UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. Two )*
FAIRFAX FINANCIAL HOLDINGS LTD
(Name of Issuer)
COMMON SHARES
(Title of Class of Securities)
303901102
(CUSIP Number)
October 31, 2008
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays a
currently valid OMB control number.
CUSIP No. 303901102 Schedule 13G Page 2 of 5
1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Mackenzie Financial Corporation
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
3. SEC Use Only
4. Citizenship or Place of Organization
Toronto, Ontario, Canada
Number of Shares Beneficially Owned by Each Reporting Person With:
5. Sole Voting Power
1,389,081 shares
6. Shared Voting Power
Nil
7. Sole Dispositive Power
1,389,081 shares
8. Shared Dispositive Power
Nil
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,389,081 shares
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
N/A
11. Percent of Class Represented by Amount in Row (9)
8.23%
12. Type of Reporting Person (See Instructions)
IA
Item 1. Schedule 13G Page 3 of 5
(a) Name of Issuer
Fairfax Financial Holdings Ltd.
(b) Address of Issuer's Principal Executive Offices
95 Wellington Street West
Suite 800
Toronto, ON M5J 2N7
Canada
Item 2.
(a) Name of Person Filing
Mackenzie Financial Corporation
(b) Address of Principal Business Office or, if none, Residence
180 Queen Street West, Toronto, ON M5V 3K1 Canada
(c) Citizenship
Organized in Toronto, Ontario, Canada
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
303901102
Item 3. If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b),
or (c) check whether the person filing is a(n):
(a) [ ] Broker or dealer registered under section 15 of the Act (15
U.S.C.78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance Company as defined in section 3(a)(19) of the Act
(15 U.S.C.78c).
(d) [ ] Investment Company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [X] investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
(f) [ ] employee benefit plan or endowment fund in accordance with
240.13d-1(b)(1)(ii)(F);
(g) [ ] parent holding company or control person in accordance with
240.13d-1(b)(1)(ii)(G);
(h) [ ] savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
Schedule 13G Page 4 of 5
(i) [ ] church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 1,389,081.
(b) Percent of Class: 8.23%.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote - 1,389,081.
(ii) Shared power to vote or to direct the vote - NIL.
(iii) Sole power to dispose or to direct the disposition of -
1,389,081.
(iv) Shared power to dispose or to direct the disposition of -
NIL.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person
N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
N/A
Item 8. Identification and Classification of Members of the Group
N/A
Item 9. Notice of Dissolution of Group
N/A
Schedule 13G Page 5 of 5
Item 10. Certification
(a) The following certification shall be included if the statement is filed
pursuant to 240.13d-1(b):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that
purpose or effect.
(b) The following certification shall be included if the statement is filed
pursuant to 240.13d-1(c):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
November 10, 2008
Date
Signature
D. Lynn Vickers
Vice-President,
Chief Compliance Officer
Name/Title
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative other
than an executive officer or general partner of the filing person,
evidence of the representative's authority to sign on behalf of such
person shall be filed with the statement, provided, however, that a power
of attorney for this purpose which is already on file with the Commission
may be incorporated by reference. The name and any title of each person
who signs the statement shall be typed or printed beneath his signature.