Exhibit (h)(6)
EXPENSE LIMITATION AGREEMENT
EXPENSE LIMITATION AGREEMENT, effective as of April 30, 2000, by and
between Ivy Management, Inc. (the "Investment Manager") and Mackenzie Solutions
(the "Trust"), on behalf of each series of the Trust set forth in Schedule A
(each a "Fund," and collectively, the "Funds").
WHEREAS, the Trust is a Massachusetts Business Trust, (and is
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), as an open-end management investment company of the series type, and each
Fund is a series of the Trust; and
WHEREAS, the Trust and the Investment Manager have entered into an
Investment Management Agreement dated June 28, 1999, as amended ("Management
Agreement"), pursuant to which the Investment Manager provides investment
management services to each Fund for compensation based on the value of the
average net assets of each such Fund; and
WHEREAS, the Trust and the Investment Manager have determined that it
is appropriate and in the best interest of each Fund and its shareholders to
maintain the expenses of each Fund at a level below the level to which each such
Fund may normally be subject;
NOW THEREFORE, the parties hereto agree as follows:
1. Expense Limitation.
1.1 Applicable Expense Limit. To the extent that the ordinary operating
expenses incurred by a Fund in any fiscal year ("Fund Operating
Expenses"), including but not limited t investment management fees,
but excluding interest, taxes, brokerage commissions, extraordinary
expenses such as litigation, expenses not incurred in the ordinary
course of such Fund's business, and amounts payable pursuant to a plan
adopted in accordance with Rule 12b-1 under the 1940 Act, exceed the
Operating Expense Limit, as defined in Section 1.2 below, such excess
amount (the "Excess Amount") shall be the liability of the Investment
Manager.
1.2 Operating Expense Limit. The maximum Operating Expense Limit and term
of this Agreement with respect to each Fund are set forth in Item #1
and Item #2 on Schedule A. All Operating Expense Limits presented on
Schedule A are based on a percentage of the average net assets of each
Fund.
1.3 Duration of Operating Expense Limit. The Operating Expense Limit with
respect to each Fund shall remain in effect until the date specified
for that Fund. The Investment Manager may extend, but may not during
the term of this Agreement shorten, the duration of the Operating
Expense Limit for any Fund without the consent of the Trust by
delivery a revised Schedule A to the Trust reflecting such extension.
1.4 Changes to Operating Expense Limit. The Investment Manger may lower,
but may not during the term of this Agreement increase, the Operating
Expense Limit for any Fund by delivering a revised Schedule A to the
Trust reflecting such reduction. The Investment Manager may also cover
additional series of Mackenzie Solutions under this Agreement by
delivering a revised Schedule A to the Trust.
1.5 Method of Computation. To determine the Investment Manager's
obligation with respect to the Excess Amount, each day Fund Operating
Expenses for each Fund shall be annualized. If the annualized Fund
Operating Expenses of a Fund for any day exceed the Operating Expense
Limit of such Fund, the Investment Manager shall remit to the Fund an
amount equal to that day's Excess Amount.
1.6 Payment of Excess Amount. Any Excess Amount accrued during a month
shall be paid by the Investment Manager within the first 10 days of
the following month.
2. Fund Reimbursement of Prior Expense Reimbursements.
If on any day during which the Management Agreement is in effect, the
estimated annualized Fund Operating Expenses of a Fund for that day are
less than the Operating Expense Limit, the Investment Manager shall be
entitled to reimbursement by such Fund of the payments previously
remitted by the Investment Manger to the Fund pursuant to section 1
hereof (the "Reimbursement Amount") to the extent that the Fund's
annualized Operating Expenses plus the amount reimbursed to the
Investment Manager equals, for such day, the Operating Expense Limit
provided in Schedule A.
3. Term and Termination of Agreement.
This Agreement shall terminate upon termination of the Investment
Management Agreement, or it may be terminated by either party hereto,
without payment of any penalty, upon ninety (90) days' prior written
notice to the other party, at its principal place of business.
4. Miscellaneous.
4.1 Captions. The captions in this Agreement are included for convenience
of reference only and in no other way define or delineate any of the
provisions hereof.
4.2 Interpretation. Nothing contained herein shall be deemed to require
the Trust or the Funds to take any action contrary to the Trust'
Articles of Incorporation or By-laws, or any applicable statutory or
regulatory requirement to which it is subject or by which it is bound,
or to relieve or deprive the Trust's Board of Trustees of its
responsibility for and control of the conduct of the affairs of the
Trust or the Funds.
4.3 Definitions. Any question of interpretation of any term or provision
of this Agreement, including but not limited to the investment
management fee, the computations of net asset values, and the
allocation of expenses, having a counterpart in or otherwise derived
from the terms and provisions of the Management Agreement or the 1940
Act, shall have the same meaning as and be resolved by reference to
such Management Agreement or the 1940 Act.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
by their respective officers thereunto duly authorized and their
respective corporate seals to be hereunto affixed, as of April 30,
2000.
SIGNATURES
This Agreement has been signed below by the following persons on
behalf of the Investment Manager and Trust and in the capacities and
on the dates indicated.
ON BEHALF OF MACKENZIE SOLUTIONS, AND EACH OF ITS SERIES,
By (Signature and Title) /s/C. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
C. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
Secretary/Treasurer
ON BEHALF OF IVY MANAGEMENT, INC.
By (Signature and Title) /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇,
President
Date: April 30, 2000
Schedule A
Item #1 - Operating Expense Limit through April 29, 2000:
International Solutions I - Conservative Growth
Class A 0.87%
Class B 1.62%
Class C 1.62%
Class I 0.53%
Advisor Class 0.62%
International Solutions II - Balanced Growth
Class A 0.83%
Class B 1.58%
Class C 1.58%
Class I 0.49%
Advisor Class 0.58%
International Solutions III - Moderate Growth
Class A 0.75%
Class B 1.50%
Class C 1.50%
Class I 0.41%
Advisor Class 0.50%
International Solutions IV - Long-term Growth
Class A 0.69%
Class B 1.44%
Class C 1.44%
Class I 0.35%
Advisor Class 0.44%
International Solutions V - Aggressive Growth
Class A 0.65%
Class B 1.40%
Class C 1.40%
Class I 0.31%
Advisor Class 0.40%
Item #2 - Operating Expense Limit from April 30, 2000 through April
29, 2009:
International Solutions I - Conservative Growth
Class A 1.42%
Class B 2.17%
Class C 2.17%
Class I 1.08%
Advisor Class 1.17%
International Solutions II - Balanced Growth
Class A 1.38%
Class B 2.13%
Class C 2.13%
Class I 1.04%
Advisor Class 1.13%
International Solutions III - Moderate Growth
Class A 1.30%
Class B 2.05%
Class C 2.05%
Class I 0.96%
Advisor Class 1.05%
International Solutions IV - Long-term Growth
Class A 1.24%
Class B 1.99%
Class C 1.99%
Class I 0.90%
Advisor Class 0.99%
International Solutions V - Aggressive Growth
Class A 1.20%
Class B 1.95%
Class C 1.95%
Class I 0.86%
Advisor Class 0.95%