Mackenzie Investments Corporation

Item 5       Fees and Compensation

 How Mackenzie and its Affiliates are Compensated for Advisory Services

 Mackenzie or an affiliate can be paid the following fees for investment advisory services:

 (1)     management fees, expressed as a percentage of the Account’s assets under management;
 (2)     incentive allocations or performance fees, generally calculated as a percentage of the Account’s net capital
         appreciation during the applicable period in compliance with applicable laws and to the extent agreed with the
         client; or
 (3)     a combination of the foregoing.

 Advisory and other fees paid by Investors are described generally below and in more detail in the applicable Registration
 Statement, private placement memorandum, prospectus, subscription agreement, or other applicable disclosure, agreement
 and/or offering documents.

 Mackenzie Fee Schedule

 The chart below provides a general description of the fees charged to Clients. For most Clients, advisory fees paid to
 Mackenzie are calculated as a percentage of the Client’s assets. However, in our sole discretion, we or an affiliate can
 negotiate alternative fee arrangements rather than basing our fees on a general fee schedule. When we negotiate fees,
 we can take into consideration, among other things, the investment mandate, total market value, regulatory
 requirements, reporting requirements, customization of the investment or reporting process or other special
 considerations relevant to the particular Client.

 In appropriate circumstances, all or a portion of the fees charged to a particular Client or Investor can be waived or
 reduced in our sole and absolute discretion, or, as applicable, in our affiliate’s discretion. For example, we have waived
 fees in respect of certain Cayman Private Fund interests held by Mackenzie employees and affiliates. Additionally, fees
 charged by Mackenzie can change over time and there can be differences in fees paid by certain Clients or Investors
 based on the inception dates of their advisory relationship with Mackenzie or its affiliates.

 Also, Mackenzie or an affiliate could in its sole discretion agree to bear certain operating expenses of an Investment
 Fund that exceed a cap determined by Mackenzie.

 Except as otherwise agreed or required by applicable law, when we negotiate fees, or offer fee waivers, expense caps
 or similar arrangements to a Client or Investor, we are not obligated to inform, or offer similar arrangements to, other
 Clients or Investors.

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

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

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

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

 Collective Investment The disclosure memorandum for the Collective Investment Trusts includes information
 Trusts                about the fees and expenses paid by the Collective Investment Trusts.

 UCITS Sub-Advised     Each UCITS Sub-Advised Fund’s prospectus includes information about the fees and
 Funds                 expenses paid by the UCITS Sub-Advised Fund.

                       Fees for Separately Managed Account clients will be determined through negotiation
 Separately Managed
                       with each client.
 Accounts

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 How Fees are Charged and Collected

 Fees are generally charged and determined as follows:

              Management fees (if any) in respect of investments in certain Private Funds are paid directly by Private
               Fund investors. Such fees are calculated on a monthly or quarterly basis and billed monthly or quarterly
               in arrears.
              Fees for U.S. Sub-Advised Funds are accrued daily and paid monthly, in arrears.
              Fees for Canadian Sub-Advised Funds that are managed by an affiliate of Mackenzie are accrued and paid
               daily except in the case of exchange-traded funds where fees are calculated and accrued daily and paid
...

Types of Clients

 Mackenzie currently provides investment advice to U.S. Sub-Advised Funds, Private Funds, Collective Investment
 Trusts, UCITS Sub-Advised Funds, Canadian Sub-Advised Funds and Separately Managed Accounts. In the future,
 Mackenzie could provide advice to other types of clients.

 Minimum Initial Investments

 Cayman Private Funds establish minimum investment levels, which are described in each Cayman Private Fund’s
 private placement memorandum and can be changed at the sole and absolute discretion of the general partner or
 board of directors. Currently, the minimum investment levels for Cayman Private Funds are $1 million. In addition,
 the relevant general partner or the directors of a Cayman Private Fund, as applicable, can require the maintenance
 of a minimum capital account size in the event of a partial withdrawal from a Cayman Private Fund or require an
 Investor to redeem all or part of its interest in a Cayman Private Fund.

 U.S. Sub-Advised Funds have a $100,000 minimum initial investment amount for Class A shares as well as
 minimum subsequent investment amounts. A U.S. Sub-Advised Fund can also impose other eligibility requirements.
 Notably, these minimum investment amounts and other requirements can change and are described in the U.S. Sub-
 Advised Fund’s Registration Statement.

 Canadian Sub-Advised Funds other than exchange-traded funds have eligibility requirements including minimum
 investment requirements, which are different for each series of the funds offered. Details of the requirements are
 described in the prospectus or other offering document of the fund.

 Collective Investment Trusts have no stated minimum initial investment.

 UCITS Sub-Advised Funds have eligibility requirements including minimum investment requirements, which are
 different for each class of the funds offered. Details of the requirements are described in the prospectus of the fund.

 Separately Managed Accounts typically require a minimum initial market value of $25,000,000 depending upon
 the investment mandate.

 Mackenzie or its affiliates reserve the right to waive or reduce the investment minimums with respect to a specific
 Investor in a Cayman Private Fund in its sole discretion.

 Other Eligibility Requirements

 Investors in certain Investment Funds, including the Private Funds, can be subject to certain minimum income, net
 worth or other standards or additional qualification requirements imposed by the Investment Fund or applicable law,
 as set forth in the relevant governing documents. Consistent with these requirements, Private Fund Investors
 typically consist of:

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

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

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

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