EXHIBIT (m)(3)
DISTRIBUTION PLAN
FOR MACKENZIE SOLUTIONS CLASS C SHARES
WHEREAS, Mackenzie Solutions (the "Trust") is registered as an open-end
investment company under the Investment Company Act of 1940, as amended (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 ▇▇▇ ▇▇▇▇▇▇▇▇▇ 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
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 C
shares on the following terms and conditions:
1. The Plan will pertain to the Class C 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 C shares of such other 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 C shares of each Fund at the annual rate of 0.75% of the average daily net
assets attributable to that Fund's Class C 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 C shares of a Fund in
connection with any activities or expenses primarily intended to result in the
sale of the Class C shares of a 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 C 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 C 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 C 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 C 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 C 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 C 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 C 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 who 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 agreements.
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 agreement 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 C 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 Class C of 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
C of the Fund.
11. The Plan may be amended at any time with respect to Class C of 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 C of the Fund,
and (b) any material amendments of the terms of the Plan shall become effective
only upon approval in the manner 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 Trust 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 as of
the 28th day of June, 1999.
MACKENZIE SOLUTIONS
By:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
