Exhibit 4.3


 





BY-LAW NO. 1


 


A by-law relating generally
to the

 transaction of the business and

 affairs of


 


CI FINANCIAL CORP. 


 





Contents


 


	One	-	Interpretation
	 	 	 
	Two	-	Business of the Corporation
	 	 	 
	Three	-	Borrowing and Security
	 	 	 
	Four	-	Directors
	 	 	 
	Five	-	Committees
	 	 	 
	Six	-	Officers
	 	 	 
	Seven	-	Protection of Directors, Officers and Others
	 	 	 
	Eight	-	Shares
	 	 	 
	Nine	-	Dividends and Rights
	 	 	 
	Ten	-	Meetings of Shareholders
	 	 	 
	Eleven	-	Notices
	 	 	 
	Twelve	-	Effective Date



 






     


     


    

 


BE IT ENACTED as a by-law of the Corporation as follows:


 


SECTION ONE


 


INTERPRETATION


 


1.01            Definitions.
- In the by-laws of the Corporation, unless the context otherwise requires:


 


"Act" means the Business Corporations
Act (Ontario), or any statute that may be substituted therefor, as from time to time amended;


 


"appoint" includes "elect"
and vice versa;


 


"articles" means the articles
on which is endorsed the certificate of incorporation of the Corporation as from time to time amended or restated;


 


"board" means the board of directors
of the Corporation and "director" means a member of the board;


 


"by-laws" means this by-law
and all other by-laws of the Corporation from time to time in force and effect;


 


"Corporation" means the corporation
incorporated under the Act by the said certificate endorsed on the articles and named "CI Financial Corp.";


 


"meeting of shareholders" includes
an annual meeting of shareholders and a special meeting of shareholders; and "special meeting of shareholders"
includes a meeting of any class or classes of shareholders and a special meeting of all shareholders entitled to vote at an annual
meeting of shareholders; and


 


"recorded address" has the meaning
set forth in section 11.08.


 


Save as aforesaid, words and expressions defined
in the Act, including "resident Canadian" and "unanimous shareholder agreement", have the same
meanings when used herein. Words importing the singular number include the plural and vice versa; and words importing a person
include an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization,
trust, body corporate, and a natural person in his capacity as trustee, executor, administrator, or other legal representative.


 





 



 






     


     


    

 





SECTION TWO


 


BUSINESS OF THE CORPORATION


 


2.01             Registered
Office. - The registered office of the Corporation shall be in the municipality or geographic township within Ontario initially
specified in its articles and thereafter as the shareholders may from time to time determine by special resolution and at such
location therein as the board may from time to time determine.


 


2.02             Corporate Seal.
- The Corporation may, but need not have, a corporate seal and if one is adopted it shall be in a form approved from time to time
by the board.


 


2.03             Financial
Year. - Until changed by the board, the financial year of the Corporation shall end on the last day of December in each year.


 


2.04             Execution
of Instruments. - Deeds, transfers, assignments, contracts, obligations, certificates and other instruments may be signed on
behalf of the Corporation by any one person who holds the office of chair of the board, chief executive officer, president, chief
financial officer or vice-president. In addition, the board or the said person may from time to time direct the manner in which
and the person or persons by whom any particular instrument or class of instruments may or shall be signed. Any signing officer
may affix the corporate seal to any instrument requiring the same.


 


2.05             Banking Arrangements.
- The banking business of the Corporation including, without limitation, the borrowing of money and the giving of security therefor,
shall be transacted with such banks, trust companies or other bodies corporate or organizations as may from time to time be designated
by or under the authority of the board. Such banking business or any part thereof shall be transacted under such agreements, instructions
and delegations of powers as the board may from time to time prescribe.


 


2.06             Voting
Rights in Other Bodies Corporate. - The signing officers of the Corporation under section 2.04 may execute and deliver proxies
and arrange for the issuance of voting certificates or other evidence of the right to exercise the voting rights attaching to any
securities held by the Corporation. Such instruments shall be in favour of such persons as may be determined by the officer or
officers executing or arranging for the same. In addition, the board may from time to time direct the manner in which and the persons
by whom any particular voting rights or class of voting rights may or shall be exercised.


 


2.07             Divisions.
- The board may cause the business and operations of the Corporation or any part thereof to be divided into one or more divisions
upon such basis, including without limitation types of business or operations, geographical territories, product lines or goods
or services, as may be considered appropriate in each case. In connection with any such division the board or, subject to any direction
by the board, the chief executive officer may authorize from time to time, upon such basis as may be considered appropriate in
each case:


 


		(a)	Subdivision and Consolidation - the further division of the business and operations of
any such division into sub-units and the consolidation of the business and operations of any such divisions and sub-units;



 


		(b)	Name - the designation of any such division or sub-unit by, and the carrying on of the business and operations of any
such division or sub-unit under, a name other than the name of the Corporation; provided that the Corporation shall set out its
name in legible characters in all places required by law; and



 


		(c)	Officers - the appointment
of officers for any such division or sub-unit, the determination of their powers and duties, and the removal of any of such officers
so appointed, provided that any such officers shall not, as such, be officers of the Corporation.



 





 



 






     


     


    

 


SECTION THREE


 


BORROWING AND SECURITY


 


3.01            Borrowing Power.
- Without limiting the borrowing powers of the Corporation as set forth in the Act, but subject to the articles, the board may
from time to time on behalf of the Corporation, without authorization of the shareholders:


 


		(a)	borrow money upon the credit of the Corporation;



 


		(b)	issue, reissue, sell or pledge bonds, debentures, notes or other evidences of indebtedness or
guarantee of the Corporation, whether secured or unsecured;



 


		(c)	give a guarantee on behalf of the Corporation to secure performance of any obligation of any
person; and



 


		(d)	mortgage, hypothecate, pledge or otherwise create a security interest in all or any currently
owned or subsequently acquired real or personal, movable or immovable, property of the Corporation including book debts, rights,
powers, franchises and undertakings, to secure any such bonds, debentures, notes or other evidences of indebtedness or guarantee
or any other present or future indebtedness, liability or obligation of the Corporation.



 


Nothing in this section limits or restricts the borrowing
of money by the Corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Corporation.


 


3.02             Delegation.
- Unless the articles of the Corporation otherwise provide, the board may from time to time delegate to a director, a committee
of the board, or an officer of the Corporation any or all of the powers conferred on the board by section 3.01 to such extent and
in such manner as the board may determine at the time of such delegation.


 





 



 






     


     


    

 


SECTION FOUR


 


DIRECTORS


 


4.01             Number
of Directors. - Until changed in accordance with the Act, the board shall consist of not fewer than the minimum number and
not more than the maximum number of directors provided in the articles.


 


4.02             Qualification.
- No person shall be qualified for election as a director if such person is less than 18 years of age, has been found under the
Substitute Decisions Act (Ontario) or under the Mental Health Act (Ontario) to be incapable of managing property
or who has been found to be incapable by a court in Canada or elsewhere, is not an individual, or has the status of a bankrupt.
A director need not be a shareholder. No election of a person as a director shall be effective unless the person consents in writing
on or within ten days after the date of the election. Subject to the Act, at least 25 per cent of the directors shall be resident
Canadians, or if there are three directors, at least one director shall be a resident Canadian. At least one-third of the directors
shall not be officers or employees of the Corporation or any of its affiliates.


 


4.03             Election and
Term. - Each director named in the articles shall hold office from the date of incorporation until the first meeting of shareholders.
The election of directors shall take place at each annual meeting of shareholders and all the directors then in office shall retire
but, if qualified, shall be eligible for re-election. Subject to the Act, the number of directors to be elected at any such meeting
shall be the number of directors determined from time to time by special resolution or, if the special resolution empowers the
directors to determine the number, by resolution of the board. Where the shareholders adopt an amendment to the articles to increase
the number or maximum number of directors, the shareholders may, at the meeting at which they adopt the amendment, elect the additional
number of directors authorized by the amendment to take office from the effective date of the endorsement of the articles of


amendment with respect thereto. The election shall
be by resolution. If an election of directors is not held at the proper time, the incumbent directors shall continue in office
until their successors are elected.


 


4.04             Removal
of Directors. - Subject to the Act, the shareholders may by ordinary resolution passed at an annual or special meeting of shareholders
remove any director from office and the vacancy created by such removal may be filled by the election of any qualified individual
at the same meeting, failing which it may be filled by the board.


 


4.05             Vacation
of Office. - A director ceases to hold office on death, on removal from office by the shareholders, on ceasing to be qualified
for election as a director, on receipt of a written resignation by the Corporation, or, if a time is specified in such resignation,
at the time so specified, whichever is later. Until the first meeting of shareholders, the resignation of a director named in the
articles shall not be effective unless at the time the resignation is to become effective a successor has been elected.


 






     


     


    

 


4.06             Vacancies.
- Subject to the Act, a quorum of the board may appoint a qualified individual to fill a vacancy in the board.


 


4.07             Action
by the Board. - The board shall manage or supervise the management of the business and affairs of the Corporation. The powers
of the board may be exercised at a meeting (subject to section 4.08) at which a quorum is present or by resolution in writing signed
by all the directors entitled to vote on that resolution at a meeting of the board. Where there is a vacancy in the board, the
remaining directors may exercise all the powers of the board so long as a quorum remains in office.


 


4.08             Meeting
by Telephone. - If all the directors of the Corporation consent thereto generally or if all the directors of the Corporation
present at or participating in the meeting consent, a director may participate in a meeting of the board or of a committee of the
board by means of such telephone, electronic or other communications facilities as permit all persons participating in the meeting
to communicate with each other, simultaneously and instantaneously, and a director participating in such a meeting by such means
is deemed to be present at the meeting. Any such consent shall be effective whether given before or after the meeting to which
it relates and may be given with respect to all meetings of the board and of committees of the board.


 


4.09             Place
of Meetings. - Meetings of the board may be held at any place within or outside Ontario and in any financial year of the Corporation
a majority of the meetings need not be held in Canada.


 


4.10             Calling
of Meetings. - Meetings of the board shall be held from time to time at such time and at such place as the board, the chair
of the board, the chief executive officer or any two directors may determine.


 


4.11             Notice
of Meeting. - Notice of the time and place of each meeting of the board shall be given in the manner provided in Section Eleven
to each director not less than 48 hours before the time when the meeting is to be held. No notice of a meeting shall be necessary
if all the directors in office are present or if those absent waive notice of such meeting, except where a director attends a meeting
for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.
A notice of a meeting of directors need not specify the purpose of or the business to be transacted at the meeting except where
the Act requires such purpose or business or the general nature thereof to be specified.


 


4.12             First
Meeting of New Board. - Provided a quorum of directors is present, each newly elected board may without notice hold its first
meeting immediately following the meeting of shareholders at which such board is elected.


 


4.13             Adjourned
Meeting. - Notice of an adjourned meeting of the board is not required if the time and place of the adjourned meeting is announced
at the original meeting.


 






     


     


    

 


4.14             Regular
Meetings. - The board may appoint a day or days in any month or months for regular meetings of the board at a place and hour
to be named. A copy of any resolution of the board fixing the place and time of such regular meetings shall be sent to each director
forthwith after being passed, but no other notice shall be required for any such regular meeting except where the Act requires
the purpose thereof or the business to be transacted thereat to be specified.


 


4.15             Chair.
- The chair of any meeting of the board shall be the first mentioned of such of the following officers as have been appointed and
who is a director and is present at the meeting: chair of the board, chief executive officer or president. If no such officer is
present, the directors present shall choose one of their number to be chair.


 


4.16             Quorum.
- Subject to section 4.18, the quorum for the transaction of business at any meeting of the board shall be a majority of the number
of directors or minimum number of directors, as the case may be, or such greater number of directors as the board may from time
to time determine. If the Corporation has fewer than three directors, all the directors shall be present to constitute a quorum.


 


4.17             Votes
to Govern. - At all meetings of the board every question shall be decided by a majority of the votes cast on the question.
In case of an equality of votes the chair of the meeting shall not be entitled to a second or casting vote.


 


4.18             Conflict
of Interest. - A director who is a party to, or who is a director or officer of or has a material interest in any person who
is a party to, a material contract or transaction or proposed material contract or transaction with the Corporation shall disclose
to the Corporation the nature and extent of that interest at the time and in the manner provided by the Act. Such a director shall
not attend any part of a meeting of directors during which the contract or transaction is discussed and shall not vote on any resolution
to approve the same except as permitted by the Act. If no quorum exists for the purpose of voting on such a resolution only because
a director is not permitted to be present at the meeting, the remaining directors shall be deemed to constitute a quorum for the
purposes of voting on the resolution. Where all of the directors are required to make a disclosure under this section, the contract
or transaction may only be approved by the shareholders.


 


4.19             Remuneration
and Expenses. - The directors shall be paid such remuneration for their services as the board may from time to time determine.
The directors shall also be entitled to be reimbursed for travelling and other expenses properly incurred by them in attending
meetings of the board or any committee thereof Nothing herein contained shall preclude any director from serving the Corporation
in any other capacity and receiving remuneration therefor.


 





 



 






     


     


    

 


SECTION FIVE


 


COMMITTEES


 


5.01             Committees
of the Board. - The board may appoint from their number one or more committees of the board, however designated, and delegate
to any such committee any of the powers of the board except those which pertain to items which, under the Act, a committee of the
board has no authority to exercise.


 


5.02             Transaction
of Business. - The powers of a committee of the board may be exercised by a meeting at which a quorum is present or by resolution
in writing signed by all members of such committee who would have been entitled to vote on that resolution at a meeting of the
committee. Meetings of such committee may be held at any place in or outside Ontario.


 


5.03             Audit
Committee. - The board shall select annually from among their number an audit committee to be composed of not fewer than three
directors all of whom shall be independent for purposes of applicable securities legislation and policy. The audit committee shall
have the powers and duties provided in the Act.


 


5.04             Advisory
Bodies. - The board may from time to time appoint such advisory bodies as it may deem advisable.


 


5.05             Procedure.
- Unless otherwise determined by the board, each committee and advisory body shall have power to fix its quorum at not less than
a majority of its members, to elect its chair and to regulate its procedure.


 





 



 






     


     


    

 





SECTION SIX


 


OFFICERS


 


6.01             Appointment.
- The board may from time to time appoint a chief executive officer, a president, one or more vice-presidents (to which title may
be added words indicating seniority or function), a secretary, a treasurer and such other officers as the board may determine,
including one or more assistants to any of the officers so appointed. One person may hold more than one office. The board may specify
the duties of and, in accordance with this by-law and subject to the Act, delegate to such officers powers to manage the business
and affairs of the Corporation. Subject to sections 6.02 and 6.03, an officer may but need not be a director.


 


6.02             Chair
of the Board. - The board may from time to time also appoint a chair of the board who shall be a director. If appointed, the
board may assign to the Chair any of the powers and duties that are by any provisions of this by-law assigned to the chief executive
officer or to the president. The Chair shall have such other powers and duties as the board may specify.


 


6.03             Chief
Executive Officer. - The chief executive officer, subject to the authority of the board, shall have general supervision of
the business and affairs of the Corporation and such other powers and duties as the board may specify. During the absence or disability
of the president, or if no president has been appointed, the chief executive officer shall also have the powers and duties of that
office.


 


6.04             President.
- The president, subject to the authority of the board, shall have supervision and management of the day-to-day business of the
Corporation and such other powers and duties as the board may specify. During the absence or disability of the chief executive
officer, or if no chief executive officer has been appointed, the president shall also have the powers and duties of that office.


 


6.05             Vice-Presidents.
- Each vice-president shall have such duties and powers as the board may prescribe. During the absence or disability of the president,
or if no president has been appointed, an executive vice-president, in order of seniority (as determined by the board) shall also
have the powers and duties of that office.


 


6.06             Secretary.
- Unless otherwise determined by the board, the secretary shall be the secretary of all meetings of the board, shareholders and
committees of the board that he or she attends. The secretary shall enter or cause to be entered in records kept for that purpose
minutes of all proceedings at meetings of the board, shareholders and committees of the board, whether or not in attendance at
such meetings. The secretary shall give or cause to be given, as and when instructed, all notices to shareholders, directors, officers,
auditors and members of committees of the board. The secretary shall be the custodian of the stamp or mechanical device generally
used for affixing the corporate seal of the Corporation and of all books, records and instruments belonging to the Corporation,
except when some other officer or agent has been appointed for that purpose, and have such other powers and duties as otherwise
may be specified.


 






     


     


    

 


6.07             Treasurer. - The treasurer shall keep
proper accounting records in compliance with the Act and shall be responsible for the deposit of money, the safekeeping of securities
and the disbursement of the funds of the Corporation. The treasurer shall render to the board whenever required an account of
all transactions as treasurer and of the financial position of the Corporation and shall have such other powers and duties as
otherwise may be specified.


 


6.08             Powers and Duties of Officers. - The powers and
duties of all officers shall be such as the terms of their engagement call for or as the board or (except for those whose powers
and duties are to be specified only by the board) the chief executive officer may specify. The board and (except as aforesaid)
the chief executive officer may, from time to time and subject to the provisions of the Act, vary, add to or limit the powers
and duties of any officer. Any of the powers and duties of an officer to whom an assistant has been appointed may be exercised
and performed by such assistant, unless the board or the chief executive officer otherwise directs.


 


6.09             Term of Office. - The board, in its discretion,
may remove any officer of the Corporation. Otherwise each officer appointed by the board shall hold office until his successor
is appointed or until the officer resigns.


 


6.10             Agents and Attorneys. - The Corporation, by or under
the authority of the board, shall have power from time to time to appoint agents or attorneys for the Corporation in or outside
Canada with such powers (including the power to subdelegate) of management, administration or otherwise as may be thought fit.


 


6.11             Conflict of Interest. - An officer shall disclose
any interest in a material contract or transaction or proposed material contract or transaction with the Corporation in accordance
with section 4.18.


 





 



 






     


     


    

 


SECTION SEVEN


 


PROTECTION OF DIRECTORS, OFFICERS AND OTHERS


 


7.01             Limitation
of Liability. - All directors and officers of the Corporation in exercising their powers and discharging their duties to the
Corporation shall act honestly and in good faith with a view to the best interests of the Corporation and exercise the care, diligence
and skill that a reasonably prudent person would exercise in comparable circumstances. Subject to the foregoing, no director or
officer shall be liable for the acts, omissions, failures, neglects or defaults of any other director, officer or employee, or
for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired
for or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which any of the moneys
of the Corporation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any
person with whom any of the moneys, securities or effects of the Corporation shall be deposited, or for any loss occasioned by
any error of judgment or oversight on the part of such director or officer, or for any other loss, damage or misfortune which shall
happen in the execution of the duties of office or in relation thereto; provided that nothing herein shall relieve any director
or officer from the duty to act in accordance with the Act and the regulations thereunder or from liability for any breach thereof.


 


7.02             Indemnity.


 


(1)       Subject to the
Act and to section 7.02(2), the Corporation shall:


 


		(a)	indemnify any individual who is or was a director or officer of the Corporation and any individual
who acts or acted at the Corporation's request as a director or officer (or any individual acting in a similar capacity) of another
entity, against all costs, charges and expenses, including, without limitation, an amount paid to settle an action or satisfy a
judgment, reasonably incurred by any such individual in respect of any civil, criminal, administrative, investigative or other
proceeding in which such individual is involved because of that association with the Corporation or other entity; and



 


		(b)	advance moneys to a director, officer or other individual for the costs, charges, and expenses
of a proceeding referred to in section 7.02(1)(a). The individual shall repay the moneys if such individual does not fulfil the
conditions of section 7.02(2).



 


(2)       The Corporation
shall not indemnify an individual under section 7.02(1) unless such individual:


 


		(a)	acted honestly and in good faith with a view to the best
interests of the Corporation or, as the case may be, to the best interests of the other entity for which such individual acted
as a director or officer (or in a similar capacity) at the Corporation's request; and



 


		(b)	in the case of a criminal or administrative action or proceeding that is enforced by a monetary
penalty, had reasonable grounds for believing that such individual's conduct was lawful.



 


(3)       The Corporation
shall also indemnify any individuals referred to in section 7.02(1)(a) in such other circumstances as the Act or law permits or
requires. Nothing in this by-law shall limit the right of any individual entitled to indemnity to claim indemnity apart from the
provisions of this by-law.


 


7.03             Insurance. - Subject to the Act, the Corporation
may purchase and maintain such insurance for the benefit of any individual referred to in section 7.02 hereof as the board may
from time to time determine.


 





 



 






     


     


    

 





SECTION EIGHT


 


SHARES


 


8.01             Allotment
of Shares. - Subject to the Act and the articles, the board may from time to time allot or grant options to purchase the whole
or any part of the authorized and unissued shares of the Corporation at such times and to such persons and for such consideration
as the board shall determine, provided that no share shall be issued until it is fully paid as provided by the Act.


 


8.02             Commissions.
- The board may from time to time authorize the Corporation to pay a reasonable commission to any person in consideration of such
person purchasing or agreeing to purchase shares of the Corporation, whether from the Corporation or from any other person, or
procuring or agreeing to procure purchasers for any such shares.


 


8.03             Registration
of Transfers. - Subject to the Act, no transfer of a share shall be registered in a securities register except upon presentation
of the certificate representing such share with an endorsement which complies with the Act made thereon or delivered therewith
duly executed by an appropriate person as provided by the Act, together with such reasonable assurance that the endorsement is
genuine and effective as the board may from time to time prescribe, upon payment of all applicable taxes and any reasonable fees
prescribed by the board, upon compliance with such restrictions on issue, transfer or ownership as are authorized by the articles.


 


8.04             Non-recognition
of Trusts. - Subject to the Act, the Corporation may treat the registered holder of any share as the person exclusively entitled
to vote, to receive notices, to receive any dividend or other payment in respect of the share, and otherwise to exercise all the
rights and powers of an owner of the share.


 


8.05             Share
Certificates. - Every holder of one or more shares of the Corporation shall be entitled, at the holder's option, to a share
certificate, or to a non-transferable written certificate of acknowledgement of such right to obtain a share certificate, stating
the number and class or series of shares held by such holder as shown on the securities register. Such certificates shall be in
such form as the board may from time to time approve. Any such certificate shall be signed in accordance with section 2.04 and
need not be under the corporate seal. Notwithstanding the foregoing, unless the board otherwise determines, certificates in respect
of which a registrar, transfer agent, branch transfer agent or issuing or other authenticating agent has been appointed shall not
be valid unless countersigned by or on behalf of such registrar, transfer agent, branch transfer agent or issuing or other authenticating
agent. The signature of one or more of the signing officers under section 2.04 may be printed or otherwise mechanically reproduced
thereon. Every such printed or mechanically reproduced signature shall for all purposes be deemed to be the signature of the officer
whose signature it reproduces and shall be binding upon the Corporation. A certificate executed as aforesaid shall be valid notwithstanding
that one or more of the officers whose printed or mechanically reproduced signature appears thereon no longer holds office at the
date of issue of the certificate.


 






     


     


    

 


8.06             Replacement
of Share Certificates. - The board or any officer or agent designated by the board may direct the issue of a new share or other
such certificate in lieu of and upon cancellation of a certificate that has been mutilated or in substitution for a certificate
claimed to have been lost, apparently destroyed or wrongfully taken on payment of such reasonable fee and on such terms as to indemnity,
reimbursement of expenses and evidence of loss and of title as the board may from time to time prescribe, whether generally or
in any particular case.


 


8.07             Joint
Shareholders. - If two or more persons are registered as joint holders of any share, the Corporation shall not be bound to
issue more than one certificate in respect thereof, and delivery of such certificate to one of such persons shall be sufficient
delivery to all of them. Any one of such persons may give effectual receipts for the certificate issued in respect thereof or for
any dividend, bonus, return of capital or other money payable or warrant issuable in respect of such share.


 


8.08             Deceased Shareholders.
- In the event of the death of a holder, or of one of the joint holders, of any share, the Corporation shall not be required to
make any entry in the securities register in respect thereof or to make any dividend or other payments in respect thereof except
upon production of all such documents as may be required by law and upon compliance with the reasonable requirements of the Corporation
and its transfer agents.


 


8.09             Transfer Agents and Registrars. - The Corporation
may from time to time, in respect of each class of securities issued by it, appoint a trustee, transfer or other agent to keep
the securities register and the register of transfers and a registrar, trustee or agent to maintain a record of issued security
certificates and may appoint one or more persons or agents to keep branch registers, and, subject to the Act, one person may be
appointed to keep the securities register, register of transfers and the records of issued security certificates. Such appointment
may be terminated at any time by the board.


 





 



 






     


     


    

 


SECTION NINE


 


DIVIDENDS AND RIGHTS


 


9.01             Dividends.
- Subject to the Act, the articles and any unanimous shareholder agreement, the board may from time to time declare dividends payable
to the shareholders according to their respective rights and interests in the Corporation. Dividends may be paid in money or property
or by issuing fully paid shares of the Corporation or options or rights to acquire fully paid shares of the Corporation. Any dividend
unclaimed after a period of six years from the date on which the same has been declared to be payable shall be forfeited and shall
revert to the Corporation.


 


9.02             Dividend
Cheques. - A dividend payable in money shall be paid by cheque to the order of each registered holder of shares of the class
or series in respect of which it has been declared and mailed by prepaid ordinary mail to such registered holder at the holder's
recorded address, unless such holder otherwise directs. In the case of joint holders the cheque shall, unless such joint holders
otherwise direct, be made payable to the order of all of such joint holders and mailed to them at their recorded address. The mailing
of such cheque as aforesaid, unless the same is not paid on due presentation, shall satisfy and discharge the liability for the
dividend to the extent of the sum represented thereby plus the amount of any tax which the Corporation is required to and does
withhold. In the event of non-receipt of any dividend cheque by the person to whom it is sent as aforesaid, the Corporation shall
issue to such person a replacement cheque for a like amount on such terms as to indemnity, reimbursement of expenses and evidence
of non-receipt and of title as the board may from time to time prescribe, whether generally or in any particular case. A dividend
payable in money to a registered holder may, at the option of the Corporation, be paid upon the request of such holder by depositing
the amount of such dividend in, or causing such amount to be credited to, an account designated by such holder and maintained at
a bank, trust company, firm or body corporate approved by the Corporation.


 


9.03            Record
Date for Dividends and Rights. - The board may fix in advance a date, preceding by not more than 50 days the date for the payment
of any dividend or the date for the issue of any warrant or other evidence of the right to subscribe for securities of the Corporation,
as a record date for the determination of the persons entitled to receive payment of such dividend or to exercise the right to
subscribe for such securities, and notice of any such record date shall be given not less than seven days before such record date
in the manner provided by the Act. If no record date is so fixed, the record date for the determination of the persons entitled
to receive payment of any dividend or to exercise the right to subscribe for securities of the Corporation shall be at the close
of business on the day on which the resolution relating to such dividend or right to subscribe is passed by the board.


 





 



 






     


     


    

 


SECTION TEN


 


MEETINGS OF SHAREHOLDERS


 


10.01           Annual Meetings.
- The annual meeting of shareholders shall be held at such time in each year and, subject to section 10.03, at such place as the
board or the chair of the board may from time to time determine, for the purpose of placing before the shareholders the financial
statements and reports required by the Act to be placed before the annual meeting, electing directors, appointing auditors and
for the transaction of such other business as may properly be brought before the meeting.


 


10.02           Special
Meetings. - The board, the chair of the board, the chief executive officer or the president shall have power to call a special
meeting of shareholders at any time.


 


10.03           Meetings
by Electronic Means. - A meeting of the shareholders may be held by telephonic or electronic means and a shareholder who, through
those means, votes at the meeting or establishes a communications link to the meeting shall be deemed for the purposes of the Act
to be present at the meeting.


 


10.04           Place
of Meetings. - Subject to the articles and any unanimous shareholder agreement meetings of shareholders of the Corporation
shall be held at such place in or outside Ontario as the directors determine or, in the absence of such a determination, at the
place where the registered office of the Corporation is located. A meeting held under Section 10.03 shall be deemed to be held
at the place where the registered office of the Corporation is located.


 


10.05           Notice
of Meetings. - Notice of the time and place of each meeting of shareholders shall be given in the manner provided in Section
Eleven not less than 21 nor more than 50 days before the date of the meeting to each director, to the auditor, and to each shareholder
who at the close of business on the record date for notice is entered in the securities register as the holder of one or more shares
carrying the right to vote at the meeting. Notice of a meeting of shareholders called for any purpose other than consideration
of the minutes of an earlier meeting, financial statements and auditor's report, election of directors and reappointment of the
incumbent auditor shall state the nature of such business in sufficient detail to permit the shareholder to form a reasoned judgment
thereon and shall state the text of any special resolution or by-law to be submitted to the meeting.


 


10.06           List
of Shareholders Entitled to Notice. - For every meeting of shareholders, the Corporation shall prepare a list of
shareholders entitled to receive notice of the meeting, arranged in alphabetical order and showing the number of shares held
by each shareholder entitled to vote at the meeting. If a record date for the meeting is fixed pursuant to section 10.07, the
shareholders listed shall be those registered at the close of business on such record date. If no record date is fixed, the
shareholders listed shall be those registered at the close of business on the day immediately preceding the day on which
notice of the meeting is given or, where no such notice is given, on the day on which the meeting is held. The list shall be
available for examination by any shareholder during usual business hours at the registered office of the Corporation or at
the place where the central securities register is maintained and at the meeting for which the list was prepared. Where a
separate list of shareholders has not been prepared, the names of persons appearing in the securities register at the
requisite time as the holder of one or more shares carrying the right to vote at such meeting shall be deemed to be a list of
shareholders.


 






     


     


    

 


10.07           Record
Date for Notice. - The board may fix in advance a date, preceding the date of any meeting of shareholders by not more than
60 days and not less than 30 days, as a record date for the determination of the shareholders entitled to notice of the meeting,
and notice of any such record date shall be given not less than seven days before such record date, by newspaper advertisement
in the manner provided in the Act and by written notice to each stock exchange in Canada on which the shares of the Corporation
are listed for trading. If no such record date is so fixed, the record date for the determination of the shareholders entitled
to receive notice of the meeting shall be at the close of business on the day immediately preceding the day on which the notice
is given or, if no notice is given, shall be the day on which the meeting is held.


 


10.08           Meetings
Without Notice. - A meeting of shareholders may be held without notice at any time and place permitted by the Act (a) if all
the shareholders entitled to vote thereat are present in person or duly represented or if those not present or represented waive
notice of or otherwise consent to such meeting being held, and (b) if the auditors and the directors are present or waive notice
of or otherwise consent to such meeting being held; so long as such shareholders, auditors or directors present are not attending
for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.
At such a meeting any business may be transacted which the Corporation at a meeting of shareholders may transact.


 


10.09           Chair,
Secretary and Scrutineers. - Unless the board otherwise determines, the chair of any meeting of shareholders shall be the first
mentioned of such of the following officers as have been appointed and who is present at the meeting: chief executive officer,
president, chair of the board, or a vice-president who is a shareholder. If no such officer is present within 15 minutes from the
time fixed for holding the meeting, the persons present and entitled to vote shall choose one of their number to be chair. If the
secretary of the Corporation is absent, the chair shall appoint some person, who need not be a shareholder, to act as secretary
of the meeting. If desired, one or more scrutineers, who need not be shareholders, may be appointed by a resolution or by the chair
with the consent of the meeting.


 


10.10           Persons
Entitled to be Present. - The only persons entitled to be present at a meeting of shareholders shall be those entitled to vote
thereat, the directors and auditor of the Corporation and others who, although not entitled to vote, are entitled or required under
any provision of the Act or the articles or by-laws to be present at the meeting. Any other person may be admitted only on the
invitation of the chair of the meeting or with the consent of the meeting.


 






     


     


    

 


10.11           Quorum.
- A quorum for the transaction of business at any meeting of shareholders shall be two persons present in person, each being a
shareholder entitled to vote thereat or a duly appointed proxyholder or representative for a shareholder so entitled, and holding
or representing in the aggregate not less than five per cent (5%) of the outstanding shares of the Corporation entitled to vote
at the meeting. If a quorum is present at the opening of any meeting of shareholders, the shareholder or shareholders present or
represented may proceed with the business of the meeting notwithstanding that a quorum is not present throughout the meeting. If
a quorum is not present at the time appointed for the meeting or within a reasonable time thereafter as the shareholders may determine,
the shareholders present or represented may adjourn the meeting to a fixed time and place but may not transact any other business.


 


10.12           Right
to Vote. - Every person named in the list referred to in section 10.06 shall be entitled to vote the shares shown thereon opposite
such person's name at the meeting to which such list relates.


 


10.13           Proxyholders
and Representatives. - Every shareholder entitled to vote at a meeting of shareholders may appoint a proxyholder, or one or
more alternate proxyholders, as nominee of such shareholder to attend and act at the meeting in the manner and to the extent authorized
and with the authority conferred by the proxy. A proxy must be signed in writing or by electronic signature by the shareholder
or an attorney who is authorized by a document that is signed in writing or by electronic signature or, if the shareholder is a
body corporate, by an officer or attorney of the body corporate duly authorized and shall conform with the requirements of the
Act. Alternatively, every such shareholder which is a body corporate or association may authorize by resolution of its directors
or governing body an individual to represent it at a meeting of shareholders of the Corporation and such individual may exercise
on the shareholder's behalf all the powers it could exercise if it were an individual shareholder. The authority of such an individual
shall be established by depositing with the Corporation a certified copy of such resolution, or in such other manner as may be
satisfactory to the secretary of the Corporation or the chair of the meeting. Any such proxyholder or representative need not be
a shareholder. A proxy ceases to be valid one year from its date.


 


10.14           Time
for Deposit of Proxies. - The board may fix a time not exceeding 48 hours, excluding Saturdays and holidays, preceding any
meeting or adjourned meeting of shareholders before which time proxies to be used at the meeting must be deposited with the Corporation
or an agent thereof, and any period of time so fixed shall be specified in the notice calling the meeting. A proxy shall be acted
upon only if, prior to the time so specified, it shall have been deposited with the Corporation or an agent thereof specified in
such notice or if, no such time having been specified in such notice, it has been received by the secretary of the Corporation
or by the chair of the meeting or any adjournment thereof prior to the time of voting.


 


10.15           Joint
Shareholders. - If two or more persons hold shares jointly, any one of them present in person or duly represented at a meeting
of shareholders may, in the absence of the other or others, vote the shares; but if two or more of those persons are present in
person or represented and vote, they shall vote as one the shares jointly held by them.


 






     


     


    

 


10.16           Votes to Govern. - At any meeting of shareholders
every question shall, unless otherwise required by the articles or by-laws or by law, be determined by a majority of the votes
cast on the question. In case of an equality of votes either upon a show of hands or upon a poll, the chair of the meeting shall
not be entitled to a second or casting vote.


 


10.17           Show of Hands. - Subject to the Act, any question
at a meeting of shareholders shall be decided by a show of hands, unless a ballot thereon is required or demanded as hereinafter
provided, and upon a show of hands every person who is present and entitled to vote shall have one vote. Whenever a vote by show
of hands shall have been taken Upon a question, unless a ballot thereon is so required or demanded, a declaration by the chair
of the meeting that the vote upon the question has been carried or carried by a particular majority or not carried and an entry
to that effect in the minutes of the meeting shall be prima facie evidence of the fact without proof of the number or proportion
of the votes recorded in favour of or against any resolution or other proceeding in respect of the said question, and the result
of the vote so taken shall be the decision of the shareholders upon the said question.


 


10.18           Ballots. - On any question
proposed for consideration at a meeting of shareholders, and whether or not a show of hands has been taken thereon, the chair
may require a ballot or any person who is present and entitled to vote on such question at the meeting may demand a ballot. A
ballot so required or demanded shall be taken in such manner as the chair shall direct. A requirement or demand for a ballot
may be withdrawn at any time prior to the taking of the ballot. If a ballot is taken each person present shall be entitled,
in respect of the shares which such person is entitled to vote at the meeting upon the question, to that number of votes
provided by the Act or the articles, and the result of the ballot so taken shall be the decision of the shareholders upon the
said question.


 


10.19           Adjournment. - The chair at a meeting of shareholders
may, with the consent of the meeting and subject to such conditions as the meeting may decide, adjourn the meeting from time to
time and from place to place. If a meeting of shareholders is adjourned for less than 30 days, it shall not be necessary to give
notice of the adjourned meeting, other than by announcement at the earliest meeting that is adjourned. Subject to the Act, if
a meeting of shareholders is adjourned by one or more adjournments for an aggregate of 30 days or more, notice of the adjourned
meeting shall be given as for an original meeting.


 





 



 






     


     


    

 


SECTION ELEVEN


 


NOTICES


 


11.01           Method of
Giving Notices. - Any notice (which term includes any communication or document) to be given (which term includes sent, delivered
or served) pursuant to the Act, the regulations thereunder, the articles, the by-laws or otherwise to a shareholder, director,
officer, auditor or member of a committee of the board shall be sufficiently given if delivered personally to the person to whom
it is to be given, if mailed to such person at the person's recorded address by prepaid mail, or if transmitted by telephone facsimile
or other electronic means in accordance with the Electronic Commerce Act (Ontario). A notice so delivered shall be deemed
to have been given when it is delivered personally or to the recorded address as aforesaid; a notice so mailed shall be deemed
to have been given when deposited in a post office or public letter box; and a notice so sent by any means of transmitted or recorded
communication shall be deemed to have been given when dispatched or delivered by dispatch. A notice so delivered shall be deemed
to have been received when it is delivered personally, a notice so mailed shall be deemed to have been received on the fifth day
after it is deposited in a post office or public letter box, and a notice so transmitted shall be deemed to have been received
on the day it is transmitted. The secretary may change or cause to be changed the recorded address of any shareholder, director,
officer, auditor or member of a committee of the board in accordance with any information believed by the secretary to be reliable.


 


11.02           Notice
to Joint Shareholders. - If two or more persons are registered as joint holders of any share, any notice may be addressed to
all such joint holders, but notice addressed to one of such persons shall be sufficient notice to all of them.


 


11.03           Computation
of Time. - In computing the date when notice must be given under any provision requiring a specified number of days' notice
of any meeting or other event, the day of giving the notice shall be excluded and the day of the meeting or other event shall be


excluded.


 


11.04           Undelivered
Notices. - If any notice given to a shareholder pursuant to section 11.01 is returned on three consecutive occasions because
the shareholder cannot be found, the Corporation shall not be required to give any further notices to such shareholder until informed
in writing by the shareholder of a new address.


 


11.05           Omissions
and Errors. - The accidental omission to give any notice to any shareholder, director, officer, auditor or member of a committee
of the board or the non-receipt of any notice by any such person or any error in any notice not affecting the substance thereof
shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.


 


11.06           Persons
Entitled by Death or Operation of Law. - Every person who, by operation of law, transfer, death of a shareholder or any
other means whatsoever, shall become entitled to any share, shall be bound by every notice in respect of such share which
shall have been duly given to the shareholder from whom such person derives title to such share prior to the name and address
of such person being entered on the securities register (whether such notice was given before or after the happening of the
event upon which such person became so entitled) and prior to such person furnishing to the Corporation the proof of
authority or evidence of entitlement prescribed by the Act.


 


11.07           Waiver
of Notice. - Any shareholder, proxyholder or other person entitled to attend a meeting of shareholders, director, officer,
auditor or member of a committee of the board may at any time waive any notice, or waive or abridge the time for any notice, required
to be given to him under the Act, the regulations thereunder, the articles, the by-laws or otherwise, and such waiver or abridgement,
whether given before or after the meeting or other event of which notice is required to be given, shall cure any default in the
giving or in the time of such notice, as the case may be. Any such waiver or abridgement shall be in writing and may be sent by
electronic means in accordance with the Electronic Commerce Act (Ontario), except a waiver of notice of a meeting of shareholders
or of the board or a committee of the board which may be given in any manner.


 


11.08           Interpretation. -
In this by-law, "recorded address" means in the case of a shareholder the address as recorded in the
securities register; and in the case of joint shareholders the address appearing in the securities register in respect of
such joint holding or the first address so appearing if there are more than one; in the case of an officer, auditor or member
of a committee of the board, the latest address as recorded in the records of the Corporation; and in the case of a director,
the latest address as shown in the records of the corporation or in the most recent notice filed under the Corporations
Information Act (Ontario), whichever is the more current.


 





 



 






     


     


    

 


SECTION TWELVE


 


EFFECTIVE DATE


 


12.01           Effective
Date. - This by-law shall come into force when made by the board in accordance with the Act.


 





 



 


The foregoing by-law was made by the sole director
of the Corporation on the 29th day of December, 2008,
and was confirmed without variation by the shareholder of the Corporation on the 29th
day of December, 2008.


 


	 	 	 
		 	Secretary



 






     


     


    

 


BY-LAW NO. 2


 


of


 


CI FINANCIAL CORP.


 


BE IT ENACTED AND IT IS HEREBY ENACTED
as a by-law of CI Financial Corp. (hereinafter called the “Corporation”) as follows:


 


		1)	By-Law No. 1 of the by-laws of the Corporation is hereby amended by deleting Section 10, Subsection
10.11 of By-Law No. 1 — Meetings of Shareholders — Quorum in its entirety and replacing Section 10, Subsection
10.11— Meetings of Shareholders — Quorum with the following :



 


“10.11      Quorum. — A quorum
for the transaction of business at any meeting of shareholders shall be at least 2 persons present (in person or by proxy),
each being a shareholder entitled to vote thereat or a duly appointed proxyholder or representative for a shareholder so
entitled, and holding or representing in the aggregate not less than twenty-five percent (25%) of the outstanding shares of
the Corporation entitled to vote at the meeting. If a quorum is present at the opening of any meeting of shareholders, the
shareholder or shareholders present or represented may proceed with the business of the meeting notwithstanding that a quorum
is not present throughout the meeting. If a quorum is not present at the time appointed for the meeting or within a
reasonable time thereafter as the shareholders may determine, the shareholders present or represented may adjourn the meeting
to a fixed time and place but may not transact any other business.”


 


		2)	By-Law No. 1, as amended from time to time, of the by-laws of the Corporation and this By-Law No.
2 shall be read together and shall have effect, so far as practicable, as though all the provisions thereof were contained in one
by-law of the Corporation. All terms contained in this by-law which are defined in By-Law No. 1, as amended from time to time,
of the by-laws of the Corporation shall, for all purposes hereof, have the meanings given to such terms in the said by-law, unless
expressly stated otherwise or the context otherwise requires.



 


This by-law shall come into force upon being passed by the Board.