Mackenzie Financial Corporation

Item 5   Fees and Compensation

 How We are Compensated for our Advisory Services

 Mackenzie’s fees for investment advisory services can include:

     (1) for US Accounts and certain non-US Accounts, management fees, expressed as a percentage of the
         Account’s assets under management;

     (2) for certain non-US Accounts, incentive allocations or performance fees, generally calculated as a
         percentage of the Account’s net capital appreciation during the applicable period in compliance with
         applicable laws and to the extent agreed with the client; or

     (3) for certain non-US Accounts, a combination of the foregoing.

 Canadian Mutual Funds, including exchange-traded funds, and the Private Fund charge asset based fees as
 described in the applicable offering materials and/or governing documents. Fees for Separately Managed Accounts
 are negotiated individually with each client and set forth in the advisory agreement or account documentation for
 each respective Client. Fees for Model Portfolios will be negotiated and invoiced in accordance with the applicable
 model agreement.

 In either case, our fees can take into account the type of Client or advisory arrangement and can change over time.
 As a result, similar Clients’ fees could differ as a result of the inception dates of their respective advisory
 relationships with Mackenzie.

 In some cases, we maintain a basic fee schedule based on the investment mandate, Client type or advisory
 arrangement. However, except with respect to certain Canadian Mutual Funds (and their Investors), we can
 negotiate fees for services with a Client (or, in some cases, Investor) on an individual basis, including alternative
 fee arrangements, rather than basing our fees on a general fee schedule. When we negotiate fees, we can take into
 consideration, among other things, the investment mandate, total market value, regulatory requirements, reporting
 requirements, customization of the investment or reporting process or other special considerations relevant to a
 particular Account. Similarly, in appropriate circumstances, we can waive or reduce all or a portion of the fees we
 charge to a particular Client or Investor in our sole and absolute discretion. For example, we can waive or reduce
 fees for Accounts held by or on behalf of Mackenzie and its employees, principals, shareholders or affiliates. Also,
 Mackenzie or an affiliate could, in its sole discretion, agree to bear certain operating expenses of the Private Fund
 that exceed a cap agreed with the Private Fund Investors generally or applicable to the Private Fund as a whole.
 Except as otherwise agreed or required by applicable law, when we negotiate fees, or offer fee waivers, expense
 caps or similar arrangements to a Client or Investor, we are not obligated to inform, or offer similar arrangements
 to, other Clients or Investors.

 Thus, some Clients or Investors might pay more or less than others for the same or similar services depending, for
 example, on account inception dates, fee negotiations or waivers, number of accounts or value of related accounts,
 the nature of the mandate, total assets under management by Mackenzie or the manner in which Mackenzie’s
 services are provided.

 Payment schedules and mechanisms for US Accounts are negotiated and these Clients are invoiced in accordance
 with such Account’s investment management agreement. In certain circumstances, with the Client’s consent,
 Mackenzie can subtract a Client’s fees from the assets held in their Account. Mackenzie groups multiple Accounts
 of certain Clients (or group of related Clients) together for fee invoicing purposes. Fees are ordinarily based on the
 level of total assets under management within the relevant Account(s), including allocations to cash, on the
 appropriate valuation day.

 Additional Fees and Expenses

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 Except as otherwise agreed or as otherwise stipulated in the prospectus of a Canadian Mutual Fund, each Account
 bears (and the fees described above do not include) the following costs and expenses:
      custodial charges,
      brokerage fees or commissions and related costs and expenses,
      duties and other governmental charges,
      transfer fees,
      registration fees and other expenses associated with the purchase, holding or sale of assets,
      costs and charges associated with making deposits in connection with foreign exchange transactions,
      taxes, including withholding taxes payable and required to be withheld by issuers, their agents and others,
      audit, administrative and other expenses associated with regulatory or tax compliance or investment
          operations,
      legal fees, and
      such other expenses as are set forth in the Account’s relevant governing documents.

 For the Canadian Sub-Advised Funds, other than exchange-traded funds, many of these fees are covered by a fixed
 administration fee that the Canadian Sub-Advised Fund pays to Mackenzie and that is separate from the
 management fee. Such fees will reduce the assets held in (and the gross returns experienced by) an Account.
 Mackenzie has a conflict of interest in determining whether an expense is an expense of an Account or is instead
 part of Mackenzie’s general overhead. In addition, Mackenzie could, from time to time, incur expenses for the
 benefit of one or more Accounts (and/or for its own benefit or for the benefit of an affiliate). In such cases, Accounts
 will typically bear an allocable portion of any such expenses in such manner as Mackenzie considers to be fair, and
 in accordance with Mackenzie's policies and procedures and any applicable Account governing documents.
 However, to the extent that any such Account’s governing documents prohibit the Account from bearing that
 expense, Mackenzie or an affiliate will bear that portion of an expense. In these cases, or where the expense benefits
...

Types of Clients

 We generally provide investment advice to:

          Private investment funds and fund structures;
          Canadian mutual funds including exchange-traded funds;
          Pension and profit sharing plans, including a U.S. plan;
          Charitable organizations;
          Insurance companies;
          Corporations or business entities other than those listed above;
          Religious organizations, unions, trusts, medical associations, and family investment vehicles; and
          a Closed-End Fund which is organized under Ontario law (which is not generally available to U.S.
           persons).

 We can also provide investment advice to sovereign wealth funds and government sponsored asset pools.

 Mackenzie can establish requirements for opening or maintaining an account, which would be listed in the offering
 document or account agreement.

 The Private Fund, to which we currently provide discretionary investment advisory services, has established a
 minimum investment level, which is described in the applicable offering materials and can be changed at the sole
 and absolute discretion of the general partner, Mackenzie EM Funds Management (Cayman) Ltd., an affiliate of
 Mackenzie or the directors of the feeder fund, as applicable. Currently, the minimum investment level for the
 Private Fund is USD $1 million. The general partner or the directors in the case of the feeder fund, can require the
 maintenance of a minimum capital account size in the event of a partial withdrawal from the Private Fund or require
 an Investor to redeem all or part of its interest in the Private Fund.

 We expect the Private Fund will be excluded from the definition of “investment company” under the 1940 Act
 because it offers its interests on a private placement basis to “U.S. Persons,” as defined by Regulation S under the
 Securities Act of 1933 (“1933 Act”) and limits the number and type of its U.S. Person investors. As a result, if
 offered to U.S. Persons, such investors will be expected to be limited to U.S. Persons who are “accredited
 investors”, as defined in Regulation D under the 1933 Act and “qualified purchasers” as defined by 1940 Act
 Section 2(a)(51). Investors in the Private Fund could also be subject to additional qualification requirements
 imposed by the Private Fund or applicable law, as set forth in Private Fund’s governing documents. Consistent
 with these requirements, the Investors in the Private Fund are generally expected to include: (i) a variety of
 institutional investors (e.g., trusts, employee benefit plans, endowments, foundations, corporations and other types
 of entities, including private funds of funds) that wish to invest in accordance with the Private Fund’s investment
 objective and (ii) Mackenzie and its affiliates, as well as personnel of Mackenzie and its affiliates (including but
 not limited to portfolio management personnel responsible for the management of Accounts) who are
 “knowledgeable employees” (as defined by 1940 Act Rule 3c-5) or otherwise meet the Private Fund’s eligibility
 requirements.

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

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