Headnote
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – Relief granted from restrictions and requirements in subsection 2.1(1) and paragraphs 2.2(1)(a), 2.5(2)(a) and 2.5(2)(c) of NI 81-102 Mutual Funds. Exemption will permit certain mutual funds to continue to purchase and hold securities of certain related underlying funds after these underlying funds cease to offer their securities under a simplified prospectus – The underlying funds remain reporting issuers and subject to all Mutual Fund Instruments.
Applicable Legislative Provisions
National Instrument 81-102 Mutual Funds, subsection 2.1(1), paragraphs 2.2(1)(a), 2.5(2)(a), 2.5(2)(c) and section 19.1
July 10, 2008
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
ONTARIO (the Jurisdiction)
and
IN THE MATTER OF
THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS
and
IN THE MATTER OF
CI INVESTMENTS INC. (The Filer)
and
CI SHORT-TERM ADVANTAGE CORPORATE CLASS
SELECT 100I MANAGED PORTFOLIO CORPORATE CLASS
SELECT 80I20E MANAGED PORTFOLIO CORPORATE CLASS
SELECT 70I30E MANAGED PORTFOLIO CORPORATE CLASS
SELECT 60I40E MANAGED PORTFOLIO CORPORATE CLASS
SELECT 50I50E MANAGED PORTFOLIO CORPORATE CLASS
SELECT 40I60E MANAGED PORTFOLIO CORPORATE CLASS
SELECT 30I70E MANAGED PORTFOLIO CORPORATE CLASS
SELECT 20I80E MANAGED PORTFOLIO CORPORATE CLASS
SELECT 100E MANAGED PORTFOLIO CORPORATE CLASS
(the Funds)
Decision
Background
The principal regulator in the Jurisdiction has received an application from the Filer for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) exempting the Funds from:
(i) the prohibition contained in paragraph 2.1(1) of National Instrument 81-102 Mutual Funds (NI 81-102) against a mutual fund purchasing a security of an issuer, or entering into a specified derivatives transaction, if, immediately after the transaction, more than 10 percent of the net assets of the mutual fund, taken at market value at the time of the transaction, would be invested in securities of any issuer;
(ii) the prohibition contained in paragraph 2.2(1)(a) of NI 81-102 against a mutual fund purchasing a security of an issuer if, immediately after the purchase, the mutual fund would hold securities representing more than 10 percent of (i) the votes attaching to the outstanding voting securities of that issuer or (ii) the outstanding equity securities of that issuer;
(iii) the prohibition contained in paragraph 2.5(2)(a) of NI 81-102 against a mutual fund purchasing or holding securities of another mutual fund that is not subject to the requirements of National Instrument 81-101 Mutual Fund Distributions; and
(iv) the prohibition contained in paragraph 2.5(2)(c) of NI 81-102 against a mutual fund purchasing or holding securities of another mutual fund where those securities are not qualified for distribution in the local jurisdiction.
(collectively, the Requested Relief).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions:
(a) the Ontario Securities Commission is the principal regulator for this application, and
(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, Nova Scotia, New Brunswick, Prince Edward Island, Newfoundland and Labrador, Northwest Territories, the Yukon Territory and Nunavut Territory, where applicable.
Interpretation
Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.
Representations
This Decision is based on the following facts represented by the Filer:
The Funds
1Each Fund is an open-ended mutual fund which currently distributes its securities in each province and territory of Canada pursuant to a simplified prospectus and annual information form. Each Fund is a reporting issuer (or the equivalent) under the securities legislation of each province and territory of Canada and is not in default of securities legislation in any province or territory of Canada.
2The investment objective of CI Short-Term Advantage Corporate Class is to achieve tax-efficient returns that are similar to those of money market instruments in Canada and other developed countries while preserving capital. In order to achieve its objective, this Fund invests primarily in equity securities of Canadian issuers (the Canadian Equity Portfolio). This Fund also enters into one or more specified derivatives to effectively replace the risks and returns of its Canadian Equity Portfolio with returns based on the returns of CI Short-Term Advantage Trust. Since the underlying interest of the specified derivatives is securities of CI Short-Term Advantage Trust, this Fund is deemed by section 2.5(1)(b) of NI 81-102 to be holding securities of CI Short-Term Advantage Trust for purposes of section 2.5 of NI 81-102.
3The investment objectives of each of the other Funds (each a Portfolio Fund and, collectively, the Portfolio Funds) includes the ability to invest in securities of other mutual funds. Each Portfolio Fund currently invests its assets in securities of a combination of Select Income Managed Fund, Select Canadian Equity Managed Fund, Select U.S. Equity Managed Fund and Select International Equity Managed Fund (together with CI Short-Term Advantage Trust, the Reference Funds and, individually, a Reference Fund).
The Reference Funds
4Each Reference Fund is an open-ended mutual fund which currently distributes its securities only to accredited investors as defined in National Instrument 45-106 – Prospectus Exempt Distributions in each province and territory of Canada pursuant to a simplified prospectus and annual information form (a Reference Fund Prospectus). Each Reference Fund is a reporting issuer (or the equivalent) under the securities legislation of each province and territory of Canada and is subject to the requirements of NI 81-102, National Instrument 81-106 – Investment Fund Continuous Disclosure (NI 81-106) and National Instrument 81-107 – Independent Review Committee for Investment Funds (the Mutual Fund Instruments), except to the extent that it may be granted discretionary relief from any such requirements.
5After a Reference Fund Prospectus lapses, each Reference Fund intends to continue distributing its securities only on a basis which is exempt from the prospectus requirements in Canadian securities legislation.
6After a Reference Fund discontinues distributing its securities under a simplified prospectus, each Fund will no longer be permitted to purchase or hold a security of the Reference Fund.
7After a Reference Fund discontinues distributing its securities under a simplified prospectus, each Reference Fund will remain a reporting issuer subject to the Mutual Fund Instruments.
8Material information concerning each Reference Fund will be readily available to investors on the internet through the continuous disclosure documents filed by the Reference Fund and/or posted on the Filer’s website as required by NI 81-106.
Decision
The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.
The decision of the principal regulator under the Legislation is that the Requested Relief is granted to permit the Funds to purchase or hold securities of the Reference Funds provided that the Reference Funds remain reporting issuers that are subject to the Mutual Fund Instruments in all jurisdictions in which the securities of the Funds are distributed.
“Darren McKall”
Darren McKall
Assistant Manager, Investment Funds
Ontario Securities Commission
SEDAR #1274095
Headnote
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – Relief granted from restrictions and requirements in subsection 2.1(1) and paragraphs 2.2(1)(a), 2.5(2)(a) and 2.5(2)(c) of NI 81-102 Mutual Funds. Exemption will permit certain mutual funds to continue to purchase and hold securities of certain related underlying funds after these underlying funds cease to offer their securities under a simplified prospectus – The underlying funds remain reporting issuers and subject to all Mutual Fund Instruments.
Applicable Legislative Provisions
National Instrument 81-102 Mutual Funds, subsection 2.1(1), paragraphs 2.2(1)(a), 2.5(2)(a), 2.5(2)(c) and section 19.1