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MACKENZIE Mackenzie Northleaf Private Credit Fund (the Fund) (Mackenzie Investments)

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MACKENZIE
Mackenzie Northleaf Private Credit Fund (the “Fund”)
Subscription Instruction for purchase of Units of the Fund
(Wire order/Fundserv version)
Step 1: Review the terms and conditions of this Subscription Agreement and the Offering Memorandum
carefully
Step 2: Place a wire order on or before the cut-off date, 3 business days prior to the last business day of
each month. (Fund Codes: Series A – MFC8213; Series F – MFC8214)
Step 3: Complete all applicable portions of the Subscription Agreement as follows:
All subscribers must complete the below sections of the Subscription Agreement:
Sections
Checklist
Information regarding Subscriber (Pages 3 – 5)
☐
Schedule “A” – Consent to Electronic Delivery of Documents (Page 10)
☐
Schedule “B” – Certificate of Subscriber’s Agent (Page 11)
☐
Schedule “D” – Standing Instructions Regarding Annual and Interim
Financial Statements (Page 18)
☐
All subscribers that are “accredited investors” must complete the below sections of the Subscription
Agreement:
Section
Checklist
Schedule “C” – Certificate of Accredited Investor (Pages 12 – 15)
☐
All individual subscribers that are “accredited investors” must complete the below section of the
Subscription Agreement:
Section
Checklist
Schedule “C-1” – Form for Certain Individual Accredited Investors
(if applicable) (Pages 16 & 17)
☐
A dealer or adviser acting on behalf of a fully managed account must complete:
Section Checklist
Appendix 1 – Managed Account Client(s) (Page 22)
☐
Since the Subscriber is purchasing the Units through another registered dealer (the “Subscriber’s Agent ”),
it is the Subscriber’s Agent’s responsibility to fulfill all relevant “know-your-client” obligations and to
assess whether the Units are a suitable investment for the Subscriber. The Subscriber’s Agent is also
responsible for all identification and investor information collection obligations under anti-money
laundering and anti-terrorist financing legislation. Unless the Subscriber’s Agent also agrees to comply
with the due diligence and reporting obligations for the purposes of Part XVIII [FATCA] and Part XIX
[CRS] of the Income Tax Act (Canada) by checking the “Yes” box in Schedule “B”, the Subscriber must
complete the Declaration of Tax Residence Form 518 or 519, as applicable, delivered with this subscription
form. If the Subscriber is not investing in the Fund through and on the advice of a registered dealer,
please contact the Manager to receive the proper subscription form.
JOINT ACCOUNT HOLDERS: Each account holder must complete pages 3, 4 and 5 and, if applicable,
Schedule “C” and Schedule “C-1”, as well as the appropriate Declaration of Tax Residence Form (unless
the Subscriber’s Agent checked the “Yes” box in Schedule “B”).
Mackenzie Northleaf Private Credit Fund Wire Order/Fundserv Version
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Step 4: Retain a copy of the Subscription Agreement for your records
Step 5: A completed Subscription Agreement must be received by the Manager on or before the cut-off date,
3 business days prior to the last business day of each month. Please email, fax, or mail a signed copy to:
• Email: processing@mackenzieinvestments.com
(This e-mail box is only available for dealers who have signed our processing and TLS agreement.)
• Fax Toll-Free: 866-766-6623; Local: (416) 922-5660
• Mail: Mackenzie Financial Corporation 180 Queen Street West, Toronto, Ontario, M5V 3K1
Mackenzie Northleaf Private Credit Fund Wire order/Fundserv Version
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SUBSCRIPTION AGREEMENT
TO: Mackenzie Northleaf Private Credit Fund (the “Fund”)
AND TO: Mackenzie Financial Corporation (the “Manager”)
180 Queen Street West
Toronto, Ontario
M5V 3K1
The undersigned (the “Subscriber”) hereby irrevocably subscribes for units of the Fund (the “Units”) as set
forth below at a price per Unit as described in the offering memorandum of the Fund as it may be amended from
time to time, relating to the offering of the Units (the “Offering Memorandum”). By submitting this
subscription, the Subscriber (i) acknowledges having received and read the Offering Memorandum, (ii)
acknowledges that the Fund and the Manager are relying on the representations and warranties set out
below, and (iii) hereby consents to the Fund investing in Northleaf Senior Private Credit-L LP and
exchange-traded funds managed by the Manager, which are related and/or connected issuers of the
Manager.
The Subscriber hereby represents and certifies that the Subscriber is acting for his, her or its own account
and is purchasing Units as principal (or is deemed by National Instrument 45-106 Prospectus Exemptions to be
acting as principal) for investment purposes only and not with a view to resale and is one of the following [please
check the appropriate box]:
Accredited Investor
a resident of a province or territory of Canada that meets the definition of “accredited investor” and has
completed the Certificate of Accredited Investor attached as Schedule “C” or Form For Certain
Individual Accredited Investors attached as Schedule “C-1” [please complete Schedule “C” and, if
applicable, Schedule “C-1”]; or
$150,000 minimum investment (non-Accredited Investor)
a person (other than an individual) that is a resident of a province or territory of Canada (other than
Alberta) and is purchasing Units with an aggregate acquisition cost to the Subscriber of not less than
$150,000 and has not been formed, created, established or incorporated for the purpose of permitting
the purchase of the Units without a prospectus; or
Subsequent top-up investment by non-Accredited Investor ($5,000 or more)
a person other than an accredited investor that is a resident of a province or territory of Canada that is
purchasing Units with an aggregate acquisition cost of less than $150,000, but already purchased Units
of the same class or series as principal for an aggregate acquisition cost of not less than $150,000 paid
in cash at the time of purchase, and at the date of this subscription owns Units with a net asset value or
aggregate acquisition cost of not less than $150,000; or
Other
has the benefit of the following exemption (specify nature and source of exemption):
Is the Subscriber a registrant under Canadian securities legislation?
Yes No
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___________________________________________________
___________________________________________________
X
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This agreement is not transferable or assignable by the Subscriber except with the consent of the Manager or by operation of
law. This agreement may be signed in counterparts. Dated this _______ day of ___________________, _________.
(day) (month) (year)
Initial Subscription
Amount Subscribed for:
Subscriber’s Signature
Series A (MFC8213): $ ________________
Additional Subscription
Series F (MFC8214): $ ________________
Please refer to minimum initial and
additional subscription amounts in the
Offering Memorandum.
For managed accounts, please complete
subscription amounts in Appendix 1.
Name and Address of Subscriber:
___________________________________________________ Telephone Number:_____________________________
Print Name – (Full Legal Name) (Affix seal if a corporation)
Fax Number:___________________________________
Address (No P.O. Box Number) Email Address:_________________________________
City, Province, Postal Code
Is this a managed account? Yes No
If you are a dealer or adviser acting on behalf of a fully managed account, you must complete Appendix 1 (page 22) and
may leave the rest of this page and the next page blank. Dealers without discretionary authority acquiring Units on behalf of
multiple clients must complete a separate Subscription Agreement for each such client, including this page, and the client
as Subscriber must sign this Subscription Agreement unless the dealer or another person has signing authority as agent or
attorney (proof of such authority must be provided with this Subscription Agreement).
If Subscriber is not an Individual:
Business Identification Number: _____________________
Type of Entity: __________________
____________________
Trust Identification Number: ________________________
____________________________________________________
Date of Inco
rporation or Formation:___________________
Name of Signa
tory
____________________________________________________
Position of Signatory
Dealer Account No. ________________________________
Mackenzie Account No. (
optional)_____________________
Wire Order No. ____________________________________
Mackenzie Northleaf Private Credit Fund Wire order/Fundserv Version
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__________________________________________
__________________________________________
_________________________________________________
__________________________________________
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If Subscriber is an Individual:
To be witnessed by a person who is neither
a minor or the spouse or child of the Subscriber:
Date of Birth:______________________________________
Witness
Citizenship: _______________________________________
Signature
S.I.N.: ___________________________________________
Employer’s Name and Address: _______________________
Witness Name
Witness Address
Dealer Account No. _________________________________
Mackenzie Account No. (optional)______________________
Yes No
The Fund is not available for registered plans.
Wire Order No. ____________________________________
Non-registered Account
Joint Accounts: Name of Co-Subscriber: __________________________________________________________________
You hereby confirm that the Units are to be held by each of you as joint tenants and not as tenants in common and we are hereby
authorized to take orders from either of you alone. Unless you both instruct us differently, (i) allocations for tax purposes will be made
to each of you in equal amounts, and (ii) distributions of profit and capital (including the payment of redemption proceeds) will be made
and paid to the order of all joint account holders (if paid by cheque) or to the account from which wire payment for the subscription for
Units was received.
Mackenzie Northleaf Private Credit Fund Wire order/Fundserv Version
Subscription Agreement 2021.01.12
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General
Unless otherwise defined or the context otherwise requires, all capitalized terms used in this subscription
agreement and the Schedules hereto (the “Subscription Agreement”) have the meanings given in the Offering
Memorandum and in the amended and restated declaration of trust governing the affairs of the Fund dated as of
January 22
nd
, 2021, as it may be further amended from time to time (the “Declaration of Trust”).
The Subscriber represents that he, she or it has tendered through his, her or its dealer the amount set forth on
page 4 above below representing the purchase price of the Units subscribed for. No Units shall be issued to the
Subscriber until the Fund has received the subscription proceeds and this Subscription Agreement duly
completed.
The Subscriber acknowledges that participation in the Fund is subject to the acceptance of this subscription by
the Manager and to certain other conditions set forth in the Offering Memorandum and Declaration of Trust.
The Subscriber agrees that this subscription is given for valuable consideration and shall not be withdrawn or
revoked by the Subscriber. The acceptance of this subscription shall be effective upon the written acceptance
by the Manager and the deposit of the Subscriber’s payment into any of the Fund’s accounts. The Subscriber
shall be bound by the terms of the Declaration of Trust upon acceptance of this Subscription Agreement.
This Subscription Agreement and the subscription proceeds shall be returned without interest or deduction to the
Subscriber at the address indicated below if this subscription is not accepted. If this subscription is accepted
only in part, that portion of the subscription price for the Units which is not accepted will be promptly returned
to the Subscriber without interest or penalty. Subscription funds received prior to a Subscription Date will be
kept in a segregated account (without interest or deduction) in trust for the Subscriber pending acceptance of this
Subscription Agreement.
PLEASE KEEP A COPY OF THIS SUBSCRIPTION FOR YOUR RECORDS. Once you have received
confirmation of the issuance of Units subscribed for, the Manager will be deemed to have delivered to you their
acceptance of this Subscription Agreement. A fully executed copy of this Subscription Agreement will be kept
by the Manager and will be available upon request.
General Representations and Warranties
The Subscriber represents, warrants, certifies, acknowledges and covenants to and in favour of the Fund and the
Manager as follows:
(1) the Subscriber has such knowledge and experience in financial and business affairs as to be capable of
evaluating the merits and risks of an investment in the Fund and is able to bear the economic risk of loss
of such investment;
(2) if the Subscriber is or becomes a “non-resident” or a partnership other than a “Canadian partnership”
within the meaning of the Income Tax Act (Canada), the Subscriber will immediately notify the Manager
in writing of such status;
(3) if the Subscriber is or becomes a “financial institution” within the meaning of Section 142.2 of the
Income Tax Act (Canada), the Subscriber will immediately notify the Manager in writing of such status;
(4) if the Subscriber is or becomes a “designated beneficiary” within the meaning of Section 210 of the
Income Tax Act (Canada), the Subscriber will immediately notify the Manager in writing of such status;
(5) if an individual, the Subscriber has attained the age of majority and has the legal capacity and
competence to execute this Subscription Agreement and to take all actions required pursuant hereto;
(6) if not an individual, the Subscriber has good right, full power and absolute authority to execute this
Subscription Agreement and to take all necessary actions, and all necessary approvals have been given
to authorize it to execute this Subscription Agreement;
(7) this Subscription Agreement, when accepted, will constitute a legal, valid, binding and enforceable
contract of the Subscriber, enforceable against the Subscriber in accordance with its terms;
(8) the entering into of this Subscription Agreement and the transactions contemplated hereby will not result
in the violation of any terms or provisions of any law applicable to, or the constating documents of, the
Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which he,
she or it is or may be bound;
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(9) the Subscriber is a resident of, or is otherwise subject to the securities laws of, the jurisdiction set out
under “Name and Address of Subscriber” above and is not purchasing the Units for the account or
benefit of any person in any jurisdiction other than such jurisdiction;
(10) the Subscriber has no knowledge of a “material fact” or “material change” (as those terms are defined
in applicable securities legislation) in the affairs of the Fund that has not been generally disclosed to the
public, save knowledge of this particular transaction;
(11) the Subscriber is aware that there are securities and tax laws applicable to the holding and disposition
of the Units and has been given the opportunity to seek advice in respect of such laws and is not relying
solely upon information from the Fund, the Manager, or, where applicable, their officers, directors,
employees or agents;
(12) the Subscriber acknowledges that no prospectus has been filed with any securities commission or other
regulatory body in connection with the issuance of the Units, such issuance is exempted from the
prospectus requirements of applicable securities legislation; and
(a) the Subscriber is restricted from using the civil remedies available,
(b) the Subscriber may not receive information that would otherwise be required to be provided, and
(c) the Fund is relieved from certain obligations that would otherwise apply,
u
nder certain applicable securities legislation which would otherwise be available if the Units were sold
pursuant to a prospectus;
(13) the Subscriber has received and reviewed the Declaration of Trust and the Offering Memorandum
and has had the opportunity to ask and have answered any and all questions which the Subscriber
wished with respect to the business and affairs of the Fund, the Units and the subscription hereby
made;
(14) specifically, the Subscriber is aware of the characteristics of the Units, of the nature and extent of
personal liability and of the risks associated with an investment in the Units;
(15) the Subscriber understands that (i) there is no right to demand any distribution from the Fund, other than
by redemption of Units pursuant to the terms and procedures and subject to the restrictions described in
Offering Memorandum; (ii) it is not anticipated that there will be any public market for the Units; and
(iii) it may not be possible to sell or dispose of Units;
(16) the Subscriber shall not knowingly transfer his, her or its Units in whole or in part to a person without
the approval of the Manager and will do so only in accordance with applicable securities laws;
(17) the investment portfolio and trading procedures of the Fund are proprietary to the Fund and the Manager
and all information relating to such investment portfolio and trading procedures shall be kept
confidential by the Subscriber and will not be disclosed to third parties (excluding the Subscriber’s
professional advisers) without the written consent of the Manager; and
(18) the Subscriber will execute and deliver all documentation and provide all such further information as
may be required by applicable securities legislation, anti-money laundering and anti-terrorist financing
legislation and domestic and foreign tax legislation, to permit the purchase of the Units on the terms
herein set forth, and the Subscriber will deliver such releases or any other documents for income tax
purposes, if any, as from time to time may be required by the Manager.
The representations, warranties, certifications, covenants and acknowledgments of the Subscriber
contained in this Subscription Agreement shall survive the completion of the purchase and sale of the
Units and any subsequent purchase of Units by the Subscriber unless a new subscription agreement is
executed at the time of the subsequent purchase, and the Subscriber undertakes to notify the Manager
immediately at the address set forth above of any change in any representation, warranty or other
information relating to the Subscriber set forth in this Subscription Agreement.
THE SUBSCRIBER ACKNOWLEDGES THAT HAVING A NON-QUALIFIED UNITHOLDER
COULD HAVE NEGATIVE TAX OR OTHER CONSEQUENCES TO THE FUND. IF THE
SUBSCRIBER NOTIFIES THE MANAGER OF A STATUS AS SET OUT IN PARAGRAPH (2), (3) OR
(4), THE MANAGER MAY REQUIRE THE SUBSCRIBER AT ANY TIME TO REDEEM ALL OR
SOME OF THE SUBSCRIBER’S UNITS PURSUANT TO THE DECLARATION OF TRUST.
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Purchasing as Bare Trustee or Agent
If a person is executing this Subscription Agreement as bare trustee, agent or attorney (including, for greater
certainty, a dealing representative, a portfolio manager or comparable adviser) (in this paragraph, the “agent”)
on behalf of the Subscriber (in this paragraph, the “principal”), such agent must provide evidence of such
person’s authority satisfactory to the Manager and hereby separately represents and warrants to the Manager that
(i) the agent is duly authorized to execute and deliver this Subscription Agreement and all other necessary
documentation in connection with such purchase on behalf of such principal, to agree to the terms and conditions
contained herein and therein and to make the representations, certifications, acknowledgments and covenants
made herein and therein, (ii) this Subscription Agreement has been duly authorized, executed and delivered by
or on behalf of, and constitutes a legal, valid and binding agreement enforceable against, such principal, (iii) the
agent acknowledges that the Manager is required by law to disclose to certain regulatory and taxation authorities
the identity of and certain information regarding the principal and has provided all the information concerning
the principal as required by this Subscription Agreement and will provide any such further information as may
hereafter be required; and (iv) for the purpose of assisting the Manager in filing with the applicable securities
regulator its consolidated Monthly Report under the Criminal Code (Canada), the related Regulations
Establishing a List of Entities, the Justice for Victims of Corrupt Foreign Officials Regulations and all such other
similar applicable regulations, the principal is not a “Designated Person” for the purposes of such regulations,
and the agent will immediately advise the Manager if there is a change in such status. For greater certainty, each
of the representations set out in this Subscription Agreement shall be true in respect of, and each of the elections
made herein shall be effective for, each principal identified under “Name and Address of Subscriber” on page 4
and, if applicable, each Account Holder named in Appendix 1. The agent agrees to indemnify each of the Fund
and the Manager against all losses, claims, costs, expenses and damages or liabilities which it may suffer or incur
arising from the reliance by the Fund or the Manager, as the case may be, on the above representations and
warranties.
Anti-Money Laundering and Anti-Terrorist Financing Legislation
In connection with Canadian legislation aimed at the prevention of money laundering and terrorism financing,
the Subscriber has provided to his, her or its dealer all information and documentation required under applicable
anti-money laundering and anti-terrorist financing legislation. The Subscriber acknowledges that the Manager
may require a copy of some or all of such information and documentation, and/or additional information and
documentation from time to time, in order for the Manager to discharge all of its obligations under such
legislation.
The Subscriber acknowledges that if, as a result of any information or other matter which comes to the Manager’s
attention, any director, officer or employee of the Manager, or its professional advisers, knows or suspects that
an investor is engaged in money laundering
or terrorist financing activities, such person is required to report
such information or other matter to the Financial Transactions and Reports Analysis Centre of Canada
(FINTRAC) and such report shall not be treated as a breach of any restriction upon the disclosure of information
imposed by Canadian law or otherwise.
Consent to Electronic Delivery of Documents and other Email Communications
The Subscriber acknowledges that it is entitled to receive annual and interim financial statements and may
receive other information about the Fund from the Manager. By completing Schedule “A”, the Subscriber is
consenting to the receipt of financial information and other reports electronically. Furthermore, by signing this
Subscription Agreement, the Subscriber also consents to receiving updates, promotional emails and other
commercial electronic messages from the Manager unless the Subscriber withdraws consent by checking the
box in Schedule “A” or otherwise notifies the Manager.
Financial Reporting
The Subscriber hereby agrees that, until he, she or it elects otherwise, the Subscriber does not want to receive
annual or interim financial statements in respect of the Fund. The Subscriber understands that it may change this
standing instruction by completing Schedule “D”.
Foreign Tax Reporting
In accordance with the Intergovernmental Agreement between Canada and the United States for the enhanced
exchange of tax information under the Canada-U.S. Tax Convention (the “IGA”) and related Canadian
legislation and guidance, and as required under the U.S. Foreign Account Tax Compliance Act (“FATCA”), the
Fund and/or registered dealers are required to report certain information with respect to Subscribers who are
Mackenzie Northleaf Private Credit Fund Wire order/Fundserv Version
Subscription Agreement 2021.01.12
9
U.S. residents and U.S. citizens (including U.S. citizens who are residents or citizens of Canada), and certain
other “U.S. Persons” as defined under the IGA, to the Canada Revenue Agency (“CRA”). The CRA will then
exchange the information with the U.S. Internal Revenue Service pursuant to the provisions of the IGA. In
addition, to meet the objectives of the Organisation for Economic Co-operation and Development Common
Reporting Standard (the “CRS”), the Fund and/or registered dealers are required under Canadian legislation to
identify and report to the CRA details and certain financial information relating to unitholders in the Fund who
are residents for tax purposes in a country outside of Canada and the U.S. that has adopted the CRS. The CRA
will then provide that information to the tax authorities of the relevant jurisdiction that has adopted the CRS. To
this end, all Subscribers must provide the appropriate Declaration of Tax Residence Form, and will provide
an updated form upon reasonable request by the Manager, unless Schedule “B” has been completed and the
Subscriber’s Agent has agreed to discharge such obligations by checking the “Yes” box in Schedule “B”.
The Subscriber acknowledges that if the Manager is required to report information to the CRA in connection
with the Subscriber’s investment in the Fund, such report shall not be treated as a breach of any restriction upon
the disclosure of information that may be imposed by Canadian law or otherwise.
Privacy Policy
Attached as Schedule “E” hereto is a copy of the Manager’s Privacy Policy. By signing this Subscription
Agreement, the Subscriber consents to the collection, use and disclosure of his or her personal information in
accordance with such policy.
Indemnity
The Subscriber agrees to indemnify and hold harmless each of the Fund and the Manager against all losses,
claims, costs, expenses and damages or liabilities which it may suffer or incur or cause arising from the reliance
on the representations, warranties, certifications and covenants of the Subscriber by the Fund or the Manager, as
the case may be, or the breach of any of them by the Subscriber. Any signatory signing on behalf of the
Subscriber as agent or otherwise represents and warrants that such signatory has authority to bind the Subscriber
and agrees to indemnify each of the Fund and the Manager against all losses, claims, costs, expenses and damages
or liabilities which it may suffer or incur or cause arising from the reliance on such representation and warranty.
Governing Law and Language
This Subscription Agreement and all ancillary documents shall be governed by and construed in accordance with
the laws of the Province of Ontario and the laws of Canada applicable therein. By the Subscriber’s execution of
this Subscription Agreement, the Subscriber irrevocably attorns to the non-exclusive jurisdiction of the courts
of Ontario. The Subscriber has required that this Subscription Agreement and all related documents including
any offering memorandum or supplement thereto be in the English language. Le souscripteur a exigé que cette
convention de souscription ainsi que tout autre document ou avis afférent incluant toute notice d’offre et
supplément à cette notice d’offre soient rédigés en langue anglaise.
Prospectus Exemptions
The Subscriber acknowledges that, if this Subscription Agreement is accepted, Units will be distributed to the
Subscriber pursuant to a regulatory exemption from statutory requirements that would otherwise require the
Fund to deliver to the Subscriber a prospectus that complies with statutory requirements. In doing so, the Fund
will be relying on the following representations and certification by the Subscriber:
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SCHEDULE “A”
CONSENT TO ELECTRONIC DELIVERY OF DOCUMENTS
TO: Mackenzie Financial Corporation (the “Manager”)
I have read and understand this “Consent to Electronic Delivery of Documents” and consent to the electronic
delivery of the documents listed below that the Manager elects to deliver to me electronically, all in accordance
with my instructions below.
1. The following documents will be delivered electronically pursuant to this consent:
a. Trade confirmations in respect of purchase of units of Mackenzie Northleaf Private Credit
Fund (the “Fund”)where the Manager acts as exempt market dealer for the trade;
b. Audited annual financial statements for the Fund (if requested);
c. Unaudited interim financial statements for the Fund (if requested);
d. Notice reminding me of the standing instructions I have provided to the Manager about my
preference to receive or not receive the Fund’s financial statements; and
e. Such other reports or investment commentary as the Manager may choose to provide.
2. All documents delivered electronically will be delivered by email to the address listed on page 4.
3. I acknowledge that I may receive from the Manager a paper copy of any documents delivered
electronically at no cost if I contact the Manager by telephone, regular mail or electronic mail at:
Mac
kenzie Financial Corporation
180 Queen Street West
Toronto, Ontario
M5V 3K1
Telephone: 1-800-387-0614
Email: service@mackenzieinvestments.com
4. I understand that I will be provided with a paper copy of any documents delivered electronically if
electronic delivery fails.
5. I understand that my consent may be revoked or changed, including any change in the electronic mail
address to which documents are delivered (if I have provided an electronic mail address), at any time
by notifying the Manager of such revised or revoked consent by telephone, regular mail or electronic
mail at the contact information listed in #3 above.
6. I understand that I am not required to consent to electronic delivery of the above documents.
7. It is my express wish that the documents to be delivered under this consent be drawn up in English. Je
confirme ma volonté expresse que les documents à remettre conformément au présent formulaire de
consentement soient rédigés en anglais.
In addition to the above, I understand that as a result of my investment in the Fund, I will receive email
correspondence from the Manager (or from the Fund’s administrator or other service provider on behalf
of the Manager) from time to time, including investment reports,
promotional emails and other
commercial electronic messages, even after I am no longer invested in the Fund. I also understand that
I may withdraw my consent to receiving such communications unrelated to my investment in the Fund
by contacting the Manager at the address above.
Yes No
I wish to receive email copies of the documents referred to in paragraph 1 above:
I consent to receiving reports, promotional emails and other commercial electronic messages
from the Manager or from other service providers on behalf of the Manager:
Signature of
Subscriber:
Signature of
Co- Subscriber:
(if applicable)
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SCHEDULE “B”
CERTIFICATE OF SUBSCRIBER’S AGENT (DEALER)
[To be completed by all Subscribers and by the registered dealer through whom Units are being acquired (the “Subscriber’s
Agent”).]
By submitting this completed Subscription Agreement to the Manager, the dealer through whom the Units are being purchased (the
“Subscriber’s Agent”) hereby acknowledges and confirms that it has fulfilled all relevant “know-your-client” and suitability
obligations that it owes to the Subscriber and all identification and investor information collection obligations under anti-money
laundering and anti-terrorist financing legislation. The Subscriber’s Agent also agrees to provide any information requested by the
Manager to assist it in discharging its obligations under such laws. Specifically, the Subscriber’s Agent represents that:
(i) it has delivered a copy of the Offering Memorandum to the Subscriber:
(ii) if the Subscriber has completed Schedule “C” and, if applicable, Schedule “C-1”, it has taken appropriate steps to ensure
that the Subscriber is an accredited investor;
(iii) it does not keep anonymous accounts or accounts in obviously fictitious names;
(iv) it has identified, verified and recorded the identity of the Subscriber as required by anti-money laundering and anti-terrorist
financing legislation in Canada;
(v) in the event that it is unable to verify the identity of the underlying Subscriber, it will inform the Manager as soon as it is
reasonably practicable, if permitted by law;
(vi) it has verified the Subscriber’s source of funds to the best of its knowledge and it is not aware and has no reason to suspect
that such funds have been derived from any illegal activities;
(vii) it will maintain all necessary records on transactions for the Subscriber and it will keep records on client identification,
account files and business correspondence relating to the Subscriber for at least seven (7) years after the Subscriber’s
account is closed; and
(viii) it will provide supporting documentation to the Manager on file relating to the Subscriber if requested by the Manager.
Furthermore, if the Subscriber’s Agent checks the following box “Yes”, the Subscriber’s Agent also represents and warrants
that it is a Reporting Canadian Financial Institution, and will comply with all necessary due diligence and reporting
obligations under Part XVIII [FATCA] and Part XIX [CRS] of the Income Tax Act (Canada) with respect to the Subscriber
as a client and will provide to the Manager all information and documentation regarding the Subscriber as the Manager may
reasonably request from time to time in order to comply with its reporting obligations in that regard.
Yes the Subscriber’s Agent will comply (and the No (the Subscriber must complete a Declaration of
Subscriber need not complete a Declaration of Tax Residence Form 518 or 519, as applicable)
Tax Residence Form)
Agent’s GIIN:
X
Name of Subscriber’s Agent and Dealer Number Signature of Subscriber’s Agent
Date:
Name of Account Representative and Rep Number
The Subscriber hereby acknowledges that the Subscriber’s Agent may receive a trailing commission in respect of the Units purchased
by the Subscriber.
The Subscriber agrees to provide information to the Manager as it may request from time to time for the purpose of complying with
applicable securities laws, AML, FATCA and CRS even though the Manager may be relying on Subscriber’s Agent to collect such
information at first instance. The Subscriber hereby authorizes the Manager (i) to provide information to the Subscriber’s Agent
regarding the Subscriber’s Unitholdings from time to time and (ii) to rely on and accept instructions from the Subscriber’s Agent on
the Subscriber’s behalf in connection with subsequent purchases, redemptions and transfers of Units and agrees to indemnify each
of the Fund and the Manager against all losses, claims, costs, expenses and damages or liabilities which it may suffer or incur arising
from the reliance of the Manager on any improper instructions provided by the Subscriber’s Agent.
X
X
Signature of Subscriber
Signature of Co-Subscriber (if applicable)
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SCHEDULE “C”
CERTIFICATE OF ACCREDITED INVESTOR
[To be completed and initialled by Subscriber if you checked the “Accredited Investor” box on page 3.]
TO: Mackenzie Financial Corporation (the “Manager”)
In connection with the purchase by the undersigned purchaser (the “Subscriber”) of units of Mackenzie Northleaf
Private Credit Fund (the “Fund”), the Subscriber (or the signatory on behalf of the Subscriber) certifies for the benefit
of the Fund and the Manager that the Subscriber is a resident of, or the purchase and sale of securities to the Subscriber
is otherwise subject to the securities legislation of a province or territory of Canada and the Subscriber is (and will at
the time of acceptance of this Subscription Agreement and any additional subscriptions be) an accredited investor
within the meaning of National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”)
or Section 73.3 of the
Securities Act (Ontario) in the category indicated below:
PLEASE CHECK THE BOX OF THE APPLICABLE CATEGORY AND INITIAL (SELECT ONE):
(a)
(b)
(c)
(d)
(e)
(e.1)
(f)
(g)
(h)
(i)
(j)
(j.1)
(k)
(l)
a Schedule I, II or III bank, loan corporation, trust company, trust corporation, insurance
company or other Canadian financial institution as defined in NI 45-106 or, in Ontario,
as described in Section 73.1(1) of the Securities Act (Ontario),
the Business Development Bank of Canada incorporated under the
Business
Development Bank of Canada Act (Canada),
a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of
the voting securities of the subsidiary, except the voting securities required by law to be
owned by directors of that subsidiary,
a person registered under the securities legislation of a province or territory of Canada
as an adviser or dealer,
an individual registered under the securities legislation of a province or territory of
Canada as a representative of a person referred to in paragraph (d),
an individual formerly registered under the securities legislation of a province or
territory of Canada, other than an individual formerly registered solely as a
representative of a limited market dealer under one or both of the Securities Act
(Ontario) or the Securities Act (Newfoundland and Labrador),
the Government of Canada or of a province or territory of Canada, or any crown
corporation, agency or wholly owned entity of the Government of Canada or a province
or territory of Canada,
a municipality, public board or commission in Canada and a metropolitan community,
school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an
intermunicipal management board in Québec,
any national, federal, state, provincial, territorial or municipal government of or in any
foreign jurisdiction, or any agency of that government,
a pension fund that is regulated by the Office of the Superintendent of Financial
Institutions (Canada), a pension commission or similar regulatory authority of a
province or territory of Canada,
an individual who, either alone or with a spouse, beneficially owns financial assets (as
defined below), having an aggregate realizable value that before taxes, but net of any
related liabilities, exceeds $1,000,000 [PLEASE ALSO COMPLETE SCHEDULE
“C-1”],
an individual who beneficially owns financial assets having an aggregate realizable
value that, before taxes but net of any related liabilities, exceeds $5,000,000,
an individual whose net income before taxes exceeded $200,000 in each of the two most
recent calendar years or whose net income before taxes combined with that of a spouse
exceeded $300,000 in each of the two most recent calendar years and who, in either
case, reasonably expects to exceed that net income level in the current calendar year
[PLEASE ALSO COMPLETE SCHEDULE “C-1”],
an individual who, either alone or with a spouse, has net assets (as defined below) of at
least $5,000,000 [PLEASE ALSO COMPLETE SCHEDULE “C-1”],
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(m)
(n)
(o)
(p)
(q)
(r)
(s)
(t)
a person, other than an individual or investment fund, that has net assets of at least
$5,000,000, as shown on its most recently prepared financial statements, and that was
not formed for the sole purpose of making a representation to this effect in order to
qualify as an accredited investor,
an investment fund that distributes or has distributed its securities only to
(i) a person that is or was an accredited investor at the time of the distribution,
(ii) a person that acquires or acquired securities in the circumstances referred to
in sections 2.10 [Minimum amount investment] or 2.19 [Additional investment
in investment funds] of NI 45-106 or equivalent exemptions under applicable
securities legislation as specified in Section 8.2 of NI 45-106, or
(iii) a person described in paragraph (i) or (ii) that acquires or acquired securities
under section 2.18 [Investment fund reinvestment] of NI 45-106,
an investment fund that distributes or has distributed securities under a prospectus in a
province or territory of Canada for which the regulator or, in Québec, the securities
regulatory authority, has issued a receipt,
a trust company or trust corporation registered or authorized to carry on business under
the Trust and Loan Companies Act (Canada) or under comparable legislation in a
province or territory of Canada or a foreign jurisdiction, acting on behalf of a fully
managed account managed by the trust company or trust corporation, as the case may
be,
a person acting on behalf of a fully managed account managed by that person, if that
person is registered or authorized to carry on business as an adviser or the equivalent
under the securities legislation of a province or territory of Canada
or a foreign
jurisdiction,
a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has
obtained advice from an eligibility adviser or an adviser registered under the securities
legislation of the province or territory of the registered charity to give advice on the
securities being traded,
an entity organized in a foreign jurisdiction that is analogous to any of the entities
referred to in paragraphs (a) to (d) or paragraph (i) in form and function,
a person in respect of which all of the owners of interests, direct, indirect or beneficial,
except the voting securities required by law to be owned by directors, are persons that
are accredited investors, Please indicate the name and category of accredited investor
(by reference to the applicable letter above or below ) of each owner of interests:
Name of Owner of Interests:
Category:
(u)
(v)
(w)
[attach sheet if more than 3 – if (w) applies to an owner, provide information below]
an investment fund that is advised by a person registered as an adviser or a person that
is exempt from registration as an adviser,
a person that is recognized or designated by the securities regulatory authority or, except
in Ontario and Québec, the regulator as an accredited investor, or
a trust established by an accredited investor for the benefit of the accredited investor’s
family members of which a majority of the trustees are accredited investors and all of
the beneficiaries are the accredited investor’s spouse, a former spouse of the accredited
investor or a parent, grandparent, brother, sister, child or grandchild of that accredited
investor, of that accredited investor’s spouse or of that accredited investor’s former
spouse. If you checked (w), please indicate the name and category of accredited
investor (by reference to the applicable letter above) of each of:
Accredited Investor:
Name:
Category:
Individual who established trust:
Trustee:
Trustee:
Trustee:
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[attach sheet if more than 3 trustees]
Defined Terms:
Certain terms used above are specifically defined by applicable securities legislation, regulation or rules, as follows:
“Canadian financial institution” means:
(i) an association governed by the Cooperative Credit Associations Act (Canada) or a central cooperative credit
society for which an order has been made under section 473(1) of that Act, or
(ii) a bank, loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union,
caisse populaire, financial services cooperative, or league that, in each case, is authorized by an enactment of
Canada or a province or territory of Canada to carry on business in Canada or a province or territory of Canada;
“company” means any corporation, incorporated association, incorporated syndicate or other incorporated organization;
“director” means:
(i) a member of the board of directors of a company or an individual who performs similar functions for a
company, and
(ii) with respect to a person that is not a company, an individual who performs functions similar to those of a
director of a company;
“eligibility adviser” means:
(i) a person that is registered as an investment dealer and authorized to give advice with respect to the type of
security being distributed, and
(ii) in Saskatchewan or Manitoba, also means a lawyer who is a practicing member in good standing with a law
society of a province or territory of Canada or a public accountant who is a member in good standing of an
institute or association of chartered accountants, certified general accountants or certified management
accountants in a province or territory of Canada provided that the lawyer or public accountant must not
(A) have a professional, business or personal relationship with the issuer, or any of its directors, executive
officers, founders, or control persons, and
(B) have acted for or been retained personally or otherwise as an employee, executive officer, director,
associate or partner of a person that has acted for or been retained by the issuer or any of its directors,
executive officers, founders or control persons within the previous 12 months;
“executive officer” means, for an issuer, an individual who is:
(i) a chair, vice-chair or president;
(ii) a vice-president in charge of a principal business unit, division or function including sales, finance or
production; or
(iii) performing a policy-making function in respect of the issuer;
“financial assets” means (i) cash, (ii) securities and (iii) contracts of insurance, deposits and evidences of deposit that are not
securities for the purposes of securities legislation (the value of the Subscriber’s personal residence or other real estate is not
included in the calculation of financial assets);
“foreign jurisdiction” means a country other than Canada or a political subdivision of a country other than Canada;
“fully managed account” means an account of a client for which a person makes the investment decisions if that person has full
discretion to trade in securities for the account without requiring the client’s express consent to a transaction;
“individual” means a natural person, but does not include a partnership, unincorporated association, unincorporated syndicate,
unincorporated organization, trust or a natural person in his or her capacity as trustee, executor, administrator or other legal personal
representative;
“net assets” means all of the Subscriber’s assets minus all of the Subscriber’s liabilities;
“person” includes:
(i) an individual,
(ii) a corporation,
(iii) a partnership, trust, fund and an association, syndicate, organization or other organized group of persons,
whether incorporated or not, and
(iv) an individual or other person in that person’s capacity as a trustee, executor, administrator or personal or other
legal representative;
“related liabilities” means:
(i) liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets, or
(ii) liabilities that are secured by financial assets;
“spouse” means, an individual who,
(i) is married to another individual and is not living separate and apart within the meaning of the Divorce Act
(Canada), from the other individual,
(ii) is living with another individual in a marriage-like relationship, including a marriage-like relationship between
individuals of the same gender, or
(iii) in Alberta, is an individual referred to in paragraph (i) or (ii), or is an adult interdependent partner within the
meaning of the Adult Interdependent Relationships Act (Alberta);
“subsidiary” means an issuer that is controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary;
Control
A person (first person) is considered to control another person (second person) if
(i) the first person beneficially owns or directly or indirectly exercises control or direction over securities of the
second person carrying votes which, if exercised, would entitle the first person to elect a majority of the
directors of the second person, unless that first person holds the voting securities only to secure an obligation,
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(ii) the second person is a partnership, other than a limited partnership, and the first person holds more than 50%
of the interests of the partnership, or
(iii) the second person is a limited partnership and the general partner of the limited partnership is the first person.
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SCHEDULE “C-1”
FORM FOR CERTAIN INDIVIDUAL ACCREDITED INVESTORS
WARNING!
This investment is risky. Don’t invest unless you can afford to lose all the
money you pay for this investment.
[To be completed by Subscriber and his or her salesperson if Subscriber is an individual that is an accredited
investor solely by virtue of being referred to in paragraphs (j), (k) and/or (l) of Schedule “C”.]
SECTION 1
1. About your investment
Type of securities: Trust Units
Issuer
: Mackenzie Northleaf Private Credit Fund
Purchased from Issuer: Yes
SECTIONS 2 TO 4 TO BE COMPLETED BY THE SUBSCRIBER
2. Risk acknowledgement
This investment is risky. Initial that you understand that:
Your
initials
Risk of loss – You could lose your entire investment of $
.[Insert amount
appearing at the top of page 4.]
Liquidity risk – You may not be able to sell your investment quickly – or at all.
Lack of information – You may receive little or no information about your investment. [Note: please
read the Offering Memorandum of the Fund delivered with this Subscription Agreement and note
the section entitled “Unitholder Reporting”.]
Lack of advice – Yo
u will not receive advice from the salesperson about whether this investment is
suitable for you unless the salesperson is registered. The salesperson is the person who meets with, or
provides information to, you about making this investment. [Note: The Manager will only accept a
subscription from the Subscriber if the salesperson identified in section 5 below is a dealing
representative of the Manager or of another registered dealer.] To check whether the salesperson is
registered, go to www.aretheyregistered.ca
.
3. Accredited investor status
You must meet at least one of the following criteria to be able to make this investment. Initial the
Your
statement that applies to you. (You may initial more than one statement.) The person identified in
initials
section 6 is responsible for ensuring that you meet the definition of accredited investor. That person,
or the salesperson identified in section 5, can help you if you have questions about whether you meet
these criteria.
• Your net income before taxes was more than $200,000 in each of the 2 most recent calendar years,
and you expect it to be more than $200,000 in the current calendar year. (You can find your net
income before taxes on your personal income tax return.) (k)
• Your net income before taxes combined with your spouse’s was more than $300,000 in each of
the 2 most recent calendar years, and you expect your combined net income before taxes to be
more than $300,000 in the current calendar year. (k)
• Either alone or with your spouse, you own more than $1 million in cash and securities, after
subtracting any debt related to the cash and securities. (j)
• Either alone or with your spouse, you have net assets worth more than $5 million. (Your net
assets are your total assets (including real estate) minus your total debt.) (l)
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4. Your name and signature
By signing this f
orm, you confirm that you have read this form and you understand the risks of making this
investment as identified in this form. [Note: The information in sections 1, 5 and 6 must be completed before the
Subscriber completes and signs the form.]
First and last name (please print):
Signature:
X
I
Date:
SECTION 5 TO BE COMPLETED BY THE SALESPERSON
5. Salesperson information
[Instruction: The salesperson is the person who meets with, or provides information to, the purchaser with respect
to making this investment. That could include a representative of the Manager, a registrant or a person who is
exempt from the registration requirement.]
First and last name of salesperson (please print):
Telephone:
I
Email:
Name of firm (if registered):
SECTION 6 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER
6. For more information about this investment, please contact:
Mackenzie Financial Corporation
180 Queen Street West
Toronto, Ontario
M5V 3K1
Telephone: 1-800-387-0614
Email: service@mackenzieinvestments.com
For more information about prospectus exemptions, contact your local securities regulator. You can find
c
ontact information at www.securities-administrators.ca
.
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SCHEDULE “D”
STANDING INSTRUCTIONS REGARDING ANNUAL AND INTERIM FINANCIAL STATEMENTS
[To be completed and signed by all Subscribers.]
TO: Mackenzie Northleaf Private Credit Fund (the “Fund”)
c/o Mackenzie Financial Corporation (the “Manager”)
I acknowledge that I am entitled to, but may choose not to, receive annual and interim financial statements regarding
the Fund.
Currently, I have chosen not to receive a copy of the annual and interim financial statements in respect of the Fund.
The Manager will continue to follow these standing instructions until I inform the Manager of a change in such
standing instructions.
Should I choose to change this standing instruction, I will tick the box below and execute this Schedule “D” where
indicated. If I do not tick the box below, the Manager will deem me to have instructed the Manager not to deliver
annual and interim financial statements.
I would like to receive the annual financial statements.
I wo
uld like to receive the interim financial statements.
I also acknowledge that if I have chosen to receive financial statements, the Manager proposes to send them to me
electronically. The Manager also proposes to send me an electronic reminder of my instructions, and so I have
completed Schedule “A” Consent to Electronic Delivery of Documents.
X
X
Signature of Subscriber Signature of Co-Subscriber (if applicable)
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SCHEDULE “E”
PRIVACY POLICY
MACKENZIE FINANCIAL CORPORATION
The privacy of our investors is very important to us. Set forth below are our policies with respect to personal
information of subscribers, investors and former investors that we collect, use and disclose. In connection with the
offering and sale of units (the “Units”) of Mackenzie Northleaf Private Credit Fund (the “Fund”), we collect and
maintain personal information about subscribers. We collect their personal information to enable us to provide them
with services in connection with their investment in the Fund, to meet legal and regulatory requirements and for any
other purpose to which they may consent in the future. Their personal information is collected from the following
sources:
• subscription agreements or other forms that they submit to us;
• their transactions with us and our affiliates; and
• meetings and telephone conversations with them.
Unless a subscriber otherwise advises, by providing us with their personal information they have consented to our
collection, use and disclosure of their information as provided herein. We collect and maintain their personal
information in order to give them the best possible service and allow us to establish their identity, protect us from
error and fraud, comply with the law and assess their
eligibility in our products.
We may disclose their personal information to third parties, when necessary, and to our affiliates in connection with
the services we provide related to their subscription for Units of the Fund, including:
• financial service providers, such as banks and others used to finance or facilitate transactions by, or
operations of, the Fund;
• other service providers to the Fund, such as accounting, legal, or tax preparation services; and
• taxation and regulatory authorities and agencies.
Personal information may be processed by service providers in foreign countries and it may be accessible to law
enforcement and security regulatory authorities of those jurisdictions. By doing business with us, investors are
consenting to their personal information being processed outside of Canada.
We seek to carefully safeguard their
private information and, to that end, restrict access to personal information about them to those employees and other
persons who need to know the information to enable us to provide services to them. Each employee of Mackenzie
Financial Corporation is responsible for ensuring the confidentiality of all personal information they may access.
Investors’ personal information is maintained on our networks or on the networks of our service providers and are
accessible at 180 Queen Street West, Toronto, Ontario M5V 3K1. Personal information may also be stored on a secure
off-site storage facility. An investor may access their personal information to verify its accuracy, to withdraw their
consent to any of the foregoing collections, uses and/or disclosures being made of their personal information and may
update their information by contacting Mackenzie Financial Corporation at the following number: 1-800-387-0614.
Please note that an investor’s ability to participate in the Fund may be impacted should they withdraw their consent
to the collection, use and disclosure of their personal information as outlined above. Mackenzie Financial Corporation
reserves the right to modify or supplement its Privacy Policy at any time. If we make a change to the Privacy Policy,
we will post such changes on our website.
Investors should be aware that the Fund is required to file with each relevant Canadian securities regulatory
authority a report setting out personal information such as the Subscriber’s name and address, the class and
series of Units issued, the date of issuance and the purchase price of Units issued to the Subscriber. Such
information is collected indirectly by such regulatory authorities under the authority granted to them in
securities legislation, for the purposes of the administration and enforcement of their governing securities
legislation. By submitting this subscription, the Subscriber authorizes such indirect collection of the
information by each such regulatory authority. The following officials can answer questions about the indirect
collection of the information:
Alberta Securities Commission Nova Scotia Securities Commission
Suite 600, 250 – 5th Street SW
Suite 400, 5251 Duke Street
Calgary, Alberta T2P 0R4
Duke Tower
Telephone: (403) 297-6454
P.O. Box 458
Toll free in Canada: 1-877-355-0585
Halifax, Nova Scotia B3J 2P8
Facsimile: (403) 297-2082
Telephone: 902-424-7768
Public official contact regarding indirect collection
Facsimile: 902-424-4625
of information: FOIP Coordinator
Public official contact regarding indirect collection
of information: Executive Director
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British Columbia Securities Commission
P.O. Box 10142, Pacific Centre
701 West Georgia Street
Vancouver, British Columbia V7Y 1L2
Inquiries: 604-899-6854
Toll free in Canada: 1-800-373-6393
Facsimile: 604-899-6581
Email: FOI-privacy@bcsc.bc.ca
Public official contact regarding indirect collection of
information: FOI Inquiries
The Manitoba Securities Commission
500 – 400 St. Mary Avenue
Winnipeg, Manitoba R3C 4K5
Telephone: 204-945-2561
Toll free in Manitoba: 1-800-655-5244
Facsimile: 204-945-0330
Public official contact regarding indirect collection of
information: Director
Financial and Consumer Services Commission
(New Brunswick)
85 Charlotte Street, Suite 300
Saint John, New Brunswick E2L 2J2
Telephone: 506-658-3060
Toll free in Canada: 1-866-933-2222
Facsimile: 506-658-3059
Email: info@fcnb.ca
Public official contact regarding indirect collection of
information: Chief Executive Officer and Privacy
Officer
Government of Newfoundland and Labrador
Financial Services Regulation Division
P.O. Box 8700
Confederation Building
2nd Floor, West Block
Prince Philip Drive
St. John’s, Newfoundland and Labrador A1B 4J6
Attention: Director of Securities
Telephone: 709-729-4189
Facsimile: 709-729-6187
Public official contact regarding indirect collection of
information: Superintendent of Securities
Government of the Northwest Territories
Office of the Superintendent of Securities
P.O. Box 1320
Yellowknife, Northwest Territories X1A 2L9
Telephone: 867-767-9305
Facsimile: 867-873-0243
Public official contact regarding indirect collection of
information: Superintendent of Securities
Ontario Securities Commission
20 Queen Street West, 22nd Floor
Toronto, Ontario M5H 3S8
Telephone: 416-593- 8314
Toll free in Canada: 1-877-785-1555
Facsimile: 416-593-8122
Email: exemptmarketfilings@osc.gov.on.ca
Public official contact regarding indirect collection of
information: Inquiries Officer
Prince Edward Island Securities Office
95 Rochford Street, 4th Floor Shaw Building
P.O. Box 2000
Charlottetown, Prince Edward Island C1A 7N8
Telephone: 902-368-4569
Facsimile: 902-368-5283
Public official contact regarding indirect collection of
information: Superintendent of Securities
Autorité des marchés financiers
800, rue du Square-Victoria, 22e étage
C.P. 246, tour de la Bourse
Montréal, Québec H4Z 1G3
Telephone: 514-395-0337 or 1-877-525-0337
Facsimile: 514-873-6155 (For filing purposes only)
Facsimile: 514-864-6381 (For privacy requests only)
Email: fonds_dinvestissement@lautorite.qc.ca
Public official contact regarding indirect collection of
information: Corporate Secretary
Financial and Consumer Affairs Authority of
Saskatchewan
Suite 601 – 1919 Saskatchewan Drive
Regina, Saskatchewan S4P 4H2
Telephone: 306-787-5842
Facsimile: 306-787-5899
Public official contact regarding indirect collection of
information: Director
Government of Nunavut
Department of Justice Legal Registries Division
P.O. Box 1000, Station 570
1st Floor, Brown Building
Iqaluit, Nunavut X0A 0H0
Telephone: 867-975-6590
Facsimile: 867-975-6594
Public official contact regarding indirect collection
of information: Superintendent of Securities
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Office of the Superintendent of Securities
Government of Yukon
Department of Community Services
307 Black Street, 1st Floor
P.O. Box 2703, C-6
Whitehorse, Yukon Y1A 2C6
Telephone: 867-667-5466
Facsimile: 867-393-6251
Email: securities@gov.yk.ca
Public official contact regarding indirect collection of
information: Superintendent of Securities
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Appendix 1
MANAGED ACCOUNT CLIENT(S)
(FOR ACCREDITED INVESTOR DEFINITION CATEGORY “q”)
This Appendix 1 must be completed by a registered dealer or adviser executing this Subscription Agreement on behalf of one or more fully managed accounts (provide evidence of authority).
Name and Address of Registrant
Firm Subscribing on behalf
of Managed Accounts:
_____________________________________________________
__________
_________________________________
Print Full Legal Name
Telephone Number
_____________________________________________________
__________________________________________
Address
Email Address
_____________________________________________________
__________________________________________
City, Province, Postal Code
Name of Individual Portfolio Manager
Date:_______________________________
For each managed account please provide the following information (either below or in a separate spreadsheet acceptable to the Manager):
Name and Address of
Dealer Account
Non-
Tax Identifier
Canadian Resident
Fund Code
Subscription
Wire Order No.
Account Holder No. registered (SIN/TIN/BIN) for tax purposes
A:MFC8213
Amount
Account (Yes/No)*
F:MFC8214
(Yes/No)
*The Subscriber must not be “non-resident” or a partnership other than a “Canadian partnership” within the meaning of the Income Tax Act (Canada).
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ACCEPTANCE
This subscription is accepted on the __________ day of _____________, _________.
(day) month) (year)
MACKENZIE FINANCIAL CORPORATION,
in
its
o
w
n
c
ap
acity
and
as Manager on behalf of
MACKENZIE NORTHLEAF PRIVATE CREDIT FUND
By:
Name and Title:
By:
Name and Title:
(Manager Only)
Subscriber Name:
Co- Subscriber Name:
Subscription Amount: $
Subscription Date:
Series of Units:
Price Per Unit: $
Number of Units Issued:
Exemption:
118397003:v2
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MACKENZIE Mackenzie Northleaf Private Credit Fund (the Fund) (Mackenzie Investments)

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Completed 21 June 2021

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