REIMBURSEMENT AGREEMENT
THIS AGREEMENT is made as of the _______ day of ___________________,
1999, by and among Ivy Management, Inc., a _____________ corporation with its
principal office at Via Xxxxxx Financial Plaza, 000 Xxxxx Xxxxxxx Xxxxxxx, Xxxx
Xxxxx, Xxxxxxx 00000 ("IMI"), and
_______________________________________________, a _______________ corporation
with its principal office at _________________________ (the "Adviser").
WHEREAS, Mackenzie Solutions (the "Trust"), an open-end management
investment company registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), consists of separate portfolios (each a "Portfolio
and, collectively, the "Portfolios"), each of which may invest a portion of its
assets in some or all of the registered investment companies listed on Schedule
A hereto (each an "Underlying Fund" and, collectively, the "Underlying Funds");
WHEREAS, IMI serves as investment adviser of each Portfolio;
WHEREAS, the Adviser serves as investment adviser of each Underlying Fund;
WHEREAS, the Trust and the Portfolios are expected to provide a means
by which the Underlying Funds can eliminate shareholder accounts that are or
would be invested directly in the Underlying Funds and such shareholder account
reductions can reduce the expenses of the Underlying Funds that would otherwise
be incurred by the Underlying Funds and payable to the Underlying Funds'
transfer and dividend paying agent (the "Transfer Agent") and any other provider
of shareholder services ("Service Provider") under their respective agreements
with the Underlying Funds ("Agreements"); and
WHEREAS, the Adviser and the Underlying Funds are expected to benefit
from increased public recognition from the use by IMI and the Portfolios of the
names, logos, and trademarks of the Adviser and the Underlying Funds in
connection with the Portfolios (the "Publicity Benefits") and the increased
assets under management resulting from the investment by the Portfolios in the
Underlying Funds;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
1. Services and Savings. Pursuant to each Agreement, an Underlying Fund pays
its Transfer Agent and Service Provider for providing, generally, transfer
agency, recording and shareholder services with respect to each shareholder
account in the Underlying Fund. The level of services provided by the
Transfer Agent and each other Service Provider to an Underlying Fund and
the amount of the fees that the Underlying Fund must pay the Transfer Agent
and each other Service Provider for its services correlates to the number
of shareholder accounts maintained on the books of the Underlying Fund. A
Portfolio's investment in an Underlying Fund can eliminate shareholder
accounts that are or would be invested directly in the Underlying Fund and
can, therefore, reduce the fees that the Underlying Fund must pay to the
Transfer Agent and each other Service Provider under the Underlying Fund's
Agreements (such reductions in fees are referred to herein as "Savings").
2. Compensation. In consideration of the increased revenue to the Adviser
resulting from the increase in assets under management in each Underlying
Fund due to the investment by the Portfolios and the Savings and Publicity
Benefits to the Underlying Funds provided by IMI as described herein, the
Adviser agrees to pay to IMI a fee (the "Service Fee") at an annual rate
equal to twenty-five (25) basis points (0.25%) of the average daily value
of the shares of each Underlying Fund held by any Portfolio during the
relevant quarter. Such payments will be made quarterly in arrears, provided
however, that such payments shall only be payable for each calendar quarter
during any portion of which the shares of any Underlying Fund are held by
any Portfolio. For the quarterly period in which this Agreement becomes
effective or terminates, there shall be an appropriate proration of any
Service Fee payable on the basis of the number of days that this Agreement
is in effect during the quarter. For purposes of computing the payment to
IMI under this paragraph 2, the average daily value of the shares of an
Underlying Fund held by any Portfolio over a quarterly period shall be
computed by totaling the Portfolios' aggregate investment in the Underlying
Fund (share net asset value multiplied by total number of Underlying Fund
shares held by the Portfolios) on each business day during the calendar
quarter, and dividing by the total number of business days during such
quarter. The payment to IMI under this paragraph 2 shall be calculated by
IMI, at the end of each calendar quarter and will be paid to IMI within 30
days thereafter.
3. Use of Proceeds. Compensation received by IMI hereunder shall be used by
IMI to reduce the expenses of the Portfolios payable to any provider of
services to the Portfolios that is not an "affiliated person" of IMI or the
Portfolios, as that term is defined under the 1940 Act;
4. Use of Underlying Fund Marks. On behalf of each Underlying Fund, the
Adviser hereby grants to IMI and the Portfolios a nonexclusive right to use
the name, logos and trademarks of the Adviser and the Underlying Funds in
connection with the Portfolios, for so long as this Agreement, or any
extension, renewal or amendment of this Agreement remains in effect. Such
right includes, but is not limited to, the right to use the names, logos
and trademarks of the Adviser and the Underlying Funds in the Portfolios'
marketing materials and advertisements. IMI, on its own behalf and on
behalf of the Portfolios, agrees not to make any representation regarding
the Adviser and the Underlying Funds inconsistent with the Underlying
Funds' prospectuses and other material filed with the Securities and
Exchange Commission.
5. Prospectus and Statement of Additional Information Disclosure. On behalf of
each Underlying Fund, the Adviser hereby authorizes IMI and the Portfolios
to include in the current Prospectus and Statement of Additional
Information of the Portfolios (the "Prospectus" and "SAI", respectively)
the disclosure relating to the Underlying Funds which has been provided to
Adviser for its review. IMI agrees that, except as otherwise permitted
herein, neither IMI nor the Portfolios will use any other written material
regarding the Underlying Funds without the Adviser's prior written consent.
The Adviser hereby acknowledges that the disclosure relating to the
Underlying Funds contained in the Prospectus and SAI needs to remain
accurate, and agrees to notify IMI in writing at the address set forth in
the preamble hereto of any filing with the Securities and Exchange
Commission, not less than 15 days before the effective date thereof,
relating to a change or changes to the investment objectives and/or
policies of one or more of the Underlying Funds that would affect the
accuracy of such disclosure. Any such notice shall include revised
disclosure relating to each affected Underlying Fund. The Adviser agrees to
indemnify IMI and the Portfolios and any affiliate thereof for any losses
caused by the Adviser's failure to provide such notice.
6. Term. This Agreement shall remain in full force and effect for an initial
term of one year, and shall automatically renew for successive one year
periods. This Agreement may be terminated by either party hereto upon 60
days' written notice to the other party hereto. Notwithstanding the
termination of this Agreement, the Adviser will continue to pay the fees of
IMI in accordance with paragraph 2 so long as any Portfolio continues to
hold Underlying Fund shares, provided such continued payment is permitted
in accordance with applicable law and regulation.
7. Amendment. This Agreement may be amended only upon mutual agreement of the
parties hereto in writing.
8. Assignment. Neither this Agreement nor any rights or obligations hereunder
may be assigned or delegated by either party without the written consent of
the other party.
9. Florida Law to Apply. This Agreement shall be construed and the provisions
thereof interpreted under and in accordance with the laws of the State of
Florida, without regard to conflicts of laws principles.
In witness whereof, the parties have caused their duly authorized
officers to execute this Reimbursement Agreement.
IVY MANAGEMENT, INC.
ADVISER
By: Xxx Xxxxxxxx By: __________________
Title: Senior Vice President Title: __________________
Date: __________________ Date: __________________
