Headnote National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – Relief granted from requirements of paragraphs 2.1(1), 2.2(1)(a), 2.5(2)(a) and (c) of NI 81-102 to 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 – underlying funds will remain reporting issuers in the same jurisdictions as the top mutual funds after their respective prospectus lapses and continue to be subject to the requirements of NI 81-102, NI 81-106 and NI 81-107.
Applicable Legislative Provisions
National Instrument 81-102 Mutual Funds, subsections 2.1(1), paragraphs 2.2(1)(a), 2.5(2)(a), 2.5(2)(c) and section 19.1.
January 17, 2012
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
the Funds and the Reference Funds
(as each is defined in Schedule “A”)
Decision
Background
The principal regulator in the Jurisdiction has received an application (the Application) from the Filer on behalf of each of the Funds and Reference Funds, of which the Filer is the manager and to which National Instrument 81-102 – Mutual Funds (NI 81-102) applies, for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) exempting the Funds from the requirements of subsection 2.1(1) and paragraphs 2.2(1)(a), 2.5(2)(a) and 2.5(2)(c) of NI 81-102 (collectively, the Requested Relief) to permit each Fund to invest in units of its respective Reference Fund.
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions:
(a) the Ontario Securities Commission is the principal regulator for the 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 respect of the Requested Relief in British Columbia, Alberta, Saskatchewan, Manitoba, Québec, New Brunswick, Prince Edward Island, Nova Scotia, Newfoundland and Labrador, Northwest Territories, Yukon and Nunavut (the Passport Jurisdictions).
Interpretation
Defined terms in the securities legislation of the Jurisdiction or the Passport Jurisdictions,
National Instrument 14-101 – Definitions, NI 81-102 or MI 11-102 have the same meanings in this Decision, unless otherwise defined.
Representations
This Decision is based on the following facts represented by the Filer:
Each Fund, other than Signature Diversified Yield Fund and Signature Diversified Yield Corporate Class, (the New Funds) is a newly-created mutual fund to which all of the requirements of National Instrument 81-101 – Mutual Fund Prospectus Disclosure (NI 81-101), 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 (NI 81-107 and, together with NI 81-101, NI 81-102 and NI 81-106, the Mutual Fund Instruments) apply, except to the extent that it may be or have been granted discretionary relief from any such requirements. Each of the New Funds is a “reporting issuer” (or the equivalent) under the securities legislation of each province and territory of Canada.
Each of Signature Diversified Yield Fund and Signature Diversified Yield Corporate Class (the Existing Funds) is a “reporting issuer” (or the equivalent) under the securities legislation of each province and territory of Canada and is subject to all the requirements of the Mutual Fund Instruments, except to the extent that it may be or have been granted discretionary relief from any such requirements.
The Filer, a corporation incorporated under the laws of the Province of Ontario, is the manager of each Fund.
The Filer and the Funds (other than the Existing Funds as described in paragraph 5) are not in default of securities legislation in any province or territory of Canada.
The Existing Funds have not been in compliance with paragraphs 2.5(2)(a) and 2.5(2)(c) of NI 81-102, which prohibit a mutual fund from purchasing or holding a security of another mutual fund unless the other mutual fund is subject to NI 81-102 and NI 81-101 and the securities of the other mutual fund are qualified for distribution in the local jurisdiction. The Existing Funds failed to comply with the above provisions when they continued to purchase or hold the securities of Signature Diversified Yield Trust (the Existing Reference Fund) after the Existing Reference Fund ceased to distribute its securities under a prospectus. The Filer was granted similar relief for other funds managed by it on July 19, 2010. Through inadvertence, the Filer believed it could rely on that decision to continue to invest the Existing Funds in the Existing Reference Fund.
Each Fund’s investment objective permits the Fund to invest, directly or indirectly, in securities comprising of fixed income and high-yielding equity securities, high yield corporate bonds and/or other income-producing securities. Each Fund’s investment objective also permits the Fund to make such investments either:
(a) directly, by purchasing and holding such securities; or
(b) indirectly through investments in other mutual funds and/or specified derivatives.
Each of the Reference Funds, other than the Existing Reference Fund, (the New Reference Funds) is a newly-created mutual fund to which the Mutual Fund Instruments apply, except to the extent that it may be or have been granted discretionary relief from any such requirements. Each of the New Reference Funds is a reporting issuer under the securities legislation of each province and territory of Canada.
The Existing Reference Fund is a “reporting issuer” (or the equivalent) under the securities legislation of each province and territory of Canada and is subject to all the requirements of the Mutual Fund Instruments, except to the extent that it may be or have been granted discretionary relief from any such requirements.
The Filer is the trustee and manager of each Reference Fund.
The investment objective of each of Cambridge Income Fund, Cambridge Income Corporate Class and the Existing Funds is to achieve tax-efficient returns through exposure to a portfolio of fixed income and high-yielding equity securities throughout the world. The investment objective of Signature High Yield Bond Fund and Signature High Yield Bond Corporate Class is to obtain income and capital appreciation by investing in high yield corporate bonds and other income-producing securities throughout the world. In order to achieve each of its objective, each Fund will enter into one or more forward purchase and sale agreements (each a Forward Agreement) with one or more counterparties (each a Counterparty). Pursuant to each Forward Agreement, each Fund will agree to purchase from, or sell to, the relevant Counterparty on a future date (the Forward Date) a specified portfolio of Canadian securities. The amount paid or delivered by the Counterparty on the Forward Date will be determined by reference to the returns of each Fund’s respective Reference Fund. All aspects of the Forward Agreement comply or will comply with the requirements of NI 81-102 relating to the use of specified derivatives by mutual funds.
None of the Funds will directly hold units of its respective Reference Fund due to the Forward Agreement arrangements. However, since the underlying interests of each Forward Agreement are securities of a Reference Fund, each Fund is deemed by subparagraph 2.5(1)(b) of NI 81-102 to be holding securities of its respective Reference Fund for purposes of section 2.5 of NI 81-102.
Units of the Reference Funds are not available for purchase by retail investors in Canada. Instead, units of the Reference Funds are available for purchase only by “accredited investors” (as defined in National Instrument 45-106 – Prospectus Exempt Distributions).
Each of the Reference Funds has not or does not intend to renew its prospectus after its first prospectus lapsed or lapses. After the first prospectus of each Reference Fund lapsed or lapses, each of the Reference Funds has continued or intends to continue distributing its units only on a basis which is exempt from the prospectus requirements in Canadian securities legislation (principally by distributing its units only to accredited investors). At that time, each Reference Fund ceased or will cease to be subject to the requirements of NI 81-101.
After the first prospectuses of the Reference Funds lapsed or lapse, the Reference Funds have remained or will remain reporting issuers in each jurisdiction in which the Funds are reporting issuers, and accordingly have remained or will remain subject to all of the requirements of the Mutual Fund Instruments, except to the extent that they may be or have been granted discretionary relief from any such requirements. A Fund will not purchase or hold units of a Reference Fund if the Reference Fund ceases to be reporting issuers in the same jurisdictions in which the Fund is a reporting issuer.
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 each of the Funds, provided that its respective Reference Fund remains a reporting issuer that is subject to the Mutual Fund Instruments in all jurisdiction in which the Fund is a reporting issuer.
“Raymond Chan” _________________________
Raymond Chan, Manager
Investment Funds Branch
Ontario Securities Commission
SEDAR Project #1820956
Schedule “A”
Funds
Cambridge Income Fund Cambridge Income Corporate Class Signature High Yield Bond Fund
Signature High Yield Bond Corporate Class Signature Diversified Yield Fund Signature Diversified Yield Corporate Class
Reference Funds Cambridge Income Trust Signature High Yield Bond Trust
Signature Diversified Yield Trust