November 19, 2025

IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (the Jurisdiction)

AND

IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF MACKENZIE FINANCIAL CORPORATION AND I.G. INVESTMENT MANAGEMENT INC. (the Filers)

AND

THE INVESTMENT FUNDS (as defined below)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filers for a decision under the securities legislation of the Jurisdiction (the Legislation) granting an exemption to certain investment funds which are subject to National Instrument 81-102 Investment Funds (NI 81-102), including the iProfile Canadian Equity Private Pool (the Pool) and any other additional mutual funds and non-redeemable investment funds currently managed by the Filers that are subject to NI 81-102, (together with the Pool, the Existing Investment Funds) and any additional mutual funds and non-redeemable investment funds established in the future of which a Filer is the manager (together with the Existing Investment Funds, the Investment Funds, each, an Investment Fund), from the following provisions, to invest in the Power Sustainable Funds (defined below):

(a) Paragraph 111(2)(c)(ii) and subsection 111(4) of the Securities Act (Ontario) (the Act), which prohibit an Investment Fund from knowingly making or holding an investment in an issuer in which a substantial security holder of the Investment Fund, its management company, or its distribution company, has a significant interest (the Related Issuer Investment Restriction); and

(b) Subsection 117(1) of the Act, which require a management company to file a report within 30 days after the month end of (i) every transaction of purchase or sale of securities between an Investment Fund and any related person or company, and (ii) every transaction in which an Investment Fund is a joint participant with one or more related persons or companies (the Management Company Reporting Requirement)

(collectively, the Requested Relief).

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

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

(b) the Filers have provided notice that subsection 4.7(1)(c) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Nova Scotia, New Brunswick, and Newfoundland and Labrador (together with the Jurisdiction, the Jurisdictions).

Interpretation

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

Representations

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

Mackenzie

1. Mackenzie Financial Corporation (Mackenzie) is a corporation formed under the laws of Ontario. It is the trustee, manager, and portfolio adviser of certain Existing Investment Funds.

2. Mackenzie is registered as a portfolio manager, investment fund manager, exempt market dealer and commodity trading manager in Ontario. Mackenzie is registered as a portfolio manager, investment fund manager and exempt market dealer in Quebec and Newfoundland and Labrador. Mackenzie is also registered as a portfolio manager and exempt market dealer in Alberta, British Columbia, Manitoba, New Brunswick, Northwest Territories, Nova Scotia, Nunavut, Prince Edward Island, Saskatchewan, and Yukon.

3. Neither Mackenzie nor any of the Existing Investment Funds of which it is the investment fund manager are in default of any of the requirements of securities legislation of any of the Jurisdictions.

4. Mackenzie is an indirect, wholly owned subsidiary of IGM Financial Inc. (IGM). Power Corporation of Canada (Power) owns approximately 66% of the voting securities of IGM. Power, therefore, is a “substantial security holder” of Mackenzie as defined under the Act.

IGIM

5. I.G. Investment Management Inc. (IGIM) is a corporation continued under the laws of Ontario. It is the trustee, portfolio adviser, and manager of certain Existing Investment Funds, including the Pool.

6. IGIM is registered as a portfolio manager and investment fund manager in Manitoba, Ontario, Quebec, and Newfoundland and Labrador and as a portfolio manager in British Columbia, Alberta, Saskatchewan, New Brunswick, Nova Scotia, Prince Edward Island, the Northwest Territories, Nunavut, and Yukon.

7. Neither IGIM nor any of the Investment Funds are in default of any of the requirements of securities legislation in any of the Jurisdictions.

8. IGIM is an indirect, wholly owned subsidiary of IGM. Power, therefore, is a “substantial security holder” of IGIM under the Act.

9. Information barriers have been implemented between Mackenzie and IGIM and between them, Power and Power’s subsidiaries.

The Investment Funds

10. Each of the Investment Funds is, or will be, a mutual fund or non-redeemable investment fund subject to NI 81-102 and is a reporting issuer in each of the Jurisdictions. Any Investment Funds established in the future will be subject to NI 81-102 and will be a reporting issuer in at least one of the Jurisdictions.

11. Each of the Existing Investment Funds currently distributes its securities under a prospectus prepared in accordance with National Instrument 81-101 Mutual Fund Prospectus Disclosure (“NI 81-101”) or National Instrument 41-101 General Prospectus Requirements (“NI 41-101”). Any Investment Funds established in the future will distribute securities under a prospectus prepared in accordance with NI 81-101 or NI 41-101.

12. One of the Filers, or an affiliate, will be the manager of any Investment Funds established in the future and will, therefore, be the management company of the Investment Fund under the Act.

Power Sustainable

13. Power Sustainable Manager Inc. (together with its subsidiaries, Power Sustainable) is a subsidiary of Power. Power’s direct or indirect ownership interest of its subsidiaries is referred to as the Power Ownership Percentage of the applicable subsidiary in this Decision. As such, Power is deemed to own beneficially an amount equal to the Power Ownership Percentage of any voting securities owned by Power Sustainable pursuant to the Act.

14. Power Sustainable is a sustainability focused multi-platform alternative asset manager, whose platforms invest in private equity, energy infrastructure projects, and infrastructure credit assets. As of June 30, 2025, Power Sustainable had C$4 billion of assets under management, including unfunded commitments.

15. Power maintains formal information barriers among its subsidiaries and affiliates including IGM, and Power and, therefore, Power Sustainable operate independently of IGM.

PSEIF II

16. Power Sustainable Energy Infrastructure Fund II (PSEIF II) will be a closed-end fund consisting of one or more limited partnerships formed under the laws of Quebec (or other jurisdictions) managed by Power Sustainable. PSEIF II’s investment objective is to generate capital appreciation and yield primarily through core-plus/value added equity investments in infrastructure projects (development, construction and operating-stage) and businesses in the following sectors: renewables, energy storage, distributed energy solutions, transmission, renewable fuels, EV infrastructure, and other low carbon infrastructure assets and businesses.

17. PSEIF II is not an “investment fund” for purposes of the Act because, among other things, certain investments made by PSEIF II will represent control positions in underlying companies. Furthermore, PSEIF II will be actively involved in the management of the businesses or assets in which it invests.

18. PSEIF II is expected to have a term of 10 years from the date of final closing, plus a one-year extension at Power Sustainable’s discretion and an additional one-year extension with the approval of the advisory committee. PSEIF II’s initial closing (the Initial Closing Date) is expected to take place during calendar year 2026. PSEIF II is expected to accept subscriptions for new capital commitments within a period of 18 months following the Initial Closing Date, which may be extended up to 6 months at Power Sustainable’s discretion (the Final Closing Date).

19. PSEIF II is expected to be able to draw capital from its investors up to the amount of their capital commitment for up to 5 years following the Initial Closing Date, subject to a one-year extension at Power Sustainable’s discretion and an additional one-year extension with the approval of the advisory committee.

The Other Power Sustainable Funds

20. In addition to PSEIF II, Power Sustainable manages other private market funds across asset classes including: infrastructure equity (Power Sustainable Private Equity Infrastructure Funds), agri-food and decarbonatization private equity (Power Sustainable Private Equity Funds), and infrastructure private credit (Power Sustainable Private Credit Funds, and, together with the Power Sustainable Private Equity Infrastructure Funds and the Power Sustainable Private Equity Funds, the Power Sustainable Funds).

21. Similar to PSEIF II, the Power Sustainable Funds are not “investment funds” for purposes of the Act. Power Sustainable Private Equity Funds or Power Sustainable Private Equity Infrastructure Funds, like PSEIF II, are not investment funds due to the nature of investment strategy as active investors engaged with management of portfolio company investments and/or infrastructure assets, respectively. The Power Sustainable Private Credit Funds do not invest in a portfolio of securities. Rather, they originate and administer private loans. Once an investment is disposed of by the Power Sustainable Fund, the Power Sustainable Fund typically distributes the proceeds to its investors; however, subject to the Power Sustainable Fund’s recycling provisions, such proceeds may in certain instances be re-invested.

Reason for Requested Relief

22. The Pool seeks to invest in PSEIF II consistent with its investment objectives.

23. From time to time, the Investment Funds may, if consistent with their investment objectives and strategies, wish to invest in a Power Sustainable Fund.

24. Power, through one or more affiliates, has not yet made an investment in PSEIF II. However, Power and its affiliates may proceed with an investment in PSEIF II that may lead to the Power Ownership Percentage of PSEIF II exceeding 10% of PSEIF II’s aggregate committed capital. This would result in Power and its affiliates, where applicable, having a “significant interest” in PSEIF II under the Act. PSEIF II would also be considered a “related person or company” to the Investment Funds under the Act.

25. Power, through Power Sustainable or other affiliates, may also commit capital to investing in a Power Sustainable Fund. If such investment exceeds 10% of the committed capital of the applicable Power Sustainable Fund, Power would be considered to have a significant interest in the Power Sustainable Fund under the Act.

26. Since Power is a substantial security holder of each of the Filers, then absent the Requested Relief, the Related Issuer Investment Restriction would prohibit the Pool from investing in PSEIF II, or continuing to invest in PSEIF II, and the Investment Funds would be prohibited from investing in the Power Sustainable Funds.

27. Absent the Requested Relief, the Management Company Reporting Requirement would require the Filers to file a report of (i) every transaction of purchase or sale of securities between an Investment Fund and a Power Sustainable Fund, and (ii) every transaction in which an Investment Fund is a joint participant with one or more Power Sustainable Funds, within 30 days of the month end in which the transaction occurred.

Generally

28. An investment by an Investment Fund in a Power Sustainable Fund will be consistent with its investment objectives.

29. An investment by an Investment Fund will be in an amount that constitutes less than 10% of all capital commitments to the Power Sustainable Fund.

30. The aggregate investment by Investment Funds managed by Mackenzie, collectively, in a Power Sustainable Fund will be in an amount that constitutes less than 20% of all capital commitments to that Power Sustainable Fund. Similarly, the aggregate investment by Investment Funds managed by IGIM, collectively, in a Power Sustainable Fund will respectively be in an amount that constitutes less than 20% of all capital commitments to that Power Sustainable Fund.

31. Securities of the Power Sustainable Funds are considered “illiquid assets” under NI 81-102 and, therefore, an Investment Fund will not invest more than the limit on such investment as set forth in NI 81-102, or as may otherwise be permitted through exemptive relief.

32. The Pool’s independent review committee (IRC) established under National Instrument 81-107 Independent Review Committee for Investment Funds (NI 81-107) has not yet reviewed the proposed investment by the Pool in PSEIF II pursuant to subsection 5.3(1) of NI 81-107. If the Requested Relief is granted, approval from the IRC pursuant to clause 5.2(1)(b) of NI 81-107 will be sought, including by way of standing instructions, prior to making an investment in PSEIF II.

33. Any proposed investment by an Investment Fund in a Power Sustainable Fund will be reviewed by, and subject to the approval of, the Investment Fund’s IRC, including by way of standing instructions, prior to the Investment Fund committing to the investment.

34. The Filers believe that a meaningful allocation to private infrastructure assets provides the Pool’s investors with unique diversification opportunities and represents an appropriate investment tool for the Pool that has not been widely available in the past. Private infrastructure investments have historically performed well in down markets; the Filers believe that permitting the Pool to gain exposure to private infrastructure, a subset of alternative investments, offer the potential to improve the Pool’s performance while reducing its risk and volatility. Granting the Requested Relief would allow the Pool’s investors to benefit from access to a larger allocation to the private asset class, helping the Pool and its investors meet their investment objectives.

35. The Filers believe that an investment in PSEIF II is in the best interests of the Pool. They note that Power Sustainable has a strong team, history and depth of analysis. Power Sustainable is able to source deals and access differentiated opportunity sets in niche areas of the market that are not otherwise available to the Filers. Infrastructure is an attractive asset class, offering stable cash flows, inflation protection, and downside resilience, with investments supported by robust contractual frameworks and strong underlying fundamentals.

36. Pursuant to National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106), each Investment Fund prepares and files interim and annual management reports of fund performance (MRFPs) that disclose any transactions involving a related party, including the identity of that related party, the relationship to the Investment Fund, the purpose of the transaction, the measurement basis used to determine the recorded amount, and any ongoing commitments to the related party.

37. It is costly and time consuming for the Filers to also provide the reporting required by the Management Company Reporting Requirement, which is substantially similar to the information required by NI 81-106 to be disclosed in the MRFPs.

38. An investment in a Power Sustainable Fund represents the business judgment of the portfolio manager of the Investment Fund uninfluenced by considerations other than the best interests of the Investment Fund.

Decision

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

The decision of the principal regulator under the Legislation is that the Requested Relief is granted, provided that:

(a) The purchase or holding of a Power Sustainable Fund is consistent with, or necessary to meet, the investment objectives of an Investment Fund;

(b) The investments in the Power Sustainable Funds are made on market terms and conditions that are the same as those offered to other third-party investors, ensuring no preferential treatment or undue influence from the substantial security holder;

(c) The aggregate investment by Investment Funds managed by Mackenzie, collectively, in a Power Sustainable Fund will be in an amount that constitutes less than 20% of all capital commitments to that Power Sustainable Fund. Similarly, the aggregate investment by Investment Funds managed by IGIM, collectively, in a Power Sustainable Fund, will respectively be in an amount that constitutes less than 20% of all capital commitments to that Power Sustainable Fund;

(d) Securities of the Power Sustainable Funds are considered “illiquid assets” under NI 81-102 and, therefore, an Investment Fund will not invest more than the limit on such investment as set forth in NI 81-102, or as may otherwise be permitted through exemptive relief;

(e) At the time of entering into any commitment of capital to a Power Sustainable Fund, the IRC of the Investment Fund has approved the transaction in accordance with subsection 5.2(2) of NI 81-107;

(f) Each Filer, as the investment fund manager of an Investment Fund, complies with section 5.1 of NI 81-107 and the Filer and the IRC comply with section 5.4 of NI 81-107 for any standing instructions the IRC provides in connection with the Investment Fund’s transactions in securities of a Power Sustainable Fund; and

(g) No later than the time the Investment Fund files its annual financial statements, and no later than the 90th day after the end of each financial year of the Investment Fund, the Filers file with the securities regulatory authority or regulator the particulars of any investments made in reliance on the Requested Relief.

“Darren McKall”

Darren McKall, Associate Vice President

Investment Management Division

Ontario Securities Commission

Application # 2025/0614