Headnote

National Policy 11-203 – Process for Exemptive Relief Applications in Multiple Jurisdictions – Top funds proposing to make investments in securities of underlying fund under common management – Investments not complying with requirements of section 2.5(2)(b) of NI 81-102 – Top Funds unable to rely on statutory exemption in section 2.5(7) of NI 81-102 providing relief from mutual fund conflict of interest investment restrictions, mutual fund conflict of interest reporting requirements and self-dealing prohibition – Top Funds may, either alone or together with other related mutual funds, become substantial security holders of underlying fund – “Responsible person” of the portfolio manager of the Top Funds would also be officers and directors of the underlying fund – Top Funds exempted from mutual fund conflict of interest investment restrictions and manager/portfolio manager of top funds exempted from mutual fund conflict of interest reporting requirements and self-dealing prohibition, subject to compliance with certain conditions – Securities Act (Ontario).

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. s.5, as amended, sections 111(2)(b), 111(3), 113, 117(1)(a), 117(1)(d), 117(2), 118(2)(a) and 121(2)(a)(ii).

Rules Cited

National Instrument 81-102 Mutual Funds, sections 2.5(2)(b) and 2.5(7).

November 7, 2008

In the Matter of the Securities Legislation of Ontario and Newfoundland and Labrador (the “Jurisdictions”)

and

In the Matter of The Process for Exemptive Relief Applications in Multiple Jurisdictions

and

In the Matter of Mackenzie Financial Corporation (the “Filer” or “Mackenzie”)

and

In the Matter of Symmetry One Conservative Portfolio, Symmetry One Balanced Portfolio, Symmetry One Moderate Growth Portfolio, Symmetry One Growth Portfolio (the “New Symmetry Top Funds”) and other Symmetry mutual fund share classes of Mackenzie Financial Capital Corporation to be established by the Filer (together with the New Symmetry Top Funds, the “Symmetry Top Funds”)

DECISION

Background

The securities regulatory authority or regulator in Ontario (the “Passport Review Decision Maker”) and in each of Ontario and Newfoundland and Labrador (together, the “Coordinated Review Decision Makers”) has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the “Legislation”) exempting:

1. the Symmetry Top Funds from the investment restrictions in the Legislation which prohibit a mutual fund from knowingly making and holding an investment in any person or company in which the mutual fund, alone or together with one or more related mutual funds, is a substantial security holder (referred to in this decision as the “Mutual Fund Conflict of Interest Investment Restrictions”),

2. the Filer from the management company reporting requirements in the Legislation which require that a management company file a report of every transaction of purchase or sale of securities between a mutual fund it manages and any related person or company, and any transaction in which, by arrangement other than an arrangement relating to insider trading in portfolio securities, the mutual fund is a joint participant with one or more of its related persons or companies (referred to in this decision as the “Mutual Fund Conflict of Interest Reporting Requirements”), and

3. the Filer, when acting as portfolio manager, from the prohibition in the Legislation against the portfolio manager knowingly causing any investment portfolio managed by it to invest in any issuer in which a responsible person or an associate of a responsible person is an officer or director unless the specific fact is disclosed to the client and the written consent of the client to the investment is obtained before the purchase (referred to in this decision as the “Self-Dealing Prohibition” and, together with the Mutual Fund Conflict of Interest Reporting Requirements and Mutual Fund Conflict of Interest Investment Restrictions, the “Statutory Requirements”),

in connection with investments by the Symmetry Top Funds in securities of Symmetry Equity Pool (the “Exemption Sought”).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions:

(a) the Ontario Securities Commission is the principal regulator for this application,

(b) the Filer has provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (“MI 11-102”) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Quebec, New Brunswick and Nova Scotia,

(c) the decision is the decision of the principal regulator, and

(d) the decision evidences the decision of each of the Coordinated Review Decision Makers.

Interpretation

Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless they are otherwise defined.

Representations

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

1. The Filer is a corporation amalgamated under the laws of Ontario. Its head office is in Toronto. The Filer and any other relevant party are not in default of securities legislation in any jurisdiction.

2. The Filer is or will be the manager and portfolio manager of a group of Symmetry branded mutual funds including the Symmetry Top Funds.

3. Each Symmetry Top Fund will be a class of shares of Mackenzie Financial Capital Corporation (“MFCC”). Each Symmetry Top Fund will be a fund-of-funds that gains exposure to equity and fixed income investments by investing in certain underlying Symmetry mutual fund classes of shares of Multi-Class Investment Corp. (“MCIC”). To gain equity exposure, each Symmetry Top Fund will invest a prescribed percentage of its assets in Symmetry Equity Pool. To gain fixed income exposure, each Symmetry Top Fund will invest a prescribed percentage of its assets in Symmetry Fixed Income Pool, a mutual fund class of shares of MCIC that links its returns through derivative instruments to Symmetry Registered Fixed Income Pool, a mutual fund trust.

4. Symmetry Equity Pool will be a fund-of-funds that seeks to achieve its investment objective by investing primarily in Symmetry Equity Class, a mutual fund class of shares of MFCC that invests primarily in a diversified portfolio of equity securities from around the world. The Filer anticipates that the performance of Symmetry Equity Pool and Symmetry Equity Class will be substantially similar.

5. The Filer wishes to keep the Symmetry Top Funds and Symmetry Equity Class in the same corporation (MFCC) to enable investors to switch between shares of the Symmetry Top Funds and Symmetry Equity Class on a tax-deferred basis. The Filer wishes to implement the three-tiered fund structure, with Symmetry Equity Pool (a class of shares of a different corporation, MCIC) inserted in between the Symmetry Top Funds and Symmetry Equity Class because the Symmetry Top Funds investing directly in Symmetry Equity Class would involve a corporation owning shares of itself, which is generally not permitted under applicable corporate law.

6. The Filer has filed a preliminary simplified prospectus and annual information form dated September 9, 2008 in all provinces and territories of Canada for the New Symmetry Top Funds and Symmetry Equity Pool.

7. Symmetry Equity Class is currently qualified for distribution in all provinces and territories of Canada pursuant to a simplified prospectus dated December 7, 2007.

8. Each Symmetry Top Fund, Symmetry Equity Pool and Symmetry Equity Class is, or will be, an open-end mutual fund established under the laws of Ontario and is, or will be, a reporting issuer under the securities laws of each of the provinces and territories of Canada.

9. The Symmetry Top Funds have been granted relief by a decision of the Director dated August 15, 2008 from the requirements of paragraph 2.5(2)(b) of National Instrument 81-102 Mutual Funds (“NI 81-102”) to permit the Symmetry Top Funds to invest in Symmetry Fixed Income Pool despite Symmetry Fixed Income Pool investing more than 10% of its net assets indirectly in another mutual fund.

10. Each Symmetry Top Fund has also obtained an exemption from the Statutory Requirements applicable to its investment in Symmetry Fixed Income Pool.

11. The Symmetry Top Funds have applied for relief (the “NI 81-102 Relief”) from the requirements of paragraph 2.5(2)(b) of NI 81-102 to permit the Symmetry Top Funds to invest in Symmetry Equity Pool despite Symmetry Equity Pool investing more than 10% of its net assets directly in another mutual fund.

12. If the NI 81-102 Relief is granted, the Filer and each Symmetry Top Fund will not be entitled to rely on the statutory exemption from the Statutory Requirements in subsection 2.5(7) of NI 81-102 because reliance on that exemption is contingent on satisfaction of each of the conditions of section 2.5 of NI 81-102. Investments in Symmetry Equity Pool made by the Symmetry Top Funds in reliance on the NI 81-102 Relief will not satisfy each of the conditions of section 2.5 of NI 81-102.

13. In the absence of the Exemption Sought from the Mutual Fund Conflict of Interest Investment Restrictions, each Symmetry Top Fund would be prohibited from knowingly making or holding an investment in Symmetry Equity Pool if the Symmetry Top Fund, alone or together with one or more related mutual funds, would be a substantial security holder of Symmetry Equity Pool.

14. In the absence of the Exemption Sought from the Mutual Fund Conflict of Interest Reporting Requirements, the Filer would be required to file a report of every transaction by a Symmetry Top Fund involving securities of Symmetry Equity Pool, as well as a report of every transaction in which, by arrangement, a Symmetry Top Fund and Symmetry Equity Pool would be acting as joint participants.

15. As Mackenzie will act as portfolio manager of the Symmetry Top Funds, Mackenzie and each of its directors and officers who participates in the formulation of, or who has access prior to implementation to, investment decisions made on behalf of those funds would be a “responsible person” under the Legislation.

16. Certain officers and directors of Mackenzie who are “responsible persons” under the Legislation are also officers and directors of MCIC, of which Symmetry Equity Pool is a class of shares.

17. In the absence of the Exemption Sought from the Self-Dealing Prohibition, the Filer would be prohibited from causing a Symmetry Top Fund from investing in securities of Symmetry Equity Pool unless this fact was disclosed to investors in the Symmetry Top Fund and the written consent of those investors to the investment was obtained before the purchase.

18. The Symmetry Top Funds’ investments in securities of Symmetry Equity Pool will continue to be made in accordance with the requirements of section 2.5 of NI 81-102, except to the extent that the Symmetry Top Funds are permitted to deviate therefrom by the NI 81-102 Relief. Compliance with these requirements mitigates the conflicts of interest inherent in the Symmetry Top Funds’ investments by ensuring that:

(a) no management fees or incentive fees are payable by a Symmetry Top Fund that, to a reasonable person, would duplicate a fee payable by the Symmetry Equity Pool for the same service;

(b) no sales fees or redemption fees are payable by a Symmetry Top Fund in relation to its purchases or redemptions of the securities of the Symmetry Equity Pool; and

(c) a Symmetry Top Fund does not vote the securities it holds of Symmetry Equity Pool, but may instead, if the Filer so chooses, arrange for all of the securities it holds of Symmetry Equity Pool to be voted by the beneficial holders of the Symmetry Top Funds.

19. The investments by the Symmetry Top Funds in securities of Symmetry Equity Pool represent the business judgment of responsible persons uninfluenced by considerations other than the best interests of the Symmetry Top Funds.

Decision

Each of the Passport Review Decision Maker and the Coordinated Review Decision Makers is satisfied that the decision meets the test set out in the Legislation for the relevant regulator or securities regulatory authority to make the decision.

The decision of the Passport Review Decision Maker and the Coordinated Review Decision Makers under the Legislation is that the Exemption Sought from the Statutory Requirements is granted to permit the Symmetry Top Funds to make and hold investments in securities of Symmetry Equity Pool provided that such investments are made in compliance with the requirements of section 2.5 of NI 81-102, except to the extent that the Symmetry Top Funds are permitted to deviate therefrom by the NI 81-102 Relief.

“Margot C. Howard”

“Suresh Thakrar”

Commissioner Ontario Securities Commission

Commissioner Ontario Securities Commission