Mackenzie Financial Corporation and The Funds

Decision

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- relief granted under subsection 62(5) of the Securities Act to extend the lapse dates of a simplified prospectus and of a long form prospectus of certain investment funds by 113 and 74 days, respectively, to facilitate their consolidation with the prospectuses of other funds under common management -- No conditions.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5).

March 13, 2025

IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (the Jurisdiction) AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS AND IN THE MATTER OF MACKENZIE FINANCIAL CORPORATION (the Filer or Mackenzie) AND IN THE MATTER OF THE FUNDS LISTED IN SCHEDULE A (the Mackenzie Funds)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer on behalf of the Mackenzie Funds for a decision under the securities legislation of the Jurisdiction (the "Legislation") that the respective time limits for the renewal of the simplified prospectus of Mackenzie Global Dividend Enhanced Yield Fund, Mackenzie Global Corporate Fixed Income Fund and Mackenzie Global Dividend Enhanced Yield Plus Fund (the "Mackenzie Mutual Funds") dated June 6, 2024 (the "Mackenzie Mutual Fund Prospectus") and the renewal of the long form prospectus of Mackenzie Canada Low Volatility ETF, Mackenzie Global Dividend ETF and Mackenzie US Low Volatility ETF (the "Mackenzie ETFs") dated May 16, 2024 (the "Mackenzie ETF Prospectus", and together with the Mackenzie Mutual Fund Prospectus, the "Mackenzie Prospectuses") be extended to those time limits that would apply if the lapse dates of the Mackenzie Prospectuses were September 27, 2025 (in the case of the Mackenzie Mutual Fund Prospectus) and July 29, 2025 (in the case of the Mackenzie ETF Prospectus) (the Exemption Sought).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(i) the Ontario Securities Commission is the principal regulator for this application; and

(ii) the Filer has provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Northwest Territories, Yukon Territory, and Nunavut (the Other Jurisdictions, and together with Ontario, the Jurisdictions).

Interpretation

Terms defined in National Instrument 14-101 Definitions, MI 11-102, National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101), National Instrument 81-102 Investment Funds (NI 81-102) and National Instrument 41-101 General Prospectus Requirements (NI 41-101) have the same meaning if used in this decision, unless otherwise defined.

Representations

This decision is based on the following facts represented by the Filer:

The Filer and The Mackenzie Funds

1. The Filer is a corporation amalgamated under the laws of Ontario with its head office in Toronto, Ontario.

2. The Filer is registered as an investment fund manager, portfolio manager, exempt market dealer, and commodity trading manager in Ontario. The Filer is also registered as a portfolio manager and exempt market dealer in the Other Jurisdictions, as an investment fund manager in the Provinces of Newfoundland and Labrador and Québec, and as an advisor in Manitoba.

3. The Filer is the investment fund manager, trustee, and portfolio manager of each of the Mackenzie Funds.

4. The Filer is not in default of securities legislation in any of the Jurisdictions.

5. Each Mackenzie Fund is an open-ended mutual fund trust established under the laws of Ontario and is a reporting issuer as defined in the securities legislation of each of the Jurisdictions.

6. None of the Mackenzie Funds is in default of securities legislation in any of the Jurisdictions.

7. Securities of each of the Mackenzie Funds are currently qualified for distribution in each of the Jurisdictions under the Mackenzie Prospectuses. The securities of the Mackenzie ETFs are listed on the Toronto Stock Exchange.

Reasons for the Exemption Sought

8. The lapse date of the Mackenzie Mutual Fund Prospectus is June 6, 2025 (the Mackenzie Mutual Funds Current Lapse Date) and the lapse date of the Mackenzie ETF Prospectus is May 16, 2025 (the Mackenzie ETFs Current Lapse Date, and together with the Mackenzie Mutual Funds Current Lapse Date, the Mackenzie Current Lapse Dates, and each, a Mackenzie Current Lapse Date). Accordingly, under subsection 62(2) of the Securities Act (Ontario), the distribution of securities of each of the Mackenzie Funds would have to cease on the applicable Mackenzie Current Lapse Date unless:

(a) the Mackenzie Funds file a pro forma simplified or long form prospectus, as applicable, at least 30 days prior to the applicable Mackenzie Current Lapse Date;

(b) the final simplified or long form prospectus, as applicable, is filed no later than 10 days after the applicable Mackenzie Current Lapse Date; and

(c) a receipt for the simplified or long form prospectus, as applicable, is obtained within 20 days after the applicable Mackenzie Current Lapse Date.

9. The Filer is the investment fund manager of the Mackenzie Funds. The Filer is also the investment fund manager of (i) approximately 92 other mutual funds (the Affiliated Mackenzie Mutual Funds) that currently distribute their securities to the public under a simplified prospectus and fund facts with a lapse date of September 27, 2025 (collectively, the Affiliated Mackenzie Mutual Funds Prospectus), and (ii) approximately 50 exchange-traded funds (the Affiliated Mackenzie ETFs, and together with the Affiliated Mackenzie Mutual Funds, the Affiliated Mackenzie Funds) that currently distribute their securities to the public under a long form prospectus and ETF Facts with a lapse date of July 29, 2025 (the Affiliated Mackenzie ETF Prospectus, and together with the Affiliated Mackenzie Mutual Funds Prospectus, the Affiliated Mackenzie Prospectuses).

10. The Filer wishes to combine (i) the Makenzie Mutual Funds Prospectus with the Affiliated Mackenzie Mutual Funds Prospectus and (ii) the Mackenzie ETF Prospectus with the Affiliated Mackenzie ETF Prospectus to reduce renewal, printing and related costs.

11. Offering (i) the Mackenzie Mutual Funds and the Affiliated Mackenzie Mutual Funds under the same simplified prospectus and fund facts and (ii) the Mackenzie ETFs and the Affiliated Mackenzie ETFs under the same long form prospectus and ETF facts (collectively, the Renewal Documents) would facilitate the distribution of the Renewal Documents in the Jurisdictions under the same prospectus and enable the Filer to streamline disclosure across its mutual fund and exchange-traded fund platforms.

12. As the Affiliated Mackenzie Mutual Funds and Affiliated Mackenzie ETFs are also managed by the Filer and share many common operational and administrative features with the Mackenzie Mutual Funds and Mackenzie ETFs, respectively, offering them under the same Renewal Documents would allow investors to compare their features more easily.

13. It would be impractical to alter and modify all the dedicated systems, procedures, and resources required to prepare the Renewal Documents of the Affiliated Mackenzie Mutual Funds and the Affiliated Mackenzie ETFs and unreasonable to incur the costs and expenses associated therewith, so that the Renewal Documents of the Affiliated Mackenzie Mutual Funds and the Affiliated Mackenzie ETFs can be filed earlier with the Renewal Documents of the Mackenzie Mutual Funds or Mackenzie ETFs, as applicable, on or before their respective lapse dates.

14. If the Exemption Sought is not granted, it will be necessary to renew the Mackenzie Prospectuses twice within a short period of time to consolidate the Mackenzie Prospectuses with the Affiliated Mackenzie Prospectuses.

15. The Filer may make changes to the features of the Affiliated Mackenzie Prospectuses as a part of renewing the Affiliated Mackenzie Prospectuses. The ability to incorporate the Mackenzie Mutual Funds into the Affiliated Mackenzie Mutual Funds Prospectus and Mackenzie ETFs into the Affiliated Mackenzie ETF Prospectus will ensure that the Filer can make the operation and administrative features of the Mackenzie Funds consistent with the Affiliated Mackenzie Prospectuses, if necessary.

16. There have been no material changes in the affairs of the Mackenzie Funds since the dates of the Mackenzie Prospectuses, as applicable. Accordingly, the Mackenzie Prospectuses continue to represent accurate information regarding the Mackenzie Funds, as applicable.

17. Given the disclosure obligations of the Filer and the Mackenzie Funds, should any material change in the Mackenzie Funds occur, the Mackenzie Prospectuses or Fund/ETF Facts document(s) in respect of the applicable Mackenzie Funds, will be amended as required under the Legislation.

18. New investors of the Mackenzie Funds will receive delivery of the most recently filed Fund/ETF Facts document(s) of the applicable Mackenzie Fund(s). The current prospectus of each Mackenzie Fund will still be available upon request.

19. The Exemption Sought will not affect the accuracy of the information contained in the Mackenzie Prospectuses or the Fund/ETF Facts of each of the Mackenzie Funds and will therefore not be prejudicial to the public interest.

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

The decision of the principal regulator under the Legislation is that the Exemption Sought is granted.

"Darren McKall"
Manager, Investment Management Division
Ontario Securities Commission

Application File #: 2025/0095

SEDAR+ File #: 6243064

SCHEDULE A

THE MACKENZIE FUNDS

• Mackenzie Global Dividend Enhanced Yield Fund

• Mackenzie Global Corporate Fixed Income Fund

• Mackenzie Global Dividend Enhanced Yield Plus Fund

• Mackenzie Canada Low Volatility ETF

• Mackenzie Global Dividend ETF

• Mackenzie US Low Volatility ETF