Mackenzie Financial Corporation et al.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Relief granted from multi-layering prohibition in paragraph 2.5(2)(b) of NI 81-102 to permit Symmetry Top Funds to invest in Symmetry Equity Pool, which is more than 10% invested in Symmetry Equity Class -- Three-tier fund structure no more complex than current multi-layering exception in NI 81-102 -- Transparent investment portfolio and accountability for portfolio management -- National Instrument 81-102 Mutual Funds.

Applicable Legislative Provisions

National Instrument 81-102 Mutual Funds, ss. 2.5(2)(b), 19.1.

November 11, 2008

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

(the "Filer")

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 principal regulator in the Jurisdiction has received an application from the Filer on behalf of the Symmetry Top Funds for a decision under the securities legislation of the Jurisdiction of the principal regulator (the "Legislation") exempting the Symmetry Top Funds from the restriction contained in clause 2.5(2)(b) of National Instrument 81-102 Mutual Funds ("NI 81-102") that a fund not invest in another fund if the other fund holds more than 10% of the market value of its net assets in securities of other mutual funds (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, and

b. the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System ("MI 11-102") is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Newfoundland and Labrador, Prince Edward Island, Northwest Territories, Nunavut and Yukon.

Interpretation

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

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.

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 Symmetry Top Funds' investments in securities of Symmetry Equity Pool will therefore result in a three-tier fund structure, contrary to the multi-layering restriction in paragraph 2.5(2)(b) of NI 81-102.

6. 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.

7. 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.

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

9. 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.

10. An investment by the Symmetry Top Funds in securities of Symmetry Equity Pool will in each case be made in accordance with the provisions of section 2.5 of NI 81-102, except for the requirement in paragraph 2.5(2)(b). There will accordingly be no duplication of fees between each tier of the three-tier fund structure.

11. An investment by the Symmetry Top Funds in securities of Symmetry Equity Pool will represent the business judgment of responsible persons uninfluenced by considerations other than the best interests of the Symmetry Top Funds.

12. The three-tier fund structure that will result from a Symmetry Top Fund's investment in securities of Symmetry Equity Pool will be akin to, and no more complex than, the three-tier fund structure currently permitted under paragraph 2.5(4)(a) of NI 81-102.

13. The prospectus of each Symmetry Top Fund will disclose that its equity exposure will be obtained through an investment in Symmetry Equity Pool, which invests directly in securities of Symmetry Equity Class. It will therefore be clear to investors that accountability for portfolio management is at the level of Symmetry Equity Class. In addition, the Filer will comply with the requirement under National Instrument 81-106 Investment Fund Continuous Disclosure relating to top 25 disclosure in the Management Report of Fund Performance as if each Symmetry Top Fund were invested directly in Symmetry Equity Class. This will provide transparency to investors relating to the investment portfolio.

Decision

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

The decision of the principal regulator under the Legislation is that the Exemption Sought is granted to allow the Symmetry Top Funds to invest in securities of Symmetry Equity Pool, provided that such investments are made in compliance with each provision of section 2.5 of NI 81-102, except for paragraph 2.5(2)(b).