QUADRUS GROUP OF FUNDS

Transcription

1 QUADRUS GROUP OF FUNDS ANNUAL INFORMATION FORM June 27, 2014 All Funds offer Quadrus series, H series, L series and N series securities, unless otherwise noted. Additional series are offered as noted. Folio Funds Conservative Folio Fund Moderate Folio Fund [1] Balanced Folio Fund [1][2] Advanced Folio Fund [1][2] Aggressive Folio Fund [1][2] Fixed Income Funds Money Market Fund [3] Short Term Bond Fund (Portico) Canadian Bond Fund (Portico) Fixed Income Fund (Portico) Corporate Bond Fund (Portico) North American High Yield Bond Fund (Putnam) Mackenzie Floating Rate Income Fund Real Return Bond Fund (Portico Balanced Funds Monthly Income Fund (London Capital) [1] Income Plus Fund (London Capital) [1] Mackenzie Canadian Large Cap Balanced Fund [1][2] Mackenzie Strategic Income Fund [1] Mackenzie Strategic Income Class *[1] Canadian Equity Funds Canadian Dividend Fund (London Capital) [1][2] Mackenzie Canadian Large Cap Dividend Fund [1][2 Canadian Growth Fund (GWLIM) [1][2] Canadian Diversified Equity Fund (London Capital) [1][2] Mackenzie Canadian Large Cap Growth Fund [1][2] Mackenzie Canadian Concentrated Equity Fund [1][2] U.S. Equity Funds U.S. Value Fund (London Capital) [1][2] Mackenzie US Large Cap Growth Fund (5} Mackenzie U.S. Mid Cap Growth Class* Global and Regional Equity Funds North American Mid Cap Fund (GWLIM) Mackenzie Ivy European Class* Mackenzie Global Growth Class* Mackenzie Emerging Markets Class* Sector Funds Global Real Estate Fund (London Capital) [1] Mackenzie Canadian Resource Fund Mackenzie Precious Metals Class* Asset Class Funds Cash Management Class** Canadian Equity Class** [1][2] North American Specialty Class** U.S. and International Equity Class** [1][2] U.S. and International Specialty Class** QUADRUS CORPORATE CLASS FUNDS Balanced Funds Growth and Income Class (GWLIM)** [1][2] Canadian Equity Funds Canadian Dividend Class (London Capital)** [1][2] Canadian Value Class (Sionna)** [1][2] Focused Canadian Equity Class (CGOV)** U.S. Equity Funds U.S. Dividend Class (GWLIM)** [1][2] U.S. Value Class (Putnam)** [1][2][4] Global and Regional Equity Funds Global Dividend Class (Setanta)** [1][2] Global Equity Class (Setanta)** International Equity Class (Putnam)** [1][2]

2 * These funds are separate classes of shares within Mackenzie Financial Capital Corporation. ** These funds are separate classes of shares within Multi-Class Investment Corp. (1) Also offering D5 series, H5 series, L5 series, and N5 series securities. (2) Also offering D8 series, H8 series, L8 series, and N8 series securities. (3) Also offering RB series. (4) Prior to June , U.S. Value Class (Eaton Vance). (5) Effective September 15, 2014, Mackenzie US All Cap Growth Fund. No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. The Funds and the securities of the Funds offered under the simplified prospectus are not registered with the United States Securities and Exchange Commission and they are sold in the United States only in reliance on exemptions from registration.

3 TABLE OF CONTENTS Page 1. NAME, FORMATION AND HISTORY OF THE FUNDS INVESTMENT RESTRICTIONS AND PRACTICES DESCRIPTION OF SECURITIES VALUATION OF PORTFOLIO SECURITIES CALCULATION OF NET ASSET VALUE PURCHASES AND SWITCHES (EXCHANGES OF SECURITIES) HOW TO REDEEM SECURITIES RESPONSIBILITY FOR FUND OPERATIONS CONFLICTS OF INTEREST FUND GOVERNANCE FEES, EXPENSES AND MANAGEMENT EXPENSE REDUCTIONS INCOME TAX CONSIDERATIONS REMUNERATION OF DIRECTORS, OFFICERS AND TRUSTEES MATERIAL CONTRACTS CERTIFICATE

4 Introduction 1. NAME, FORMATION AND HISTORY OF THE FUNDS This annual information form contains information concerning the funds listed on the cover (individually, each is a Fund and, collectively are referred to as the Funds ). Each of the Funds is managed by Mackenzie Financial Corporation which is also the promoter, registrar, transfer agent and/or trustee of the Funds. To make this document easier to read and understand, we have used personal pronouns throughout much of the text. References to "Mackenzie Investments", "our", "we" or "us" generally refer to Mackenzie Financial Corporation in its capacity as trustee and/or manager of the Funds. References to "Quadrus" refer to Quadrus Investment Services Ltd. in its capacity as the principal distributor of the securities offered under the simplified prospectus. References to your "Quadrus representative" mean your Quadrus investment representative. References to a "Quadrus authorized dealer" mean a dealer authorized by Quadrus to distribute securities of the Funds in limited circumstances and references to a "Quadrus authorized representative" mean a representative of a Quadrus authorized dealer. References to "you" are directed to the reader as a potential or actual investor in the Funds. Your Quadrus representative or Quadrus authorized representative is the individual with whom you consult for investment advice and Quadrus or your Quadrus authorized dealer is the company or partnership that employs your Quadrus representative or Quadrus authorized representative, respectively. In this document, all of the mutual funds managed by Mackenzie Investments, including the Funds, are referred to collectively as the Mackenzie Funds or each individually as a Mackenzie Fund. In Canada, a mutual fund can be established as a unit trust or as one or more classes of shares of a corporation. In this document, Funds that have been established as unit trusts are referred to collectively as the Trust Funds or each individually as a Trust Fund, while Funds that have been established as one or more classes of shares of a corporation (the corporation being either Capitalcorp or Investmentcorp, each as defined below) are referred to collectively as the Corporate Class Funds or each individually as a Corporate Class Fund. Each Fund listed under the heading Quadrus Corporate Class Funds on the front cover of this annual information form constitutes a separate class of shares of Multi-Class Investment Corp. ( Investmentcorp ). Investmentcorp currently has 21 different mutual funds (collectively, the Investmentcorp Funds ), 14 of which are currently offered under the simplified prospectus. Each Investmentcorp Fund is comprised of a single class of shares of Investmentcorp, and each class of shares is comprised of one or more series of shares. -3-

5 Except for the Investmentcorp Funds, each Fund whose name ends with Class constitutes a separate class of shares of Mackenzie Financial Capital Corporation ( Capitalcorp ). Capitalcorp currently has 39 separate classes of mutual fund shares, which constitute 39 funds (collectively, the Capitalcorp Funds ), 6 of which are offered under the simplified prospectus. Each Capitalcorp Fund is comprised of a single class of shares of Capitalcorp, and each class is comprised of one or more series of shares. In this document, Capitalcorp and Investmentcorp are referred to collectively as the Corporations or each individually as a Corporation. Trust Funds issue units to investors while Corporate Class Funds issue shares to investors. In this document, references to a Fund s securities means units in the case of a Trust Fund and shares in the case of a Corporate Class Fund. Address of the Funds and Mackenzie Investments The head office of Mackenzie and the sole office of each of the Funds as well as their mailing address is located at 180 Queen Street West, Toronto, Ontario, M5V 3K1. Formation of the Funds Trust Funds Each of the Trust Funds is an open-end unit trust established under the laws of the Province of Ontario by declaration of trust on the dates indicated below. Any material amendments to those declarations over the past 10 years are also indicated below: - 4 -

6 Fund Date of Formation Moderate Folio Fund 1,6 January 2, 2001 Advanced Folio Fund 1,4,6 January 2, 2001 Aggressive Folio Fund 1,4,6 January 2, 2001 Balanced Folio Fund 1,4,6 January 2, 2001 Conservative Folio Fund 1,6 January 2, 2001 Where the above five funds are collectively referred to as the Folio Funds Corporate Bond Fund (Portico) 1,6 January 2, 2001 Canadian Growth Fund (GWLIM) 1,4,6 January 2, 2001 North American Mid Cap Fund (GWLIM) 1,6 January 2, 2001 November 30, 2005 Mackenzie Canadian Concentrated Equity Fund, 6 May 8, 2000 Mackenzie Canadian Large Cap Balanced Fund 2,4,6 January 14, 1988 Mackenzie Canadian Large Cap Growth Fund 2,4,6 December 29, 1995 Mackenzie Canadian Large Cap Dividend Fund 2,4,6 October 15, 1986 Mackenzie Strategic Income Fund Mackenzie Canadian Resource Fund 6 January 3, 1978 Mackenzie US Large Cap Growth Fund 5,6 January 5, 1995 Fund Date of Formation Canadian Bond Fund (Portico) 3,6 August 17, 1999 Canadian Diversified Equity Fund (London Capital) 3,4,6 August 17, 1999 Canadian Dividend Fund (London Capital) 4,6 July 3, 2007 Global Real Estate Fund (London Capital) July 8, 2008 Income Plus Fund (London Capital) 3,6 August 17, 1999 U.S. Value Fund (London Capital) 4,6 Monthly Income Fund (London Capital) July 3, 2007 July Fixed Income Fund (Portico) 2,6 October 10, 1974 Money Market Fund 2 October 15, 1986 North American High Yield Bond Fund (Putnam) May 22, 2013 Real Return Bond Fund (Portico) May 22, 2013 Short Term Bond Fund (Portico) May 22, 2013 Mackenzie Floating Rate Income Fund April 30, These Funds declarations of trust were amended as of July 31, 2002 to reflect the appointment of Mackenzie Financial Corporation, effective October 5, 2001, as sole trustee of the Trust Funds. These declarations of trust were amended and restated as of June 22, 2006 to reflect Mackenzie s new fund governance regime and to simplify the administration of these Funds. These Funds declarations of trust were amended and supplemented by a Declaration of the Trustee as of July 24, 2002 to reflect the appointment of Mackenzie Financial Corporation, effective October 5, 2001, as sole trustee of the Funds and to redesignate the existing securities as series. These Funds declarations of trust were amended as of July 31, 2002 to reflect the appointment of Mackenzie Financial Corporation, effective October 5, 2001, as sole trustee of the Funds and to redesignate the existing securities as series. These Funds declarations of trust were amended on July 8, 2008 to redesignate existing D series as D8 series (as applicable)

7 5 6 These Funds declarations of trust were amended with effect on July 20, 2007 to reflect the appointment of Mackenzie Financial Corporation as trustee of the Funds, replacing Investors Group Trust Co. Ltd. The Funds declarations of trust were amended with effect on or about August 7, 2007 to reflect a change to the manner in which operating expenses are charged to certain series of these Funds. Corporate Class Funds of Capitalcorp Capitalcorp is a corporation formed by articles of incorporation under the laws of Ontario on October 13, On October 26, 2000, Capitalcorp was authorized to issue up to 1,000 classes of securities, issuable in series. On December 21, 2007, the articles of Capitalcorp were amended to provide certain rights, privileges, restrictions and conditions to each of these classes of securities. Such amendments included the authorization to make distributions consisting of returns of capital. Capitalcorp has separate classes of securities and separate series of each class. Each Corporate Class Fund is a separate class of securities associated with a single investment portfolio having specific investment objectives. Each of the Corporate Class Funds of Capitalcorp was authorized to be formed by the directors of Capitalcorp on October 26, 2000 except for Mackenzie Global Growth Class, which was created on December 21, 2000, Mackenzie US Mid Cap Growth Class and Mackenzie Ivy European Class, which were created on October 28, 2002 and Mackenzie Strategic Income Class, which was created on October 30, The outstanding common shares of Capitalcorp are owned by Mackenzie Investments. Corporate Class Funds of Investmentcorp Investmentcorp is a corporation formed by articles of incorporation under the laws of Ontario on July 5, Such articles were subsequently amended on June 27, 2008 to change the corporation s name to Multi-Class Investment Corp. Investmentcorp has separate classes of mutual fund shares and separate series of each class. Each of the Corporate Class Funds of Investmentcorp were created by the articles of incorporation and designated names by the directors on July 5, 2005 except for: Canadian Value Class (Sionna), U.S. Value Class (Putnam) and Global Dividend Class (Setanta) which were designated names by the directors on June 29, 2007; Growth and Income Class (GWLIM) and Canadian Dividend Class (London Capital) which were designated names by the directors on June 29, 2012; and - 6 -

8 Global Equity Class (Setanta), Focused Canadian Equity Class (CGOV), International Equity Class (Putnam), and U.S. Dividend Class (GWLIM), which were designated names by the directors on June 28, The outstanding common shares of Investmentcorp are owned by Mackenzie Investments. Major Changes to the Funds During the Last 10 Years In addition to each of the Corporate Class Funds of Capitalcorp deleting the word Capital from its name on November 6, 2006, the following Funds have experienced major events including if applicable, changes to their name, investment objective, material changes to their investment strategy or changes in portfolio managers or subadvisers since June 2003 as summarized in the table below: Fund Change Effective Date Advanced Folio Fund Aggressive Folio Fund Balanced Folio Fund Conservative Folio Fund Moderate Folio Fund Investment objective changed to remove the requirement that the Funds invest in specified underlying funds in specified weightings and instead permit the Funds to invest in securities of other mutual funds generally or directly in securities in order to achieve their investment objectives. June 28, 2006 Canadian Bond Fund (Portico) Merger with Fixed Income Folio Fund July 7, 2006 Name changed to replace LLIM with London Capital in order to reflect the name change of the Fund s sub-adviser to London Capital Management Ltd. (now GLC Asset Management Group Ltd.) Change of name from London Capital Canadian Bond Fund July 3, 2007 June 28,

9 Fund Change Effective Date Canadian Diversified Equity Fund (London Merger with LLIM US Growth Sectors Fund June 15, 2007 Capital) and LLIM US Equity Fund Canadian Dividend Class (London Capital) Canadian Dividend Fund (London Capital) Canadian Equity Class Canadian Growth Fund (GWLIM) Canadian Value Class (Sionna) Name changed to replace LLIM with London Capital in order to reflect the name change of the Fund s sub-adviser to London Capital Management Ltd. (now GLC Asset Management Group Ltd.) Change of name from London Capital Canadian Diversified Equity Fund Change of name from Quadrus London Capital Canadian Dividend Corporate Class Change of name from London Capital Canadian Dividend Fund Merger with Canadian Equity Folio Fund Change of name from Quadrus Canadian Equity Corporate Class Merger with GWLIM Ethics Fund Change of name from GWLIM Canadian Growth Fund Merger with Quadrus Templeton Canadian Equity Fund July 3, 2007 June 28, 2013 June 28, 2013 June 28, 2013 July 7, 2006 June 28, 2013 July 7, 2006 June 28, 2013 July 27, 2007 Change of name from Quadrus Sionna Canadian Value Corporate Class Cash Management Class Change of name from Quadrus Cash Management Corporate Class Corporate Bond Fund (Portico) Change of name from GWLIM Corporate Bond Fund Fixed Income Fund (Portico) Laketon Investment Management Ltd. appointed sub-adviser (now GLC Asset Management Group Ltd.) Change of name from Mackenzie Maxxum Income Fund Change of name from Quadrus Laketon Fixed Income Fund June 28, 2013 June 28, 2013 June 28, 2013 June 24, 2005 June 24, 2005 June 28, 2013 Focused Canadian Equity Class (CGOV) Global Dividend Class (Setanta) Global Equity Class (Setanta) Acquired the assets of Focused Canadian Equity Fund (CGOV) Change of investment principles used to filter potential Fund investments Change of name from Quadrus Setanta Global Dividend Corporate Class Acquired the assets of Global Equity Fund (Setanta) June 25, 2014 June 30, 2011 June 28, 2013 June 25, 2014

10 Fund Change Effective Date Global Real Estate Fund (London Capital) Change of name from London Capital June 28, 2013 Global Real Estate Fund Growth and Income Class (GWLIM) Change of name from Quadrus GLC June 28, 2013 Growth and Income Corporate Class Income Plus Fund (London Capital) Name changed to replace LLIM with London Capital in order to reflect the name change of the Fund s sub-adviser to London Capital Management Ltd. (now GLC Asset Management Group Ltd.) July 3, 2007 International Equity Class (Putnam) Mackenzie Canadian Concentrated Equity Fund Mackenzie Ivy European Class Mackenzie Canadian Large Cap Balanced Fund Mackenzie Canadian Large Cap Growth Fund Mackenzie Canadian Large Cap Dividend Fund Change of name from London Capital Income Plus Fund Acquired the assets of International Equity Fund (Putnam) Change of name from Mackenzie Universal Select Managers Canada Fund to Mackenzie Select Managers Canada Fund Change of name from Mackenzie Select Managers Canada Fund to Mackenzie Focus Canada Fund Henderson Global Investors Limited no longer a sub-advisor to the Fund Change of name from Mackenzie Focus Canada Fund Merger with Keystone Premier Euro Elite 100 Capital Class Merger with Mackenzie Universal European Opportunities Class Merger with Mackenzie Ivy European Fund Merger with GWLIM Equity/Bond Fund and LLIM Balanced Strategic Growth Fund Merger with Putnam Canadian Balanced Fund Change of name from Mackenzie Maxxum Canadian Balanced Fund Merger with Keystone Sceptre Canadian Large Cap Fund Change of name from Mackenzie Maxxum Canadian Equity Growth Fund Merger with Keystone Sceptre Canadian Large Cap Fund Change of name from Mackenzie Maxxum June 28, 2013 June 25, 2014 October 28, 2003 November 6, 2006 September 4, 2011 July 15, 2013 May 20, 2005 March 25, 2011 August 16, 2013 June 27, 2003 September 26, 2008 July 15, 2013 June 5, 2009 July 15, 2013 June 5, 2009 July 15,

11 Fund Change Effective Date Dividend Fund Mackenzie Strategic Income Class Change of name from Mackenzie Sentinel Strategic Income Class July 15, 2013 Mackenzie Strategic Income Fund Mackenzie US Mid Cap Growth Class Mackenzie Canadian Resource Fund Mackenzie Emerging Markets Class Change of name from Mackenzie Sentinel Income Trust Fund; change in investment objectives and strategies from a Canadian income trust mandate to a Canadian high income balanced mandate Change of name from Mackenzie Sentinel Registered Strategic Income Fund Change of name from Mackenzie Sentinel Strategic Income Fund Created a new class of securities, the Hedged Class, and changed the investment strategies to include a description of the Hedged and Unhedged Classes of the Fund Mackenzie replaced sub-adviser Bluewater Investment Management Mackenzie Universal American Growth Class (Unhedged Class) reorganized with Mackenzie Saxon U.S. Equity Fund whereby Mackenzie Universal American Growth Class (Unhedged Class) securities were issued to the former securityholders of Mackenzie Saxon U.S. Equity Fund The Hedged Class and the Unhedged Class of Mackenzie Universal American Growth Class reorganized into two mutual funds. The portfolio of assets formerly referable to the Unhedged Class became referable to Mackenzie Universal American Growth Class Change of name from Mackenzie Universal American Growth Class Investment objective changed to allow the Fund to invest up to 49% of its assets in foreign securities. Change of name from Mackenzie Universal Canadian Resource Fund Change of sub-adviser from Henderson Global Investors Limited to JPMorgan Asset Management (Canada) Inc October 30, 2009 September 28, 2012 July 15, 2013 February 10, 2006 September 30, 2011 June 15, 2012 October 3, 2012 July 15, 2013 February 28, 2007 July 15, 2013 July 30, 2004

12 Fund Change Effective Date Mackenzie Global Growth Class Mackenzie US Large Cap Growth Fund (effective September 15, 2014, Mackenzie US All Cap Growth Fund ) Mackenzie Precious Metals Class Change of investment objectives to remove the requirement that the Fund invest primarily in larger capitalization companies Change of name from Mackenzie Universal World Emerging Growth Capital Class to Mackenzie Universal Emerging Markets Capital Class Change of name from Mackenzie Universal Emerging Markets Class Mackenzie Focus Far East Class reorganized with the Fund whereby shares of the Fund were issued to the former securityholders of Mackenzie Focus Far East Class Change of name from Keystone Altamira Global Equity Class and change of strategies Change of name from Mackenzie Universal Global Future Class Change of name from Mackenzie Universal Global Growth Class Merger of Mackenzie Universal Global Growth Fund into the Fund Ivy Investment Management Company replaced Janus Capital Management, LLC as sub-adviser Change of name from Janus American Equity Fund) Mackenzie replaced Investors Group Trust Co. Ltd. as trustee Change of name from Mackenzie Universal U.S. Growth Leaders Fund Change of sub-adviser from Ivy Investment Management Company to Putnam Advisory Company LLC Change of name from Mackenzie US Large Cap Growth Fund Change of name from Mackenzie Universal World Precious Metals Class September 30, 2004 September 30, 2004 July 15, 2013 August 2, 2013 September 19, 2003 August 17, 2007 July 15, 2013 August 16, 2013 August 1, 2003 August 1, 2003 July 20, 2007 July 15, 2013 September 15, 2014 September 15, 2014 July 15,

13 Fund Change Effective Date Merger of Mackenzie Universal Precious August 16, 2013 Metals Fund into the Fund Money Market Fund Change of name from Mackenzie Maxxum Money Market Fund July 3, 2007 Monthly Income Fund (London Capital) North American Mid Cap Fund (GWLIM) North American Specialty Class U.S. and International Equity Class U.S. and International Specialty Class U.S. Value Class (Putnam) U.S. Value Fund (London Capital) Change of name from Quadrus Money Market Fund Change of name from London Capital Diversified Income Fund Merger with GWLIM US Mid Cap Fund Investment objective changed to invest primarily in North America. Change of name from GWLIM North American Mid Cap Fund Investment objective changed to invest primarily in North America Change of name from Quadrus Canadian Specialty Corporate Class Change of name from Quadrus North American Specialty Corporate Class Merger with Global Equity Folio Fund Change in sub-adviser from UBS Asset Management (Canada) Co. to Setanta Asset Management Limited Change of name from Quadrus U.S. and International Equity Corporate Class Change of name from Quadrus U.S. and International Specialty Corporate Class GLC Asset Management Group Ltd. becomes sub-adviser to a portion of the Fund Change of name from Quadrus Eaton Vance U.S. Value Corporate Class Change of name from U.S. Value Class (Eaton Vance) The Putnam Advisory Company LLC replaced Eaton Vance Management as subadviser Change of investment strategies to employ value investment style. June 28, 2013 June 28, 2013 June 15, 2006 June 15, 2007 June 28, 2013 June 15, 2007 June 15, 2007 June 28, 2013 July 7, 2006 July 26, 2010 June 28, 2013 June 28, 2013 June 28, 2013 June 28, 2013 June 27, 2014 June 27, 2014 August 15,

14 Fund Change Effective Date Change of name from London Capital U.S. June 28, 2013 Value Fund 2. INVESTMENT RESTRICTIONS AND PRACTICES National Instrument The simplified prospectus contains detailed descriptions of the investment objectives, investment strategies and the fund risks for each of the Funds. In addition, the Funds are subject to certain restrictions and practices contained in securities legislation, including National Instrument , Mutual Funds ( NI ), which are designed in part to ensure that the investments of mutual funds are diversified and relatively liquid and to ensure the proper administration of mutual funds. We intend to manage the Funds in accordance with these restrictions and practices or to obtain relief from the securities regulatory authorities before implementing any variations. Exemptions from NI The Funds are subject to certain restrictions and practices contained in securities legislation, including NI , which are designed in part to ensure that the investments of mutual funds are diversified and relatively liquid and to ensure the proper administration of mutual funds. We intend to manage the Funds in accordance with these restrictions and practices or to obtain relief from the securities regulatory authorities before implementing any variations. The following provides a description of the exemptions that certain Funds have received from the provisions of NI , and/or a description of the general investment activity. (a) ETF Relief All Funds, except for Cash Management Class and Money Market Fund, have obtained an exemption from the Canadian securities regulatory authorities, which allows them to purchase and hold securities of the following types of ETFs (collectively, the Underlying ETFs ): 1. ETFs that seek to provide daily results that replicate the daily performance of a specified widely-quoted market index (the ETF s Underlying Index ) by a multiple of up to 200% or an inverse multiple of up to 200%; 2. ETFs that seek to provide daily results that replicate the daily performance of their Underlying Index by an inverse multiple of up to 100% ( Inverse ETFs ); 3. ETFs that seek to provide daily results that replicate the daily performance of the following, or the value of a specified derivative whose underlying interest is the following on an unlevered basis:

15 (a) (b) for Mackenzie Precious Metals Class only: gold, silver, platinum, palladium and/or rhodium; for all other Funds: gold or silver; and 4. ETFs that seek to provide daily results that replicate the daily performance of the following, or the value of a specified derivative whose underlying interest is the following on an unlevered basis, by a multiple of up 200%: (a) (b) for Mackenzie Precious Metals Class only: gold and/or silver; and for all other Funds: gold or silver. This relief is subject to the following conditions: (a) (b) (c) (d) (e) (f) a Fund s investment in securities of an Underlying ETF must be in accordance with its fundamental investment objectives; a Fund may not short sell securities of an Underlying ETF; the securities of the Underlying ETF must be traded on a stock exchange in Canada or the United States: the securities of the Underlying ETFs must be treated as specified derivatives for the purposes of Part 2 of NI ; a Fund may not purchase securities of an Underlying ETF if, immediately after the purchase, more than 10% of the net assets of the Fund in aggregate, taken at market value at the time of the purchase, would consist of securities of Underlying ETFs; and a Fund may not enter into any transaction if, immediately after the transaction, more than 20% of its net assets, taken at market value at the time of the transaction, would consist of, in aggregate, securities of Underlying ETFs and all securities sold short by the Fund. (b) Foreign Sovereign Debt Investment Relief Mackenzie Ivy European Class has obtained regulatory approval for an exemption from certain requirements in NI in order to invest in foreign sovereign debt. Pursuant to this relief, this Fund may invest: (a) (b) up to 20% of its net assets, taken at market value at the time of purchase, in cash equivalent government issued or guaranteed debt securities with a credit rating of AA or higher; and up to 35% of its net assets in cash equivalent government issued or guaranteed debt securities with a credit rating of AAA or higher

16 This approval was subject to conditions including: (i) (ii) (iii) (iv) (v) (vi) (a) and (b) above may not be combined for any one issuer; the securities that are purchased must be traded on a mature and liquid market; the acquisition of the securities purchased must be consistent with the fundamental investment objectives of the Fund; the purchases of debt securities under the approval be restricted to debt securities of the government of a sovereign state that qualifies as cash equivalents under NI ; the Fund shall not purchase additional debt securities rated AA issued by any one foreign government if, immediately after the transaction, more than 20% of the net assets of the Fund, taken at market value at the time of the transaction, would be invested in debt securities issued by that one foreign government; and the Fund shall not purchase additional debt securities rated AAA issued by any one foreign government if, immediately after the transaction, more than 35% of the net assets of the Fund, taken at market value at the time of the transaction, would be invested in debt securities issued by that one foreign government. Each of Mackenzie Strategic Income Class and Mackenzie Strategic Income Fund has obtained regulatory approval to invest up to: (a) (b) 20% of the proportion of its net assets then invested in evidences of indebtedness, taken at market value at the time of purchase, in government and/or supranational agency issued or guaranteed debt securities with a credit rating of AA or higher; and 35% of the proportion of its net assets then invested in evidences of indebtedness, taken at market value at the time of purchase, in government issued or guaranteed debt securities with a credit rating of AAA or higher

17 This approval was subject to conditions including: (i) (ii) (a) and (b) above may not be combined for any one issuer; the securities that are purchased must be traded on a mature and liquid market. (c) Oil and Natural Gas Futures Relief A commodity futures contract is an agreement between two parties to buy or sell a commodity at an agreed upon price at a future date. The value of the contract is based on the value of the underlying commodity. Each of the following Funds has obtained regulatory approval for an exemption from certain requirements in NI in order to trade in commodity futures contracts whose underlying interest is sweet crude oil or natural gas ( oil or natural gas futures ) for the purpose of hedging the Fund s portfolio investments in securities whose value may fluctuate with oil or natural gas prices: Fund Specified Limit* Mackenzie Canadian Large Cap Dividend Fund 20% Mackenzie Strategic Income Fund 20% Mackenzie Canadian Resource Fund 75% Mackenzie Global Growth Class 20% * A Fund will not purchase oil or natural gas futures if, immediately following the purchase, the aggregate value of such investments would exceed this percentage of the total net assets of the Fund at that time. In addition to the Specified Limit in the table above, each Fund s trades in oil or natural gas futures are subject to certain conditions. The trades must be otherwise made in accordance with the securities regulations relating to the use of derivatives for hedging purposes. A Fund will only trade oil or natural gas futures for cash, and must close out its position in oil or natural gas futures by entering into an offsetting position in these futures prior to the first date on which the Fund could be required to make or take delivery of the underlying interest. The sub-adviser and/or portfolio manager making purchase and sale decisions for the Fund must be registered as a Commodity Trading Manager under the Commodity Futures Act (Ontario) or have been granted an exemption from this registration requirement. Each trade of oil or natural gas futures will be made through the New York Mercantile Exchange or, subject to regulatory approval, the ICE Futures Europe

18 (d) Precious Metals Relief Each of Mackenzie Precious Metals Class may invest more than 10% of its total assets in precious metals, including gold, silver, platinum, palladium and rhodium, and certificates relating to such precious metals, and may purchase or sell commodities that are precious metals, provided that (i) the certificates representing gold, silver, platinum, palladium and rhodium are issued by an issuer approved by the Canadian securities authorities; and (ii) neither Fund will purchase any certificates of an issuer if, after giving effect thereto, more than 10% of the net assets of the Fund, taken at market value at the time of such purchase, would be invested in securities and certificates of such issuer. All other Funds, except for Cash Management Class and Money Market Fund, may purchase and hold silver, permitted silver certificates and derivatives whose underlying interest is silver (collectively, Silver Products ), provided that: (i) (ii) (iii) a Fund s investment in Silver Products is in accordance with its fundamental investment objectives; a Fund may not purchase Silver Products if, immediately after the transaction, more than 10% of its net assets, taken at market value at the time of the transaction, would consist of Silver Products, gold, and/or permitted gold certificates; and a Fund may not purchase Silver Products if, immediately after the transaction, the market value of its exposure to gold or silver would be more than 10% of its net assets, taken at market value at the time of the transaction. (e) Securities Lending Relief Mackenzie Strategic Income Class has obtained regulatory approval for an exemption from certain of the securities lending transaction rules in NI to (i) Enter into securities lending transactions that will not be administered in compliance with all the requirements of section 2.15 and 2.16 of NI ; (ii) Enter into securities lending transactions that do not fully comply with all the requirements of section 2.12 of NI ;

19 (iii) Enter into securities lending transactions in which the aggregate market value of securities loaned by the Fund exceeds 50% of the total assets of the Fund; (iv) During the term of a securities lending transaction, dispose of, or otherwise not hold any non-cash collateral delivered to the Fund as a collateral in the transaction; (v) Appoint an agent, other than the custodian or sub-custodian of the Fund, as agent for administering the securities lending transactions entered into by the Fund; (vi) Permit collateral delivered to the Fund in connection with a securities lending transaction to not be held under the custodianship of the custodian or a sub-custodian of the Fund. This approval for the exemption was granted provided that: (i) With respect to the exemption from subsection 2.12(1)(12) of NI , the Fund enters into a forward contract with an applicable financial institution (a Forward Counterparty ) and grants to that Forward Counterparty a security interest in the securities subject to that forward contract and, in connection with a securities lending transaction relative to those securities, a. receives collateral that i. is prescribed by subsections 2.12(1)3 to 6 of NI other than collateral described in subsection 2.12(1)6(d) or in paragraph (b) of the definition of qualified security ; ii. is marked to market on each business day in accordance with subsection 2.12(1)(7) of NI ; b. has the rights set forth in subsection 2.12(1)8, 2.12(1)9 and 2.12(1)11 of NI ; c. complies with subsection 2.12(1)10 of NI ; and d. lends its securities only to borrowers that are acceptable to the Fund and to the Forward Counterparty, and that have an approved credit

20 rating as that term is defined in NI or whose obligations to the Fund are fully and unconditionally guaranteed by persons or companies that have an approved credit rating; and (ii) with respect to the exemption from subsection 2.12(3) of NI , the Fund provides a security interest to the applicable Forward Counterparty in the collateral delivered to it as collateral pursuant to a securities lending transaction; (iii) with respect to the exemption from section 2.15 of NI : a. the Fund enters into a written agreement with an agent that complies with each of the requirements set forth in subsection 2.15(4) of NI , except as set out herein; b. the agent administering the securities lending transaction of the Fund: i. is in compliance with the standard of care prescribed in subsection 2.15(5) of NI ; and ii. shall be acceptable to the Fund and to the Forward Counterparty and shall be either a bank or trust company, or an investment bank affiliate of such bank or trust company that is registered as an investment dealer or in an equivalent registration category; (iv) with respect to the exemption from section 2.16 of NI , Mackenzie and the Fund comply with the requirements of section 2.16 of NI as if references to an agent appointed under section 2.15 in that section are references to an agent appointed by the manager ; and (v) with respect to the exemption from subsection 6.8(5) of NI , the Fund: a. provides a security interest to the applicable Counterparty in the collateral delivered to it as collateral pursuant to a securities lending transaction; and

21 b. the collateral delivered to the Fund pursuant to the securities lending transaction is held by the agent. (f) Sub-Custodian Relief Mackenzie Canadian Resource Fund and Mackenzie Precious Metals Class have received exemptive relief permitting The Bank of Nova Scotia, as the subcustodian of: (i) gold or silver bullion, in the case of Mackenzie Canadian Resource Fund; and; (ii) gold, silver, platinum and palladium bullion in the case of Mackenzie Precious Metals Class, to hold bullion in its vaults outside of Canada and permitting the appointment of certain entities not listed in NI to act as sub-sub-custodians for the gold, silver, platinum and palladium bullion of these Funds held in Canada and outside of Canada. Exemption from Commodity Futures Act (Ontario) Registration Requirements Ivy Investment Management Company (a subsidiary of Waddell & Reed Financial, Inc.), Putnam Investments Limited, Setanta Asset Management Limited, and The Putnam Advisory Company LLC, have received an exemption from the Commodity Futures Act (Ontario) (the CFA ) registration requirements in respect of any trades made by the Funds they sub-advise in commodity future contracts and commodity future options traded on commodity future exchanges outside of Canada and cleared through clearing corporations outside of Canada. Standard Investment Restrictions and Practices The remaining standard investment restrictions and practices set out in NI are deemed to be included in this annual information form. A copy of the investment restrictions and practices adopted by the Funds will be provided to you upon request by writing to us at the address shown under Section 1: Name, Formation and History of the Funds Address of the Funds and Mackenzie Investments. Approval of the Independent Review Committee The Mackenzie Funds Independent Review Committee ( IRC ) under has approved a standing instruction to permit the Funds to invest in certain issuers related to Mackenzie Investments as provided for in NI Issuers related to Mackenzie Investments include issuers that control Mackenzie Investments or issuers that are under common control with Mackenzie Investments. Mackenzie Investments has determined that, notwithstanding the specific provisions of NI and the standing instruction that has been adopted, it would be inappropriate for the Funds to invest in securities issued by IGM Financial Inc., which indirectly owns 100% of the outstanding common shares of Mackenzie Investments. The IRC monitors the investment activity of the Funds in related issuers at least quarterly. In its review, the IRC considers whether investment decisions:

22 Have been made free from any influence by, and without taking into account any consideration relevant to, the related issuer or other entities related to the Fund or Mackenzie Investments; Represent the business judgment of Mackenzie Investments, uninfluenced by considerations other than the best interests of the Fund; Have been made in compliance with Mackenzie Investment s policies and the IRC s standing instruction; and Achieve a fair and reasonable result for the Fund. The IRC must notify securities regulatory authorities if it determines that Mackenzie Investments has not complied with any of the above conditions. See Section 10: Fund Governance Mackenzie Funds Independent Review Committee for additional information about the IRC. Change of Investment Objectives A change in a Fund s investment objectives may only be made after first obtaining the consent of a majority of votes cast by that Fund s investors and proxyholders present at a meeting called to consider the change. You will receive prior notice of any other material changes to your Fund. However, in order to reduce the Funds costs, you will not receive notice of routine administrative or compliance changes that would not have an adverse monetary impact on your investment. Eligibility for Registered Plans The Funds are qualified investments within the meaning of the Income Tax Act (Canada) (the Tax Act ) for the following plans (collectively referred to as registered plans ): registered retirement savings plans ( RRSPs ); locked-in retirement accounts ( LIRAs ); locked-in retirement savings plans ( LRSPs ); restricted locked-in savings plans ( RLSPs ); registered retirement income funds ( RRIFs ); life income funds ( LIFs ); locked-in retirement income funds ( LRIFs ); prescribed retirement income funds ( PRIFs ); restricted life income funds ( RLIFs ); tax-free savings accounts ( TFSAs ); registered education savings plans ( RESPs ); registered disability savings plans ( RDSPs ); and deferred profit sharing plans ( DPSPs )

23 Holders of registered plans should consult their own tax advisors to determine whether securities of the Funds would be a prohibited investment under the Tax Act in their particular circumstances. Please see the Income Tax Considerations section for more details. Classes of the Corporations 3. DESCRIPTION OF SECURITIES Each Corporation has separate classes of mutual fund shares and separate series of each class. Presently, Capitalcorp has 39 separate classes of mutual fund shares, which constitute 39 funds, of which 6 funds are offered under the simplified prospectus. Investmentcorp has 21 separate classes of mutual fund shares which constitute 21 funds, of which 14 are offered under the simplified prospectus. Each Corporation may offer new funds, new classes and new series at any time. Each Corporate Class Fund is associated with a specific investment portfolio and specific investment objectives. Each Corporate Class Fund is entitled to the total return (including realized and unrealized gains) on the portfolio assets of that Corporate Class Fund less that portion of management fees, administration fees and fund costs attributable to that Corporate Class Fund. The series of each class are entitled to share pro rata in the net return of each class. The shares of each class have the right to receive dividends, when declared, and to receive upon redemption the net asset value ( NAV ) per share of the shares redeemed in priority to the common shares of Capitalcorp. Series of Securities Each Fund may issue an unlimited number of series of securities and may issue an unlimited number of securities within each series. The Funds may offer new series at any time. The expenses of each series of each Fund are tracked separately and a separate security price is calculated for each series. Although the money which you and other investors pay to purchase securities of each series, and the expenses of each series, is tracked on a series by series basis in your Fund s administration records, the assets of all series of your Fund are combined into a single pool to create one portfolio for investment purposes. Within each Fund, there are currently 13 series of securities available under the simplified prospectus D5 series, D8 series, H series, H5 series, H8 series, L series, L5 series, L8 series, N series, N5 series, N8 series, Quadrus series and RB series. The expenses of each series of each Fund are tracked separately and a separate security price is calculated for each series. The particular series currently available within each Fund under the simplified prospectus are listed on the front cover of this annual information form and the simplified prospectus and in Part B of the simplified prospectus

24 for each Fund. The minimum investment and eligibility requirements of the series available, as applicable, under the simplified prospectus are described below. Some of the Funds have additional series which are offered under other simplified prospectuses. Series R and S securities, where available, are only offered on an exempt distribution basis. Some Funds have other series that have been closed to new sales. These series do not appear on the front cover of this annual information form and the simplified prospectus or in Part B of the simplified prospectus for any Fund and are not offered under the simplified prospectus. Dividends and Distributions Generally, a Trust Fund will distribute sufficient net income and net capital gains to investors each year to ensure that the Trust Fund does not pay income tax. The Trust Fund may also distribute returns of capital. The Trust Fund may pay a distribution of net income, net capital gains and/or returns of capital at such time or times as the Fund manager, in its sole discretion, determines. The net income and net capital gains of the Fund will be distributed first to pay any special distributions to investors who are entitled to a management fee, administration fee and/or fund cost reduction. For more information, see Fees, Expenses and Management Expense Reductions. Net capital gains may also be allocated as a redemption distribution to investors who redeem or switch securities provided the capital gain so allocated is not more than the capital gain that the investor would otherwise have realized on the redemption or switch of securities. Any remaining net income or net capital gains of a Trust Fund to be distributed will be allocated among the series of securities of the Trust Fund based on the relative average NAV of the series for the year and distributed pro rata to investors on the distribution payment date, to occur on or about the business day following the distribution record date or dates, at Mackenzie Investment s discretion. All investors who hold securities of a series on the distribution record date for the series will receive the same distribution per security of that series. Generally, a Corporation will only pay ordinary dividends and/or capital gains dividends to the extent necessary to minimize its tax liability. In certain situations, a Corporation may pay taxes rather than paying a dividend to its investors if management determines that it is advantageous to do so and this decision is ratified by the Corporation s Board of Directors. Dividends will be paid in a manner that the Board of Directors of each Corporation, in consultation with its management, determines to be fair and reasonable. Liquidation or Other Termination Rights If a Fund, or a particular series of securities of a Fund is ever terminated, each security that you own will participate equally with each other security of the same series in the assets of the Fund attributable to that series after all of the Fund s liabilities (or

25 those allocated to the series of securities being terminated) have been paid or provided for. Conversion and Redemption Rights Securities of most Funds may be exchanged for other securities of that Fund or another Fund (a switch ) as described in Section 6: Purchases and Switches (Exchanges of Securities) and may be redeemed as described in Section 7: How to Redeem Securities. Voting Rights and Changes Requiring Investor Approval You have the right to exercise one vote for each security held at meetings of all investors of your Fund and at any meetings held solely for investors of that series of securities. We are required to convene a meeting of investors of a Fund to ask them to consider and approve, by not less than a majority of the votes cast at the meeting (either in person or by proxy), any of the following material changes if they are ever proposed for the Fund: a change in the management agreement of the Fund or the entering into of any new contract as a result of which the basis of the calculation of management fee rates or of other expenses that are charged to the Fund or to investors could result in an increase in charges to the Fund or to investors, unless (i) the contract is an arm s length contract with a party other than Mackenzie Investments or an associate or affiliate of Mackenzie Investments for services relating to the operation of the Fund, and (ii) the investors are given at least 60 days written notice of the effective date of the proposed change; a change of the manager of the Fund (other than a change to an affiliate of Mackenzie Investments); any change in the investment objectives of the Fund; any decrease in the frequency of calculating the security price for each series of securities; certain material reorganizations of the Fund; and any other matter which is required by the constating documents of the Fund, by the laws applicable to the Fund, or by any agreement to be submitted to a vote of the investors in the Fund. Other Changes Investors of a Fund will be provided at least 60 days written notice of: a change of auditor of the Fund; and

26 certain reorganizations with, or transfer of assets to, another mutual fund, if the Fund will cease to exist thereafter and securityholders of the Fund will become securityholders of the other fund (otherwise they will require an investor vote). For most Trust Funds except as noted below, we generally must provide at least 30 days notice to investors (unless longer notice requirements are imposed under securities legislation) to amend the applicable Declaration of Trust in the following circumstances: the securities legislation requires that written notice be given to securityholders before the change takes effect; or the change would not be prohibited by the securities legislation and Mackenzie Investments reasonably believes that the proposed amendment has the potential to adversely impact the financial interests or rights of the securityholders, so that it is equitable to give securityholders advance notice of the proposed change. Investors in Corporate Bond Fund (Portico), Canadian Growth Fund (GWLIM), North American Mid Cap Fund (GWLIM), Canadian Bond Fund (Portico), Canadian Diversified Equity Fund (London Capital), and Income Plus Fund (London Capital) are entitled to at least 60 days notice. Investors in Mackenzie Canadian Large Cap Balanced Fund, Mackenzie Canadian Large Cap Growth Fund, Mackenzie Canadian Large Cap Dividend Fund, Mackenzie US Large Cap Growth Fund, Fixed Income Fund (Portico) and Money Market Fund are entitled to at least 20 days notice. For most Trust Funds, we are generally entitled to amend the applicable Declaration of Trust without prior approval of or notice to investors in a Trust Fund if we reasonably believe that the proposed amendment does not have the potential to adversely affect investors or: to ensure compliance with applicable laws, regulations or policies; to protect investors; to remove conflicts or inconsistencies between the Declaration of Trust and any law, regulation or policy affecting the Fund, trustee or its agents; to correct typographical, clerical or other errors; or to facilitate the administration of the Fund or to respond to amendments to the Tax Act which might adversely affect the tax status of the Fund or investors if no change is made

27 4. VALUATION OF PORTFOLIO SECURITIES The portfolio securities of each Fund are valued as at the close of trading on the Toronto Stock Exchange (the TSX ) (the valuation time ) on each trading day. A trading day is any day that the TSX is open for trading. The value of the portfolio securities and other assets of each Fund is determined by applying the following rules: Cash on hand or on deposit, bills and notes and accounts receivable, prepaid expenses, cash dividends and interest declared or accrued and not yet received are generally valued at their full amount unless we have determined that any of these assets are not worth the full amount, in which event the value shall be deemed to be the value that Mackenzie reasonably deems to be the fair value. Precious metals (certificates or bullion) and other commodities are valued at their fair market value, generally based on prevailing market prices as reported on exchanges or other markets. Portfolio securities listed on a public securities exchange are valued at their close price or last sale price reported before the valuation time on that trading day. If there is no close price and if no sale is reported to have taken place before the valuation time on that trading day, they are valued at the average of the last bid and ask prices reported before that time on that trading day. Unlisted portfolio securities of the Funds traded on an over the counter market are valued at the last sale price reported before the valuation time on that trading day. If no sale is reported to have taken place before the valuation time on that trading day, they are valued at the average of the last bid and ask prices reported before that time on that trading day. Notwithstanding the foregoing, if portfolio securities are interlisted or traded on more than one exchange or market, we shall use the close price or last sale price or the average of the last bid and ask prices, as the case may be, reported before the valuation time on the exchange or market determined by Mackenzie Investments to be the principal exchange or market for those securities. Fixed income securities listed on a public securities exchange will be valued at their close price or last sale price before the valuation time on that trading day, or if there is no close price and if no sale is reported to have taken place before the valuation time on that trading day, at the average of the last bid and ask prices before that time on that trading day. Non-exchange traded fixed income securities of the Funds are valued at their fair value based on prices supplied by established pricing vendors, market participants or pricing models, as determined before the valuation time on that trading day

28 Mutual fund securities of Underlying Funds are valued at the price calculated by the manager of the Underlying Fund for the applicable series of securities of the Underlying Fund for that trading day in accordance with the constating documents of the Underlying Fund. Long positions in options, debt-like securities and warrants are valued at the current market value of their positions. Where an option is written by a Fund, the premium received by the Fund for those options is reflected as a deferred credit. The deferred credit is valued at an amount equal to the current market value of the option which would have the effect of closing the position. Any difference resulting from revaluation shall be treated as an unrealized gain or loss on investment. The deferred credit shall be deducted in calculating the NAV of the Fund. The Fund s portfolio securities which are the subject of a written option shall continue to be valued at their current market value as determined by Mackenzie Investments. Foreign currency hedging contracts are valued at their current market value on that trading day with any difference resulting from revaluation being treated as an unrealized gain or loss on investment. The value of a forward contract or swap is the gain or loss on the contract that would be realized if, on that trading day, the position in the forward contract or the swap were to be closed out. The value of a standardized future is, if the daily limits imposed by the futures exchange through which the standardized future was issued are: not in effect, the gain or loss on the standardized future that would be realized if, on that trading date, the position in the standardized future was closed out, or in effect, based on the current market value of the underlying interest of the standardized future. Margin paid or deposited on standardized futures or forward contracts is reflected as an account receivable and margin consisting of assets other than cash is noted as held as margin. Portfolio securities, the resale of which are restricted or limited by means of a representation, undertaking or agreement by the Fund or its predecessor in title or by law, are valued at the lesser of: (i) their value based upon reported quotations in common use on that trading day; and

29 (ii) that percentage of the market value of portfolio securities of the same class or series of a class, the resale of which is not restricted or limited by reason of any representation, undertaking or agreement or by law, equal to the percentage that the Fund s acquisition cost was of the market value of the securities at the time of acquisition, but taking into account, if appropriate, the amount of time remaining until the restricted securities will cease to be restricted securities. Portfolio securities quoted in foreign currencies are translated to Canadian dollars to reflect the rate of exchange existing on that trading day. Notwithstanding the foregoing, portfolio securities and other assets for which market quotations are, in Mackenzie Investments opinion, inaccurate, unreliable, not reflective of all available material information or not readily available are valued at their fair value as determined by Mackenzie Investments. If a portfolio security cannot be valued under the foregoing rules or under any other valuation rules adopted under applicable securities laws, or if any rules we have adopted are not set out under applicable securities laws but at any time are considered by us to be inappropriate under the circumstances, then Mackenzie Investments shall use a valuation which it considers to be fair and reasonable in the interests of investors in the Fund. In those circumstances, Mackenzie Investments would typically review current press releases concerning the portfolio security, discuss an appropriate valuation with other portfolio managers, analysts, the Investment Funds Institute of Canada and consult other industry sources to set an appropriate fair valuation. If at any time the foregoing rules conflict with the valuation rules required under applicable securities laws, Mackenzie Investments will follow the valuation rules required under applicable securities laws. The constating documents of each of the Funds contain details of the liabilities to be included in calculating the security price for each series of securities of each of the Funds. The liabilities of a Fund include, without limitation, all bills, notes and accounts payable, all management fees, administration fees and fund costs payable or accrued, all contractual obligations for the payment of money or property, all allowances authorized or approved by us for taxes (if any) or contingencies and all other liabilities of the Fund. Mackenzie Investments will determine in good faith whether such liabilities are series expenses or common expenses of the Funds or, in the case of the Corporate Class Funds, of a Corporation. In calculating the security price for each series of securities, we will use the latest reported information available to us on each trading day. The purchase or sale of portfolio securities by a Fund will be reflected in the first calculation of the security price for each series of securities after the date on which the transaction becomes binding. Mackenzie Investments has not within the past three years exercised its discretion to deviate from the Funds valuation practices described above

30 Differences from Canadian GAAP (Generally Accepted Accounting Principles) In accordance with amendments to National Instrument , the fair value of a portfolio security used to determine the daily price of the Fund s securities for purchases and redemptions by investors will be based on the Fund s valuation principles set out above, which are not the same as the Canadian GAAP requirements. Hence, the reported value of securities held by a Fund in annual and interim financial statements may differ. 5. CALCULATION OF NET ASSET VALUE The NAV of a Fund, as of any valuation time, is the market value of the Fund s assets less its liabilities. After the close of business on each trading day, we will calculate a separate NAV for each series of each Fund because management fees, administration fees and fund costs for each series are different. For each series of each Fund, the NAV per security is calculated by: adding up the series proportionate share of the cash, portfolio securities and other assets of the Fund; subtracting the liabilities applicable to that series of securities (which includes the series proportionate share of common liabilities, plus liabilities directly attributable to the series); and dividing the net assets by the total number of securities of that series owned by investors. The NAV per security applied to purchase and redemption orders of each series of securities of each Fund (except as noted in the next paragraph) will generally increase or decrease on each trading day as a result of changes in the value of the portfolio securities owned by the Fund. When dividends or distributions (other than management expense distributions) are declared by a Fund, the NAV per security will decrease by the per security amount of the dividends or distributions on the payment date. We intend to maintain the security price of each series of securities of Money Market Fund at a constant $10 Canadian. This Fund follows the amortized cost method of valuing its portfolio securities and net income of the Fund is allocated daily to each series of securities and then distributed to investors monthly in the form of additional securities of the Fund unless, prior to the distribution, an investor requests payment by cheque

31 The NAV per security for purchases and redemptions of securities of the Funds is the security price first calculated after the receipt by Mackenzie Investments of all appropriate documents pertaining to a purchase or redemption order. That NAV of each Fund and the NAV per security is available to the public by calling for no cost. Purchase of Securities 6. PURCHASES AND SWITCHES (EXCHANGES OF SECURITIES) Securities of the Funds may be purchased by contacting your Quadrus representative or Quadrus authorized representative. Mackenzie is not liable for the recommendations given to you by your Quadrus representative or Quadrus authorized representative. There are three available purchase options for Quadrus series, D5 series, D8 series and RB series securities: the sales charge purchase option, where you may be required to pay a negotiable sales charge to Quadrus or your Quadrus authorized dealer; the redemption charge purchase option, where a fixed commission will be paid to Quadrus or your Quadrus authorized dealer on your behalf at the time of your purchase, and you may be required to pay a redemption charge to reimburse us for that commission if you redeem your securities within seven years; or the low-load purchase option, where we will pay a fixed commission to Quadrus or your Quadrus authorized dealer on your behalf at the time of your purchase, and you may be required to pay a redemption charge to reimburse us for that commission if you redeem your securities within three years. L series, L5 series, L8 series, N series, N5 series and N8 series are only available under the sales charge purchase option. In addition, for N series, N5 series or N8 series securities purchases, you must have entered into an N series Account Agreement with Mackenzie and Quadrus which sets out the management fees, administration fees, fund costs and Quadrus service fee applicable to your account. H series, H5 series and H8 series are only sold on a no load basis ( no load purchase option ), which means you pay no sales charge when you buy or sell. For H series, H5 series, or H8 series securities purchases, you must be enrolled in a Quadrussponsored fee-for-service or wrap program, be subject to an asset based fee and your Quadrus authorized dealer has entered into an agreement with Mackenzie Investments relating to the distribution of these securities

32 The security price on the purchase of securities is based on the Fund s next calculation of NAV for the series of securities after your purchase or switch order has been received in good order. Mackenzie Investments must receive the application form and money within three trading days of your purchase order (one trading day for money market funds). If we have not received payment by the end of the third trading day (one trading day for money market funds) after your purchase order is placed, we are required by law to redeem the securities on the next trading day. If the amount received on the redemption exceeds what you would have paid for the securities, the Fund must keep the surplus. However, if your purchase obligation exceeds the amount received on the redemption (which will occur if the Fund s security price has declined since the date of your purchase order), Quadrus or a Quadrus authorized dealer will be required to pay the Fund the amount of the deficiency, plus any additional expenses of processing the redemption order. Quadrus or a Quadrus authorized dealer may require you to pay this amount if you were the cause of the failed purchase order. Details of the purchase options and instructions on how to submit a purchase order are set out in the simplified prospectus under the heading Purchases, Switches and Redemptions. Compensation Paid to Your Dealer Your selection of purchase options will affect the level of compensation which Quadrus or a Quadrus authorized dealer is entitled to receive initially on the purchase transaction, and thereafter so long as you hold securities in the Funds. Please refer to Part A of the simplified prospectus for more information on how dealers are compensated by Mackenzie Investments for the sale of the Funds. How to Switch Securities between Funds You can switch among the mutual fund securities of the Funds for which you are eligible by contacting your Quadrus representative or Quadrus authorized representative who will pass your instructions on to us. You should know the following information about switches: If the securities you want to switch were bought under the redemption charge purchase option or the low-load purchase option, your new securities will have the same redemption charge schedule. If the new securities are not available under the redemption charge purchase option or the low-load purchase option, as applicable, you will have to pay any applicable redemption charges on the securities you redeem before your new securities are issued

33 Quadrus or a Quadrus authorized dealer can charge you a switch fee of up to 2% of the value of the securities switched for the services which it provides you on the switch. Securities you bought under the sales charge purchase option/no load purchase option should only be switched for other securities under the sales charge purchase option and/or the no load purchase option. Securities you bought under the redemption charge purchase option should only be switched for other securities under the redemption charge purchase option (if those securities are available under that purchase option). Securities you bought under the low-load purchase option should only be switched for other securities under the low-load purchase option (if those securities are available under that purchase option). If you follow these rules, you will avoid having to pay any unnecessary additional sales charges. Switches among purchase options are permitted under certain circumstances. Please read the simplified prospectus of the Funds. You may not switch securities you bought under the redemption charge purchase option to other securities to be purchased under the low-load purchase option and you may not switch securities you bought under the low-load purchase option to other securities to be purchased under the redemption charge purchase option. The security price on a switch of securities is based on the Fund s first calculation of NAV for the series of securities after your switch order has been received in good order. How to Switch Securities from One Series to another Series within the Same Fund You can switch your securities of a series of a Fund into securities of another series of the same Fund by contacting your Quadrus representative or Quadrus authorized representative who will pass your instructions on to us promptly. You should know the following information about switches between series of the same Fund: You can switch securities of another series of a Fund into H series, H5 series or H8 series securities only if you are an eligible investor for the H series, H5 or H8 series securities. Please see Section 3: Description of Securities Series of Securities for a list of the categories of investors who are eligible to purchase H series, H5 series or H8 series securities or ask your Quadrus representative or Quadrus authorized representative. You can switch securities of a series of a Fund into N series, N5 series or N8 series securities of the same Fund if you qualify to purchase N series, N5 series or N8 series securities. Before switching any Quadrus series, D5 series, D8 series or RB series securities into H series, H5 series, H8 series, L series, L5 series, L8 series, N series, N5 series, or N8 series securities, you will have to pay any applicable

34 redemption charges if you purchased those securities under the redemption charge purchase option or the low-load purchase option because H series, H5 series, H8 series, L series, L5 series, L8 series, N series, N5 series or N8 series securities are not available under the redemption charge purchase option or the low-load purchase option. Prior to the expiry of the redemption charge or low-load purchase option schedules, switches are not permitted between Quadrus series, D5 series, D8 series or RB series securities purchased under the sales charge purchase option and Quadrus series, D5 series, D8 series or RB series securities purchased under the redemption charge purchase option or the low-load purchase option of the same Fund other than redemption charge securities eligible for the free redemption amount as described under Section 7: How to Redeem Securities. The free redemption amount is not available for securities purchased under the low-load purchase option. In addition, once the redemption charge schedule is complete your redemption charge securities may be switched to sales charge securities or another available series of securities without increased costs to you. Your dealer is paid a higher trailing commission on sales charge securities and may be paid a higher trailing commission if your redemption charge securities are switched into another series of securities. Switches are also not permitted between Quadrus series, D5 series, D8 series or RB series securities purchased under the low-load purchase option and Quadrus series, D5 series, D8 series or RB series securities purchased under the redemption charge purchase option. The following table summarizes which switch transactions will be taxable to you: Type of Switch Taxable Non-Taxable From one series to another series of the same Fund From one Corporate Class Fund to another Corporate Class Fund that is part of the same Corporation All other switches A switch that is a taxable transaction consists of a redemption of the securities of the Fund you own and a purchase of the securities of the new fund. See the Income Tax Considerations section of this document. Switches from a Fund may accelerate the time at which the Fund, or in the case of a Corporate Class Fund, the Corporation of which that Corporate Class Fund is a part, realizes gains and pays capital gains distributions or dividends. See the Income Tax Considerations section of this document. Delivery of Prospectuses, Statements and Reports Mackenzie, Quadrus, your Quadrus authorized dealer, your Quadrus representative or your Quadrus authorized representative will send you: Fund Facts and any amendments other than as set out below;

35 confirmation statements when you purchase, switch or redeem securities of your Fund; account statements; at your request, the simplified prospectus, annual audited financial statements and/or semi-annual unaudited financial statements for a Fund and/or Fund annual management reports of fund performance and/or interim management reports of fund performance; if you own securities of a Corporate Class Fund that paid a dividend, T5 tax slips annually (Quebec residents will also receive a Réleve 3) unless your securities are held in a registered plan; and if your Trust Fund paid a distribution, T3 tax slips annually (Quebec residents will also receive a Réleve 16) unless your securities are held in a registered plan. You should retain all your confirmations and account statements to assist with the preparation of your tax return and calculations of the adjusted cost base of your securities for tax purposes. Exemption from Renewal Prospectus Delivery Requirement for Investors in Pre- Authorized Chequing Plans When you enrol in a PAC, Quadrus or your Quadrus authorized dealer will send you a copy of the Funds current Fund Facts along with a PAC form agreement (a Form ) as described below. Upon request you will also be provided with a copy of the Funds simplified prospectus. You will not receive the Fund Facts when you make any subsequent purchases under the PAC unless you request this at the time of your initial investment, or subsequently send a request. You can get copies of these documents at on the Internet site of Quadrus at by calling Quadrus toll-free at , from Quadrus, your Quadrus authorized dealer, your Quadrus representative or your Quadrus authorized representative. Your Quadrus authorized dealer, your Quadrus representative or your Quadrus authorized representative will only send you an updated copy of the Fund Facts annually upon renewal and any amendments if you have requested them. You have a statutory right to withdraw from an initial purchase of the Funds under the PAC plan, but you do not have a statutory right to withdraw from subsequent purchases of the Fund under the PAC. However, you will continue to have all other statutory rights under securities law, including a a right of action for damages or rescission in the event any Fund Facts or document incorporated by reference in any renewal simplified prospectus contains any misrepresentation, whether or not you have requested the Fund Facts

36 Redemption of Securities 7. HOW TO REDEEM SECURITIES The instructions for submitting an order to redeem your securities are contained in the simplified prospectus under the heading Purchases, Switches and Redemptions. The amount which you will receive for your redemption order is based on the Fund s NAV for that series of securities next calculated after your redemption order has been received in good order. Your redemption order must be in writing or, if you have made arrangements with your dealer, by electronic means through your dealer. If you have a security certificate, you must present the certificate at the time of your redemption request. To protect you from fraud, for redemptions above certain dollar amounts, your signature on your redemption order (and certificate, if applicable) must be guaranteed by one of a bank, trust company, member of a recognized stock exchange or any other organization satisfactory to Mackenzie Investments. If you request more than one redemption at a time, your redemption requests will be processed in the order in which they are received. Redemption orders involving transfers to or from registered plans may be delayed until all administrative procedures involved with registered plans are complete. If we do not receive everything we need to complete your redemption order within 10 trading days after the redemption date, under securities law we are required on that tenth trading day to purchase the same number of securities which you redeemed. We will apply your redemption proceeds to the payment required for those securities. If the security price has decreased since the redemption date, the Fund must keep the excess proceeds. If the security price has increased since that date, you, Quadrus or your Quadrus authorized dealer will be required to pay the Fund the deficiency and any additional expenses of processing the repurchase order. Quadrus or your Quadrus authorized dealer may require you to pay this amount if you were the cause of the failed redemption order. If the market value of your investment no longer meets the specified minimum investment required because you redeem securities, Mackenzie Investments may, at its discretion, redeem your securities, close your account and return the proceeds of the redemption to you. Mackenzie Investments will not redeem your securities if their value drops below the specified minimum investment requirement as a result of a decline in the NAV per security rather than a redemption of your securities. Sales Charge Purchase Option If you paid Quadrus or your Quadrus authorized dealer a sales charge at the time of purchase, there is no charge to redeem your securities

37 Redemption Charge Purchase Option and Low-load Purchase Option If you bought your Quadrus series, D5 series, D8 series or RB series securities under the redemption charge purchase option or the low-load purchase option, then you did not pay Quadrus or your Quadrus authorized dealer a sales charge at the time of purchase. Instead, we paid that sales charge to Quadrus or your Quadrus authorized dealer on your behalf. Therefore, if you redeem your securities within seven years of their issue date in the case of redemption charge securities, or within three years of their issue date in the case of low-load securities, you may be required to pay us a redemption charge based on the percentages set out in the simplified prospectus under Fees and Expenses to compensate us for that payment. Some redemptions may be made without a redemption charge, as described below under Free Redemption Amount. The free redemption amount is not available for securities purchased under the low-load purchase option. We follow the rules listed below to automatically reduce your redemption charges for all Quadrus series, D5 series, D8 series or RB series securities which you purchase under the redemption charge purchase option or the low-load purchase option: we will always redeem any available free redemption amounts (under the redemption charge purchase option only) first; then, we will redeem securities you bought the earliest; we will give your securities acquired as an automatic reinvestment of Fund distributions the same date of issue as the securities on which the distribution was paid; and securities which you switch will be given the same date of issue as the securities which you owned before the switch If you want to know more about the calculation of redemption charges, please call your Quadrus representative or Quadrus authorized representative. No Load Purchase Option For H series, H5 series and H8 series there is no charge to redeem your securities. Free Redemption Amount If you are an investor holding Quadrus series, D5 series, D8 series or RB series securities of a Fund purchased under the redemption charge purchase option, you can redeem the following amounts of those series of securities of a Fund every year without paying a redemption charge (the free redemption amount ):

38 up to 10% of the market value of those Quadrus series, D5 series, D8 series or RB series securities of a Fund which you owned as of December 31 of the previous calendar year; plus up to 10% of the cost of your new purchases of those Quadrus series, D5 series, D8 series or RB series securities of that Fund in the current calendar year before the redemption order; less any cash dividends or distributions from those Quadrus series, D5 series, D8 series or RB series securities of the Fund that you received on those series of securities of that Fund in the current year. If your free redemptions plus cash dividends or distributions received exceed your free redemption amount in a given year, the excess will carry forward to reduce your free redemption amount in the following year. You cannot carry forward any unused portion of the free redemption amount to another year. If Mackenzie Investments changes the terms of the free redemption amount program, we will give you 60 days prior notice. Some investors may not be eligible to receive the free redemption amount if they switched securities of other Quadrus Funds without a free redemption right into securities of the Funds. Please refer to the simplified prospectus and annual information form of the funds originally purchased to determine whether you are eligible. The free redemption amount is not available for securities purchased under the low-load purchase option. Suspension of Redemption Rights Mackenzie Investments may suspend the redemption of securities of a Fund or may postpone the date of payment upon redemption (i) during any period when normal trading is suspended on a stock exchange, options exchange or futures exchange within or outside Canada on which securities are listed and traded, or on which specified derivatives are traded, which represent more than 50% by value or underlying market exposure of the total assets of the Fund without allowance for liabilities, and if those portfolio securities are not traded on any other exchange that represents a reasonably practical alternative for the Fund, or (ii) with the prior permission of the Ontario Securities Commission. For the purpose of making this determination, the Fund will also be considered to own directly the securities owned by (i) any Underlying Fund whose securities are owned by the Fund and (ii) any Reference Funds to which the Fund has market exposure. During any period of suspension there will be no calculation of the security price for any series of securities of the Fund and the Fund will not be permitted to issue, redeem or switch any securities. The issue, redemption and switch of securities and the calculation of the security price for each series of securities will resume when trading resumes on the exchanges referred to in (i) or when the Ontario Securities Commission declares the suspension in (ii) ended

39 In the event of a suspension: if you have placed a purchase order for a series of securities of the Fund, you may either withdraw the purchase order prior to termination of the suspension or receive securities of the series based on the series NAV per security next calculated after the termination of the suspension; and if you have requested the redemption or switch of securities of the Fund but the redemption or switch proceeds cannot be calculated because of the suspension, you may either withdraw your request prior to termination of the suspension or: (i) (ii) in the case of redemption, receive payment based on the series NAV per security, less the applicable redemption charge, if any, next calculated after the termination of the suspension; or in the case of a switch, have the securities switched on the basis of the series NAV per security next calculated after the termination of the suspension. If we have received your redemption request and the redemption proceeds have been calculated prior to a suspension, but payment of the redemption proceeds has not yet been made, the Fund will pay your redemption proceeds to you during the suspension period. Management Services 8. RESPONSIBILITY FOR FUND OPERATIONS Mackenzie Investments is the manager and transfer agent/registrar of each of the Funds and the trustee of each of the Trust Funds. You may contact us concerning the Funds or your accounts at: Mackenzie Financial Corporation 180 Queen Street West Toronto, Ontario M5V 3K1 Telephone: Fax: Website: [email protected] The documents comprising each Fund s permanent information record and the registers of investors of each of the Funds are maintained at our office in Toronto. In our capacity as manager of the Funds, we provide the staff necessary to conduct the Funds day-to-day operations under the terms of the Master Management

40 Agreements described in Section 14: Material Contracts. The services which we provide to the Funds as manager include: in-house portfolio managers or arranging for external sub-advisers to manage the Funds portfolios; fund administration personnel to process portfolio trades and to provide daily calculations of the value of the Funds portfolio securities and the Funds security prices; transfer agent/registrar personnel to process purchase, switch and redemption orders; customer service personnel to respond to Quadrus, Quadrus authorized dealers and investor enquiries concerning investor accounts; and all other support personnel to ensure that the Funds operations are conducted in an efficient manner. From time to time we engage outside parties as agents, to assist us in providing management and administrative services to the Funds. Most often those agents are sub-advisers with specialized skills or geographic expertise pertinent to local markets who provide portfolio management services and portfolio security selection for all or part of a Fund s portfolio. As manager of the Funds, we determine the terms of engagement and compensation payable by the Funds to those agents. In the case of sub-advisers, we are responsible for payment of their compensation out of our management fees received from the Funds and for monitoring their compliance with the Funds investment objectives and strategies, but we do not pre-approve their trades on behalf of the Funds. Please read Portfolio Management Services later in this section. B2B Trustco is the trustee of the registered plans sponsored by Quadrus. Directors and Executive Officers of Mackenzie Investments The names, municipalities of residence and principal occupations during the preceding five years for each of the directors and executive officers of Mackenzie Investments are set out in the tables below. Only the current position of executive officers who have been at Mackenzie Investments for more than five years is shown. Directors of Mackenzie Investments Jeffrey R. Carney Toronto, Ontario Director of Mackenzie Investments; Chairman, President and Chief Executive Officer of Mackenzie; Co-President and Chief Executive Officer of IGM Financial Inc. 1 ; previously: Executive Vice-President, Branch Network, Charles Schwab & Co. Inc.; Senior Managing Director, Head of Marketing and Products, Putnam Investments; and President, Retirement

41 and Client Solutions, Bank of America Brian M. Flood Toronto, Ontario Karen L. Gavan Toronto, Ontario Robert E. Lord Toronto, Ontario Paul G. Oliver Markham, Ontario Mary L. Turner Beamsville, Ontario Director of Mackenzie Investments; Senior Advisor, Simex Inc., retired partner of Torys LLP Director of Mackenzie Investments; Director, President and Chief Executive Officer of Economical Mutual Insurance Company Director of Mackenzie Investments; retired Partner of Ernst & Young LLP Director of Mackenzie Investments; retired Partner of PricewaterhouseCoopers LLP Director of Mackenzie Investments; Chief Operating Officer, Canadian Tire Financial Services Limited and President, Canadian Tire Bank 1 Mackenzie Investments parent company Executive Officers of Mackenzie Investments Kathy Allan Senior Vice-President, Human Resources of Mackenzie and Etobicoke, Ontario Senior Vice-President, Human Resources of Investors Group Inc. 2 ; previously, Senior Vice-President, Human Resources for Cara Operations Limited. Jeffrey R. Carney Toronto, Ontario Geoffrey D. Creighton Oakville, Ontario Tony Elavia Toronto, Ontario Brian Gooding Toronto, Ontario Director of Mackenzie Investments; Chairman, President and Chief Executive Officer of Mackenzie Investments; Co- President and Chief Executive Officer of IGM Financial Inc. 1 ; previously: Executive Vice-President, Branch Network, Charles Schwab & Co. Inc.; Senior Managing Director, Head of Marketing and Products, Putnam Investments; and President, Retirement and Client Solutions, Bank of America Senior Vice-President, General Counsel & Secretary of Mackenzie Investments and Investors Group Inc. 2 ; Senior Vice-President, General Counsel, Secretary & Chief Compliance Officer of IGM Financial Inc. 1 Executive Vice President and Chief Investment Officer of Mackenzie Investments; Director of Mackenzie Investments Pte. Ltd. 3 ; Founder; Chief Executive Officer and Portfolio Manager of Lumos Capital Management LLC; previously Chief Executive Officer and Chief Investment Officer of Madison Square Investors Executive Vice-President, Head of Distribution of Mackenzie Investments; previously Senior Vice-President and General

42 Manager of Manulife Affinity Markets Luke Gould Toronto, Ontario Michael Schnitman, Wellesley Hills, Massachusetts Susan McVey, Aurora, Ontario David W. McCullum Toronto, Ontario Brent H. Moore Toronto, Ontario Terry Rountes Woodbridge, Ontario Allan M. Warren Toronto, Ontario Senior Vice-President and Chief Financial Officer of Mackenzie Investments; Senior Vice-President, Finance and Chief Financial Officer of Investors Group Inc. 2 ; Director of Investors Group Financial Services Inc. 2 Senior Vice-President, Product of Mackenzie Investments; previously director Product, Strategy and Development at Putnam Investments. Senior Vice-President, Marketing of Mackenzie Investments; previously Vice-President of Marketing at BMO Financial Group; self-employed consultant. Executive Vice-President, Client Services Operations of Mackenzie Investments; Director of Investors Group Financial Services Inc. 2 and Investors Group Securities Inc. 2 ; Executive Vice-President, Client Services Operations of Investors Group Inc. 2 Vice-President and Chief Compliance Officer of Mackenzie Investments; previously, Principal, Brent H. Moore Consulting; and Chief Compliance Officer, HSBC Securities (Canada) Inc. Vice-President, Fund Services & Chief Financial Officer, Mackenzie Funds; Chief Financial Officer of Capitalcorp and Investmentcorp Senior Vice-President, Fund Services of Mackenzie Investments and Investors Group Inc. 2 ; previously, President, M.R.S. Trust Company 1 Mackenzie Investments parent company 2 An affiliate of Mackenzie Investments 3 A wholly owned subsidiary of Mackenzie Investments Directors and Executive Officers of the Corporations The directors of each Corporation are the same as the directors of Mackenzie Investments. The executive officers of each Corporation are as follows:

43 Executive Officers Jeffrey R. Carney Toronto, Ontario Venkat Kannan Mississauga, Ontario Director of Mackenzie Investments; Chairman, President and Chief Executive Officer of Capitalcorp, Investmentcorp and of Mackenzie; Co-President and Chief Executive Officer of IGM Financial Inc. 1 ; previously: Executive Vice-President, Branch Network, Charles Schwab & Co. Inc.; Senior Managing Director, Head of Marketing and Products, Putnam Investments; and President, Retirement and Client Solutions, Bank of America Vice-President, Investment Management Operations of Capitalcorp and of Mackenzie Investments; Director, Chief Administrative Officer, and Chief Compliance Officer of Mackenzie Investments Pte. Ltd. 2 Terry Rountes Woodbridge, Ontario Nick Westlind Toronto, Ontario 1 Mackenzie Investment s parent company 2 A wholly owned subsidiary of Mackenzie Investments Chief Financial Officer of Capitalcorp and Investmentcorp; Vice-President, Fund Services & Chief Financial Officer, Mackenzie Funds Secretary of Capitalcorp; Vice-President, Legal, Mackenzie Investments; previously, Vice-President, Legal, Fidelity Investments Canada ULC Portfolio Management Services The portfolio investments of the Funds are either managed directly by Mackenzie Investments or sub-advisers that have been hired by Mackenzie Investments to manage the Funds portfolio investments. Each of the portfolio managers has primary responsibility for the investment advice given to the accounts that he/she manages or co-manages. On a continuing basis, each portfolio manager evaluates the accounts for which he/she has responsibility, including the percentage that is invested in a type of security generally or in a particular security, diversification of holdings among industries and, in general, the makeup of the account. Under securities law Mackenzie Investments is required to advise you that there may be difficulty enforcing legal rights against a portfolio manager or sub-adviser if the portfolio manager or sub-adviser is resident outside Canada and has not registered with a securities authority in Canada. At present, Ivy Investment Management Company, a subsidiary of Waddell & Reed, Financial Inc., Putnam Investments Limited, Setanta Asset Management Limited, and The Putnam Advisory Company LLC are the only sub

44 advisers of the Funds not registered with a securities authority in Canada. As manager of the Funds, Mackenzie Investments is responsible for the sub-advisers compliance with the overall investment objectives and strategies of the Funds, but does not provide prior approval or review of specific portfolio security investment decisions taken by any sub-adviser. Mackenzie Investments and the sub-advisers also provide portfolio management services to other mutual funds and private accounts. If the availability of any particular portfolio security is limited and that security is appropriate for the investment objective of more than one mutual fund or private account, the securities will be allocated among them on a pro rata basis or other equitable basis having regard to whether the security is currently held in any of the portfolios, the relevant size and rate of growth of the accounts and any other factors which they consider reasonable. Details of the portfolio management agreements entered into between Mackenzie Investments and the sub-adviser firms are set out below and in Section 14: Material Contracts. The tables below describe the portfolio manager or sub-adviser and their principal location and the lead portfolio managers for each Fund, their years of service with that firm and their most recent five years business experience. Bluewater Investment Management Inc., ( Bluewater ) Toronto, Ontario Bluewater is the sub-adviser for Mackenzie Canadian Concentrated Equity Fund. The following individuals are principally responsible for the portfolio investments for this Fund: Name and Title Fund Length of Service with Bluewater Dina DeGeer, Principal Mackenzie Since 1996 Canadian Concentrated Equity Fund* Dennis Starritt, Principal Mackenzie Since 1996 Canadian Concentrated Equity Fund* * The portfolio manager is part of a multi-manager investment team. Principal Occupation in the Previous 5 Years Partner and Portfolio Manager Partner and Portfolio Manager CGOV Asset Management ( CGOV ), Toronto, Ontario CGOV is the sub-adviser for Focused Canadian Equity Class (CGOV). The following individual is principally responsible for the portfolio investments for this Fund:

45 Name and Title Roy Hewson (Portfolio Manager) Fund Focused Canadian Equity Class (CGOV) Length of Service with CGOV Since 1997 Principal Occupation in Previous 5 Years Portfolio Manager GLC Asset Management Group Ltd. ( GLC ), London, Ontario GLC is the sub-adviser for the following funds listed below: Canadian Bond Fund (Portico) Canadian Diversified Equity Fund (London Capital) Canadian Dividend Class (London Capital) Canadian Dividend Fund (London Capital) Canadian Equity Class Canadian Growth Fund (GWLIM) Cash Management Class Corporate Bond Fund (Portico) Fixed Income Fund (Portico) Global Real Estate Fund (London Capital) Growth and Income Class (GWLIM) Income Plus Fund (London Capital) Monthly Income Fund (London Capital) North American Mid Cap Fund (GWLIM) North American Specialty Class Real Return Bond Fund (Portico) Short Term Bond Fund (Portico) U.S. and International Equity Class U.S. Dividend Class (GWLIM) U.S. and International Specialty Class U.S. Value Fund (London Capital) The following individuals, who are part of the GWL Investment Management team within GLC, are principally responsible for the portfolio investments for these Funds: Name and Title Clayton Bittner, Vice-President, Equities Fund U.S. Dividend Class (GWLIM) Length of Service with GLC Since 2006 Principal Occupation in the Previous 5 Years Portfolio Manager and Analyst

46 Name and Title Patricia Nesbitt, Senior Vice-President, Equities Fund Canadian Equity Class * Canadian Growth Fund (GWLIM) Length of Service with GLC Since 1986 Principal Occupation in the Previous 5 Years Portfolio Manager and Analyst Brenda Nicholls, Manager, Equities Growth and Income Class (GWLIM) * North American Mid Cap Fund (GWLIM) Since 1998 Portfolio Manager and Analyst Bryan Shearer, Manager, Equities North American Specialty Class * North American Mid Cap Fund (GWLIM) Since 2001 Portfolio Manager and Analyst North American Specialty Class * * The portfolio manager is part of a multi-manager investment team. The following individuals, who are part of the Laketon Investment Management team within GLC, are principally responsible for the portfolio investments for these Funds: Name and Title Brad Cann, Vice- President, Equities Fund Length of Service with GLC Principal Occupation in the Previous 5 Years Canadian Equity Class * Since 2007 Portfolio Manager and Analyst Ben Fawcett, Vice- President, Equities Canadian Equity Class * Since 2004 Portfolio Manager and Analyst * The portfolio manager is part of a multi-manager investment team. The following individuals, who are part of the London Capital Management team within GLC, are principally responsible for the portfolio investments for these Funds:

47 Name and Title Barry Da Silva, Assistant Vice-President, Equities Fund Length of Service with GLC Principal Occupation in the Previous 5 Years Canadian Equity Class Since 2012 Portfolio Manager and Analyst Dave Gill, Senior Vice- President, Equities U.S. and International Equity Class Since 2003 Portfolio Manager and Analyst Ron Hanson, Chief Strategist Robert Lee, Manager, Equities Ryan Marcy, Manager, Equities Rob McCrindell, Vice- President, Equities Monthly Income Fund (London Capital) Canadian Diversified Equity Fund (London Capital) Canadian Equity Class Canadian Equity Class U.S. Value Fund (London Capital) U.S. and International Equity Class Canadian Dividend Class (London Capital) Canadian Dividend Fund (London Capital) Global Real Estate Fund (London Capital) Income Plus Fund (London Capital) Since 1994 Portfolio Manager and Analyst Since 2007 Portfolio Manager and Analyst Since 2004 Portfolio Manager and Analyst Since 1995 Portfolio Manager and Analyst U.S. and International Specialty Class * The portfolio manager is part of a multi-manager investment team. The following individuals, who are part of the Portico Investment Management team within GLC, are principally responsible for the portfolio investments for these Funds:

48 Name and Title Dale Haynes, Vice- President, Fixed Income Fund Canadian Bond Fund (Portico) Length of Service with GLC Since 1990 Principal Occupation in the Previous 5 Years Portfolio Manager and Analyst Cash Management Class Income Plus Fund (London Capital) Diane Pang Assistant Vice-President, Fixed Income Corporate Bond Fund (Portico) Since 2011 Portfolio Manager and Analyst Susan Petersson, Associate Manager, Fixed Income Cash Management Class Since 2006 Portfolio Manager and Analyst Janet Salter, Vice- President, Fixed Income Fixed Income Fund (Portico) Since 1995 Portfolio Manager and Analyst Real Return Bond Fund (Portico) Short Term Bond Fund (Portico) Jenny Wan, Associate Manager, Fixed Income Short Term Bond Fund (Portico) Since 2004 Portfolio Manager and Analyst

49 Ivy Investment Management Company, a subsidiary of Waddell & Reed, Financial Inc. ( Waddell ), Kansas, U.S.A Notice: Effective September 15, 2014, Waddell will no longer act as sub-adviser for Mackenzie US Large Cap Growth Fund. Ivy Investment Management Company is the sub-adviser for Mackenzie US Large Cap Growth Fund. The following individuals are principally responsible for the portfolio investments for this Fund: Name and Title Dan Becker, CFA, Senior Vice-President Phil Sanders, CFA, Senior Vice-President and Chief Investment Officer Fund Name Mackenzie US Large Cap Growth Fund Mackenzie US Large Cap Growth Fund Length of Service with Waddell Since 1991 Since 2000 Principal Occupation in the Previous 5 Years Portfolio Manager Portfolio Manager and Chief Investment Officer JP Morgan Asset Management (Canada) Inc. ( JP Morgan ), Vancouver, B.C. JP Morgan is the sub-adviser for Mackenzie Emerging Markets Class. The following individual is principally responsible for the portfolio investments for this Fund: Name and Title Austin Forey, Managing Director, Global Emerging Markets Fund Name Mackenzie Emerging Markets Class Length of Service with JP Morgan Since 1988 Principal Occupation in the Previous 5 Years Portfolio Manager Mackenzie Financial Corporation, Toronto, Canada Mackenzie Financial Corporation is the portfolio manager for the following funds: Canadian Equity Class Folio Funds Mackenzie Canadian Concentrated Equity Fund Mackenzie Ivy European Class Mackenzie Canadian Large Cap Balanced Fund Mackenzie Canadian Large Cap Growth Fund Mackenzie Canadian Large Cap Dividend Fund Mackenzie Strategic Income Class Mackenzie Strategic Income Fund Mackenzie US Mid Cap Growth Class Mackenzie Canadian Resource Fund Mackenzie Global Growth Class Mackenzie Precious Metals Class

50 Money Market Fund North American Specialty Class U.S. and International Equity Class U.S. and International Specialty Class The following individuals are principally responsible for the portfolio investments for these Funds: Name and Title Chris Blumas, Associate Portfolio Manager Fund Name Mackenzie Canadian Concentrated Equity Fund* Length of Service with Mackenzie Principal Occupation in the Previous 5 Years Since 2009 Since July 2012, Associate Portfolio Manager. Prior thereto, Senior Investment Analyst ( ). Prior thereto, Equity Research Analyst, Morningstar Canada ( )

51 Lawrence Chin Vice-President, Investments and Portfolio Manager Mackenzie Canadian Concentrated Equity Fund * Since 1999 Portfolio Manager with Mackenzie Dan Cooper, Associate Portfolio Manager Mackenzie Strategic Income Class* Since 1997 Investment Analyst Mackenzie Strategic Income Fund Benoit Gervais, Senior Vice-President, Investments Mark Grammer, Vice-President, Investments Mackenzie Canadian Resource Fund Mackenzie Precious Metals Class Mackenzie Global Growth Class Since 2001 Portfolio Manager, Investment Analyst, and Vice-President, Investments Since 2003 Portfolio Manager with Mackenzie Andrea Hallett, Vice- President, Investments Canadian Equity Class * Folio Funds Since 2002 Portfolio Manager with Mackenzie North American Specialty Class * U.S. and International Equity Class * U.S. and International Specialty Class * Steven Locke, Senior Vice-President Mackenzie Canadian Large Cap Balanced Fund Since 2008 Portfolio Manager Money Market Fund Mackenzie Strategic Income Class Mackenzie Strategic Income Fund Darren McKiernan, Senior Vice-President, Investments Mackenzie Canadian Large Cap Dividend Fund Mackenzie Strategic Income Class Since 2013 Portfolio Manager with Mackenzie since December 2013 Prior thereto, Vice-

52 Hovig Moushian, Senior Vice-President, Investments Mackenzie Strategic Income Fund Mackenzie Canadian Concentrated Equity Fund Mackenzie Canadian Large Cap Dividend Fund Mackenzie Strategic Income Class Mackenzie Strategic Income Fund President, Portfolio Manager at Invesco Canada Ltd. ( ) and Vice-President at Burgundy Asset Management Ltd. ( ) Since 2008 Portfolio Manager with Mackenzie Paul Musson, Senior Vice-President, Investments Mackenzie Ivy European Class Since 2000 Portfolio Manager with Mackenzie Mackenzie Canadian Concentrated Equity Fund * Chuck Roth Vice-President, Investments Mackenzie Canadian Large Cap Balanced Fund* Since 1997 Portfolio manager with Mackenzie Mackenzie Canadian Large Cap Growth Fund

53 Philip Taller, Vice- President, Investments Mackenzie US Mid Cap Growth Class Since 2011 Since July 18, 2012, Vice-President, Investments. Previously, portfolio manager, Bluewater Investment Management Inc. ( ). Felix Wong, Associate Portfolio Manager Mackenzie Canadian Large Cap Balanced Fund* Money Market Fund Since 2008 Investment Analyst Alain Bergeron, Senior Vice-President, Investments Effective August 14, 2014, Mackenzie Canadian Large Cap Balanced Fund. Since 2013 Since September 2013, Senior Vice-President Investments * The portfolio manager is part of a multi-manager investment team. Prior thereto, Vice- President Public Market Investments and Vice- President & Head of Global Tactical Asset Allocation, CPP Investment Board Putnam Investments Limited ("Putnam"), London, England Putnam is the sub-adviser to International Equity Class (Putnam). The following individual is principally responsible for the portfolio investments for these Funds: Name and Title Fund Length of Service with Putnam Principal Occupation in the Previous 5 Years Simon Davis, Portfolio Manager, Co-Head of International Equities, Putnam Investments International Equity Class (Putnam) Since 2000 Since January 2011, Co- Head of International Equities and Lead Portfolio Manager of Putnam s International Equity portfolios. Previously co-portfolio Manager of International Equity portfolios from 2000 to Also lead Portfolio Manager of Putnam s Europe Equity portfolio since Setanta Asset Management Limited ( Setanta ), Dublin, Ireland Setanta is the sub-adviser for Global Dividend Class (Setanta), U.S. and International Equity Class, Growth and Income Class (GWLIM), and Global Equity Class

54 (Setanta). The following individuals are principally responsible for the portfolio investments for these Funds: Name and Title Fund Length of Service with Setanta Principal Occupation in Previous 5 Years Kieran Dempsey, MD & Chief Investment Officer Global Equity Class (Setanta) *** Since 2008 Managing Director & Chief Investment Officer Richard Doyle, Portfolio Manager Global Dividend Class (Setanta) Since 2008 Portfolio Manager Paul McNulty, Portfolio Manager Global Dividend Class (Setanta) Since 2000 Portfolio Manager John Looby, Lead Portfolio Manager Global Equity Class (Setanta) *** Since 2007** Portfolio Manager Fergal Sarsfield, Portfolio Manager Growth and Income Class (GWLIM) * Since 2007 Portfolio Manager U.S. and International Equity Class * Rowan Smith, Portfolio Manager Growth and Income Class (GWLIM) * Since 1998 Portfolio Manager U.S. and International Equity Class * * The portfolio manager is part of a multi-manager investment team. ** John Looby re-joined Setanta in 2007 having previously been with the firm from its foundation in 1998 to *** Global Equity Class (Setanta) has nine portfolio managers, eight of which are each responsible for a global sector. The lead Portfolio Manager is John Looby. Sionna Investment Managers Inc. ( Sionna ), Toronto, Ontario Sionna is the sub-adviser for Canadian Value Class (Sionna). The following individuals are principally responsible for the portfolio investments for this Fund: Name and Title Fund Length of Service with Sionna Principal Occupation in Previous 5 Years

55 Marian Hoffmann, Portfolio Manager Canadian Value Class (Sionna) Since 2004 Portfolio Manager Teresa Lee, Portfolio Manager Canadian Value Class (Sionna) Since 2003 Portfolio Manager The Putnam Advisory Company LLC ( Putnam Advisory Company ), Boston, Massachusetts Putnam is the sub-adviser to U.S. Value Class (Putnam) and, effective September 15, 2014 to Mackenzie US Large Cap Growth Fund (to be renamed Mackenzie US All Cap Growth Fund). The following individuals are principally responsible for the portfolio investments for the Funds: Name and Title Fund Length of Service with Putnam Advisory Company Principal Occupation in the Previous 5 Years Darren A. Jaroch, Portfolio Manager U.S. Value Class (Putnam) Since 1999 Portfolio Manager Walter D. Scully, Assistant Portfolio Manger U.S. Value Class (Putnam) Since 1996 Assistant Portfolio Manager Effective September 15, 2014: Robert M. Brookby Portfolio Manager Mackenzie US Large Cap Growth Fund (effective September 15, 2014 Mackenzie US All Cap Growth Fund ) 2008 Portfolio Manager

56 Brokerage Arrangements Generally, brokerage transactions for the Funds are arranged by Mackenzie Investments, or where applicable, the sub-advisers through a large number of brokerage firms. Brokerage fees for the Funds are usually paid at the most favourable rates available to Mackenzie Investments, or the respective sub-advisers, based on their respective entire volumes of fund trading as managers and/or portfolio managers of significant mutual fund and other assets and subject to the rules of the appropriate stock exchange. Many of the brokerage firms who carry out brokerage transactions for the Funds also sell securities of those Funds to their clients. Investment portfolio brokerage transactions carried out by Funds for which Mackenzie Investments has appointed a sub-adviser will be allocated by the sub-advisers in accordance with their existing brokerage policies. From time to time Bluewater, GLC, Mackenzie Investments, Putnam, Sionna and Waddell also allocate brokerage transactions to compensate brokerage firms for general investment research, including provision of industry and company analysis, economic reports, statistical data pertaining to the capital markets, portfolio reports and portfolio analytics, trading data and other services that assist them in carrying out their respective investment decision-making services to the Funds for which they respectively provide portfolio management services. They will allocate those transactions with appropriate regard to the principles of a reasonable brokerage fee, benefits to the Funds and best execution of the brokerage transactions. They will attempt to allocate the Funds brokerage business on an equitable basis bearing in mind the above principles. They are not under a contractual obligation to allocate brokerage business to any specific brokerage firm. Other than fund-on-fund investments for certain Mackenzie Funds, brokerage transactions are not carried out through Mackenzie Investments or any companies which are affiliated with Mackenzie Investments. Since the date of the last annual information form, certain third party companies provided certain services to Bluewater, GLC, Mackenzie Investments, Putnam, Sionna and Waddell on behalf of the Funds and paid for by the Funds (also known as soft dollars ) including the provision of industry and company analysis, economic reports, statistical data pertaining to the capital markets, portfolio reports and portfolio analytics. For more information and to obtain the name of these companies you can contact us at or by at [email protected]. Please note that Mackenzie Investments faces a potential conflict of interest by obtaining services using soft dollars. This conflict exists because Mackenzie Investments is able to use these services to manage the Funds without paying cash for these services. This reduces Mackenzie Investment's expenses to the extent that Mackenzie Investments would have paid for these services directly had they not been paid for using soft dollars. Certain Funds may generate soft dollars used to purchase services that ultimately benefit other Funds, effectively cross subsidizing the other Funds that benefit directly from the service. For instance, fixed income funds normally do not generate soft dollars to pay for products. Therefore, where services used to manage fixed income funds are paid for using soft dollars, the soft dollars have been generated entirely by equity funds. In

57 other words, the fixed income funds receive the benefit of these services even though they have been paid for by the equity funds. Principal Distributor Quadrus is the principal distributor of the securities of each of the Funds offered under the simplified prospectus. Quadrus is located at 255 Dufferin Avenue, London, Ontario N6A 4K1 ( ). Details of the principal distributor agreement are set out in Section 14: Material Contracts. Trustee Mackenzie Investments is the trustee of the Trust Funds. Under the Declarations of Trust for the Trust Funds, the trustee may resign upon 60 days or 90 days notice, as applicable, and for certain Trust Funds, the trustee may also be removed by the manager upon 60 days or 90 days notice, as applicable. Certain of the Trust Funds Declarations of Trust state that in instances where the trustee resigns in favour of an affiliate, prior notice or investor approval is not required. See also Section 3: Voting Rights and Changes Requiring Investor Approval Other Changes. Custodian Pursuant to a Master Custodian Agreement between Mackenzie Investments, on behalf of the Funds, and Canadian Imperial Bank of Commerce ("CIBC"), Toronto, Ontario, CIBC has agreed to act as custodian for the Funds. The details of the Master Custodian Agreement are set out in Section 14: Material Contracts. The custodian receives and holds all cash, portfolio securities and other assets of each Fund for safekeeping and will act upon the instructions of Mackenzie Investments with respect to the investment and reinvestment of each Fund s assets from time to time. Under the terms of the custodian agreement and subject to the requirements of the Canadian Securities Administrators, the custodian may appoint one or more subcustodians to facilitate effecting portfolio transactions outside of Canada. The fees for custody safekeeping services are calculated on an individual Fund basis according to that Fund s cash and securities on deposit with the custodian and paid by Mackenzie Investments out of the Administration Fee it receives from the Funds. The fees for securities transactions are calculated on an individual Fund basis according to the portfolio security transactions undertaken for the Fund and are paid by the Funds. Other than gold bullion, silver bullion, platinum bullion, palladium bullion, and cash or securities that may be deposited as margin, CIBC will hold all of the Funds Canadian cash, securities and other assets in Toronto. Foreign securities and related cash accounts will be held either at an office of CIBC or by its sub-custodians. The Bank of Nova Scotia (the Bullion Custodian ), or an affiliate or a division thereof will be appointed the custodian of the physical gold, silver, platinum and palladium bullion owned by Mackenzie Precious Metals Class and Mackenzie Canadian Resource Fund pursuant to a sub-custodian agreement (the Bullion Custodian

58 Agreement ) with the Custodian and the Manager. The physical gold, silver, platinum and palladium bullion will be stored in the vault of the Bullion Custodian on an allocated and segregated basis. The term vault means a high security facility ordinarily in use by the Bullion Custodian for the safekeeping and storage of physical bullion. The physical gold, silver, platinum and palladium bullion will be held in locations in Canada, London, England and/or New York, U.S.A. The Bullion Custodian maintains insurance on such terms and conditions as it considers appropriate against all risk of physical loss of, or damage to, bullion stored in its vaults except the risk of war, nuclear incident, terrorism events or government confiscation. None of the Manager, the Funds, nor the Custodian is a beneficiary of any such insurance and none of them have the ability to dictate the existence, nature or amount of coverage. The Bullion Custodian Agreement shall provide that the Bullion Custodian shall not cancel its insurance except upon 30 days prior written notice to the Manager. The Bullion Custodian has advised the Manager and the Fund that the Bullion Custodian may be required to use sub-sub-custodians for the storage of physical gold, silver, platinum and palladium bullion held for Mackenzie Precious Metals Class and/or Mackenzie Canadian Resource Fund in Canada, New York and/or London. These subsub-custodians will be leading providers of secure logistics for valuables, including diamonds, jewellery, precious metals, securities, currency and secure data, serving banks, retailers, governments, mines, refiners, metal traders, diamantaires and jewellers. These sub-sub-custodians will also be authorized depositories for NYMEX/COMEX or have vault facilities that are accepted as warehouses for the London Bullion Market Association. The Funds mentioned above have applied for and received exemptive relief to use such sub-sub-custodians, these Funds would not otherwise be permitted to employ such sub-sub-custodians pursuant to NI The Bullion Custodian Agreement provides that if one of these Funds suffer a loss as a result of any act or omission of a sub-sub-custodian, or of any other agent appointed by the Bullion Custodian (rather than appointed by the Manager) and if such loss is directly attributable to the failure of such agent to comply with its standard of care in the provision of any service to be provided by it under the Bullion Custodian Agreement or the applicable agreement with a sub-sub-custodian, then the Bullion Custodian shall assume liability for such loss directly, and shall reimburse the Fund(s) accordingly. Mackenzie Funds Independent Review Committee For information on the Mackenzie Funds Independent Review Committee and the role it fulfils with respect to the Funds please see Section 10: Fund Governance. Auditor The audit responsibilities for the Funds are carried out by Deloitte LLP, Chartered Accountants, Toronto, Ontario

59 Principal Holders of Securities 9. CONFLICTS OF INTEREST Shares of Mackenzie Investments: IGM Financial Inc., Winnipeg, Canada indirectly owns all of the outstanding voting shares of Mackenzie Investments. As of May 31, 2014, Power Financial Corporation beneficially owned, directly or indirectly, 157,132,080 common shares of IGM Financial Inc. representing % of the outstanding voting shares of IGM Financial Inc. (excluding 0.080% held by The Great- West Life Assurance Company in its segregated funds or for similar purposes). Power Corporation of Canada owned, directly or indirectly, 467,839,296 common shares of Power Financial Corporation, representing % of the outstanding voting shares of Power Financial Corporation. 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. Directors and Executive Officers of Mackenzie Investments and the Corporations: As of May 31, 2014, the directors and executive officers of Mackenzie Investments, Capitalcorp and Investmentcorp beneficially owned, directly or indirectly, in aggregate less than 1% of (a) the common shares of IGM Financial Inc.; and (b) the common shares of any service provider to Mackenzie Investments or the Funds. Independent Review Committee: As of May 31, 2014, the members of the independent review committee beneficially owned, directly or indirectly, in aggregate less than 1% of (a) the common shares of IGM Financial Inc.; and (b) the common shares of any service provider to Mackenzie Investments or the Funds. Shares of Capitalcorp: As of the date of this annual information form, Mackenzie directly owns, beneficially and of record, 100% of the common shares of Capitalcorp. Shares of Investmentcorp: As of the date of this annual information form, Mackenzie Investments directly owns beneficially and of record 100% of the common shares of Investmentcorp. Shares of Quadrus: Quadrus is a wholly-owned subsidiary of London Life Insurance Company, London, Ontario. Securities of the Funds: As of May 31, 2014, other than the investment by other mutual funds or segregated funds managed by Mackenzie Investments or its affiliates (as described in more detail below), the only persons known by Mackenzie Investments to own, beneficially or of record, directly or indirectly, more than 10% of the outstanding securities of any series of the Funds offered under the simplified prospectus were the following investors:

60 Fund Name Series Number of Securities % of Series Investor Advanced Folio Fund D5 10, Investor 125 Advanced Folio Fund D5 7, Investor 180 Advanced Folio Fund D8 22, Investor 64 Advanced Folio Fund L 26, Investor 74 Advanced Folio Fund N 23, Investor 83 Advanced Folio Fund N 81, Investor 124 Aggressive Folio Fund D5 6, Investor 196 Aggressive Folio Fund D Investor 19 Aggressive Folio Fund D Investor 136 Aggressive Folio Fund D Investor 143 Aggressive Folio Fund H 1, Investor 150 Aggressive Folio Fund H Investor 135 Aggressive Folio Fund L 8, Investor 44 Aggressive Folio Fund L 13, Investor 153 Aggressive Folio Fund L 18, Investor 157 Aggressive Folio Fund N 41, Investor 106 Aggressive Folio Fund N 32, Investor 39 Balanced Folio Fund H 24, GESTION CAMBERT, INC. Balanced Folio Fund H 30, ONTARIO INC. Balanced Folio Fund H5 1, Investor 60 Balanced Folio Fund LONDON LIFE H INSURANCE, COMPANY Balanced Folio Fund N 34, Investor 31 Balanced Folio Fund N 36, Investor 48 Balanced Folio Fund N5 6, Investor 188 Balanced Folio Fund N8 59, Investor 147 Canadian Bond Fund (Portico) H 11, Investor 175 Canadian Bond Fund (Portico) IPP TRUST FOR VANDER, MEER Canadian Bond Fund (Portico) H 14, AUTOMOTIVE PORT HOPE & DISTRICT, HEALTHCARE FOUNDATION H 11, Canadian Diversified Equity Fund (London Capital) D Investor 166 Canadian Diversified Equity Fund (London Capital) D5 1, Investor 2 Canadian Diversified Equity Fund (London Capital) D8 3, Investor 204 Canadian Diversified Equity Fund (London Capital) D8 12, Investor 71 Canadian Diversified Equity Fund (London Capital) D8 6, Investor 27 Canadian Diversified Equity Fund (London Capital) D8 5, Investor 98 Canadian Diversified Equity Fund (London Capital) Canadian Diversified Equity Fund (London Capital) H 7, H 7, CARPENTER TRUST FOR, LAUREN M CARPENTER CARPENTER TRUST FOR, HAYLEY M

61 Fund Name Series Number of Securities % of Series Investor CARPENTER Canadian Diversified Equity Fund (London Capital) CARPENTER TRUST H 7, FOR, MATTHEW T CARPENTER Canadian Diversified Equity Fund (London Capital) JR BRAUN 2008 LAW H 9, CORPORATION Canadian Diversified Equity Fund (London Capital) H 8, Investor 18 Canadian Diversified Equity Fund (London Capital) L 1, Investor 89 Canadian Diversified Equity Fund (London Capital) L 4, Investor 96 Canadian Diversified Equity Fund (London Capital) L 1, Investor 75 Canadian Diversified Equity Fund (London Capital) L 5, Investor 96 Canadian Diversified Equity Fund (London Capital) L 1, Investor 76 Canadian Diversified Equity Fund (London Capital) L8 2, Investor 164 Canadian Diversified Equity Fund (London Capital) N 4, Investor 209 Canadian Diversified Equity Fund (London Capital) N 1, Investor 94 Canadian Diversified Equity Fund (London Capital) N 2, Investor 11 Canadian Dividend Class (London Capital) D5 8, Investor 148 Canadian Dividend Class (London Capital) D5 13, Investor 24 Canadian Dividend Class (London Capital) D5 6, Investor 195 Canadian Dividend Class (London Capital) D8 10, Investor 29 Canadian Dividend Class (London Capital) D8 20, Investor 121 Canadian Dividend Class (London Capital) D8 6, Investor 119 Canadian Dividend Class (London Capital) H 17, Investor 59 Canadian Dividend Class (London Capital) H8 5, Investor 22 Canadian Dividend Class (London Capital) H8 12, Investor 23 Canadian Dividend Class (London Capital) L 19, ONTARIO INC. Canadian Dividend Class (London Capital) L 33, ONTARIO INC. Canadian Dividend Class (London Capital) L5 1, Investor 122 Canadian Dividend Class (London Capital) ANITA EAST 2012 N5 19, TRUST Canadian Dividend Class (London Capital) N5 28, Investor 82 Canadian Dividend Fund (London Capital) D5 13, Investor 205 Canadian Dividend Fund (London Capital) D8 54, Investor 10 Canadian Dividend Fund (London Capital) H5 2, Investor 60 Canadian Dividend Fund (London Capital) LONDON LIFE H INSURANCE COMPANY Canadian Dividend Fund (London Capital) L5 1, Investor 138 Canadian Dividend Fund (London Capital) L5 1, Investor 137 Canadian Dividend Fund (London Capital) L8 5, Investor 164 Canadian Dividend Fund (London Capital) L8 13, Investor 63 Canadian Dividend Fund (London Capital) N5 1, Investor 188 Canadian Dividend Fund (London Capital) N5 2, Investor 199 Canadian Dividend Fund (London Capital) LONDON LIFE N INSURANCE COMPANY Canadian Equity Class D5 3, Investor

62 Fund Name Series Number of Securities % of Series Investor Canadian Equity Class D5 2, Investor 5 Canadian Equity Class D5 2, Investor 195 Canadian Equity Class D8 20, Investor 174 Canadian Equity Class D8 6, Investor 14 Canadian Equity Class D8 6, Investor 100 Canadian Equity Class LONDON LIFE H INSURANCE COMPANY Canadian Equity Class L 23, Investor 208 Canadian Equity Class REYNARD FINANCIAL N 216, INC. Canadian Equity Class N8 5, Investor 203 Canadian Equity Class N8 35, Investor 49 Canadian Growth Fund (GWLIM) D Investor 61 Canadian Growth Fund (GWLIM) D Investor 15 Canadian Growth Fund (GWLIM) D5 1, Investor 168 Canadian Growth Fund (GWLIM) GESTION SOLA-MAY D INC. Canadian Growth Fund (GWLIM) D8 1, Investor 120 Canadian Growth Fund (GWLIM) JR BRAUN 2008 LAW H 8, CORPORATION Canadian Growth Fund (GWLIM) H 7, Investor 57 Canadian Growth Fund (GWLIM) L 2, Investor 96 Canadian Growth Fund (GWLIM) L 6, Investor 131 Canadian Growth Fund (GWLIM) L 4, Investor 117 Canadian Growth Fund (GWLIM) N 6, Investor 107 Canadian Value Class (Sionna) D5 3, Investor 205 Canadian Value Class (Sionna) D5 3, Investor 172 Canadian Value Class (Sionna) D5 4, Investor 158 Canadian Value Class (Sionna) D8 8, Investor 66 Canadian Value Class (Sionna) D8 12, Investor 71 Canadian Value Class (Sionna) H Investor 22 Canadian Value Class (Sionna) H8 1, Investor 23 Canadian Value Class (Sionna) L5 1, Investor 122 Canadian Value Class (Sionna) N5 58, Investor 105 Canadian Value Class (Sionna) N5 16, Investor 82 Canadian Value Class (Sionna) N8 7, Investor 162 Canadian Value Class (Sionna) N8 25, Investor 49 Cash Management Class H 7, INOVA INTERIOR RENOVATIONS INC. Cash Management Class H 8, Investor 116 Cash Management Class H 13, Investor 67 Cash Management Class L 22, BC LTD. Cash Management Class L 6, Investor 145 Cash Management Class L 30, SORLYN INVESTMENTS LTD

63 Fund Name Series Number of Securities % of Series Investor Cash Management Class MEDIA MUSIC N 33, CORPORATION Cash Management Class ASC GROUP HOLDINGS N 163, INC. Conservative Folio Fund H 297, Investor 34 Conservative Folio Fund L 52, Investor 114 Conservative Folio Fund L 39, CANADA INC. Conservative Folio Fund L 36, PM&D HOLDINGS LTD. Conservative Folio Fund N 4, Investor 123 Conservative Folio Fund N 2, Investor 190 Conservative Folio Fund N 2, Investor 176 Conservative Folio Fund N 8, Investor 155 Corporate Bond Fund (Portico) H 21, Investor 141 Corporate Bond Fund (Portico) L 45, Investor 187 Corporate Bond Fund (Portico) L 36, Investor 170 Corporate Bond Fund (Portico) SORLYN INVESTMENTS L 46, LTD. Corporate Bond Fund (Portico) N 197, Investor 132 Focused Canadian Equity Class (CGOV) ASC GROUP HOLDINGS N 65, % INC. Global Dividend Class (Setanta) D5 7, Investor 20 Global Dividend Class (Setanta) D8 6, Investor 66 Global Dividend Class (Setanta) D8 11, Investor 71 Global Dividend Class (Setanta) D8 6, Investor 77 Global Dividend Class (Setanta) H Investor 22 Global Dividend Class (Setanta) H8 1, Investor 23 Global Dividend Class (Setanta) N5 3, Investor 199 Global Dividend Class (Setanta) N5 1, Investor 201 Global Dividend Class (Setanta) N8 19, Investor 49 Global Dividend Class (Setanta) N8 2, Investor 181 Global Equity Class (Setanta) H 5, CARPENTER TRUST FOR, LAUREN M CARPENTER Global Equity Class (Setanta) H 4, CARPENTER TRUST FOR, MATTHEW T CARPENTER Global Equity Class (Setanta) CARPENTER TRUST FOR, HAYLEY M CARPENTER H 4, Global Equity Class (Setanta) L 9, Investor 191 Global Equity Class (Setanta) N 9, Investor 174 Global Equity Class (Setanta) N 9, Investor 173 Global Real Estate Fund (London Capital) D5 3, Investor 154 Global Real Estate Fund (London Capital) D5 2, Investor 163 Global Real Estate Fund (London Capital) D5 1, Investor 3 Global Real Estate Fund (London Capital) H 5, IPP TRUST FOR

64 Fund Name Series Number of Securities % of Series Investor VANDER, MEER AUTOMOTIVE LTD. Global Real Estate Fund (London Capital) NOVA SCOTIA H 3, LTD. Global Real Estate Fund (London Capital) L 1, Investor 54 Global Real Estate Fund (London Capital) L 1, Investor 40 Global Real Estate Fund (London Capital) L 1, Investor 108 Global Real Estate Fund (London Capital) ROELEVELD L 1, ENTERPRISE INC. Global Real Estate Fund (London Capital) L 2, Investor 12 Global Real Estate Fund (London Capital) N 22, Investor 72 Global Real Estate Fund (London Capital) N 39, Investor 41 Global Real Estate Fund (London Capital) N5 2, Investor 199 Global Real Estate Fund (London Capital) N5 1, Investor 201 Growth and Income Class (GWLIM) D8 10, Investor 142 Growth and Income Class (GWLIM) D8 7, Investor 77 Growth and Income Class (GWLIM) D8 3, Investor 79 Growth and Income Class (GWLIM) D8 5, Investor 202 Growth and Income Class (GWLIM) PENTA CAM H 162, INVESTMENTS LTD. Growth and Income Class (GWLIM) H Investor 22 Growth and Income Class (GWLIM) H8 6, Investor 23 Growth and Income Class (GWLIM) L 47, Investor 133 Growth and Income Class (GWLIM) L5 11, Investor 215 Growth and Income Class (GWLIM) ANITA EAST 2012 N5 19, TRUST Growth and Income Class (GWLIM) N8 39, Investor 162 Growth and Income Class (GWLIM) N8 10, Investor 181 Income Plus Fund (London Capital) D5 555, Investor 213 Income Plus Fund (London Capital) PENTA CAM Income Plus Fund (London Capital) H 165, INVESTMENTS LTD. LONDON LIFE INSURANCE COMPANY H Income Plus Fund (London Capital) L 69, ALBERTA LTD. Income Plus Fund (London Capital) L 77, Investor 193 Income Plus Fund (London Capital) L5 103, Investor 6 Income Plus Fund (London Capital) L5 46, Investor 182 Income Plus Fund (London Capital) L5 29, Investor 1 Income Plus Fund (London Capital) L5 34, Investor 183 Income Plus Fund (London Capital) MELENN HOLDINGS N 181, LTD. Income Plus Fund (London Capital) N5 3, Investor 199 Income Plus Fund (London Capital) N5 18, Investor 201 International Equity Class (Putnam) D5 1, Investor 159 International Equity Class (Putnam) D5 1, Investor

65 Fund Name Series Number of Securities % of Series Investor International Equity Class (Putnam) D Investor 38 International Equity Class (Putnam) D8 3, Investor 160 International Equity Class (Putnam) L 10, Investor 191 Mackenzie Canadian Concentrated Equity Fund D Investor 60 Mackenzie Canadian Concentrated Equity Fund D Investor 7 Mackenzie Canadian Concentrated Equity Fund D5 1, Investor 167 Mackenzie Canadian Concentrated Equity Fund D Investor 189 Mackenzie Canadian Concentrated Equity Fund MACKENZIE FINANCIAL D CORPORATION Mackenzie Canadian Concentrated Equity Fund H Investor 127 Mackenzie Canadian Concentrated Equity Fund H 1, Investor 60 Mackenzie Canadian Concentrated Equity Fund H Investor 127 Mackenzie Canadian Concentrated Equity Fund L Investor 135 Mackenzie Canadian Concentrated Equity Fund L Investor 156 Mackenzie Canadian Concentrated Equity Fund L Investor 89 Mackenzie Canadian Concentrated Equity Fund N Investor 206 Mackenzie Canadian Concentrated Equity Fund N Investor 70 Mackenzie Canadian Concentrated Equity Fund N Investor 130 Mackenzie Canadian Concentrated Equity Fund N Investor 207 Mackenzie Canadian Large Cap Balanced Fund D5 15, Investor 205 Mackenzie Canadian Large Cap Balanced Fund D5 8, Investor 24 Mackenzie Canadian Large Cap Balanced Fund D5 23, Investor 30 Mackenzie Canadian Large Cap Balanced Fund D8 43, Investor 177 Mackenzie Canadian Large Cap Balanced Fund H 13, CARPENTER TRUST FOR, LAUREN M CARPENTER Mackenzie Canadian Large Cap Balanced Fund H 12, CARPENTER TRUST FOR, HAYLEY M CARPENTER Mackenzie Canadian Large Cap Balanced Fund H 12, CARPENTER TRUST FOR, MATTHEW T CARPENTER Mackenzie Canadian Large Cap Balanced Fund H 6, PORT HOPE & DISTRICT, HEALTHCARE FOUNDATION Mackenzie Canadian Large Cap Balanced Fund H LONDON LIFE INSURANCE COMPANY Mackenzie Canadian Large Cap Balanced Fund L 11, SASKATCHEWAN LTD. Mackenzie Canadian Large Cap Balanced Fund L 44, Investor 81 Mackenzie Canadian Large Cap Balanced Fund TERRY TILLSLEY N 13, FAMILY TRUST Mackenzie Canadian Large Cap Balanced Fund N 6, Investor 65 Mackenzie Canadian Large Cap Balanced Fund N8 2, Investor 140 Mackenzie Canadian Large Cap Dividend Fund D5 2, Investor

66 Fund Name Series Number of Securities % of Series Investor Mackenzie Canadian Large Cap Dividend Fund D5 4, Investor 55 Mackenzie Canadian Large Cap Dividend Fund D8 20, Investor 184 Mackenzie Canadian Large Cap Dividend Fund D8 12, Investor 198 Mackenzie Canadian Large Cap Dividend Fund D8 20, Investor 16 Mackenzie Canadian Large Cap Dividend Fund H Investor 60 Mackenzie Canadian Large Cap Dividend Fund L 33, Investor 86 Mackenzie Canadian Large Cap Dividend Fund L8 4, Investor 164 Mackenzie Canadian Large Cap Dividend Fund N 14, Investor 73 Mackenzie Canadian Large Cap Dividend Fund TERRY TILLSLEY N 16, FAMILY TRUST Mackenzie Canadian Large Cap Growth Fund D Investor 88 Mackenzie Canadian Large Cap Growth Fund D5 2, Investor 169 Mackenzie Canadian Large Cap Growth Fund D5 1, Investor 113 Mackenzie Canadian Large Cap Growth Fund D8 2, Investor 28 Mackenzie Canadian Large Cap Growth Fund D8 2, Investor 169 Mackenzie Canadian Large Cap Growth Fund D8 1, Investor 216 Mackenzie Canadian Large Cap Growth Fund H 5, Investor 33 Mackenzie Canadian Large Cap Growth Fund H 3, Investor 91 Mackenzie Canadian Large Cap Growth Fund H 6, ONTARIO LTD. Mackenzie Canadian Large Cap Growth Fund H 2, Investor 178 Mackenzie Canadian Large Cap Growth Fund L 22, Investor 52 Mackenzie Canadian Large Cap Growth Fund L 7, Investor 46 Mackenzie Canadian Large Cap Growth Fund L 11, SASKATCHEWAN LTD. Mackenzie Canadian Large Cap Growth Fund N 4, Investor 209 Mackenzie Canadian Large Cap Growth Fund N 4, Investor 11 Mackenzie Canadian Resource Fund H 17, Investor 146 Mackenzie Emerging Markets Class H 24, Investor 146 Mackenzie Ivy European Class H 3, ONTARIO INC. Mackenzie Ivy European Class H 3, Investor 102 Mackenzie Ivy European Class L 1, Investor 92 Mackenzie Ivy European Class ROELEVELD L 3, ENTERPRISE INC. Mackenzie Ivy European Class L 3, Investor 191 Mackenzie Ivy European Class N 22, Investor 35 Mackenzie Precious Metals Class H 2, Investor 93 Mackenzie Precious Metals Class H 1, Investor 101 Mackenzie Precious Metals Class H 1, ONTARIO LTD. Mackenzie Precious Metals Class H 2, Investor 17 Mackenzie Precious Metals Class L Investor 52 Mackenzie Precious Metals Class L 2, ONTARIO LTD. Mackenzie Precious Metals Class L 1, Investor 26 Mackenzie Precious Metals Class L 1, Investor 8 Mackenzie Precious Metals Class N 3, Investor

67 Fund Name Series Number of Securities % of Series Investor Mackenzie Precious Metals Class WEALTHSENSE N 4, FINANCIAL GROUP INC. Mackenzie Strategic Income Class D5 5, Investor 55 Mackenzie Strategic Income Class D5 5, Investor 42 Mackenzie Strategic Income Class L 26, Investor 86 Mackenzie Strategic Income Class L5 12, Investor 53 Mackenzie Strategic Income Class N 71, Investor 90 Mackenzie Strategic Income Class MELENN HOLDINGS N 108, LTD. Mackenzie Strategic Income Fund D5 1, Investor 32 Mackenzie Strategic Income Fund D Investor 149 Mackenzie Strategic Income Fund D5 1, Investor 9 Mackenzie Strategic Income Fund D5 1, Investor 179 Mackenzie Strategic Income Fund H 20, Investor 141 Mackenzie Strategic Income Fund H 16, Investor 56 Mackenzie Strategic Income Fund L 45, Investor 187 Mackenzie Strategic Income Fund L 27, ALBERTA LTD. Mackenzie Strategic Income Fund L 36, ALBERTA LTD. Mackenzie Strategic Income Fund N 216, MOUNT SEYMOUR DEVELO PAYMENTS INC. Mackenzie US Large Cap Growth Fund H 8, CARPENTER TRUST FOR, LAUREN M CARPENTER Mackenzie US Large Cap Growth Fund CARPENTER TRUST FOR, HAYLEY M Mackenzie US Large Cap Growth Fund H 7, CARPENTER CARPENTER TRUST FOR, MATTHEW T CARPENTER H 7, Mackenzie US Large Cap Growth Fund H 5, Investor 102 Mackenzie US Large Cap Growth Fund L 4, Investor 52 Mackenzie US Large Cap Growth Fund L 6, Investor 115 Mackenzie US Large Cap Growth Fund L 4, Investor 8 Mackenzie US Large Cap Growth Fund N 13, ONTARIO LTD. Mackenzie US Large Cap Growth Fund N 21, Investor 171 Moderate Folio Fund H 12, Investor 45 Moderate Folio Fund H 18, Investor 13 Moderate Folio Fund H 14, Investor 112 Moderate Folio Fund H 13, Investor 111 Moderate Folio Fund L 33, Investor 110 Moderate Folio Fund L 68, ALBERTA LTD. Moderate Folio Fund L 37, Investor 4 Moderate Folio Fund L5 12, Investor 138 Moderate Folio Fund L5 12, Investor 137 Moderate Folio Fund N 178, MOUNT SEYMOUR

68 Fund Name Series Number of Securities % of Series Investor DEVELO PAYMENTS INC. Moderate Folio Fund VEROBA ENTERPRISE N 56, LTD. Moderate Folio Fund N5 2, Investor 199 Money Market Fund H 8, Investor 144 Money Market Fund H 8, Investor 128 Money Market Fund H 5, Investor 129 Money Market Fund L 14, ALBERTA LTD. Money Market Fund L 4, JOHN C. ADAMS PERSONAL LAW CORPORATION Money Market Fund L 6, Investor 214 Money Market Fund HALF MOON L 6, INVESTMENTS INC. Money Market Fund MORVY CONSULTING N 86, LTD. Money Market Fund PARKSIDE FORD N 325, LINCOLN LTD. Monthly Income Fund (London Capital) D5 35, Investor 212 Monthly Income Fund (London Capital) D5 71, VANDEKERKHOVE FAMILY FOUNDATION Monthly Income Fund (London Capital) D5 29, Investor 80 Monthly Income Fund (London Capital) H 20, Investor 200 Monthly Income Fund (London Capital) H 10, Investor 126 Monthly Income Fund (London Capital) L 35, Investor 97 Monthly Income Fund (London Capital) L 130, Investor 192 Monthly Income Fund (London Capital) L5 9, Investor 122 Monthly Income Fund (London Capital) N 117, Investor 132 Monthly Income Fund (London Capital) MOUNT SEYMOUR DEVELO PAYMENTS Monthly Income Fund (London Capital) N 191, INC. N5 5, Investor 139 Monthly Income Fund (London Capital) N5 3, Investor 199 North American High Yield Bond Fund (Putnam) H 26, Investor 141 North American High Yield Bond Fund (Putnam) H 12, Investor 103 North American High Yield Bond Fund (Putnam) SORLYN INVESTMENTS North American Mid Cap Fund (GWLIM) L 37, LTD. JR BRAUN 2008 LAW CORPORATION H 8, North American Mid Cap Fund (GWLIM) L 4, Investor 68 North American Mid Cap Fund (GWLIM) L 4, Investor 191 North American Mid Cap Fund (GWLIM) N 9, Investor 152 North American Mid Cap Fund (GWLIM) Real Return Bond Fund (Portico) N 8, H 100, IRON RING FISHING COMPANY LIMITED LONDON LIFE INSURANCE COMPANY

69 Fund Name Series Number of Securities % of Series Investor Real Return Bond Fund (Portico) L 2, Investor 36 Real Return Bond Fund (Portico) L 1, Investor 37 Real Return Bond Fund (Portico) L 3, Investor 51 Real Return Bond Fund (Portico) N Investor 85 Real Return Bond Fund (Portico) N Investor 84 Short Term Bond Fund (Portico) H 12, Investor 141 Short Term Bond Fund (Portico) H 42, Investor 78 Short Term Bond Fund (Portico) DADAVAN SYSTEMS H 24, INCORPORATED Short Term Bond Fund (Portico) L 15, Investor 21 Short Term Bond Fund (Portico) SORLYN INVESTMENTS L 38, LTD. Short Term Bond Fund (Portico) L 17, Investor 87 Short Term Bond Fund (Portico) 4-SCHURR Short Term Bond Fund (Portico) N 71, ENTERPRISES INC. PARKSIDE FORD LINCOLN LTD. N 32, Short Term Bond Fund (Portico) N 53, Investor 173 U.S. and International Equity Class D5 1, Investor 165 U.S. and International Equity Class D5 3, Investor 5 U.S. and International Equity Class D5 1, Investor 47 U.S. and International Equity Class D5 1, Investor 3 U.S. and International Equity Class D8 5, Investor 42 U.S. and International Equity Class D8 7, Investor 100 U.S. and International Equity Class H Investor 22 U.S. and International Equity Class H Investor 23 U.S. and International Equity Class L8 2, Investor 164 U.S. and International Equity Class REYNARD FINANCIAL N 91, INC. U.S. and International Equity Class N5 24, Investor 105 U.S. and International Equity Class N5 13, Investor 82 U.S. and International Equity Class N8 3, Investor 203 U.S. and International Equity Class N8 19, Investor 49 U.S. and International Speciality Class REYNARD FINANCIAL N 49, INC. U.S. Dividend Class (GWLIM) D5 1, Investor 104 U.S. Dividend Class (GWLIM) D5 1, Investor 149 U.S. Dividend Class (GWLIM) D Investor 195 U.S. Dividend Class (GWLIM) D8 3, Investor 109 U.S. Dividend Class (GWLIM) D8 1, Investor 58 U.S. Dividend Class (GWLIM) ROELEVELD L 6, ENTERPRISES INC. U.S. Dividend Class (GWLIM) L 9, Investor 87 U.S. Dividend Class (GWLIM) N 35, MELENN HOLDINGS LTD

70 Fund Name Series Number of Securities % of Series Investor U.S. Dividend Class (GWLIM) N8 4, Investor 181 U.S. Value Class (Putnam) D5 1, Investor 172 U.S. Value Class (Putnam) D5 2, Investor 62 U.S. Value Class (Putnam) D5 1, DR. J. TAPPER MEDICAL COROPRATION. U.S. Value Class (Putnam) D8 2, Investor 154 U.S. Value Class (Putnam) D8 2, Investor 69 U.S. Value Class (Putnam) D8 1, Investor 203 U.S. Value Class (Putnam) D8 1, Investor 43 U.S. Value Class (Putnam) D8 4, Investor 109 U.S. Value Class (Putnam) L 26, ALBERTA LTD. U.S. Value Class (Putnam) L8 4, Investor 164 U.S. Value Class (Putnam) N5 3, Investor 201 U.S. Value Class (Putnam) N Investor 203 U.S. Value Fund (London Capital) D Investor 134 U.S. Value Fund (London Capital) D Investor 61 U.S. Value Fund (London Capital) D Investor 50 U.S. Value Fund (London Capital) D Investor 194 U.S. Value Fund (London Capital) D8 3, Investor 151 U.S. Value Fund (London Capital) D8 3, Investor 25 U.S. Value Fund (London Capital) D8 8, Investor 66 U.S. Value Fund (London Capital) H 5, Investor 186 U.S. Value Fund (London Capital) H 17, Investor 146 U.S. Value Fund (London Capital) L 3, Investor 197 U.S. Value Fund (London Capital) L 6, Investor 115 U.S. Value Fund (London Capital) L 3, Investor 108 U.S. Value Fund (London Capital) L Investor 8 U.S. Value Fund (London Capital) L8 2, Investor 164 U.S. Value Fund (London Capital) N 4, Investor 211 U.S. Value Fund (London Capital) N 1, Investor 11 To protect the privacy of investors, we have omitted the names of individual investors. This information is available on request by contacting us at the telephone number on the back cover of this Annual Information Form. If any person or company (including any other mutual fund) owns more than 10% of the securities of your Fund on May 31, 2014, this will be disclosed under What are the risks of investing in the Fund? in the simplified prospectus. Investments by mutual funds and segregated funds managed by Mackenzie Investments and its affiliates

71 Mutual funds and segregated funds managed by Mackenzie Investments and its affiliates, or other investors at Mackenzie Investments discretion, may invest in Series R and S securities of the Funds. As these series are intended solely for investment by these investors as a means to ensure that there are no duplication of fees payable to Mackenzie Investments, they will generally not pay sales charges, redemption fees or management fees. Up to 100% of Series R and S securities of the Funds may be owned by one or more of these investors. Therefore, these investors may own (individually or collectively) more than 10% of all the outstanding securities of a Fund. Affiliated Entities As of the date of this annual information form, no person or company which is an affiliated entity to Mackenzie Investments (as this term is defined in the form requirement under National Instrument ) provides services to the Funds or to Mackenzie Investments in relation to the Funds operations, other than the following companies: Quadrus Investment Services Ltd., the principal distributor of the securities of the Funds offered under the simplified prospectus, and GLC Asset Management Group Ltd., Putnam Investments Limited, Setanta Asset Management Limited, and The Putnam Advisory Company LLC, sub-advisers for certain of the Funds, which are controlled indirectly by Power Financial Corp., and are indirect wholly-owned subsidiaries of Great-West Lifeco Inc. The following diagram describes the relevant corporate relationships within the Power Group of Companies which includes Mackenzie Investments, Quadrus, GLC Asset Management Group Ltd., Putnam Investments Limited, Setanta Asset Management Limited, and The Putnam Advisory Company LLC as at May 31, 2014:

72 Power Corporation of Canada % Power Financial Corporation % IGM Financial Inc. (see Note 5 below) % Great-West Lifeco Inc. 100% Mackenzie Inc. 100% Mackenzie Financial Corporation (see Note 3 below) 97.51% Investment Planning Counsel Inc. (see Note 1 below) 88.47% IPC Portfolio Services (see Note 2 below) 100% Counsel Portfolio Services Inc. 100% GWL Realty Advisors Inc. 100% The Great-West Life Assurance Company 100% GLC Asset Management Group Ltd. 100% London Life Insurance Company 100% The Putnam Investments Limited 100% London Insurance Group Inc. 100% The Putnam Advisory Company, LLC 100% Canada Life Financial Corporation 100% The Canada Life Assurance Company 100% IPC Investment Corporation 100% IPC Securities Corporation 100% Quadrus Investment Services Ltd. 100% London Life Financial Corporation (see Note 4 below) London Reinsurance Group 100% The Canada Life Capital Corporation Inc. 100% Canada Life International Holdings Limited 100% The Canada Life Group (U.K.) Limited) 100% Canada Life International Re Limited 100% Canada Life Irish Holding Company Limited 100% Setanta Asset Management Limited -71-

73 Note 1: IGM Financial Inc. owns 97.51%, with the remaining 2.49% owned by management of Investment Planning Counsel Inc. and its subsidiaries. Investment Planning Counsel Inc. directly owns 100% of the following affiliated dealers: IPC Securities Corporation ( IPCSC ) IPC Investment Corporation ( IPCIC ) Note 2: Investment Planning Counsel Inc. owns 88.47%, with the remaining 11.53%owned by certain advisors of IPCSC and IPCIC. Note 3: Non-voting common shares have also been issued. Note: 4 London Life Financial Corporation owns 89.4% of London Reinsurance Group with the remaining 10.6% owned by London Life Insurance Company. Note: 5 Power Financial Corporation directly and indirectly owns % (excluding 0.080% held by The Great-West Life Assurance Company in its separated funds or for similar purposes). Our Duty to the Funds Mackenzie Investments 10. FUND GOVERNANCE As the manager of the Funds, Mackenzie Investments is under a statutory duty imposed by the Securities Act (Ontario) to act honestly, in good faith and in the best interests of all of its managed funds, and to exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in the same circumstances. Mackenzie Investments Board of Directors is responsible for overseeing our compliance with that statutory duty owed to our managed funds. To assist with its duties, the Board has appointed an Audit Committee and a Fund Oversight Committee as further described below. In addition, Mackenzie Investments has appointed an IRC, which reviews conflicts of interest referred to it by management of Mackenzie Investments. Board of Directors of Mackenzie Investments The Board of Mackenzie Investments is currently comprised of six directors, five of whom are independent of Mackenzie Investments and its subsidiaries and affiliates and one of whom is a member of management. The Board s mandate is for the most part limited to fund governance matters through the operation of a unanimous shareholders agreement. The Board reviews and makes decisions with respect to Mackenzie Investments mutual fund business through the following activities: Reviews and approves all financial disclosure of the Mackenzie Funds, including interim and annual financial statements and management reports of fund -72-

74 performance. The Board considers the recommendations of the Audit Committee in making these determinations; Discusses new fund proposals with management and approves the offering documents; Receives reports from management and other non-board committees relating to the compliance by the Mackenzie Funds with securities laws and administrative practices, and tax and financial reporting laws and regulations applicable to the funds; and Reviews management reports on conflicts of interest to which Mackenzie Investments is subject as manager and trustee of the Mackenzie Funds (where applicable). The Board receives and reviews reports on the activities and recommendations of the IRC and the Fund Oversight Committee in determining how to manage those conflicts. Members of the Board are compensated for their participation on the Board, through the payment of an annual retainer and meeting fees. The Board may, from time to time, engage consultants (legal, financial, or otherwise) to assist it in fulfilling its duties. Mackenzie Investments generally pays for these expenses. Audit Committee of the Board The Board of Mackenzie has established an Audit Committee to oversee the financial reporting and controls of the Mackenzie Funds. The Audit Committee consists of three independent directors of Mackenzie Investments. The Audit Committee: Reviews all financial reporting by the Mackenzie Funds, including the interim and annual financial statements and management reports of fund performance; Meets with the Fund s auditors regularly to discuss the financial reporting of the Mackenzie Funds and specific accounting issues that may arise and the effect of specific events on the Mackenzie Funds financial position. The Audit Committee also reviews with management and with the Funds auditors the adoption of specific accounting policies; Receives reports from management with respect to Mackenzie Investments compliance with laws and regulations that affect Mackenzie Investments as a manager of mutual funds and that could have a material impact on fund financial reporting, including tax and financial reporting laws and obligations. The Audit Committee also reviews the income tax status of the Funds and Mackenzie Investments; Reviews policies relating to financial risks established by management of Mackenzie Investments as well as compliance with those policies and reviews and assesses the

75 insurance coverage maintained by Mackenzie Investments as it relates to its role of managing the Mackenzie Funds; Reviews internal financial controls with management on a regular basis. The Audit Committee meets with Mackenzie s Internal Audit Department, outside the presence of management, to review and gain assurance that reasonable financial controls are in place and are effective; Reviews the annual plan of Mackenzie Investments Internal Audit Department with respect to the Mackenzie Funds and their reports; Oversees all aspects of the relationship between Mackenzie Investments and the auditors of the Funds. In addition to recommending their appointment to the Board, the Audit Committee reviews and approves the terms of auditor engagements, the audit and non-audit services provided by the auditor, sets its remuneration and reviews their performance annually or more frequently. The Audit Committee regularly meets with the auditor outside the presence of management of Mackenzie Investments; and Reviews its mandate on a regular basis. Members of the Audit Committee are compensated for their participation on the Audit Committee, which is in addition to the fees they receive for serving as members of the Board of Directors. The Audit Committee may, from time to time, engage consultants (legal, financial, or otherwise) to assist it in fulfilling its duties. Mackenzie Investments generally pays for these expenses. Fund Oversight Committee of the Board The Board of Mackenzie Investments has established the Fund Oversight Committee to assist the Board and Mackenzie Investments to fulfill Mackenzie Investments obligations in its role as the manager and/or trustee of the Mackenzie Funds. The Fund Oversight Committee consists of all members of the Board of Directors and the Chair of the Fund Oversight Committee is a member of the Board that is independent of management. The Fund Oversight Committee: Supervises Mackenzie Investments activities in respect of its obligations in managing the Mackenzie Funds, which are based on laws and regulation, the constating documents of the Mackenzie Funds and the continuous disclosure documents of the Mackenzie Funds (such as prospectuses, annual information forms, fund facts documents management reports of fund performance, etc.). The Fund Oversight Committee has also created sub-committees to review prospectuses, information circulars and other continuous disclosure documents prepared for investors and potential investors;

76 Meets several times a year and reviews policies adopted by Mackenzie Investments and reports relating to Mackenzie Investments compliance with those policies, including policies and procedures relating to conflicts of interest as required by NI The principal policies include valuation of portfolio securities for the Mackenzie Funds, the use of derivative instruments by the Mackenzie Funds the use of securities lending by the Mackenzie Funds, proxy voting policies for the Mackenzie Funds, the allocation of trades on behalf of the Mackenzie Funds and the restrictions imposed on personal trading by officers and others with access to the Mackenzie Funds trading activities (which are contained in the Business Conduct Policy). The restrictions on personal trading comply with the standards for the mutual fund industry set by the Investment Funds Institute of Canada. Compliance monitoring with respect to these and other policies is carried out on an ongoing basis by the staff of Mackenzie Investments Legal and Compliance Departments, who report to the Fund Oversight Committee on a regular basis; Receives reports regarding the compliance of the Mackenzie Funds with their investment objectives and strategies and securities legislation generally; Reviews performance of the Funds. In this capacity, it receives regular reports from management with respect to the performance of the Funds and reviews with management the performance of specific portfolio managers and sub-advisers. It reviews proposals regarding material changes to the Mackenzie Funds and any continuous disclosure in respect of those changes; and Receives regular reports on and reviews with management the operations of the Mackenzie Funds. This includes oversight of fund valuation processes, the transfer agency function, the information systems used to support these operations, banking arrangements and investor services. The Committee also reviews material services provided by third party suppliers. Reviews its mandate on a regular basis. Independent members of the Fund Oversight Committee are compensated for their participation on the Fund Oversight Committee, which is in addition to the fees they receive for serving as members of the Board of Directors. The Fund Oversight Committee may, from time to time, engage consultants (legal, financial, or otherwise) to assist it in fulfilling its duties. Mackenzie Investments generally pays for these expenses. The Corporations In addition to the oversight of the operations of each Corporation required to be carried out by Mackenzie Investments under the Securities Act (Ontario), each Corporation also has a Board of Directors, with all of the regular duties imposed upon directors of a business corporation under the Business Corporations Act (Ontario). Under that Act, the directors must act honestly, in good faith and in the best interests of the investors in the Funds, and must exercise the degree of care, diligence and skill that

77 a reasonably prudent person would exercise in the same circumstances. To help them carry out their obligations to the Fund s investors, the directors of each Corporation have engaged Mackenzie Investments as manager of those Funds and as the Funds transfer agent and registrar. The Board of Directors of each Corporation is the same as Mackenzie Investments. Please see Directors and Officers of Mackenzie. Mackenzie Funds Independent Review Committee Under NI , mutual funds are required to form an independent review committee to review, among other things, conflict of interest matters to provide impartial judgment on these matters to Mackenzie Investments, in its role as manager of the Mackenzie Funds. Mackenzie has created the IRC, which consists of four members: Robert Hines (Chair), George Hucal, Martin Taylor and Scott Edmonds. The IRC reviews potential conflicts of interest referred to it by Mackenzie as manager of the Mackenzie Funds, and makes recommendations on whether a course of action achieves a fair and reasonable result for the applicable Mackenzie Funds and only upon making that determination does it recommend to Mackenzie Investments that the transaction proceed. This includes potential transactions as well as regular review of Mackenzie Investments policies and procedures relating to conflicts of interest. NI specifically permits Mackenzie Investments to submit proposals to the IRC to cause a Mackenzie Fund to directly purchase or sell securities to another Mackenzie Fund without using a broker, although, to date, Mackenzie Investments has not taken advantage of this provision. Also, as noted under Investment Restrictions the IRC has approved standing instructions to permit the Mackenzie Funds to invest in securities of companies related to Mackenzie Investments. NI also permits the IRC, upon referral by Mackenzie Investments, to consider proposals to change the auditor of a Mackenzie Fund or to approve mergers between Mackenzie Funds. In most cases, if the IRC approves these changes, a vote of investors would not be required; rather, investors would be given 60 days prior notice of the changes. Supervision of Securities Lending, Repurchase and Reverse Repurchase Transactions Many of the Funds are permitted to enter into securities lending, repurchase and reverse repurchase transactions consistent with its investment objective and in compliance with the applicable provisions of NI Mackenzie Investments has appointed the Funds custodian as the Funds agent and has entered into an agreement with that agent to administer any securities lending and repurchase transactions for that Fund (a Securities Lending Agreement ). Those Funds also may enter into reverse repurchase transactions directly or through an agent. The Securities Lending Agreement complies with and the agent is bound to comply with the applicable provisions of NI Mackenzie Investments will manage the risks associated with securities lending, repurchase and reverse

78 repurchase transactions (which are described under General Investment Risks in the simplified prospectus) by requiring the agent to: maintain internal controls, procedures and records including a list of approved counterparties based on generally accepted creditworthiness standards, transaction and credit limits for each counterparty and collateral diversification standards; establish daily the market value of both the securities loaned by a Fund under a securities lending transaction or sold by a Fund under a repurchase transaction and the cash or collateral held by a Fund. If on any day the market value of the cash or collateral is less than 102% of the market value of the borrowed or sold securities, the agent will request that the counterparty provide additional cash or collateral to the Fund to make up the shortfall; and ensure that a Fund does not loan or sell more than 50% of the total assets of that Fund through securities lending or repurchase transactions (without including the collateral for loaned securities and cash for sold securities). Securities lending and reverse repurchase transactions are entered into by the agent on behalf of the Funds and Mackenzie Investments monitors the risks of these transactions. To facilitate monitoring, the agent provides Mackenzie Investments with regular and comprehensive reports summarizing the transactions involving securities lending, repurchase and reverse repurchases. Mackenzie Investments Fund Services and Legal Departments have created written policies and procedures that set out the objectives and goals for securities lending, repurchase transactions or reverse repurchase transactions and the risk management and oversight procedures applicable where the Funds engage in these transactions. Mackenzie Investments Legal, Compliance and Fund Services Departments are responsible for reviewing the Securities Lending Agreement. Mackenzie Investments Board of Directors will receive reports, if any, regarding compliance exceptions in connection with the Funds use of securities lending, repurchase and reverse repurchase transactions. At present, Mackenzie Investments does not simulate stress conditions to measure risk in connection with securities lending, repurchase or reverse repurchase transactions. Risk measurement procedures or simulations are conducted by the agent in respect of loans outstanding and the collateral lodged by each borrower and across all borrowers in the agents overall securities lending and repurchase portfolios. These procedures and simulations include the Funds securities but are not specific to the Funds

79 Supervision of Derivatives Trading Mackenzie Investments has adopted various policies and internal procedures to supervise the use of derivatives within its fund portfolios. All policies and procedures comply with the derivative rules set out in NI or as modified by any exemptions to NI granted by the Canadian Securities Administrators. Mackenzie Investments has established an approval process for the use of derivatives before derivatives can be used in the Funds to ensure compliance with NI or any exemptions to NI granted by the Canadian Securities Administrators and to ensure that the derivative is suitable for the Fund within the context of the Fund s objectives and investment strategies. Mackenzie Investments Fund Services Department records, values, monitors and reports on the derivative transactions that are entered into the Fund s portfolio records. We have established threshold education and experience requirements for all staff who perform activities related to the valuation, monitoring, reporting and overall supervision of derivatives trading, to ensure that those operations are carried out prudently and efficiently. A Fund Services staff member enters all derivative trade information and these trade entries and valuations are reviewed at the time of initial entry by a qualified staff member who has met threshold education and experience requirements. Valuations of derivative securities are carried out according to the procedures described under Section 4: Valuation of Portfolio Securities. A monthly derivative trading report is prepared on a fund-by-fund basis identifying Fund derivative activity, credit rating analysis, concentration levels and compliance with regulatory requirements. Exceptions are identified along with applicable corrective action undertaken. Copies of the monthly report are provided to the designated Senior Vice-President, Investments, the Chief Financial Officer, Funds and the Compliance Department within Mackenzie Investments. A summary of the reports and analysis of the overall use of derivatives by the Funds will be reviewed by the Fund Oversight Committee of the Board of Directors of Mackenzie Investments at least annually. Under NI , mutual funds may engage in derivative transactions for both hedging and non-hedging purposes. Where an external advisory firm is engaged by Mackenzie Investments to provide portfolio management services to the Funds and that firm trades in derivative securities (or other securities) for the Funds, under NI Mackenzie Investments will be responsible for ensuring that all trading for the Funds by the sub-advisers is suitable to the Funds objectives and strategies. When derivatives are acquired for hedging purposes, our internal policies require that the derivatives have at least a 75% degree of negative correlation to the position being hedged. Derivatives will not be used to create leverage within the Fund s portfolio unless permitted under NI Mackenzie Investments does not simulate stress conditions to measure risk in connection with the Funds use of derivatives. The designated Senior Vice-President,

80 Investments oversees the compliance with the derivatives policies and procedures by the portfolio managers (internal) and the external advisory firms. Proxy Voting Policies and Procedures The Funds managed by internal portfolio managers at Mackenzie Investments ( Internal Managers ) follow the proxy voting policies and procedures mandated by Mackenzie Investments. Mackenzie Investments objective is to vote the securities of companies for which we have proxy-voting authority in a manner most consistent with the long-term economic interest of Fund investors. Voting Practices Mackenzie Investments takes reasonable steps to vote all proxies received. However, Mackenzie Investments cannot guarantee that it will vote in all circumstances. Mackenzie Investments may refrain from voting where administrative or other procedures result in the costs of voting outweighing the benefits. Mackenzie Investments may also refrain from voting if in its opinion abstaining or otherwise withholding its vote is in the best interests of Fund investors. Fund of Fund Voting Mackenzie Investments may vote the securities of an Underlying Fund owned by a Fund when the Underlying Fund is not managed by Mackenzie Investments. If an Underlying Fund is managed by Mackenzie or one of its associates or affiliates, Mackenzie Investments will not vote the securities of the Underlying Fund, but will decide if it is in the best interests of the Fund investors for them to vote on the matter individually. Generally, for routine matters, Mackenzie Investments will decide that it is not in the best interests of the Fund investors for them to vote individually. However, if Mackenzie Investments decides that it is in the best interests of the Fund investors for them to vote, then Mackenzie Investments will ask each Fund investor for instructions on how to vote that investor s proportionate share of the Underlying Fund securities owned by the Fund and will vote accordingly. Mackenzie Investments will only vote the proportion of the Underlying Fund securities for which Mackenzie Investments has received instructions. Summary of Proxy Voting Policies Below is a statement of principles that generally describe how Mackenzie Investments may vote on some commonly raised issues. Mackenzie Investments may elect to vote contrary to these guidelines provided the vote is in the best economic interest of the Fund

81 Mackenzie Investments generally votes in favour of: proposals that support a majority of Board members being independent of management; the appointment of outside directors to an issuer Board or Audit Committee; as well as requirements that the Chair of the Board be separate from the office of the Chief Executive Officer. Proxies related to executive compensation are voted on a case-by-case basis. Generally, Mackenzie Investments will vote in favour of stock options and other forms of compensation that: do not result in a potential dilution of more than 10% of the issued and outstanding shares; are granted under clearly defined and reasonable terms; are commensurate with the duties of plan participants; and are tied to the achievement of corporate objectives. Mackenzie Investments will generally not support: the repricing of options; plans that give the Board broad discretion in setting the terms of the grant of options; or plans that authorize allocation of 20% or more of the available options to any individual in any single year. Mackenzie Investments will generally vote in favour of shareholder rights plans designed to provide sufficient time to undertake a fair and complete shareholder value maximization process and that do not merely seek to entrench management or deter a public bidding process. In addition, Mackenzie Investments will generally support plans that promote the interests and equal treatment of all investors, and that allow for periodic shareholder ratification. Mackenzie Investments will evaluate and vote on shareholder proposals on a case-by-case basis. All proposals on financial matters will be given consideration. Generally, proposals that place arbitrary or artificial constraints on the company will not be supported. Conflicts of Interest Circumstances may occur where a Mackenzie Fund has a potential conflict of interest relative to its proxy voting activities. Where an Internal Manager has a conflict or potential conflict, he or she will notify Mackenzie Investments Chief Investment Officer ( CIO ), and either the Vice-President, Legal ( VP, Legal ) or the Chief Compliance Officer ( CCO ). Should the CIO and either the VP, Legal or the CCO conclude that a conflict exists, the CCO will document the conflict and inform Mackenzie Investments Fund Services Department. The Fund Services Department will maintain a Proxy Voting Watch List ( Watch List ) that includes the names of issuers that may be in conflict and will notify the CIO, and either the VP, Legal or CCO of any meeting circulars and proxies received from an issuer on the Watch List. The CIO and either the VP, Legal or CCO will discuss the voting matter(s) with the Internal Manager or sub-adviser and ensure that the proxy

82 voting decision is based on Mackenzie Investments proxy voting policies and is in the best interests of the Mackenzie Fund. All voting decisions made under this section are documented and filed by the Fund Services Department. Proxy Voting Procedures Upon receipt of a meeting circular, the Fund Services Department logs the issuer name, date of receipt, and other relevant information in a proxy database. The Fund Services Department then reviews the information and summarizes his/her findings. The Internal Manager makes the voting decision, and issues his/her direction to the Fund Services Department. The Fund Services Department logs the decision, forwards the completed proxy to the custodian or the custodian s voting agent, and files all related documentation. The Fund Services Department retains files related to proxies, votes, and related research materials for a minimum two years and off-site for a minimum five years. Proxy Voting by Sub-Advisers Sub-advisers to the Funds have the authority to make all voting decisions concerning the securities held in the Funds on a fully discretionary basis in accordance with the portfolio management agreement. Mackenzie Investments has determined that the sub-advisers have proxy voting guidelines in place and is of the view that the guidelines are substantively similar to Mackenzie Investments Proxy Voting Policy. Information Requests The policies and procedures that the Funds follow when voting proxies relating to portfolio securities are available upon request at any time, at no cost, by calling toll free or (416) or by writing to Mackenzie Financial Corporation, 180 Queen Street West, Toronto, Ontario, M5V 3K1. Each Fund s proxy voting record for the most recent 12 month period ending June 30 will be available free of charge to any investor of that Fund upon request at any time after August 31 of the same year by calling or (416) , and will also be available on the Funds website at Short-Term Trading Policies and Procedures Mackenzie Investments has adopted policies and procedures to detect and deter inappropriate and excessive short-term trading. An inappropriate short-term trade is defined as a combination of a purchase and redemption, including switches between the Funds, within 90 days that Mackenzie Investments believes is detrimental to Fund investors and that may take advantage of

83 Funds with investments priced in other time zones or illiquid investments that trade infrequently. Excessive short-term trading is a combination of purchases and redemptions, including switches between Funds, which occur within 30 days so frequently that Mackenzie Investments believes is detrimental to Fund investors. All trades determined by Mackenzie Investments to be inappropriate short-term trades will be subject to a 2% fee. All trades determined by Mackenzie Investments to be part of a pattern of excessive short-term trading will be subject to a 1% fee. The fees charged will be paid to the applicable Funds. Mackenzie Investments may take such additional action as it considers appropriate to prevent further similar activity by the investor. These actions may include the delivery of a warning to the investor, placing the investor/account on a watch list to monitor his or her trading activity and the subsequent refusal of further trades by the investor if the investor continues to attempt such trading activity and/or closure of the investor s account. In determining whether a short-term trade is inappropriate or excessive, Mackenzie Investments will consider relevant factors including the following: bona fide changes in investor circumstances or intentions; unanticipated financial emergencies; the nature of the Fund; past trading patterns; unusual market circumstances; and an assessment of harm to the Fund or to Mackenzie Investments. The following types of redemptions (including switches) will be exempt from short-term trading fees: from money market or similar funds. These Funds are exempt from short-term trading fees because they are unlikely to be exposed to the adverse effects of short-term trading. Currently, this group includes the following Funds, however, we may add or remove Funds from this list at any time without notice to you: Cash Management Class; Money Market Fund; and Short Term Bond Fund (Portico)

84 from an Underlying Fund by a Fund in a fund of funds program or a linked fund or other similar program; for Quadrus asset allocation programs; for systematic withdrawal plans; redemptions and switches from money market funds to other Funds are not subject to short-term trading fees. Redemptions pursuant to systematic withdrawal plans and redemptions of securities received on the reinvestment of dividends and distributions are also not subject to short-term trading fees. redemptions of securities to pay management fees, administration fees and Quadrus services fees with respect to N, N5 and N8 series securities; redemptions of securities to pay H, H5 and H8 series Quadrus sponsored fee-forservice or wrap program fees; redemptions of securities to pay Quadrus Charitable Giving Program fees; and automatic rebalancing of your holdings in the Quadrus Group of Funds Rebalancing Service. Other types of redemptions (including from switches) that have been arranged to be exempt from short-term trading fees are as set out in the simplified prospectus. Mackenzie Investments, the Funds and any other parties to the arrangements above do not receive any compensation or other consideration for the above arrangements. Other than as set out in the simplified prospectus, Mackenzie Investments has not entered into any arrangements with any other entity (including other funds) which would permit for short-term trading by that entity. In making these judgments Mackenzie Investments seeks to act in a manner that it believes is consistent with the best interests of Mackenzie Fund investors. The interests of fund investors and the Mackenzie Funds ability to manage its investments may be adversely affected by inappropriate or excessive short-term trading because, among other things, these types of trading activities can dilute the value of Mackenzie Fund securities, can interfere with the efficient management of a Mackenzie Fund portfolio and can result in increased brokerage and administrative costs. While Mackenzie Investments will actively take steps to monitor, detect and deter inappropriate and excessive short-term trading, it cannot ensure that such trading activity will be completely eliminated. For example, certain financial institutions may offer alternative investment products to the public that are comprised in whole or in part of securities of Mackenzie Funds. These institutions may open accounts with Mackenzie Investments on behalf of multiple investors whose identity and trading activity is not normally recorded on our transfer agent system

85 Mackenzie Investments reserves the right to restrict, reject or cancel, without any prior notice, any purchase or switch order, including transactions that are deemed to represent inappropriate or excessive short-term trading. Short Selling Policies and Procedures Most Funds may engage in short selling, where such short selling will be done in accordance with securities regulations. Mackenzie Investments has adopted written policies and procedures that set out the objectives and goals for short selling and the risk management procedures applicable to short selling. These policies and procedures (which include trading limits and controls) are developed by Mackenzie Investments compliance department and the CIO, and are reviewed annually. The Board of Directors also reviews and approves the policies and procedures each year. The CIO is responsible for approving whether a Fund may use short selling, and for overseeing the Fund s short selling activities. Short selling activities are monitored by Mackenzie Investments compliance department. Risk measurement procedures or simulations generally are not used to test the portfolio of the Fund under stress conditions. 11. FEES, EXPENSES AND MANAGEMENT EXPENSE REDUCTIONS The fees and expenses payable by the Funds are set out in the simplified prospectus under the heading Fees and Expenses. All series other than N, N5 and N8 series securities of each Fund, pay a fixed rate annual administration fee (the Administration Fee ) to Mackenzie Investments at the rate set out in the simplified prospectus. In exchange for this fee, Mackenzie Investments pays all costs and expenses required to operate the series (other than fund costs as defined below) that are not otherwise included in the management fee. The fund costs for all Funds include interest and borrowing costs, brokerage commissions and related transaction fees, taxes (including, but not limited to G.S.T / H.S.T. and income tax), all fees and expenses of the IRC, fees related to external services that were not commonly charged in the Canadian mutual fund industry as of June 15, 2007, and the costs of complying with any new regulatory requirements, including, without limitation, any new fees, introduced after June 15, June 15, 2007 is the date that Mackenzie Investments proposed to assume responsibility for payment of all operating expenses other than fund costs, in exchange for the payment by the Funds of the Administration Fee. Interest and borrowing costs, and taxes will be charged to each series directly based on usage. Costs of complying with new regulatory requirements will be assessed based on the extent and nature of these requirements. The remaining fund costs will be allocated to each series of each Fund based on their net assets relative to the net assets of all series of Mackenzie Funds. Mackenzie Investments may allocate fund costs among each series of a Fund based on such other method of allocation as it considers equitable to the Fund

86 Series of the Funds that existed as at August 1, 2007 and that were subject to the administration fee proposal that was approved by investors on August 7, 2007 (the Impacted Series ) may pay a monthly Administration Fee adjustment (the Administration Fee Adjustment ) to Mackenzie Investments if the combined average monthly net assets for all the Impacted Series (the Monthly Net Assets ) remain at a level that is below 95% of what their total net assets equaled on August 1, 2007 ( Total Net Assets ). The Administration Fee Adjustment is subject to an annual limit of 0.10% per Impacted Series. As at May 31, 2014, the Administration Fee Adjustment was payable. If, however, in a subsequent month, the Monthly Net Assets increase to an amount equal to or greater than 95% of the Total Net Assets on August 1, 2007, the Administration Fee Adjustment will cease to be payable. If it remains payable, Mackenzie Investments will be entitled to receive an Administration Fee Adjustment for that month from each of those Funds and Impacted Series (regardless of the change in their assets) in such amount that will result in all of the Impacted Series, collectively, paying an Administration Fee for the month equal to the Administration Fee that would have been payable had the Monthly Net Assets equaled 95% of the Total Net Assets on August 1, 2007 throughout the month. The Administration Fee Adjustment will be allocated pro rata between the Impacted Series based on the amount of Administration Fees paid by each Impacted Series for the month for which it is incurred (therefore, all the Impacted Series will pay a proportionate share regardless of whether the individual Impacted Series assets are at, above or below the 95% level). We may authorize a reduction in the management fee rate, administration fee rate and/or fund costs that we charge with respect to any particular investor s securities of the Fund. We will make a payment equal to the reduction directly to the investor of a Corporate Class Fund and for a Trust Fund, directly to the Trust Fund. A Trust Fund will pay an amount equal to the reduction to the investor as a special distribution by issuing additional securities of the Trust Fund, or, at the request of the investor, by paying this amount in cash. The special distributions paid by a Trust Fund will be paid first out of the Trust Fund s income and capital gains and then, if necessary, out of capital. The level of reduction is negotiable between the investor and Mackenzie Investments and usually will be based on the size of the investor s account and the extent of Fund services required by the investor. Reductions will not necessarily be based upon purchases over a specified period of time or on the value of an investor s account at a particular point in time. 12. INCOME TAX CONSIDERATIONS This is a general summary of certain Canadian federal income tax considerations applicable to you as an investor in the Funds. This summary assumes that you are an individual (other than a trust) resident in Canada and that you hold your securities as capital property. This summary is not intended to be legal advice or tax advice. We have tried to make this discussion easy to understand. As a result, it may not be

87 technically precise, or cover all the tax consequences that may be relevant to you. Accordingly, you should consult your own tax advisor having regard to your own particular circumstances when you consider purchasing, switching or redeeming securities of a Fund. This summary is based on the current provisions of the Income Tax Act (Canada) (the "Tax Act"), the regulations under the Tax Act, all proposals for specific amendments to the Tax Act or the regulations that have been publicly announced by the Minister of Finance (Canada) before the date hereof, and our understanding of the current published administrative practices and policies of the Canada Revenue Agency. Except for the foregoing, this summary does not take into account or anticipate any change in law, whether by legislative, regulatory, administrative or judicial action. Furthermore, this summary does not take into account provincial, territorial or foreign income tax legislation or considerations. How the Funds are Taxed The following paragraphs describe some of the ways in which mutual funds can earn income: Mutual funds can earn income in the form of interest, dividends or income from the investments they make, including in other mutual funds, and can be deemed to earn income from investments in certain foreign entities. All income must be computed in Canadian dollars even if earned in a foreign currency. Mutual funds can realize a capital gain by selling an investment for more than its adjusted cost base ( ACB ). They can also realize a capital loss by selling an investment for less than its ACB. A mutual fund that invests in foreign denominated securities must calculate its ACB and proceeds of disposition in Canadian dollars based on the conversion rate on the date the securities were purchased and sold, as applicable. As a result, a mutual fund may realize capital gains and losses due to changes in the value of the foreign currency relative to the Canadian dollar. In connection with Mackenzie Strategic Income Class, when Capitalcorp disposes of Canadian securities, as defined under the Tax Act, to a counterparty pursuant to its obligations under a forward agreement, Capitalcorp will realize a capital gain or capital loss. However, subject to grandfathering for certain forward agreements and series of forward agreements first entered into before March 21, 2013, the returns under a derivative forward agreement will be taxed on income account rather than as capital gains. The forward agreements entered into by Capitalcorp in connection with Mackenzie Strategic Income Class are grandfathered derivative forward agreements until their maturity in December

88 Mutual funds can realize gains or losses from using derivatives or engaging in short selling. Generally, gains and losses from derivatives are added to or subtracted from the mutual fund s income. However, if derivatives are used by a mutual fund as a hedge to limit its gain or loss on a specific capital asset or group of capital assets, then the gains and losses from these derivatives are capital gains or capital losses. Generally, gains and losses from short selling are treated as income. Gains and losses from trading in precious metals and bullion will be taxed on income account, rather than as capital gains and losses. In certain circumstances, capital losses may be denied or suspended and, therefore, unavailable to shelter capital gains. For example, a capital loss realized by a Fund will be suspended if, during the period that begins 30 days before and ends 30 days after the date on which the capital loss was realized, the Fund or an affiliated person (as defined in the Tax Act), acquires property that is, or is identical to, the property on which the loss was realized and owns that property at the end of the period. There are new tax loss restriction rules that apply to a Trust Fund each time the Trust Fund experiences a loss restriction event for tax purposes, which generally occurs each time an investor (counted together with affiliates for purposes of this discussion) becomes a holder of units representing more than 50% of the fair market value of the units of the Trust Fund or because another investor redeems units of the Trust Fund and a remaining investor then holds the majority beneficial interest. If a Trust Fund experiences a loss restriction event, investors may automatically receive an unscheduled distribution of income and capital gains from the Trust Fund. These distributions must be included in the calculation of investors income for tax purposes. Also, the amount of distributions paid by the Trust Fund after a loss restriction event may be even larger than they otherwise would have been due to the deemed recognition and expiry of all losses (both realized and unrealized net of elected unrealized gains) at the time of the loss restriction event. A mutual fund can be organized as a corporation or a trust. The following sections describe the taxation of these types of entities. Corporate Class Funds Even though the assets and liabilities attributable to each Corporate Class Fund are tracked separately, each Corporation must aggregate the income, deductible expenses, and capital gains and losses of all of its Corporate Class Funds (including those not offered under the simplified prospectus) when calculating its taxable income. Each Corporate Class Fund is part of a Corporation that qualifies as a mutual fund corporation, as defined in the Tax Act, and is expected to so qualify at all material times. As a result:

89 A Corporation generally will not pay tax on taxable dividends received from taxable Canadian corporations, provided that it declares and pays sufficient ordinary taxable dividends to its shareholders. Similarly, a Corporation generally will not pay tax on its net capital gains, provided that it declares and pays sufficient capital gains dividends to its shareholders and/or has sufficient capital gains refunds or capital loss carryforwards it may use to eliminate its tax liability thereon. In certain situations, a Corporation may pay refundable taxes rather than pay a dividend to its investors if its management determines that it is advantageous to do so and this decision is ratified by its Board of Directors. Each Corporation will generally pay non-refundable income taxes on its income from other sources, at the corporate rate applicable to a mutual fund corporation, when that income is more than its deductible expenses and deductible losses. Ordinary dividends and capital gains dividends paid by a Corporation, and any non-refundable income taxes payable by a Corporation, will be allocated among its Corporate Class Funds (including those not offered under the simplified prospectus) in a manner that its Board of Directors, in consultation with Mackenzie, determines is fair and reasonable. The non-refundable income tax payable by a Corporation will be estimated and accrued as an expense, and the expense will generally be allocated among its Corporate Class Funds that earned income. A non-refundable income tax expense allocated to a Corporate Class Fund will reduce the NAV of the Fund in the same way as any other expense. As a result of such allocations: the securityholders of a Corporate Class Fund may receive more ordinary taxable dividends from the Corporation than the amount of taxable dividends received on the investments held by that Corporate Class Fund; the securityholders of a Corporate Class Fund may receive more capital gains dividends from the Corporation that exceeds the amount of net capital gains realized on the investments held by that Corporate Class Fund; the NAV of a Corporate Class Fund may be reduced by some or all of the Corporation s non-refundable income tax liability, even if the investments held by that Corporate Class Fund did not produce much taxable income. Trust Funds Unless otherwise noted, all Trust Funds qualify as mutual fund trusts, as defined in the Tax Act, and are expected to continue to so qualify at all material times. Each Trust Fund computes its income or loss separately. All of a Trust Fund s deductible expenses, including management fees, will be deducted in calculating the Trust Fund s income. The Trust Fund will be subject to tax on its net income, including

90 net taxable capital gains, not paid or payable to its investors for each tax year, after taking into consideration any loss carry-forwards and any capital gains refund. Each Trust Fund intends to pay to investors enough of its income and capital gains each year so that it will not be liable for income tax under Part I of the Tax Act. Trust Funds that do not Qualify as Mutual Fund Trusts If a Trust Fund qualifies as a unit trust but not a mutual fund trust, as defined in the Tax Act, it is not eligible for the capital gains refund and could be subject to alternative minimum tax, as well as other taxes under the Tax Act. In addition, if one or more financial institutions, as defined in the Tax Act, owns more than 50% of the fair market value of the units of such a Trust Fund, that Trust Fund will be a financial institution for income tax purposes and thus subject to certain mark-to-market tax rules. In this case, most of the Trust Fund's investments would be considered mark-tomarket property, with the result that it will be deemed to have disposed of and reacquired its mark-to-market property at the end of each tax year as well as at such time as it becomes, or ceases to be, a financial institution; and the gains and losses from these deemed dispositions will be on income account, not capital account. Although Real Return Bond Fund (Portico) is expected to qualify as a mutual fund trust for the 2014 taxation year and at all times thereafter, it does not currently qualify. Key Tax Differences Between Corporate Class Funds and Trust Funds As described above, each Trust Fund computes the income from its activities separately. In contrast, because a Corporate Class Fund is part of a Corporation, the tax consequences of investing in a particular Corporate Class Fund may be affected by both the investment activities of that Corporate Class Fund, and the investment activities of the relevant Corporation s other Corporate Class Funds (including those not offered under the simplified prospectus). For example, any net loss or net capital loss realized on the investments of a particular Corporate Class Fund in a year will be applied to reduce the income or net realized capital gains of the relevant Corporation as a whole in that year; accordingly, the losses will not be available to shelter subsequent income or capital gains of the particular Corporate Class Fund. Furthermore, because each Corporation allows for tax-deferred switching among its Corporate Class Funds, it is expected that investors will switch among the Corporate Class Funds. This may cause capital gains and losses to be recognized at an earlier time than would be the case with an investment vehicle that does not allow for tax-deferred switching. While a Trust Fund may pay taxable distributions of particular types of income and can generally eliminate its liability for tax by distributing all of its income, a Corporate Class Fund cannot. This has two principal consequences:

91 Taxable distributions paid to investors in a Corporate Class Fund will consist of ordinary dividends (i.e., eligible and/or non-eligible dividends from a taxable Canadian corporation) or capital gains dividends, but not other sources of income such as interest or foreign dividends; and If the particular Corporation s other income exceeds its deductible expenses, it will be subject to income tax. In a Trust Fund, this income would be distributed to investors and taxed in their hands at their marginal tax rates. Each Corporation s Board of Directors, in consultation with Mackenzie Investments, determines the allocation of any tax liability and any taxable distributions of the Corporation among its Corporate Class Funds (including those not offered under the simplified prospectus) in a fair and reasonable manner. For investors in a particular Corporate Class Fund, this may produce different returns and tax consequences than if that Fund had been established as a Trust Fund. How You are Taxed on a Fund Investment How you are taxed on an investment in the Funds depends on whether you hold the investment inside or outside a registered plan. If You Own the Funds Outside a Registered Plan Dividends and Distributions You must include in your income for a taxation year, the taxable portion of all distributions (including management expense distributions) paid or payable (collectively, "paid") to you from a Fund during the year, computed in Canadian dollars, whether these amounts were paid to you in cash or reinvested in additional securities. The amount of reinvested distributions is added to the adjusted cost base ( ACB ) of your securities to reduce your capital gain or increase your capital loss when you later redeem. This ensures that you do not pay tax on the amount again at a later date. Distributions paid by a Corporate Class Fund may consist of ordinary taxable dividends, capital gains dividends and/or returns of capital. Distributions paid by a Trust Fund may consist of capital gains, ordinary taxable dividends, foreign source income, other income and/or returns of capital. Ordinary taxable dividends are included in your income subject to the gross-up and dividend tax credit rules. Capital gains dividends and capital gains distributions will be treated as capital gains realized by you, one-half of which will generally be included in calculating your income as a taxable capital gain. A Trust Fund may make designations in respect of its foreign source income so that you may be able to claim any foreign tax credits allocated to you by that Trust Fund. You may receive a return of capital from your Fund. You will not be taxed on a return of capital, but it will reduce the ACB of your securities of that Fund such that

92 when you redeem your securities, you will realize a greater capital gain (or smaller capital loss) than if you had not received the return of capital. If the ACB of your securities is reduced to less than zero, the ACB of your securities will be deemed to be increased to zero and you will be deemed to realize a capital gain equal to the amount of this increase. When you buy securities of a Fund on or before the record date of a distribution, you will receive the distribution and be subject to tax on the taxable portion of the distribution, if any, even though the Fund may have earned the related income or realized the related gains before you owned the securities. The higher the portfolio turnover rate of any Fund in a year, the greater the chance that you will receive a capital gains dividend or capital gains distribution. There is not necessarily a relationship between a high turnover rate and the performance of a Fund. Sales and Redemption Charges and Fees A sales charge paid on the purchase of securities is not deductible in computing your income but is added to the ACB of your securities. A redemption charge paid on the redemption of securities is not deductible in computing your income but effectively reduces the proceeds of disposition of your securities. You should include in your income for a taxation year any rebate that you receive as a consequence of a management fee and/or administration fee reduction in connection with your investment in a Fund, whether these amounts were paid to you in cash or reinvested in additional securities. You should consult with your tax advisor about the tax treatment of fees payable to Mackenzie in respect of your investment in N, N5 or N8 series securities. Switches If you switch between series of a Fund, or if you switch your securities of a Corporate Class Fund for securities of another Corporate Class Fund that is part of the same Corporation, the switch occurs on a tax-deferred basis so that you will not realize a capital gain or capital loss on the switch. Any other type of switch will involve a redemption of your securities. Redemptions You will realize a capital gain (capital loss) if any of your securities in a Fund are redeemed. Your capital gain (capital loss) generally will be the amount by which the NAV of the redeemed securities is greater (less) than the ACB of those securities. You may deduct redemption charges and other expenses of redemption when calculating

93 your capital gain (capital loss). Generally, one-half of your capital gain is included in your income for tax purposes as a taxable capital gain and one-half of your capital loss can be deducted against your taxable capital gains. Calculating Your ACB Your ACB must be determined separately for each series of securities that you own in each Fund. The total ACB of your securities of a particular series of a Fund is generally equal to: the total of all amounts you paid to purchase those securities, including any sales charges paid by you at the time of purchase plus in the case of a Corporate Class Fund, the ACB of any securities of another Corporate Class Fund of the same Corporation that were converted on a tax-deferred basis into securities of that series of the Corporate Class Fund plus the amount of any reinvested distributions in that series less the return of capital component of distributions on that series less in the case of a Corporate Class Fund, the ACB of any securities of the series of the Corporate Class Fund that were converted on a tax-deferred basis into securities of another Corporate Class Fund of the same Corporation less the ACB of any of your securities of that series that have been redeemed

94 The ACB of a single security of a particular series of a Fund will generally be based on the average cost of all securities of the same series of that Fund (as adjusted) owned by you at that time, including securities received on the reinvestment of dividends or other distributions. Any sales charge you paid in respect of a purchase of securities will be included in the cost of your securities for these purposes. Where you switch between series of the same Fund, or switch between Corporate Class Funds of the same Corporation, the cost of the securities received on the switch will generally be equal to the ACB of the securities switched. For example, suppose you own 500 securities of a particular series of a Fund with an ACB of $10 each (a total of $5,000). Suppose you then purchase another 100 securities of the same series of that Fund for an additional $1,200, including a sales charge. Your total cost is $6,200 for 600 securities so that your new ACB of each security of the series of the Fund is $6,200 divided by 600 securities, or $10.33 per security. Alternative Minimum Tax Amounts included in your income as ordinary taxable dividends, capital gains dividends or capital gains (whether paid by a Corporation or distributed by a Trust Fund), as well as any capital gains realized by you on the disposition of securities, may increase your liability for alternative minimum tax. Tax Statements We will send a tax statement to you each year identifying the taxable portion of the dividends and distributions that you received from each Fund and any amounts that were a return of capital. You should keep detailed records of the purchase cost, sales charges, dividends and other distributions, and redemption proceeds related to your securities in order to calculate their ACB. You may wish to consult a tax advisor to help you with these calculations. You should also keep a record of any management fee and/or administration fee rebate received directly in respect of your investment in a Corporate Class Fund

95 If You Own the Funds Inside a Registered Plan Securities of the Funds are qualified investments for registered plans such as RRSPs, RRIFs, TFSAs, RESPs, RDSPs and other types of registered plans. You should consult with your own tax advisor as to whether securities of the Funds would be prohibited investments under the Tax Act if held in your RRSP, RRIF or TFSA. You will generally not pay tax on distributions paid on securities held in a registered plan or on capital gains from redeeming or switching securities held in a registered plan, as long as you do not make a withdrawal from the registered plan and provided the securities are a qualified investment and not a prohibited investment for the registered plan. The securities of each Fund are expected to be qualified investments for registered plans at all times. Even when a security is a qualified investment, it may be a prohibited investment for your RRSP, RRIF or TFSA. Where your registered plan holds a prohibited investment, you will be liable to penalty tax. If you hold N, N5 and N8 series securities in a TFSA, RRSP or RRIF, you should consult with your own tax advisor to determine if the payment of fees by you directly could constitute an advantage to your registered plan, which would result in a tax liability. You should consult your own tax advisor for full particulars of the tax implications of establishing, amending and terminating registered plans and of investing in Funds through a registered plan. It is the responsibility of investors in these plans to determine the consequences to them under relevant tax legislation. The Funds and Mackenzie Investments assume no liability to you as a result of making the Funds and/or series available for investment within the registered plans. Additional Considerations for Investors Under U.S. withholding tax and reporting requirements, commonly referred to as the Foreign Account Tax Compliance Act ( FATCA ), we may be required to collect identity, citizenship, residency and other information about certain securityholders and directly or indirectly provide that information to the U.S. tax authorities in order to avoid a 30% U.S. federal withholding tax on certain payments of U.S. source income, U.S. gross proceeds and certain other amounts made to the Funds. Canada and the U.S. signed an Intergovernmental Agreement for the Enhanced Exchange of Tax Information ( IGA ) under the Canada-U.S. Tax Convention to increase the amount of information exchanged between the Canada Revenue Agency ( CRA ) and the Internal Revenue Service ( IRS ) in a manner that is consistent with Canada s privacy laws and is designed to meet the objectives of FATCA. Under the IGA and the proposed amendments to the Tax Act, you may be required to provide us or your dealer with certain identifying information, or face penalties. We may be required to provide that information to the CRA along with information about your investment in the Funds, unless your securities are held in a registered plan. If you are a U.S. taxpayer (including a U.S. citizen or green card holder who is resident in Canada), the CRA is expected to

96 provide that information to the IRS. If a securityholder does not provide the information necessary for us to comply with these requirements, the securities of the Funds held by such securityholder may be redeemed. This new regime is expected to become effective beginning July 1, You should consult your tax advisor regarding the possible implications of FATCA for you and your investments. What are Your Legal Rights? Securities legislation in some provinces gives you the right to withdraw from an agreement to buy securities of a mutual fund within two business days of receiving the simplified prospectus, or to cancel your purchase within forty-eight hours of receiving confirmation of your order. Securities legislation in some provinces and territories also allows you to cancel an agreement to buy securities of a mutual fund and get your money back, or to make a claim for damages, if the simplified prospectus, annual information form or financial statements misrepresent any facts about the fund. These rights must usually be exercised within certain time limits. For more information, refer to the securities legislation of your province or territory or consult your lawyer. 13. REMUNERATION OF DIRECTORS, OFFICERS AND TRUSTEES The Funds do not directly employ any directors, officers or trustees to carry out their Fund operations. Although the Corporations each have directors and officers, Mackenzie, as manager of the Funds, provides all personnel necessary to conduct the Fund s operations. For the year ended March 31, 2014, IRC members received from the Mackenzie Funds annual fees, meeting fees and expense reimbursement in the aggregate amount of $259,031 in connection with performing their duties for the Mackenzie Funds. These fees and expenses were allocated among the funds managed by Mackenzie Investments in a manner that was fair and reasonable. For a description of the role of the IRC, please see Section 10: Fund Governance Mackenzie Funds Independent Review Committee. 14. MATERIAL CONTRACTS Set out below are particulars of the material contracts entered into by the Funds as of the date of this annual information form as well as a description of the portfolio management agreements that Mackenzie Investments has entered into with certain

97 firms with respect to certain of the Funds. Minor contracts entered into by the Funds in the ordinary course of their business have been excluded. Declarations of Trust The Declarations of Trust of the Funds, which govern all of the Trust Funds, and their effective dates are set out in Section 1: Name, Formation and History of the Funds. The Declarations of Trust set out the powers and duties of the manager and the trustee of the Funds, the attributes of securities of the Funds, procedures for purchase, exchange and redemption of securities, recordkeeping, calculation of the Trust Funds income and other administrative procedures. The Declarations also contain provisions for the selection of a successor trustee if Mackenzie Investments should resign and for termination of the Trust Funds if no successor trustee can be found. Mackenzie Investments is not paid a fee in its capacity as trustee (as would be required if an outside trustee was hired), but is entitled to be reimbursed for any costs incurred on the Trust Funds behalf. Articles of Incorporation of Capitalcorp The Articles of Incorporation of Capitalcorp dated October 13, 2000, as amended, sets out the number of directors of Capitalcorp; the restrictions of Capitalcorp; the classes and series of shares of Capitalcorp and the rights, privileges, restrictions and conditions applicable to such share classes and series including, the security price for issuance of shares, dividend rights, voting rights, rights on liquidation and winding up of the class or series. Articles of Incorporation of Investmentcorp The Articles of Incorporation of Investmentcorp dated July 5, 2005, as amended, sets out the number of directors of Investmentcorp; the restrictions of Investmentcorp; the classes and series of shares of Investmentcorp and the rights, privileges, restrictions and conditions applicable to such share classes and series including, the security price for issuance of shares, dividend rights, voting rights, rights on liquidation and winding up of the class or series. Master Management Agreements Mackenzie has entered into eight master management agreements (the Master Management Agreements ) on the dates set out in the following table for all of the Funds, to provide the management and administrative services to enable the Funds to carry out their business operations: Master Management Agreement Funds (subject to particular Master Management Agreement) Date of Agreement Last Amendment 1 Conservative Folio Fund Moderate Folio Fund Balanced Folio Fund June 27, 2003 June 25,

98 Advanced Folio Fund Aggressive Folio Fund U.S. Value Fund (London Capital) Canadian Dividend Fund (London Capital) Global Real Estate Fund (London Capital) Monthly Income Fund (London Capital) North American High Yield Bond Fund (Putnam) Real Return Bond Fund (Portico) Short Term Bond Fund (Portico) 2 Corporate Bond Fund (GWLIM) Canadian Growth Fund (GWLIM) North American Mid Cap Fund (GWLIM) January 2, 2001 June 28, Mackenzie Canadian Resource Fund Mackenzie Canadian Concentrated Equity Fund November 16, 1993 June 28, Canadian Bond Fund (Portico) Income Plus Fund (London Capital) Canadian Diversified Equity Fund (London Capital) January 2, 2001 June 25, Money Market Fund Fixed Income Fund (Portico) Mackenzie Canadian Large Cap Balanced Fund Mackenzie Canadian Large Cap Dividend Fund Mackenzie Canadian Large Cap Growth Fund Mackenzie US Large Cap Growth Fund (effective September 15, 2014, Mackenzie US All Cap Growth Fund ) January 2, 2001 June 28, Cash Management Class Canadian Equity Class Canadian Value Class (Sionna) U.S. Value Class (Putnam) North American Specialty Class U.S. and International Equity Class U.S. and International Specialty Class Global Dividend Class (Setanta) Growth and Income Class (GWLIM) Canadian Dividend Class (London Capital) Global Equity Class (Setanta) Focused Canadian Equity Class (CGOV) International Equity Class (Putnam) U.S. Dividend Class (GWLIM) July 5, 2005 June 28, Mackenzie Strategic Income Class Mackenzie US Mid Cap Growth Class Mackenzie Ivy European Class Mackenzie Emerging Markets Class Mackenzie Precious Metals Class Mackenzie Global Growth Class October 26, 2000 June 28, Mackenzie Strategic Income Fund Mackenzie Floating Rate Income Fund October 19, 1999 June 27, 2014 Under these Master Management Agreements, Mackenzie Investments is responsible for providing directly, or for arranging other persons or companies to provide, administration services to the Funds, portfolio management services, distribution services for the promotion and sale of the Funds securities and other

99 operational services. The Master Management Agreements contain details about fees and expenses payable by the Funds to Mackenzie Investments, including the management fee rates and administration fee rates as applicable, and the Master Management Agreements are amended each time a new fund or new series of a fund is added to any of the Master Management Agreements. The Master Management Agreements have been executed by Mackenzie Investments on its own behalf as manager and on behalf of the Trust Funds for which it is trustee, in its capacity as trustee. The eight Master Management Agreements generally continue from year to year subject to the exceptions noted below: Each of Master Management Agreements 1 and 3 may be terminated earlier in respect of one or more of the Funds, the particular agreement covers, on not less than 6 months prior written notice. Each of Master Management Agreements 6 and 7 may be terminated earlier in respect of one or more of the Funds, the particular agreement covers, on not less than 60 days prior written notice. Each of Master Management Agreements 1, 3, 6 and 7 may be terminated on shorter notice if any party to the particular agreement is in breach of the terms of that Master Management Agreement and has not remedied the breach within 30 days of receipt of written notice requiring the breach to be remedied or if any party goes into liquidation, commits an act of bankruptcy, ceases to hold appropriate regulatory approvals or commits or permits any other act to occur which materially adversely affects its ability to perform the obligations to be satisfied under that Master Management Agreement. Each of Master Management Agreements 2, 4 and 5 may be terminated earlier in respect of one or more of the Funds, the particular agreement covers, on not less than 60 days prior written notice or such less period of notice as the other party may accept. Notwithstanding the foregoing, each of Master Management Agreements 2, 4 and 5 may be terminated immediately by the trustee of the applicable agreement if: (i) an order is made or a resolution passed or other proceedings are taken for the dissolution of the manager, (ii) the manager consents to or makes a general assignment for the benefit of creditors or makes a proposal to creditors under any insolvency law, or is declared bankrupt or if a liquidator, trustee in bankruptcy, custodian or receiver or other office with similar powers is appointed, (iii) according to the provisions of applicable law, the manager ceases to be qualified to act as manager under the agreement, or (iv) the manager is in default of its material obligations under the agreement and does not remedy the breach within a reasonable period after notice by the trustee. Master Custodian Agreement Mackenzie has entered into a Master Custodian Agreement with CIBC, dated February 24, 2005, as amended, on behalf of the Funds to obtain custodial services for the Funds assets

100 The Master Custodian Agreement complies with the applicable provisions of NI regarding custodial services and requires the custodian to hold the Fund s assets in trust and to separately identify each Fund s account assets. The agreement contains schedules which sets out which Funds are governed by that agreement and the fees payable to the custodian for the range of services provided to the Funds. The agreement can be terminated by the Funds or by the custodian on 120 days prior written notice. Portfolio Management Agreements Except as noted below, Mackenzie Investments is the portfolio manager for each of the Funds under the terms of its Master Management Agreements with the Funds. Mackenzie has entered into portfolio management agreements with each of the firms listed in Section 8 under Portfolio Management Services to provide portfolio management services to several of the Funds. Under each of these agreements, the sub-adviser firms will designate a lead portfolio manager and research and support personnel to make all portfolio decisions concerning the portion of the Fund s portfolio allocated to them, all necessary brokerage arrangements and all arrangements with the Fund s custodian to settle portfolio trades. These firms are required to adhere to the investment objectives and investment strategies adopted by the Fund. They have each agreed to act honestly, in good faith and in the best interests of the Fund, and to use the degree of care, diligence and skill that a reasonably prudent person would exercise in the circumstances. Mackenzie Investments will pay the sub-advisers fees out of the management fees it receives from each of the Funds. Most of the portfolio management agreements listed below may be terminated by either party on 90 days prior written notice to the other party, subject to certain exceptions. Sub-adviser Date of Agreement Last Amendment (if any) Bluewater July 1, 1998 September 21, 2011 CGOV May 3, 2013 GLC June 29, 2012 June 28, 2013 JP Morgan October 26, 2000 January 29, 2008 Putnam May 3, 2013 Setanta June 29, 2012 May 3, 2013 Sionna May 17,

101 The Putnam Advisory Company LLC April 16, 2014 Waddell December 16, 2002 December 16, 2008 Principal Distributor Agreement Quadrus is the principal distributor for each of the Funds under the terms of the Principal Distributor Agreement dated July 26, 2006, as amended, between Quadrus and Mackenzie Investments. As principal distributor, Quadrus will arrange for the distribution of securities of the Funds through its registered representatives or Quadrus authorized representatives. Quadrus will also provide marketing support and assistance in connection with the distribution and sale of securities of the Funds. This agreement may be terminated by Mackenzie Investments or Quadrus on 180 days prior written notice to the other party or immediately by Mackenzie Investments or Quadrus in the event of (i) a breach of the agreement which has not been remedied within 30 days of receipt of written notice requiring the breach to be remedied; or (ii) Mackenzie Investments or Quadrus bankruptcy. Copies of these agreements are available for inspection by existing or prospective Fund investors at the principal office of Mackenzie Investments during regular business hours

102 CERTIFICATE ON BEHALF OF THE TRUST FUNDS AND MACKENZIE FINANCIAL CORPORATION IN ITS CAPACITY AS MANAGER AND PROMOTER OF THE TRUST FUNDS This annual information form, together with the simplified prospectus and the documents incorporated by reference into the simplified prospectus, constitute full, true and plain disclosure of all material facts relating to the securities offered by the simplified prospectus, as required by the securities legislation of all the provinces and territories of Canada and do not contain any misrepresentations. Dated the 27 th day of June, Conservative Folio Fund Moderate Folio Fund Balanced Folio Fund Advanced Folio Fund Aggressive Folio Fund Money Market Fund Short Term Bond Fund (Portico) Canadian Bond Fund (Portico) Fixed Income Fund (Portico) Corporate Bond Fund (Portico) Mackenzie Floating Rate Income Fund North American High Yield Bond Fund (Putnam) Real Return Bond Fund (Portico) Canadian Dividend Fund (London Capital) Mackenzie Canadian Large Cap Dividend Fund Canadian Growth Fund (GWLIM) Canadian Diversified Equity Fund (London Capital) Mackenzie Canadian Large Cap Growth Fund Mackenzie Canadian Concentrated Equity Fund U.S. Value Fund (London Capital) Mackenzie US Large Cap Growth Fund North American Mid Cap Fund (GWLIM) Global Real Estate Fund (London Capital) Mackenzie Canadian Resource Fund Monthly Income Fund (London Capital) Income Plus Fund (London Capital) Mackenzie Canadian Large Cap Balanced Fund Mackenzie Strategic Income Fund (collectively, the Trust Funds ) Jeffrey R. Carney Jeffrey R. Carney Chairman, President and Chief Executive Officer of Mackenzie Financial Corporation Luke Gould Luke Gould Senior Vice-President and Chief Financial Officer of Mackenzie Financial Corporation ON BEHALF OF THE BOARD OF DIRECTORS MACKENZIE FINANCIAL CORPORATION IN ITS CAPACITY AS MANAGER, PROMOTER AND TRUSTEE OF THE TRUST FUNDS Karen L. Gavan Karen L. Gavan Director of Mackenzie Financial Corporation Brian M. Flood Brian M. Flood Director of Mackenzie Financial Corporation

103 CERTIFICATE ON BEHALF OF THE CORPORATE CLASS FUNDS OF CAPITALCORP AND THE MANAGER AND PROMOTER OF THE CORPORATE CLASS FUNDS OF CAPITALCORP This annual information form, together with the simplified prospectus and the documents incorporated by reference into the simplified prospectus, constitute full, true and plain disclosure of all material facts relating to the securities offered by the simplified prospectus, as required by the securities legislation of all the provinces and territories of Canada and do not contain any misrepresentations. Dated the 27 th day of June, Mackenzie U.S. Mid Cap Growth Class Mackenzie Strategic Income Class Mackenzie Ivy European Class Mackenzie Global Growth Class Mackenzie Emerging Markets Class Mackenzie Precious Metals Class Jeffrey R. Carney Jeffrey R. Carney Chairman, President and Chief Executive Officer of Mackenzie Financial Capital Corporation Karen L. Gavan Karen L. Gavan Director of Mackenzie Financial Capital Corporation Terry Rountes Terry Rountes Chief Financial Officer of Mackenzie Financial Capital Corporation Brian M. Flood Brian M. Flood Director of Mackenzie Financial Capital Corporation ON BEHALF OF MACKENZIE FINANCIAL CORPORATION IN ITS CAPACITY AS MANAGER AND PROMOTER OF THE CORPORATE CLASS FUNDS OF CAPITALCORP Jeffrey R. Carney Jeffrey R. Carney Chairman, President and Chief Executive Officer of Mackenzie Financial Corporation Karen L. Gavan Karen L. Gavan Director of Mackenzie Financial Corporation Luke Gould Luke Gould Senior Vice-President and Chief Financial Officer of Mackenzie Financial Corporation Brian M. Flood Brian M. Flood Director of Mackenzie Financial Corporation

104 CERTIFICATE ON BEHALF OF THE CORPORATE CLASS FUNDS OF INVESTMENTCORP AND THE MANAGER AND PROMOTER OF THE CORPORATE CLASS FUNDS OF INVESTMENTCORP This annual information form, together with the simplified prospectus and the documents incorporated by reference into the simplified prospectus, constitute full, true and plain disclosure of all material facts relating to the securities offered by the simplified prospectus, as required by the securities legislation of all the provinces and territories of Canada and do not contain any misrepresentations. Dated the 27 th day of June, Cash Management Class Canadian Equity Class North American Specialty Class U.S. and International Equity Class U.S. and International Specialty Class Growth and Income Class (GWLIM) Canadian Dividend Class (London Capital) Canadian Value Class (Sionna) Focused Canadian Equity Class (CGOV) U.S. Dividend Class (GWLIM) U.S. Value Class (Putnam) Global Dividend Class (Setanta) Global Equity Class (Setanta) International Equity Class (Putnam) Jeffrey R. Carney Jeffrey R. Carney Chairman, President and Chief Executive Officer of Multi-Class Investment Corp. Karen L. Gavan Karen L. Gavan Director Multi-Class Investment Corp. Terry Rountes Terry Rountes Chief Financial Officer of Multi-Class Investment Corp. Brian M. Flood Brian M. Flood Director of Multi-Class Investment Corp. ON BEHALF OF MACKENZIE FINANCIAL CORPORATION IN ITS CAPACITY AS MANAGER AND PROMOTER OF THE CORPORATE CLASS FUNDS OF INVESTMENTCORP Jeffrey R. Carney Jeffrey R. Carney Chairman, President and Chief Executive Officer of Mackenzie Financial Corporation Luke Gould Luke Gould Senior Vice-President and Chief Financial Officer of Mackenzie Financial Corporation Karen L. Gavan Karen L. Gavan Director of Mackenzie Financial Corporation Brian M. Flood Brian M. Flood Director of Mackenzie Financial Corporation

105 Dated the 27 th day of June, 2014 CERTIFICATE OF THE PRINCIPAL DISTRIBUTOR To the best of our knowledge, information and belief, this annual information form, together with the simplified prospectus and the documents incorporated by reference into the simplified prospectus, constitute full, true and plain disclosure of all material facts relating to the securities offered by the simplified prospectus, as required by the securities legislation of all the provinces and territories of Canada, and do not contain any misrepresentations. Folio Funds Conservative Folio Fund Moderate Folio Fund Balanced Folio Fund Advanced Folio Fund Aggressive Folio Fund Fixed Income Funds Money Market Fund [3] Short Term Bond Fund (Portico) Canadian Bond Fund (Portico) Fixed Income Fund (Portico) Corporate Bond Fund (Portico) North American High Yield Bond Fund (Putnam) Mackenzie Floating Rate Income Fund Real Return Bond Fund (Portico Balanced Funds Monthly Income Fund (London Capital) Income Plus Fund (London Capital) Mackenzie Canadian Large Cap Balanced Fund Mackenzie Strategic Income Fund Mackenzie Strategic Income Class Canadian Equity Funds Canadian Dividend Fund (London Capital) Mackenzie Canadian Large Cap Dividend Fund [ Canadian Growth Fund (GWLIM) Canadian Diversified Equity Fund (London Capital) Mackenzie Canadian Large Cap Growth Fund Mackenzie Canadian Concentrated Equity Fund U.S. Equity Funds U.S. Value Fund (London Capital) Mackenzie US Large Cap Growth Fund Mackenzie US Mid Cap Growth Class Global and Regional Equity Funds North American Mid Cap Fund (GWLIM) Mackenzie Ivy European Class Mackenzie Global Growth Class Mackenzie Emerging Markets Class Sector Funds Global Real Estate Fund (London Capital) Mackenzie Canadian Resource Fund Mackenzie Precious Metals Class QUADRUS CORPORATE CLASS FUNDS Asset Class Funds Cash Management Class Canadian Equity Class North American Specialty Class U.S. and International Equity Class U.S. and International Specialty Class Balanced Funds Growth and Income Class (GWLIM) Canadian Equity Funds Canadian Dividend Class (London Capital) Canadian Value Class (Sionna) Focused Canadian Equity Class (CGOV) U.S. Equity Funds U.S. Dividend Class (GWLIM) U.S. Value Class (Putnam) Global and Regional Equity Funds Global Dividend Class (Setanta) Global Equity Class (Setanta) International Equity Class (Putnam) Quadrus Investment Services Ltd., as Principal Distributor Michael Stanley Michael Stanley President and Chief Executive Officer

106 <header with painting image> Folio Funds Fixed Income Funds Balanced Funds Canadian Equity Funds U.S. Equity Funds Global and Regional Equity Funds Sector Funds QUADRUS CORPORATE CLASS FUNDS Asset Class Funds Balanced Funds Canadian Equity Funds U.S. Equity Funds Global and Regional Equity Funds Additional information about the funds is available in the simplified prospectus, fund facts, management reports of fund performance and financial statements. These documents are included by reference in this annual information form, which means they legally form part of this document just as if they were printed in it. You can obtain a copy of these documents, at no cost, by calling Quadrus toll-free at or from your Quadrus investment representative or Quadrus authorized representative. These documents, along with other fund information, are also available on the Quadrus Group of Funds website at or the SEDAR (the System for Electronic Document Analysis and Retrieval) website at MANAGER OF THE FUNDS: Mackenzie Financial Corporation 180 Queen Street West Toronto, Ontario M5V 3K1 Quadrus Investment Services Ltd. 255 Dufferin Avenue London, Ontario N6A 4K Quadrus Investment Services Ltd. and design, and Quadrus Group of Funds are trademarks of Quadrus Investment Services Ltd.