MASTER FUND ACCOUNTING SERVICES AGREEMENT
AGREEMENT made as of the _______ day of June, 1999 by Mackenzie
Solutions (the "Trust") and Mackenzie Investment Management Inc. (the "Agent").
WHEREAS, the Trust is an open-end investment company organized as a
Massachusetts business trust and consists of one or more separate investment
portfolios (the "Funds") as may be established and designated from time to time;
WHEREAS, the Trust desires certain accounting and pricing services of
the Agent with respect to such Funds as shall be designated in supplements to
this Agreement as further agreed between the Trust and the Agent; and
WHEREAS, the Agent has developed the capability to provide certain of
the accounting and pricing services required by the Funds.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties agree as follows:
1. Duties of Agent - General.
The Agent is authorized to act under the terms of this Agreement as the
Trust's agent, and as such will:
a. Maintain and preserve the Funds' accounts, books, records and
other documents as are required of the Trust under Section 31
of the Investment Company Act of 1940 and Rules 31a-1 and
31a-2 thereunder;
b. Record the current day's trading activity and such other
proper bookkeeping entries as are necessary for determining
that day's net asset value for the Funds;
c. Render statements or copies of records for the Funds from time
to time as requested by the Trust (see Exhibit A);
d. Facilitate audits of accounts by the Trust's auditors or by
any other auditors employed or engaged by the Trust or by any
regulatory body with jurisdiction over the Trust; and
e. Compute each Fund's net asset value per share and, if
applicable, its public offering price, total returns and
yields, and notify the Trust and such other persons as the
Trust may reasonably request of the net asset value per share,
the public offering price and/or the total return or yield.
2. Valuation of Securities.
Securities will be valued in accordance with the specific provisions of
each Fund's Prospectus.
3. Computation of Net Asset Value, Public Offering Price, Total Returns
and Yields.
The Agent will compute each Fund's net asset value in a manner
consistent with the specific provisions of the Fund's prospectus. In general,
such computation will be made by dividing the value of the Fund's portfolio
securities, cash and any other assets, less its liabilities, by the number of
shares of the Fund outstanding, adjusted to the nearest cent. Such computation
will be made as of the close of regular trading on the New York Stock Exchange
(normally 4:00 p.m., Eastern time) on each day that the New York Stock Exchange
is open for trading. If applicable, the Agent will also compute the public
offering price by dividing the net asset value per share by the appropriate
factor as provided by the Fund; the total return; and the yield.
Each Fund's liabilities are allocated between its classes. The total of
such liabilities allocated to a class plus that class's distribution fee and any
other expenses specially allocated to that class are then deducted from the
class's proportionate interest in the Fund's assets, and the resulting amount
for each class is divided by the number of shares of that class outstanding to
produce the "net asset value" per share.
4. Agent's Reliance on Instructions and Advice.
In maintaining the Funds' books of account and making the necessary
computations, the Agent shall be entitled to receive, and may rely upon, (i)
information furnished by a pricing or other similar service pursuant to an
agreement between the Agent, on behalf of a Fund, and such service provider,
approved by the Trust's Board of Trustees, and (ii) information furnished it by
any authorized officer of the Trust relating to:
a. The manner and amount of accrual of expenses other than
management fees to be recorded on the books of the Funds;
b. If applicable, the source of quotations to be used for such
portfolio securities as may not be available through the
Agent's normal pricing services;
c. If applicable, the value to be assigned to any portfolio
security or other asset for which no price quotations are
readily available;
d. If applicable, the manner of computation of the public
offering price and such other computations as may be
necessary; and
e. Notification of transactions in portfolio securities.
The Agent shall be entitled to rely upon any certificate, letter or
other instrument or telephone call reasonably believed by the Agent to be
genuine and to have been properly made or signed by an officer or other
authorized agent of the Trust, on behalf of a Fund, and shall be entitled to
receive as conclusive proof of any fact or matter required to be ascertained by
it hereunder a certificate signed by an officer of the Trust, on behalf of a
Fund or any other person authorized by the Trust's Board of Trustees.
The Agent shall be entitled to receive and act upon advice of counsel
(which may be counsel for the Trust) at the expense of the Trust and shall be
without liability for any action taken or thing done in good faith in reliance
upon such advice.
The Trust agrees to furnish the Agent with a copy of each Fund's
Prospectus as in effect from time to time.
5. Duty of Care and Indemnification.
The Agent shall at all times use reasonable care and act in good faith
in performing its duties hereunder. The Agent shall incur no liability to the
Trust or a Fund in connection with its performance of services hereunder, except
to the extent that it does not comply with the foregoing standards.
The Trust agrees to indemnify and hold harmless the Agent and its
employees, agents and nominees from all taxes, charges, expenses, assessments,
claims and liabilities (including attorney's fees) incurred or assessed against
them in connection with the performance of this Agreement, except such as may
arise from their own willful misfeasance, bad faith or gross negligence. The
foregoing notwithstanding, the Agent will in no event be liable for any loss
resulting from the acts, omissions, lack of financial responsibility, or failure
to perform the obligations of any person or organization designated by the Trust
to be the authorized agent of the Trust as a party to the transaction.
The Agent's responsibility for damage or loss arising from military
power, war, insurrection, or nuclear fission, fusion or radioactivity shall be
limited to the use of the Agent's best efforts to recover the Funds' records
determined to be lost, missing or destroyed.
6. Compensation and Agent's Expenses.
The Agent shall be paid for its services pursuant to this Agreement
such compensation as may from time to time be agreed upon in writing between the
two parties. The Agent shall be entitled to recover its reasonable telephone,
delivery and other out-of-pocket expenses as incurred.
Each Fund shall pay the Agent a monthly fee based upon the rate(s) set
forth in a Fee Schedule attached to a Supplement to this Agreement with respect
to such Fund. A Fund shall be responsible for fees incurred in connection with a
pricing or other similar service furnishing information pursuant to Section 4 of
this Agreement.
If the fees payable to the Agent pursuant to this Section begin to
accrue before the end of any month or if this Agreement terminates before the
end of any month, the fees for the period from that date to the end of that
month or for the period from the beginning of that month to the date of
termination, as the case may be, shall be prorated according to the proportion
which the period bears to the full month in which the effectiveness or
termination occurs. For purposes of calculating the monthly fees, the value of
the net assets of a Fund shall be computed in the manner specified in the Fund's
Prospectus for the computation of its net asset value.
7. Termination of Agreement.
This Agreement may be terminated with respect to a Fund, without the
payment of any penalty, by the Agent upon at least ninety (90) days' prior
written notice to the Trust, or by a Fund upon at least ninety (90) days' prior
written notice to the Agent; provided, that in the case of termination by the
Fund, such action shall have been authorized by the Trust's Board of Trustees,
including the vote or written consent of a majority of the Trust's Independent
Trustees. Any termination date is to be no earlier than four months from the
effective date hereof. Upon termination, the Agent will turn over to the Trust
and cease to retain in the Agent's files, records of the calculations of the net
asset value of the Fund and other records pertaining to its services hereunder.
8. Reports and Maintenance of Records by Agent.
The Agent will furnish to the Trust and to properly authorized
auditors, examiners, distributors, dealers, underwriters, salesmen, insurance
companies, investors, and others designated by the Trust in writing, such books,
records, and reports at such times as are prescribed for each service in Exhibit
A attached hereto. The Trust shall examine or shall cause any other authorized
recipient to examine promptly each such book, record, or report, or copy
thereof, and shall report or shall cause to be reported any errors or
discrepancies therein, but the Trust's failure to observe or report any such
error or discrepancy shall not relieve the Agent of its responsibilities or
liabilities as agreed to under the terms of this Agreement. The Agent may at its
option at any time and shall forthwith upon the Trust's demand turn over to the
Trust and cease to retain in the Agent's files, records and documents created
and maintained by the Agent pursuant to this Agreement that are no longer needed
by the Agent in the performance of its services or for its protection.
If not so turned over to the Trust, such documents and reports will be
retained by the Agent for six years from the year of creation, during the first
two of which the same will be in readily accessible form. At the end of six
years, such records and documents shall be turned over to the Trust by the Agent
unless the Trust authorizes their destruction.
9. Term.
The term of this Agreement shall begin as of the date first set forth
above and unless sooner terminated as hereinafter provided, this Agreement shall
remain in effect for a period of one year from that date. Thereafter, this
Agreement shall continue in effect with respect to a Fund from year to year,
subject to the termination provisions and all other terms and conditions hereof;
provided, that such continuance with respect to that Fund is approved at least
annually by the Trust's Board of Trustees, including the vote or written consent
of a majority of the Trust's trustees who are not interested persons of Ivy
Management, Inc., the Agent or the Trust (the "Independent Trustees"). The Agent
shall furnish to the Funds, promptly upon their request, such information
(including the Agent's costs of delivering the services provided to the Funds
hereunder) as may reasonably be necessary to enable the Trust's Board of
Trustees to evaluate the terms of this Agreement or any extension, renewal or
amendment hereof. The Agent shall permit the Trust and its accountants, counsel
or other representatives to review its books and records relating to the
services provided hereunder at reasonable intervals during normal business hours
upon reasonable notice requesting such review.
10. Interpretation and Definition of Terms.
Any question or interpretation of any term or provision of this
Agreement having a counterpart in or otherwise derived from a term or provision
of the Investment Company Act of 1940, as amended (the "1940 Act") shall be
resolved by reference to such term or provision of the 1940 Act and to
interpretation thereof, if any. Specifically, the terms "interested persons,"
"affiliated person," and "assignment," as used in this Agreement, shall have the
meanings assigned to them by Section 2(a) of the 1940 Act.
11. Software and Related Materials.
All computer programs, written procedures, and similar items developed
or acquired and used by the Agent in performing its obligations under this
Agreement shall be the property of the Agent, and neither the Trust nor the
Funds will acquire any ownership interest therein or property rights with
respect thereto.
12. Services to Other Clients.
Nothing herein contained shall limit the freedom of the Agent or any
affiliated person of the Agent to render services of the types contemplated
hereby to other persons, firms or corporations, including but not limited to
other investment companies, or to engage in other business activities.
13. Miscellaneous.
(a) This agreement shall be governed and construed in accordance with the
laws of Florida, provided that nothing herein shall be construed in a
manner inconsistent with the 1940 Act.
(b) This Agreement may not be assigned by the Agent without the consent of
the Trust as authorized or approved by resolution of its Board of
Trustees.
(c) The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions
hereof or otherwise affect their construction or effect.
(d) The Trust's Amended and Restated Declaration of Trust has been filed
with the Secretary of State of the Commonwealth of Massachusetts. The
obligations of the Trust or any Fund are not personally binding upon,
nor shall resort be had to the private property of, any of the
trustees, shareholders, officers, employees or agents of the Trust or
the Fund, but only that Fund's property shall be bound.
(e) In connection with the operation of this Agreement, the Trust and the
Agent may agree from time to time on such provisions interpretive of or
in addition to the provisions of this Agreement as in their joint
opinions may be consistent with the general tenor of this Agreement.
Any such interpretive or additional provisions are to be signed by both
parties and annexed hereto, but no such provision shall be deemed to be
an amendment of this Agreement.
(f) Nothing in this Agreement shall give or be construed to give any
shareholder of the Trust any rights against the Agent.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective officers thereunto duly authorized as of the date first
written above.
MACKENZIE SOLUTIONS
By:_________________________________
XXXXX X. XXXXXXX, PRESIDENT
MACKENZIE INVESTMENT MANAGEMENT INC.
By:_________________________________
XXXXXXX X. XXXXXX, PRESIDENT
EXHIBIT A
Fund Accounting Services Agreement
Standard Reports and Availability
The following reports will be provided to the Fund on a regular basis with
availability as indicated:
A. Daily
1. Printed Trial Balance
2. Net Asset Value Worksheet
3. Cash Forecast
4. Yield Computation, if applicable
B. Weekly - Tax Lot Ledgers
C. Monthly
1. Tax Lot Ledgers as of month-end
2. Working Appraisal as of month-end
3. Purchase and Sale Journal for the month
4. Summary of Gains and Losses on Securities for the month 5. Dividend
Ledger for the month (Receivable as of month-end and earned) 6.
Interest Income Analysis for the month (receivable as of month-end and
earned) 7. Trial Balance as of month-end 8. Net Asset Value Worksheet
as of month-end 9. Open Trades (payable and receivable for unsettled
securities transactions)
D. Annually
1. Purchase and Sale Journal for the year
2. Summary of Gains and Losses on Securities for the year
3. Broker Allocation Report for the year
