Mackenzie Investments

General and Ownership The Firm was founded in 2012 and provides investment advisory and related services to Clients. The Firm collaborates with its affiliate, Mackenzie Financial Corporation, in providing such services. The Firm also provides marketing and client intake services to Mackenzie Financial Corporation and Mackenzie Investments Europe Limited (“MIEL”). If the types of services provided by the Firm change, this Brochure will be amended accordingly to reflect these additional services. The Firm is a member of the IGM Financial Inc. (TSX: IGM) group of companies. IGM Financial is one of Canada’s premier financial services companies. As of January 31, 2026, Power Financial Corporation, a wholly-owned subsidiary of Power Corporation of Canada, beneficially owned, directly and indirectly, 67.08% of IGM Financial Inc. (excluding 0.018% held by The Canada Life Assurance Company in its segregated funds or for similar purposes). The Desmarais Family Residuary Trust, a trust for the benefit of the members of the family of the late Mr. Paul G. Desmarais, has voting control, directly and indirectly of Power Corporation of Canada. Types of Advisory Services Offered by Mackenzie Mackenzie currently specializes in delivering quantitative equity strategies which are offered through discretionary investment advisory mandates to the following Clients:

Private Funds;

U.S. Sub-Advised Funds;

Collective Investment Trusts;

UCITS Sub-Advised Funds;

Canadian Sub-Advised Funds; and

Separately Managed Accounts.

In addition, Mackenzie provides model portfolio recommendations to other investment advisers as described in this Brochure (“Model Portfolios”). Tailoring Advisory Services to the Individual Need of Clients Consistent with its fiduciary duty, Mackenzie considers the individual needs of all clients and tailors the advisory services it provides to Clients. However, Canadian Sub-Advised Funds, U.S. Sub-Advised Funds, Collective Investment Trusts, UCITS Sub-Advised Funds and Private Funds are each managed in accordance with the particular investment objectives, strategies and restrictions established for that fund. A fund can impose restrictions on investing in certain securities or types of securities. These funds are not managed in accordance with the individualized needs of any particular interest holder in the fund. Therefore, a fund’s Investors should consider whether the fund meets their investment objectives and risk tolerance prior to investing. Information about the funds can be found in their relevant registration, governing and/or offering documents. For a U.S. Sub-Advised Fund, a Registration Statement can be found on the SEC’s EDGAR website. For Private Funds, relevant information is available in the private placement memorandum or other offering documents as well as the Private Fund’s governing documents, which will be available to current and prospective Investors only through Mackenzie or another authorized party. For the Collective Investment Trusts, the disclosure memorandum is available to current and prospective Investors through Mackenzie. Separately Managed Accounts are managed in accordance with each Client’s investment objectives, strategies, restrictions and guidelines, as communicated to Mackenzie by the Client. Clients can impose restrictions on investing in certain securities or types of securities. In the case of Model Portfolio recommendations, such recommendations are based on investment objectives, strategies, restrictions and guidelines agreed between the applicable investment adviser and Mackenzie. Client Assets Managed by The Firm 7|P a g e

As of December 31, 2025, we managed $18,068,039,261 in client assets on a discretionary basis. We did not manage any client assets on a non-discretionary basis as of that date.

8|P a g e

How Mackenzie and its Affiliates are Compensated for Advisory Services Mackenzie or an affiliate can be paid the following fees for investment advisory services: (1)

management fees, expressed as a percentage of the Account’s assets under management;

(2)

incentive allocations or performance fees, generally calculated as a percentage of the Account’s net capital appreciation during the applicable period in compliance with applicable laws and to the extent agreed with the client; or

(3)

a combination of the foregoing.

Advisory and other fees paid by Investors are described generally below and in more detail in the applicable Registration Statement, private placement memorandum, prospectus, subscription agreement, or other applicable disclosure, agreement and/or offering documents. Mackenzie Fee Schedule The chart below provides a general description of the fees charged to Clients. For most Clients, advisory fees paid to Mackenzie are calculated as a percentage of the Client’s assets. However, in our sole discretion, we or an affiliate can negotiate alternative fee arrangements rather than basing our fees on a general fee schedule. When we negotiate fees, we can take into consideration, among other things, the investment mandate, total market value, regulatory requirements, reporting requirements, customization of the investment or reporting process or other special considerations relevant to the particular Client. In appropriate circumstances, all or a portion of the fees charged to a particular Client or Investor can be waived or reduced in our sole and absolute discretion, or, as applicable, in our affiliate’s discretion. For example, we have waived fees in respect of certain Cayman Private Fund interests held by Mackenzie employees and affiliates. Additionally, fees charged by Mackenzie can change over time and there can be differences in fees paid by certain Clients or Investors based on the inception dates of their advisory relationship with Mackenzie or its affiliates. Also, Mackenzie or an affiliate could in its sole discretion agree to bear certain operating expenses of an Investment Fund that exceed a cap determined by Mackenzie. Except as otherwise agreed or required by applicable law, when we negotiate fees, or offer fee waivers, expense caps or similar arrangements to a Client or Investor, we are not obligated to inform, or offer similar arrangements to, other Clients or Investors. Thus, some Clients or Investors might pay more or less than others for the same or similar services depending, for example, on account inception dates, fee negotiations or waivers, number of accounts or value of related accounts, the nature of the mandate, total assets under management by Mackenzie and/or its affiliates or the manner in which Mackenzie’s and/or its affiliates’ services are provided.

9|P a g e

Account Type

Fee

U.S. Sub-Advised Funds

Currently, fees paid to Mackenzie by the fund’s primary investment adviser can be up to 0.19% of the relevant portion of the U.S. Sub-Advised Fund’s assets under management, per annum, with agreed breakpoints reducing such fees at defined asset levels. Each U.S. Sub-Advised Fund’s overall fee and expense structure is described in more detail in the U.S. Sub-Advised Fund’s Registration Statement.

Private Funds

Private Fund fees are based on the nature of the services provided and the investment strategies utilized and can include a management fee calculated as a percentage of the Private Fund’s assets (up to 1.25%) and an incentive compensation component, equal to a percentage of the Private Fund’s capital appreciation during the applicable period (up to 20%). Incentive compensation with respect to Private Funds could be subject to highwater mark and/or hurdle provisions as set forth in the Fund’s governing documents. Certain Private Funds maintain multiple class structures with differing fees paid by each class. Investors in a Private Fund should review the private placement memorandum for further detail on the Private Fund’s fees and expenses.

Canadian SubAdvised Funds

Each Canadian Sub-Advised Fund’s prospectus or other offering document includes information about the fees and expenses paid by the Canadian Sub-Advised Fund.

Collective Investment The disclosure memorandum for the Collective Investment Trusts includes information about the fees and expenses paid by the Collective Investment Trusts. Trusts UCITS Sub-Advised Funds Separately Managed Accounts

10 | P a g e

Each UCITS Sub-Advised Fund’s prospectus includes information about the fees and expenses paid by the UCITS Sub-Advised Fund. Fees for Separately Managed Account clients will be determined through negotiation with each client.

How Fees are Charged and Collected Fees are generally charged and determined as follows:

Management fees (if any) in respect of investments in certain Private Funds are paid directly by Private Fund investors. Such fees are calculated on a monthly or quarterly basis and billed monthly or quarterly in arrears.

Fees for U.S. Sub-Advised Funds are accrued daily and paid monthly, in arrears.

Fees for Canadian Sub-Advised Funds that are managed by an affiliate of Mackenzie are accrued and paid daily except in the case of exchange-traded funds where fees are calculated and accrued daily and paid monthly. Fees for Canadian Sub-Advised Funds that are not managed by an affiliate of Mackenzie are charged in accordance with the terms set out in relevant prospectus or other offering document.

Fees for Collective Investment Trusts are accrued daily and paid monthly, in arrears.

Fees for the UCITS Sub-Advised Funds are charged in accordance with the terms set out in the relevant prospectus.

Fees for Separately Managed Accounts will be negotiated and invoiced in accordance with such Account’s investment management agreement.

Fees for Model Portfolios will be negotiated and invoiced in accordance with the applicable model agreement.

Invoices for advisory fees, where applicable, are payable upon receipt or within thirty days of receipt, in accordance with the terms of the applicable agreement. In certain circumstances, where disclosed in the Investment Fund’s offering document or with an Investment Fund Investor’s consent, management fees and any incentive compensation can be deducted directly from an Investment Fund. Mackenzie and its affiliates can, but are not required to, group multiple Accounts of a Client (or group of related Clients) together for fee billing purposes. Fees are ordinarily based on the level of total assets under management within the relevant Account(s), including allocations to cash, on the appropriate valuation day. Additional Fees and Expenses Except as otherwise agreed, each Account bears (and the fees described above do not include) the following costs and expenses: 11 | P a g e

custodial charges, brokerage fees or commissions and related costs and expenses (please see Item 12: Brokerage Practices for more details), taxes, duties and similar amounts payable in any jurisdiction in connection with an Account’s trading and operations, directors’ fees, insurance premiums, costs associated with obtaining and maintaining regulatory licenses and registrations including those required to enable investment of Account assets or the ongoing operation of a Private Fund, external costs incurred in valuation and portfolio pricing, duties and other governmental charges, transfer fees, registration fees and other expenses associated with the purchase, holding or sale of assets, costs and charges associated with making deposits in connection with foreign exchange transactions, withholding taxes payable and required to be withheld by issuers, their agents and others, audit, administrative and other expenses associated with regulatory or tax compliance or investment operations, the costs of negotiating trade-related and account-specific counterparty documentation, legal fees, and such other expenses as set forth in the Account’s relevant governing documents.

For specified Canadian Sub-Advised Funds that are managed by affiliate of Mackenzie, other than exchange-traded funds, many of these fees are covered by a fixed administration fee that the Canadian Sub-Advised Fund pays to Mackenzie Financial Corporation and that is separate from the management fee. Such fees will reduce the assets held in (and the gross returns experienced by) an Account. The Firm has a conflict of interest in determining whether an expense is an expense of an Account or is instead part of the Firm’s general overhead. In addition, the Firm could, from time to time, incur expenses for the benefit of one or more Accounts (and/or for its own benefit or for the benefit of an affiliate). In such cases, Accounts will typically bear an allocable portion of any such expenses in such manner as the Firm considers to be fair, and in accordance with the Firm’s policies and procedures and any applicable Account governing documents. However, to the extent that any such Account’s governing documents prohibit the Account from bearing that expense, the Firm or an affiliate will bear that portion of an expense. In these cases, or where the expense benefits one or more Accounts and the Firm or its affiliates, the Firm has an incentive to allocate relatively more of the expense to Accounts that are able to bear the expense, to reduce the amount that would be borne by the Firm or an affiliate. Subject to a client’s investment objectives and restrictions, the Firm can invest a portion of a client’s assets in shares of mutual funds or other investment companies, including exchange-traded funds. To the extent that such investments are made in an investment company that is advised by an affiliate of the Firm, clients will be rebated any associated advisory fees to the extent necessary to assure that a client does not double pay for advisory services. Investments in a fund are subject to advisory and other fees and expenses, which are paid by the fund but ultimately borne by the client, in addition to management fees assessed by the Firm. Each fund’s fees and expenses are described in the fund’s offering or disclosure documents (such as a prospectus and SAI). Our fees, and the expenses Clients bear in connection with their Accounts will reduce the assets held in (and the returns experienced by) an Account. Please see Item 12: Brokerage Practices for more details on our trading practices and costs related thereto.

12 | P a g e

Investment Strategies Securities investments are subject to a variety of risks. These risks can cause you to lose money on your investments. You should be prepared to bear the risk of loss associated with your chosen investment strategy. While Mackenzie seeks to manage Accounts so that risks are appropriate to the return potential for the strategy, it is often not possible or desirable to fully mitigate risks. Any investment includes the risk of loss and there can be no guarantee that a particular level of return will be achieved. Clients should understand that they could lose some or all of their investment and should be prepared to bear the risk of such potential losses. Clients should be aware that while Mackenzie does not limit its advice to particular types of investments, mandates can be limited to certain types of securities (e.g., equities) and might not be diversified. The accounts managed by Mackenzie are generally not intended to provide a complete investment program for a Client or Investor. Clients are responsible for appropriately diversifying their assets to guard against the risk of loss. The following is a description of the significant investment strategies we use for (or currently expect to offer to) Clients and the material risks associated with those strategies and the assets in which they invest. Additional information about the strategies employed by, and risks related to, a Client can be found in the Client’s Prospectus, Statement of Additional Information, Private Placement Memorandum or other client-specific offering document and, to the extent the information in such document differs from what is set forth herein, the information in the client-specific offering document controls. Certain strategies can be customized upon Client request.

The investment strategy or product

Its principal material risks

Mackenzie World Large Cap

Company risk Credit risk Derivatives risk Emerging Markets risk ESG Strategy risk Exchange-Traded Fund risk Foreign Currency risk Foreign Markets risk Large Transaction risk Portfolio Manager risk Regulatory and Tax risk

The strategy seeks to seeks to provide long-term capital growth by investing primarily in equity securities issued by larger companies anywhere in the world.

16 | P a g e

The investment strategy or product

Its principal material risks

UCITS Sub-Advised Fund - Mackenzie World Large Cap

Company risk Credit risk Derivatives risk Emerging Markets risk ESG Strategy risk Exchange-Traded Fund risk Foreign Currency risk Foreign Markets risk Large Transaction risk Portfolio Manager risk Regulatory and Tax risk

The Sub-Fund’s investment objective is to provide long-term capital growth by investing primarily in a portfolio of equity securities of large-capitalization companies anywhere in the world.

The risks indicated above reflect risks of the Fund as a whole Mackenzie World ex North America (EAFE) The strategy seeks to outperform the applicable benchmark through diversified investments in equity securities mainly traded in the global developed countries excluding North American countries.

17 | P a g e

Company risk Credit risk Derivatives risk ESG Strategy risk Exchange-Traded Fund risk Foreign Currency risk Foreign Markets risk Portfolio Manager risk Regulatory and Tax risk

The investment strategy or product

Its principal material risks

Mackenzie Emerging Markets Small Cap

Cash and Related Investments risk Company risk Competition and Potential Strategy Saturation risk Counterparty risk Currency Exchange Exposure and Currency Hedging risk Currency risk Derivatives risk Dilution risk Emerging Markets risk ESG Strategy risk Equity Securities risk Exchange-Traded Fund risk Foreign Markets risk Forward Contracts risk Frontier Emerging Markets risk Government and Corporate Reporting risk Hedging risk Model risk Portfolio Turnover risk Quantitative risk Regulatory and Tax risk Small Company risk

The strategy seeks to achieve long-term capital growth by investing primarily in the securities of small cap emerging markets issuers. The Firm’s proprietary quantitative security selection model is employed to generate transactions.

18 | P a g e

The investment strategy or product Mackenzie International Quantitative Large Cap The strategy seeks to provide long-term capital growth by investing primarily in, or gaining exposure to, the securities of large market capitalization and medium market capitalization issuers in developed international markets other than the United States, in each case as determined by the Firm. The Firm’s proprietary quantitative security selection model is employed to generate transactions.

Mackenzie International Quantitative Small Cap The strategy seeks to provide long-term capital growth by investing primarily in, or gaining exposure to, the securities of small market capitalization and medium market capitalization issuers in developed international markets other than the United States, in each case as determined by the Investment Adviser. The Firm’s proprietary quantitative security selection model is employed to generate transactions.

19 | P a g e

Its principal material risks Cash and Related Investments risk Currency Exchange Exposure and Currency Hedging risk Currency risk Derivatives risk Emerging Markets risk ESG Strategy risk Equity-Linked Instruments and Related Options risk Equity Securities risk Exchange-Traded Fund risk Forward Contracts risk Futures risk Government and Corporate Reporting risk Hedging risk Leveraged Investments risk Low Latency Trading risk Mid-Sized Company risk Model risk Portfolio Turnover risk Quantitative risk Small Company risk Uncertainty risk Cash and Related Investments risk Currency Exchange Exposure and Currency Hedging risk Currency risk Derivatives risk Emerging Markets risk ESG Strategy risk Equity-Linked Instruments and Related Options risk Equity Securities risk Exchange-Traded Fund risk Forward Contracts risk Futures risk Government and Corporate Reporting risk Hedging risk Leveraged Investments risk Low Latency Trading risk Mid-Sized Company risk Model risk Portfolio Turnover risk Quantitative risk Small Company risk Uncertainty risk

The investment strategy or product Mackenzie Emerging Markets Long/Short Opportunities The strategy seeks to achieve consistent absolute returns with low correlation to the returns of the equity markets in general primarily through leveraged long and short exposure to the equity securities of emerging markets issuers. The Firm’s proprietary quantitative security selection model is employed to generate transactions. On the basis of the model’s output, the Firm generally expects to implement aggregate:

long positions of approximately 100% of net asset value in securities and instruments the Firm believes will increase in value; and short positions of approximately 80% of net asset value in securities and instruments the Firm believes will decrease in value.

20 | P a g e

Its principal material risks Cash and Related Investments risk Competition and Potential Strategy Saturation risk Counterparty risk Currency Exchange Exposure and Currency Hedging risk Currency risk Derivatives risk Emerging Markets risk Equity-Linked Instruments and Related Options risk Equity Securities risk Exchange-Traded Fund risk Forward Contracts risk Frontier Emerging Markets risk Futures risk Government and Corporate Reporting risk Hedging risk Inflation/Deflation risk Leveraged Investments risk Low Latency Trading risk Model risk Portfolio Turnover risk Quantitative risk Regulatory and Tax risk Short-Selling risk Small Company risk Uncertainty risk

The investment strategy or product Mackenzie U.S. Quantitative Amplified Core The strategy seeks to maximize total returns by employing the Firm’s proprietary quantitative security selection model to generate portfolio transactions. On the basis of the model’s output, the Firm generally expects to implement aggregate:

long positions of approximately 120% of net asset value in securities and instruments the Firm believes will increase in value; and short positions of approximately 20% of net asset value in securities and instruments the Firm believes will decrease in value.

21 | P a g e

Its principal material risks Cash and Related Investments risk Competition and Potential Strategy Saturation risk Counterparty risk Derivatives risk Equity-Linked Instruments and Related Options risk Equity Securities risk ESG Strategy risk Exchange-Traded Fund risk Forward Contracts risk Futures risk Government and Corporate Reporting risk Hedging risk Inflation/Deflation risk Investment Style risk Leverage risk Leveraged Investments risk Low Latency Trading risk Mid-Sized Company risk Model risk Portfolio Turnover risk Quantitative risk Regulatory and Tax risk Short-Selling risk Small Company risk Uncertainty risk

The investment strategy or product

Its principal material risks

Canadian Sub-Advised Funds - Emerging Markets Strategies

Capital Depletion risk Company risk Credit risk Derivatives risk Emerging Markets risk ESG Strategy risk Exchange-Traded Fund risk Foreign Currency risk Foreign Markets risk Large Transaction risk Portfolio Manager risk Regulatory and Tax risk Securities Lending, Repurchase and Reverse Repurchase Transactions risk Series risk Small Company risk Uncertainty risk

Each strategy seeks to achieve long-term capital growth by investing primarily in equity securities of emerging markets companies. The Firm seeks to achieve this investment objective by looking for undervalued companies with growth prospects and using a quantitative approach to stock selection, portfolio construction, and transaction cost measurement.

Canadian Sub-Advised Funds – International Quantitative Strategies Each strategy seeks to achieve long-term capital growth by investing primarily in equity securities of international markets companies. The Firm seeks to achieve this investment objective by looking for undervalued companies with growth prospects and using a quantitative approach to stock selection, portfolio construction, and transaction cost measurement.

22 | P a g e

Capital Depletion risk Company risk Credit risk Derivatives risk ESG Strategy risk Exchange-Traded Fund risk Foreign Currency risk Foreign Markets risk Large Transaction risk Portfolio Manager risk Regulatory and Tax risk Securities Lending, Repurchase and Reverse Repurchase Transactions risk Series risk Small Company risk

The investment strategy or product

Its principal material risks

Canadian Sub-Advised Funds – U.S. Quantitative Strategies

Capital Depletion risk Company risk Credit risk Derivatives risk ESG Strategy risk Exchange-Traded Fund risk Large Transaction risk Portfolio Manager risk Regulatory and Tax risk Securities Lending, Repurchase and Reverse Repurchase Transactions risk Series risk Small Company risk

Each strategy seeks to achieve long-term capital growth by investing primarily in equity securities of U.S. companies. The Firm seeks to achieve this investment objective by looking for undervalued companies with growth prospects and using a quantitative approach to stock selection, portfolio construction, and transaction cost measurement.

Canadian Sub-Advised Funds – Global Low Volatility Strategy The strategy seeks to seeks to achieve long-term capital growth by investing primarily in equity securities of large and mid-capitalization companies in developed global markets, while seeking to provide lower volatility. The Firm seeks to achieve this investment objective by looking for undervalued companies with growth prospects and using a quantitative approach to stock selection, portfolio construction, and transaction cost measurement.

23 | P a g e

Company risk Credit risk Derivatives risk Emerging Markets risk ESG Strategy risk Exchange-Traded Fund risk Foreign Currency risk Foreign Markets risk Large Transaction risk Portfolio Manager risk Regulatory and Tax risk Securities Lending, Repurchase and Reverse Repurchase Transactions risk Series risk Small Company risk

The investment strategy or product

Its principal material risks

Canadian Sub-Advised Funds – Private Equity Replication Strategy (U.S. Equity Sleeve only)

Company risk Credit risk Derivatives risk ESG Strategy risk Foreign Currency risk Foreign Markets risk Leverage risk Portfolio Manager risk Small Company risk Uncertainty risk

The strategy seeks to provide long-term capital appreciation and to replicate the long-term returns of diversified U.S. private equity investments by investing primarily in listed U.S. equity securities.

Canadian Sub-Advised Funds – Global Strategy The strategy seeks to seeks to provide long-term capital growth by investing primarily in equity securities issued by companies of any size, anywhere in the world.

24 | P a g e

Company risk Credit risk Derivatives risk Emerging Markets risk ESG Strategy risk Exchange-Traded Fund risk Foreign Currency risk Foreign Markets risk Large Transaction risk Portfolio Manager risk Regulatory and Tax risk Securities Lending, Repurchase and Reverse Repurchase Transactions risk Series risk Small Company risk

The investment strategy or product

Its principal material risks

Canadian Sub-Advised Fund – Emerging Markets Value Strategy

Company risk Credit risk Derivatives risk Emerging Markets risk ESG Strategy risk Exchange-Traded Fund risk Foreign Currency risk Foreign Markets risk Large Transaction risk Portfolio Manager risk Regulatory and Tax risk Securities Lending, Repurchase and Reverse Repurchase Transactions risk Series risk Small Company risk Uncertainty risk

Read the rest in the brochure

Types of Clients Mackenzie currently provides investment advice to U.S. Sub-Advised Funds, Private Funds, Collective Investment Trusts, UCITS Sub-Advised Funds, Canadian Sub-Advised Funds and Separately Managed Accounts. In the future, Mackenzie could provide advice to other types of clients. Minimum Initial Investments Cayman Private Funds establish minimum investment levels, which are described in each Cayman Private Fund’s private placement memorandum and can be changed at the sole and absolute discretion of the general partner or board of directors. Currently, the minimum investment levels for Cayman Private Funds are $1 million. In addition, the relevant general partner or the directors of a Cayman Private Fund, as applicable, can require the maintenance of a minimum capital account size in the event of a partial withdrawal from a Cayman Private Fund or require an Investor to redeem all or part of its interest in a Cayman Private Fund. U.S. Sub-Advised Funds have a $100,000 minimum initial investment amount for Class A shares as well as minimum subsequent investment amounts. A U.S. Sub-Advised Fund can also impose other eligibility requirements. Notably, these minimum investment amounts and other requirements can change and are described in the U.S. SubAdvised Fund’s Registration Statement. Canadian Sub-Advised Funds other than exchange-traded funds have eligibility requirements including minimum investment requirements, which are different for each series of the funds offered. Details of the requirements are described in the prospectus or other offering document of the fund. Collective Investment Trusts have no stated minimum initial investment. UCITS Sub-Advised Funds have eligibility requirements including minimum investment requirements, which are different for each class of the funds offered. Details of the requirements are described in the prospectus of the fund. Separately Managed Accounts typically require a minimum initial market value of $25,000,000 depending upon the investment mandate. Mackenzie or its affiliates reserve the right to waive or reduce the investment minimums with respect to a specific Investor in a Cayman Private Fund in its sole discretion. Other Eligibility Requirements Investors in certain Investment Funds, including the Private Funds, can be subject to certain minimum income, net worth or other standards or additional qualification requirements imposed by the Investment Fund or applicable law, as set forth in the relevant governing documents. Consistent with these requirements, Private Fund Investors typically consist of:

high net worth individuals and a variety of institutional investors (e.g., trusts, employee benefit plans, endowments, foundations, corporations and other types of entities, including private funds of funds) that wish to invest in accordance with the Private Fund’s investment objective; and

Mackenzie and its affiliates, as well as personnel of Mackenzie and its affiliates (including but not limited to portfolio management personnel responsible for the management of Accounts) who are “knowledgeable employees” (as defined by 1940 Act Rule 3c-5) or otherwise meet the Private Fund’s eligibility requirements.

In no event should this Brochure be considered to be an offer of interests in an Investment Fund or relied upon in determining to invest. It is also not an offer of, or agreement to provide, advisory services directly to any recipient.

15 | P a g e

As mentioned in Item 5, the Firm and its affiliates manage various Accounts having different fee arrangements, including circumstances where some Accounts pay only management fees while other Accounts are subject to both management fees and incentive or performance-based fees. For U.S. Clients, any incentive or performance-based compensation will be charged in compliance with Rule 205-3 under the Advisers Act, unless that rule is inapplicable by reason of Section 205(b) of the Advisers Act or related rules or interpretations of the SEC and its staff. Each incentive compensation arrangement is individually negotiated with the relevant Client and set forth in the governing documents or investment management agreement. In certain instances, incentive compensation is charged only when gains in an Account exceed a particular rate or agreed upon benchmark (i.e., a hurdle provision), and losses can be carried forward so that no incentive compensation is charged unless the losses have been recouped, subject to certain adjustments (i.e., a high-water mark provision). As discussed below, incentive fees can be based on unrealized gains. MEMLS Fund Management (Cayman) LP, a Cayman Islands exempted limited partnership that is affiliated with the Firm, acts as the general partner to one Cayman Private Fund. Mackenzie EM Funds Management (Cayman) Ltd., a Cayman Islands exempted company that is affiliated with the Firm, acts as the general partner to certain other Cayman Private Funds. Incentive compensation for relevant Cayman Private Funds is generally paid through an annual allocation of profits from each Investor into the capital account of the investment manager, the related general partner, or another Mackenzie affiliate at each calendar year’s end. The ability to earn incentive compensation creates conflicts of interest including that Mackenzie has an incentive to make riskier or more speculative investments for Accounts paying such fees. Such conflicts are mitigated by establishment of investment guidelines for each Account’s fees and expenses. Because the Firm and each relevant affiliate manage various Accounts that charge performance-based fees and other types of fees, there is an incentive to favor certain Accounts over others where fees differ among Accounts and:

the Accounts have the same or similar investment styles or otherwise compete for investment opportunities,

the Accounts have differing abilities to engage in short sales or similar investment strategies, and/or

Mackenzie or its personnel or our affiliates or their personnel have differing personal or proprietary interests.

In particular, there is an incentive to favor Accounts that charge performance-based fees, such as an applicable Separately Managed Account or Cayman Private Fund, or in which Mackenzie or its affiliates and their respective personnel have investments or other pecuniary interests, over Accounts that charge other types of fees, such as a U.S. Sub-Advised Fund, and to favor those Accounts that charge a higher performance-based fees (or in which there are relatively greater pecuniary interests) over those with a lower performance-based fee (or in which there are relatively lesser, or no, pecuniary interests). With Private Funds there is also a conflict of interest between the Firm/affiliate’s interest in earning a profit in the short term with the long term interests of the Private Fund. The Firm/affiliate has an incentive to invest Private Fund assets in investments that are riskier or more speculative than would be the case if the Firm/affiliate was only compensated based on a flat percentage of capital, because these investments can allow the general partner to collect larger performance-based compensation. To mitigate this conflict, we and our affiliates maintain policies and procedures, including the Code (described in Item 11: Side-by-Side Management and Differential Interests, below) and Trade Allocation Policy, reasonably designed to assure that all Accounts are serviced: (1) in a manner consistent with the fiduciary duties an adviser owes its clients and applicable law and without considering such persons’ ownership, compensatory or other pecuniary or financial interests and (2) fairly and equitably over time to mitigate these and other conflicts associated with “side-by-side” management. Please see the discussion in Item 11: Side-by-Side Management and Differential Interests for a further description of these conflicts of interest.

13 | P a g e

Other Conflicts of Interest Mackenzie’s management fees and general partner allocations are often based on the market value and/or performance of Accounts. As a result, to the extent that Mackenzie and/or a general partner values a security higher than its current market value (or where such market values are unreliable), Mackenzie and/or the general partner benefits by receiving a management fee or incentive allocation that is increased by the impact, if any, of such valuation discrepancy. Additionally, where an Investor purchases or redeems interests in an Investment Fund at a net asset value that is impacted by a discrepancy in valuation, the Investor could receive a greater or lesser interest in (or increased or decreased redemption proceeds from) such Investment Fund than would have been the case absent the discrepancy. Similarly, existing and continuing Investors can be subject to dilution or accretion. A portion of the assets in which Accounts managed by Mackenzie invest could, at any time or from time to time, be illiquid, thinly traded or otherwise difficult to value. Mackenzie has implemented valuation policies and procedures reasonably designed to mitigate the conflicts and potential for material pricing discrepancies in respect of Account assets and to assure that assets are valued in good faith and as accurately as is reasonably practicable. However, the valuation procedures cannot assure that the fair value assigned to an asset will match the next available and reliable market price or, in retrospect, have been the price at which that asset could have been sold during the period in which the particular fair values were being used in determining an Account’s value for performance, fee calculation or net asset value purposes.

14 | P a g e

Other Financial Industry Activities and Affiliations The Firm is an indirect, majority-owned subsidiary of Power Corporation of Canada, a diversified international management and holding company with interests in companies that are active in the financial services, communications and other business sectors. As such, we are affiliated with a number of entities that are engaged in financial industryrelated activities. In addition, certain personnel of the Firm are registered representatives of unaffiliated broker-dealers registered with the SEC. Following are those related entities with which we maintain arrangements that are material to the Firm’s business. Other Investment Advisers The Firm currently manages Accounts and also recommends affiliated advisers to clients. In addition, Mackenzie is currently employed by affiliates to provide investment advisory and sub-advisory services to certain Private Funds, Separately Managed Accounts and Canadian Sub-Advised Funds. Certain of the Accounts we sub-advise are advised by an affiliated adviser. The Firm currently provides certain referral, marketing and client intake services to Mackenzie Financial Corporation and MIEL. The relevant affiliate compensates the Firm for these services and/or any referrals. Clients do not pay such fees directly to Mackenzie, nor are the fees paid by a client impacted by these arrangements. Material Conflicts of Interest Involving Related Parties To avoid a conflict of interest with respect to investment in securities issued by a related party named above, the Firm and its affiliates have adopted policies and procedures relating to investment in securities of related companies (“Related Issuers”). These policies seek to manage and, to the extent possible, avoid a conflict of interest with respect to investment in Related Issuers by requiring that a purchase, sale, or holding of such securities, among other requirements, must: (i) be made free from any influence by a related company; (ii) represent the business judgment of the portfolio manager uninfluenced by considerations other than the best interest of the Account; and (iii) be reasonably expected to achieve a fair result for the Account.

54 | P a g e

Interest in Client Transactions Mackenzie and its affiliates advise numerous Accounts. Our affiliates, including Mackenzie Financial Corporation, MIEL, and others who advise Accounts that we have introduced, can give advice and take action with respect to any Accounts they manage, or for their own account or the account of a supervised or access person (as those terms are defined by the Advisers Act and rules thereunder), that can differ from actions taken on behalf of other Accounts. Subject to our policies and procedures and applicable law, Mackenzie, an affiliate or a related person can:

recommend to clients securities in which Mackenzie, an affiliate, or a related person has a material financial interest;

recommend securities to clients at the same time that Mackenzie, an affiliate, or a related person buys or sells the same securities for their own account; and/or

invest in the same securities that Mackenzie, an affiliate, or a related person recommends to clients.

Mackenzie and its affiliates or related persons are not obligated to recommend, buy or sell, or to refrain from recommending, buying or selling any security that Mackenzie, its affiliates or their respective supervised and access persons can buy or sell for its or their own account or for any other managed Account. Such persons are also not obligated to refrain from investing in securities held in the managed Accounts, except to the extent that such investments violate policies and procedures applicable to or adopted by Mackenzie (including the Code, described below) or by such affiliates. Additionally, Mackenzie (or its affiliates) personnel can invest in the U.S. Sub-Advised Funds, Canadian Sub-Advised Funds, Cayman Private Funds and certain other pooled investment vehicles managed by Mackenzie which, in turn, can invest in securities held in other discretionary Accounts managed by Mackenzie. From time to time, officers and employees of Mackenzie or its affiliates can have interests in securities held by or recommended to Clients. Mackenzie has and its affiliates have implemented policies and procedures reasonably designed to address conflicts of interest relating to personal securities transactions and insider trading that are designed to identify and prevent or mitigate conflicts of interest. These policies and procedures, including the Code, are intended to avoid conflicts of interest with Clients and to resolve such conflicts appropriately, if they do occur. Any Covered Person who fails to observe the Code and other relevant compliance policies risks serious sanctions, including dismissal and personal liability. Code of Ethics (“Code”) A basic tenet of the Code is that Covered Persons must adhere to the highest principles of conduct in the discharge of their duties with respect to managed Accounts. Mackenzie values its adherence to the highest standards of integrity and ethical business conduct in ensuring the fair treatment of Clients. As such, the Code requires Covered Persons to comply with stated standards of business conduct, including compliance with Mackenzie’s policies and procedures, relevant fiduciary duties owed by an investment adviser to its Clients and applicable legal standards. Employees are expected to avoid situations in which their personal interests conflict with their professional duties and to disclose any such conflicts to Mackenzie Investment’s legal department. Covered Persons are also expected to report to the compliance department any violations of the Code which come to their attention. The Code sets forth Covered Persons’ obligations when dealing in covered securities for their own accounts, as well as various requirements designed to ensure that personal trading activity is reported to relevant personnel within Mackenzie Investments.

55 | P a g e

Mackenzie has adopted policies and procedures relating to personal securities transactions, insider trading (discussed below) and other ethical considerations to address conflicts of interest associated with personal trading. These policies and procedures are intended to identify and manage actual conflicts of interest with Clients. The Personal Trading Policy, which is included in the Code, contains provisions regarding Covered Persons’ personal trading and reporting requirements that are designed to address conflicts of interest. The Personal Trading Policy requires Covered Persons to submit initial and periodic reports regarding transactions in holdings in certain securities and obtain pre-clearance authorization from the compliance department for trades involving certain types of securities. The Personal Trading Policy also addresses conflicts of interest by, for example, prohibiting, for a period of time, Covered Persons from engaging in trades involving a security of the same issuer where a Client account also seeks to transact or has transacted in the same security. Mackenzie’s policies and the Code also include ethical restraints relating to Clients and their Accounts, including restrictions on gifts and provisions intended to prevent violations of laws prohibiting insider trading. Clients and prospective clients can obtain a copy of the Code by contacting the Firm, in writing, at Two International Place, Suite 2320, Boston, Massachusetts 02110. Each of our relevant affiliates is subject to the Code, or maintains a similar Codes of Ethics which is available to clients and prospects as set forth in the relevant affiliate’s Form ADV, Part 2A. Insider Trading Policies Mackenzie, its affiliates and its related persons could, from time to time, come into possession of material nonpublic and other confidential information which, if disclosed, might affect an investor’s decision to buy or sell a security (“Inside Information”). Inside Information could relate to, among other things, Mackenzie, its affiliates, Accounts which offer publicly traded securities, or other issuers. Under applicable law, Mackenzie, its affiliates and their related persons are prohibited from improperly disclosing or using Inside Information for their personal benefit or for the benefit of any other person, regardless of whether that person is a Client. Accordingly, should such persons come into possession of Inside Information with respect to any issuer, they will be prohibited from communicating such information to, or using such information for the benefit of, their clients when following policies and procedures designed to comply with applicable law. Mackenzie (and its affiliates) has also adopted policies and procedures to prevent the misuse of Inside Information by officers, directors and employees, which are designed to comply with applicable law including, but not limited to, Section 204A of the Advisers Act. These policies and procedures include, among other things, blackout periods and restricted lists that prohibit the trading of a company until the company is removed from the restricted list. As a result of a company being placed on the restricted list, an Account (or the personal accounts of a Covered Person) is precluded or restricted with respect to purchases or sales of that security. Other Conflicts of Interest Inconsistent Investment Positions and Timing of Competing Transactions From time to time, Mackenzie (or, where applicable, an affiliate) could take an investment position or action for one or more Accounts that is different from, or inconsistent with, an action or position taken for one or more other Accounts having similar or differing investment objectives and such actions could be taken at differing, and potentially inopportune, times. When a position is established or disposed of for one Account ahead of, or contemporaneously with, similar portfolio decisions or strategies for another Account, market impact, liquidity constraints, or other factors could result in one or more Accounts receiving less favorable trading results, the costs of implementing such portfolio decisions or strategies could be increased, such Accounts could be diluted, the values, prices or investment strategies of another Account could be impaired or such Accounts could otherwise be disadvantaged. Conflicts can also arise in cases where Accounts invest in different parts of an issuer’s capital structure, including circumstances in which one or more Accounts own private securities or obligations of an issuer and other Accounts own public securities of the same issuer.

56 | P a g e

This can result in circumstances where Mackenzie will pursue or enforce rights of certain Accounts with respect to an issuer in which other Accounts have invested, even though this could have an adverse effect on the price, availability, liquidity, and terms of the second Account’s investment and vice versa, and transactions for such Accounts could as a result be effected at less favorable prices or terms or otherwise impaired. To mitigate such conflicts, Mackenzie or its affiliate could refrain from participating or could exercise the rights for Accounts that have the right to participate to the fullest extent of each Account’s interest and right to do so, even though doing so might disadvantage other Accounts. Side-by-Side Management and Differential Interests As discussed above, the nature and amount of compensation paid to Mackenzie or its affiliates by certain Accounts (including, particularly, Separately Managed Accounts and Private Funds), some of which can be managed to investment strategies that involve investing in similar, competing or conflicting investments, can differ from the compensation paid by such Accounts (including, particularly, the U.S. Sub-Advised Funds and the Canadian SubAdvised Funds). Additionally, Mackenzie, its affiliates, and its personnel can have differing investment or pecuniary interests in different Accounts and personnel could similarly have differing compensatory interests with respect to different Accounts. A conflict of interest exists when: (1) the actions taken on behalf of one Account could impact other similar or different Accounts (e.g., because such Accounts have the same or similar investment strategies or otherwise compete for investment opportunities, have potentially conflicting investment strategies or investments, or have differing ability to engage in short sales and economically similar transactions) and (2) Mackenzie, its affiliates and its personnel have differential interests in such Accounts (i.e., expose Mackenzie or its related persons to differing potential for gain or loss through differential ownership interests or compensation structures), to the extent that Mackenzie or its affiliates could have an incentive to favor certain Accounts over others that could be less lucrative. Such conflicts can present particular concern when, for example, Mackenzie or an affiliate places, or allocates the results of, securities transactions that Mackenzie or such affiliate believes would more likely result in favorable performance, engages in cross trades or executes potentially conflicting or competing investments. To mitigate these conflicts, our policies and procedures have been reasonably designed to require that investment decisions are made in accordance with the fiduciary duties owed to such Accounts and without consideration of pecuniary, investment or other financial interests.

57 | P a g e

Selecting Broker-Dealers for Client Transactions Investment and brokerage decisions for Accounts, to the extent such discretion has been granted to Mackenzie, are made by portfolio managers and traders. In placing brokerage transactions for Accounts with respect to which Mackenzie has been granted trading discretion, the portfolio managers and traders seek to: (1) determine each Client’s trading requirements, including those that are based on laws applicable to the Client, (2) select appropriate trading methods, venues and agents to execute the trades under the circumstances, (3) evaluate market liquidity of each security and take appropriate steps to mitigate excessive market impact, (4) maintain confidentiality of client and proprietary information related to trading decisions, and (5) review the results of executions on a periodic basis. On a periodic basis, Mackenzie or an affiliate reviews Mackenzie’s trading practices and results including the quality of executions received, and commissions paid, by discretionary accounts. Among the items considered in this review are: a broker-dealer’s trading history, administrative quality and responsiveness; examinations of failed trades and a broker-dealer’s response thereto; conflicts of interest; commission rates and execution costs. The goal, when evaluating its efforts to seek best execution is to exercise reasonable, good faith judgment to select broker-dealers that will consistently provide quality execution. The following summarizes the policies with respect to its exercise of investment and brokerage discretion on behalf of its Accounts. Selection Criteria for Trade Execution Mackenzie places all orders for the purchase or sale of securities with the primary objective of maximizing the overall value to the Account at the time and under the circumstances. In doing so, the portfolio managers and traders seek to obtain best execution from responsible broker-dealers at competitive commission rates (or equivalents). Mackenzie insists on a high standard of quality regarding execution services and deals only with broker-dealers that we believe meet this standard. Commissions paid by Mackenzie are reviewed on a regular basis. As discussed below, Mackenzie also places value on broker-dealers who are able to provide useful research and brokerage assistance and Mackenzie can consider whether it maintains a soft dollar arrangement with the broker-dealer. The objective in effecting portfolio transactions is to seek to obtain the best combination of price and execution. The best net price, giving effect to brokerage commissions, spreads and other costs, is normally an important factor in execution decisions, but a number of other, judgmental factors are also considered as they are deemed relevant. In applying these factors, Mackenzie recognizes that different broker-dealers have differing execution capabilities with respect to different types of securities and transactions. The factors that can be considered include, but are not limited to:

58 | P a g e

knowledge of negotiated commission rates and spreads currently available and the competitiveness and reasonableness of rates offered; the nature of the security being traded; the size and type of transaction; the nature and character of the markets for the security to be purchased or sold; the desired timing of the trade and the broker-dealer’s ability to meet the required or requested speed of execution; the activity existing and expected in the market for the particular security;

the broker-dealer’s access to primary markets and quotation sources; the broker-dealer’s ability to execute orders with minimal market impact; the ability of the broker-dealer to locate sources of liquidity and to effect transactions when a large block of securities is involved or where liquidity is limited; confidentiality; the execution, clearance and settlement capabilities and history as well as the reputation and perceived soundness of considered broker-dealers; knowledge of actual or apparent operational problems of any broker-dealer; the broker-dealer’s execution services rendered on a continuing basis and in other transactions; the broker-dealer’s reliability in executing trades, keeping records and accounting for and correcting trade errors and failed trades or settlements to Mackenzie’s satisfaction; the broker-dealer’s ability to accommodate Mackenzie’s needs with respect to one or more trades – including its ability and willingness to maintain quality execution in unusual or volatile market conditions; the broker-dealer’s block trading and arbitrage capabilities; and the broker-dealer’s access to other markets.

When buying or selling securities in dealer markets, Mackenzie can, subject to its duty to seek best execution, deal directly with market makers either on a commission basis or on a “net” basis, without paying the market maker any commission, commission equivalent or mark-up/mark-down, other than the spread. Net trades mean that the market maker profits from the spread (i.e., the difference between the price paid or received by Mackenzie and the price received or paid by the market maker in trades with other broker-dealers or customers). In appropriate circumstances, Mackenzie can also use an electronic communication network (“ECN”) or alternative trading system (“ATS”) to effect over-the-counter trades when, in its judgment, the use of an ECN or ATS could result in equally or more favorable overall execution quality for the transaction. Mackenzie can trade in this manner when it believes that any commissions paid to the ECN or ATS, when added to the price and considering all relevant circumstances, still results in equal or better qualitative execution than might have otherwise been obtained trading “net” with a market maker. In circumstances where one or more Accounts seek to dispose of securities which would be appropriate or desirable for one or more other Accounts, Mackenzie can utilize “cross-trading,” if consistent with applicable law. When crosstrading, Mackenzie can, in some cases, as a result of applicable legal or contractual requirements or market conventions, be required to execute through a brokerage firm and/or exchange or registered dealer, consistent with applicable law. When executing a cross-trade, the traded securities will be valued at a market price that is fair to each participating Account. This generally involves obtaining market information from at least one market source prior to execution. Cross-trades involving certain Accounts, including Accounts subject to the Employee Retirement Income Security Act of 1974, the U.S. Sub-Advised Funds, the UCITS Sub-Advised Funds and Canadian Sub-Advised Funds, are subject to additional restrictions. In some cases, Mackenzie will engage in a transaction not involving a public market or for which only a single avenue for execution is available (e.g., where securities can be purchased or redeemed only through the issuer or the issuer’s specified agent). Similarly, certain of the markets in which Mackenzie trades on behalf of Accounts are “emerging markets” where there is limited or no choice of brokers, where commission rates (or commission equivalents) are “fixed” or heavily regulated or where there is not the same level of transparency as to execution costs and quality as is the case in more developed markets such as the U.S., Canada or European Union countries. In those cases, Mackenzie could be limited in its ability to negotiate costs or terms but will seek, as practicable and consistent with relevant market regulations and conventions, to obtain the most favorable terms reasonably available under the circumstances and to minimize costs, consistent with achieving the desired investment objective and seeking an acceptable quality of execution. Where there is a lack of choice or transparency as to execution related costs and expenses, Mackenzie will typically focus primarily on securities prices and certainty of execution in determining how to execute a trade and in examining its efforts to seek best execution in the relevant market.

59 | P a g e

Commission Rates or Equivalents Policy Mackenzie endeavors to remain aware of current charges of eligible broker-dealers and to minimize the expense incurred for effecting portfolio transactions to the extent consistent with the interests and policies of its Clients. As noted above, Mackenzie or its affiliate periodically review the quality of executions received from its brokers and considers, where appropriate, the services of other brokers (or other execution venues) that are available to execute Client transactions, when evaluating its efforts to seek best execution. Any broker (or execution venue) that has provided (or could be expected to provide) acceptable performance and whose financial condition and commission rates are acceptable can be selected to execute Account transactions. Where Mackenzie or an affiliate believes that, over time, a particular broker-dealer has consistently and materially engaged in activity that is not in the best interest of Clients, Mackenzie or an affiliate can determine to restrict or prohibit future execution of transactions through that broker-dealer. Mackenzie or an affiliate will set ranges for commission rates and negotiate with broker-dealers, when appropriate. However, broker-dealers will not be selected solely on the basis of “posted” commission schedules nor will Mackenzie always seek in advance competitive bidding for the most favorable rate applicable to a particular transaction. Although Mackenzie generally seeks competitive commission rates, Clients will not necessarily pay the lowest commission or commission equivalent. Mackenzie believes that paying fair and reasonable commissions to broker-dealers in return for quality services benefits Clients. Moreover, transactions that involve specialized services on the part of the broker-dealer will usually result in higher commissions or other compensation to the broker-dealer than would be the case absent such services for more routine transactions. Mackenzie utilizes several different broker-dealers and favors those whose execution abilities or other legitimate and appropriate services are particularly helpful in seeking favorable investment results for Clients. As part of this determination, Mackenzie recognizes that some brokerage firms are better at executing some types of orders than others. Thus, it can be in the best interest of Clients to utilize a broker whose commission rates are not the lowest but whose abilities result in lower overall transaction costs or more favorable results. The overriding consideration in routing orders for execution is to seek to maximize Client profits (or minimize losses) through a combination of controlling transaction and securities costs and seeking the most effective uses of brokers’ capabilities.

60 | P a g e

Thus, in our view, the reasonableness of commissions is based on market conditions and the opinion of the broker’s ability to provide professional services, competitive commission rates and other permissible services which will help in providing investment advisory services to Clients. Recognizing the value of these factors, Mackenzie can pay to a broker who provides such services a commission in excess of that which another broker, which offers no additional services and minimal transaction assistance (i.e., “execution-only” service), might have charged for effecting the same transaction. Mackenzie or an affiliate regularly evaluate the placement of brokerage and the reasonableness of commissions paid. In the same vein, Mackenzie or an affiliate make a good faith determination that the amount of commission paid is reasonable in relation to the value of the services rendered, and relative to market norms when viewed in terms of either a specific transaction or the overall responsibilities to its Clients. However, the extent to which commission rates or net prices charged by brokers reflects the value of these services often cannot be readily determined. “Soft Dollar” Benefits In allocating brokerage, and consistent with Mackenzie’s policies and procedures, Mackenzie takes into account the value of eligible brokerage and research products and services (each a “soft dollar item”) provided by applicable broker-dealers, as long as such consideration does not jeopardize the objective of seeking best execution. Certain broker-dealers provide a bundle of services, including research and execution of transactions. When appropriate under its discretionary authority and consistent with its duty to seek best execution, Mackenzie can direct brokerage transactions for Client Accounts to broker-dealers who provide Mackenzie with useful soft dollar items. The brokerage commissions used to acquire soft dollar items in these arrangements are commonly referred to as “soft dollars”. Soft dollar items are either proprietary (created and provided by the broker-dealer, including tangible research products as well as access to analysts and traders) or third-party (created by a third party but provided by the brokerdealer) and include:

advice relating to the value of a security or the advisability of effecting a transaction in a security;

an analysis, or report, concerning a security, portfolio strategy, issuer, industry or an economic or political factor or trend; or

a database, or software, to the extent that it supports research goods or services.

Read the rest in the brochure

Referral Arrangements From time to time, Mackenzie or an affiliate enter into arrangements whereby Mackenzie or such affiliate will engage a solicitor, including an affiliated solicitor, to refer Clients or Investors to Mackenzie or such affiliate. Currently, Mackenzie has engaged Northleaf Capital Partners (Canada) Ltd. (“NCP”) to provide client referrals and marketing services to Mackenzie in respect of Australian institutional investors. Mackenzie compensates NCP via a monthly service fee and will further compensate NCP for successful referrals. The services NCP provides to Mackenzie include the promotion and sale of Mackenzie strategies to relevant prospects via introduction, referral or assistance with solicitation and assisting with arranging roadshow or webinar events at the request of Mackenzie. Additionally: (i) Mackenzie has engaged a third-party, unaffiliated placement agent to place interests in the Cayman Private Funds and Collective Investment Trusts; and (ii) representatives of Mackenzie Financial Corporation provide certain marketing and client intake services to Mackenzie. Disclosures from a solicitor or placement agent should be reviewed carefully; they generally contain important information with respect to, among other things, the material terms of the compensation paid, the nature of any relationship or affiliation with Mackenzie, whether the Client or Investor bears any costs with respect to the solicitation and whether the fees paid by such a Client or Investor would differ from fees paid by similarly situated persons who are not so introduced, as a result of the solicitation. Currently, it is not expected that fees charged to those who are introduced by a solicitor or placement agent will, as a result of the introduction, be higher than those charged to persons who were not so introduced. However, as discussed above, fees are negotiable, so some Clients or Investors not introduced by a solicitor or placement agent could, as a result of negotiation, pay fees that are lower than those who are otherwise similarly situated but introduced by a solicitor or placement agent. As discussed above, the Firm currently provides certain marketing and client intake services to Mackenzie Financial Corporation and MIEL and could in the future provide such services to other affiliates. Certain personnel of the Firm are compensated for successful referrals.

67 | P a g e

Not applicable.

53 | P a g e

Review of Accounts Mackenzie Investments’ compliance department performs daily pre-trade and post-trade reviews of Accounts, aided primarily by the use of automated Rules built into the order management system. These Rules screen trades and holdings against each Account’s applicable investment objective, strategies, and restrictions, as well as applicable regulatory requirements. Also, all Accounts are reviewed on a quarterly basis by the applicable Chief Investment Officer (“CIO”) of Mackenzie Investments and other members of the management team. Additionally, the portfolio manager for an Account, is responsible for ensuring that each managed Account conforms to the Account’s investment objectives, strategies, and restrictions and for reviewing all trading activity. These reviews include consideration and analysis of: current market activity and conditions; individual issuers; portfolio composition and performance of each Account, as well as comparisons across similar Accounts. Client Reports Institutional Clients receive such reports as are agreed upon between the Client and Mackenzie or an affiliate. The nature and frequency of these reports is typically set forth in the relevant investment advisory contract and can vary from Account to Account. Mackenzie or an affiliate also make representatives available to discuss investments in a Client’s Account with that Client on a periodic basis as agreed with the Client. Investors in Cayman Private Funds receive reports as described in the applicable private placement memorandum. Such reports typically include quarterly investment commentary and analysis. Where required by law, Investors in Cayman Private Funds are also provided Form K-1 for tax purposes. To comply with the Custody Rule, Investors in relevant Cayman Private Funds receive audited financial statements, within 120 days following the Cayman Private Fund’s fiscal year end. In some cases, Mackenzie can provide certain information about a Cayman Private Fund to some Investors but not others or provide information to some Investors at a different time than such information is provided to others. With regard to U.S. Sub-Advised Funds, Mackenzie engages in monthly, quarterly, and annual reporting as detailed in the applicable sub-advisory agreement. Quarterly and annual reporting includes conversations with the adviser to the U.S. Sub-Advised Funds and Mackenzie reports to the board of the U.S. Sub-Advised Funds at least once every two years. Clients often also receive custodial statements from their Account’s custodian and transaction reports from executing brokers. For Accounts with respect to which Mackenzie or its affiliate is subject to the Custody Rule, as a result of fee billing arrangements or otherwise (other than the Private Funds), Clients will receive account statements directly from the Custodian, no less frequently than quarterly, in addition to any statements provided by Mackenzie or an affiliate. If the Client receives an account statement from the Custodian, the Client should carefully review such account statement, and Clients are encouraged to contact Mackenzie if they see any discrepancies. Please see Item 15: Custody for more information on our compliance with the Custody Rule. In addition to written reports, Mackenzie or an affiliate often have formal or informal discussions with Clients regarding their Account.

66 | P a g e

Custody of Accounts Mackenzie would be deemed to have “custody” of Accounts within the meaning of the Custody Rule if Mackenzie or an affiliate has access to or authority over Client funds and securities for purposes other than issuing trading instructions. If Mackenzie is deemed to have custody over a Client’s Account that is a Separately Managed Account, the custodian will send periodic account statements (generally on a quarterly basis) indicating the amounts of any securities or cash in the Account as of the end of the statement period and any transactions in the Account during the statement period. Clients should review these statements carefully and should contact us immediately if a Client does not receive account statements from the custodian on at least a quarterly basis. If Mackenzie or an affiliate separately provides reports or account statements, Clients should compare these carefully to the custodian’s account statements. Clients should contact Mackenzie immediately if there appears to be any discrepancy between the custodian’s statements and Mackenzie’s. Where an affiliate of the Firm serves as trustee of one or more Canadian Sub-Advised Funds, the Firm is deemed to have “custody” in respect of each such Canadian Sub-Advised Fund within the meaning of the Custody Rule. To comply with the Custody Rule, each Investor in such a Canadian Sub-Advised Fund receives audited financial statements in accordance with Canadian law. If you have invested in such a Canadian Sub-Advised Fund and have not received audited financial statements timely, please contact us immediately. In addition, because an affiliate of the Firm serves as general partner of one or more Cayman Private Funds advised by the Firm, the Firm is deemed to have “custody” in respect of each such Cayman Private Fund’s assets under the Custody Rule. Each Investor in such a Cayman Private Fund receives audited financial statements within 120 days following the Cayman Private Fund’s fiscal year end and (when applicable) upon liquidation of such Cayman Private Fund. If you have invested in such a Cayman Private Fund and have not received audited financial statements timely, or have any questions about the Cayman Private Fund’s Financial Statements, please contact us immediately.

68 | P a g e

Generally, Mackenzie is retained with respect to its Accounts on a discretionary basis and is authorized to make the following determinations in accordance with the Account’s specified investment objectives and restrictions without Client consultation or consent before a transaction is effected:

which securities to buy or sell;

the total amount of securities to buy or sell;

the broker or dealer through which securities are bought or sold;

the commission rates (or equivalents) at which transactions are effected; and

the prices at which securities are to be bought or sold, including spreads, mark-ups and other transaction costs.

Mackenzie can, however, accept Accounts with limited discretion. Further, as noted above in Item 4, Clients are permitted, and some choose, to impose restrictions on Account investments, including reasonable limits on the types of securities held as well as prohibitions or limitations on particular securities or issuers. In addition, as described in Item 4, Mackenzie can provide Model Portfolio recommendations to other investment advisers.

69 | P a g e

Proxy Voting Policies and Procedures Except to the extent that a Client, by contract or otherwise, explicitly reserves the power to vote proxies to itself or another party (or prohibits Mackenzie from voting), Mackenzie will vote proxies with respect to each Account for which it has discretionary authority. Mackenzie has written proxy voting policies and procedures as required by relevant local law, including Advisers Act Rule 206(4)-6. Under these policies and procedures, Mackenzie votes proxies relating to portfolio securities in accordance with proxy voting policies and procedures and in the best interests of its Clients, unless the Client has requested, in writing, that alternate procedures (including, but not limited to, a Client’s own proxy voting policies and procedures) be applied. Mackenzie considers the “best interests of its Clients” to be the best economic interests over the long term – that is, the common interest that all Clients, as owners of interest in an issuer, share in seeing the value of their investment increase over time. Mackenzie has engaged Glass, Lewis & Co. (“Glass Lewis”), a third-party proxy advisory firm, to provide proxy voting recommendations. An agreement of general voting guidelines and policies has been established between Mackenzie and Glass Lewis. Such guidelines and policies provide that environmental, social and governance factors be taken into account by Glass Lewis where appropriate. Mackenzie also periodically reviews Glass Lewis’ voting guidelines and processes. Mackenzie has also engaged Glass Lewis’ Viewpoint solution to pre-populate each client’s votes on its electronic voting platform with Glass Lewis’ recommendations and then automatically submits Mackenzie’s clients’ proxy votes. Pre-population and automated voting generally occur prior to the submission deadline for proxies to be voted at the shareholder meetings and Mackenzie relies on Glass Lewis to ensure proxy voting materials that are received close to the submission deadline are incorporated into its voting recommendations and Mackenzie’s clients’ votes. Mackenzie will generally vote in accordance with Glass Lewis’ recommendations. Should a situation arise where Mackenzie believes voting in a manner other than agreed upon in the guidelines, or abstaining from a vote, is in the best interest of its clients, Mackenzie will exercise its discretion to vote or abstain accordingly. Mackenzie does not vote proxies with respect to Model Portfolios – voting for those proxies will be organized by the applicable investment adviser, who should be contacted with questions about a particular solicitation instead of Mackenzie. Conflicts of Interest Circumstances could occur where there is a conflict of interest between an Account and Mackenzie with respect to voting the Client’s securities. Where a Mackenzie portfolio manager believes he or she has a conflict or potential conflict, he or she will notify the applicable Mackenzie Investments CIO, and either the Senior Vice-President, Legal (“SVP, Legal”) or the Chief Compliance Officer (“CCO”). Should that CIO and either the SVP, Legal or the CCO conclude that a material conflict exists, the CCO will document the conflict and inform the Mackenzie Investments Investment Operations Department. The Investment Operations Department will maintain a Proxy Voting Watch List (“Watch List”) that includes the names of issuers that could subject Mackenzie or a portfolio manager to a conflict and will notify the applicable CIO, and either the SVP, Legal or CCO of any meeting circulars and proxies received from an issuer on the Watch List. That CIO and either the SVP, Legal or CCO will discuss the voting matter(s) with the internal portfolio manager and ensure that the proxy voting decision is based on the proxy voting policies and the best interests of the Account. These conflicts could also be mitigated by use of the proxy voting advisor. All voting decisions made in these circumstances are documented and filed by the Investment Operations Department. How to Learn More About the Voting of Proxies Clients can obtain a copy of Mackenzie’s proxy voting policies and procedures and/or information on how their securities were voted by contacting Mackenzie Investments, in writing, at Two International Place, Suite 2320, Boston, Massachusetts 02110. Mackenzie will not disclose proxy votes for a Client to other Clients or third-parties, 70 | P a g e

unless specifically requested, in writing, by the Client or required by law (e.g., U.S. mutual funds). Where Mackenzie serves as a sub-adviser to an Account, Mackenzie will be deemed to be authorized to provide proxy voting records to the Account’s adviser.

71 | P a g e

Not applicable.

72 | P a g e