (b) that such agreement shall terminate automatically in the event of its
assignment.
10. The Plan may be terminated at any time with respect to a Fund, without
payment of any penalty, by vote of a majority of the Plan Trustees, or by vote
of a majority of the outstanding voting securities of Class B of the Fund.
11. The Plan may be amended at any time with respect to a Fund by the Board of
Trustees, provided that (a) any amendment to increase materially the costs which
the Fund may bear for distribution (including the Service Fee) pursuant to the
Plan shall be effective only upon approval by a vote of a majority of the
outstanding voting securities of Class B of the Fund, and (b) any material
amendments of the terms of the Plan shall become effective only upon approval as
provided in paragraph 6 hereof.
12. While the Plan is in effect, the selection and nomination of Trustees who
are not interested persons (as defined in the Act) of the Trust shall be
committed to the discretion of the Trustees who are not interested persons.
13. The Fund shall preserve copies of the Plan, any related agreement and any
report made pursuant to paragraph 8 hereof, for a period of not less than six
(6) years from the date of the Plan, such agreement or report, as the case may
be, the first two (2) years of which shall be in an easily accessible place.
14. It is understood and expressly stipulated that neither the holders of shares
of the Trust nor any Trustee, officer, agent or employees of the Trust shall be
personally liable hereunder, nor shall any resort be had to other private
property for the satisfaction of any claim or obligation hereunder, but the
Trust only shall be liable.
IN WITNESS WHEREOF, the Trust has adopted this Distribution
Plan effective as of the 28th day of June, 1999.
MACKENZIE SOLUTIONS
By: /s/ XXXXX X. XXXXXXX
Xxxxx X. Xxxxxxx, President
