Exemption Orders (Discretionary)

MACKENZIE LIMITED PARTNERSHIP 1994


IN THE MATTER OF THE SECURITIES ACT
S.B.C. 1985, c. 83

AND

IN THE MATTER OF MACKENZIE LIMITED PARTNERSHIP 1994

AND

IN THE MATTER OF MACKENZIE MASTER LIMITED PARTNERSHIP


Exemption Order Under Sections 33 and 59


WHEREAS Mackenzie Financial Services Inc., the general partner of the Mackenzie Limited Partnership 1994 has applied to the Executive Director for an order under sections 33 and 59 of the Securities Act, S.B.C. 1985, c. 83, that intended trades of securities to be distributed in connection with the proposed exchange of all the units of the Partnership for units (the “Master Units”) of Mackenzie Master Limited Partnership are exempt from the requirements of sections 20(1)(a) and 42 of the Act;

AND WHEREAS Mackenzie Financial Services Inc. has represented to the Executive Director that:

1. the Partnership was established under the laws of the Province of Ontario and has been a reporting issuer under the Act for more than 12 months and is not in default of any requirement of the Act or the Securities Rules, B.C. Reg. 479 /95;

2. the Master Partnership is a reporting issuer under the Act and is not in default of any requirement of the Act or the Rules and units of the Master Partnership are listed and posted for trading on the Toronto Stock Exchange (the “Exchange”);

3. the business of the Partnership has been to fund the payment of selling commissions to registered dealers which sell securities of mutual funds sponsored by Mackenzie Financial Corporation (“Mackenzie”) on a redemption fee basis and in consideration for the payment of such selling commissions the Partnership receives income from the mutual fund securities for which it paid the selling commissions;

4. the units of the Partnership are traded on the Canadian Dealer Network, the market for the units is relatively illiquid with large spreads between the bid and ask prices, and the units are not currently eligible for investment by an RRSP;

5. in order to remedy these deficiencies, Mackenzie has established the Master Partnership under the laws of the Province of Ontario for which Mackenzie Financial Services Inc. will act as the general partner;

6. the Partnership will grant the Master Partnership a call right allowing it to acquire all of the units of the Partnership from the limited partners and the Master Partnership will exercise the call right resulting in each limited partner receiving Master Units in exchange for the units of the Partnership owned by them (the “Transaction”) after which the Partnership will be dissolved;

7. conditional approval for the listing of the additional Master Units on the Exchange has been obtained from the Exchange;

8. holders of the Master Units will have substantially the same legal status, rights and liabilities as limited partners of the Master Partnership as they had as limited partners of the Partnership;

9. limited partners of the Partnership approved the Transaction at a meeting held and in connection with this meeting an information circular containing prospectus-level disclosure respecting the Partnership and the Master Partnership, including a valuation report prepared by a qualified independent valuer, was provided to each limited partner;

10. the exchange ratio establishing the number of Master Units the Partnership will receive for its respective assets was determined by an independent valuer and Mackenzie and its affiliates did not vote any units which they own in the Partnership; and

11. to the best of the general partner's knowledge, no person or entity owns more than 10% of the voting securities of the Partnership;

AND WHEREAS the Executive Director considers that it would not be prejudicial to the public interest to do so;

IT IS ORDERED:

1. under sections 33 and 59 of the Act that intended trades by the Partnership to the Master Partnership of the call rights, and by the Master Partnership of Master Units to each of the limited partners in exchange for the units of the Partnership held by them are exempt from the requirements of sections 20(1)(a) and 42 of the Act; and

2. under section 59 of the Act that any trade in the Master Units acquired by a holder under this order is deemed to be a distribution unless:
      (a) the Master Partnership has been a reporting issuer under the Act for the 12 months immediately preceding the trade;

      (b) if the seller is an insider of the Master Partnership, other than a director or senior officer of the Master Partnership, the seller has filed all records required to be filed under sections 70 and 73.1 of the Act;

      (c) if the seller is a director or senior officer of the Master Partnership, the seller has filed all records required to be filed under sections 70 and 73.1 of the Act and the Master Partnership has filed all records required to be filed under Part 10 of the Act and of the Rules;

      (d) the trade is not a distribution from the holdings of a control person;

      (e) no unusual effort is made to prepare the market or to create a demand for the units; and

      (f) no extraordinary commission or other consideration is paid in respect of the trade.
DATED at Vancouver, British Columbia, on December 9, 1996.






Margaret Sheehy
Director
©2025 British Columbia Securities Commission