January 5, 2018
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
IN THE MATTER OF
HARBOUR GLOBAL ANALYST FUND, CAMBRIDGE BALANCED YIELD POOL, CAMBRIDGE PREMIUM YIELD POOL, SIGNATURE FLOATING RATE INCOME POOL AND CAMBRIDGE CANADIAN SHORT-TERM BOND POOL
(THE FUNDS)
DECISION
Background
The principal regulator in the Jurisdiction has received an application from the Filer, on behalf of the Funds, for a decision under the securities legislation of the Jurisdiction (the Legislation) that the time limits for the renewal of the simplified prospectus, fund facts and annual information form of the Funds dated June 1, 2017 (collectively, the Prospectus), be extended to those time limits that would apply if the lapse date were July 27, 2018 (the Requested Relief).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):
(i) the Ontario Securities Commission is the principal regulator for this application; and
(ii) the Filer has provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in each of the other provinces and territories of Canada (together with Ontario, the Jurisdictions).
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 Filer is a corporation incorporated under the laws of Ontario. The Filer’s head office is located in Toronto, Ontario.
The Filer is registered as follows:
a. under the securities legislation of all the Jurisdictions as a portfolio manager and exempt market dealer;
b. under the securities legislation of Ontario, Québec and Newfoundland and Labrador as an investment fund manager; and
c. under the Commodities Futures Act (Ontario) as a commodity trading counsel and a commodity trading manager.
The Funds are mutual funds established under the laws of Ontario, and are reporting issuers as defined in the securities legislation of each of the Jurisdictions.
Neither the Filer nor the Funds are in default of securities legislation in any of the Jurisdictions.
Securities of the Funds are currently qualified for distribution in each of the Jurisdictions under the Prospectus.
Pursuant to the Legislation, the lapse date of the Prospectus is June 1, 2018 (the Lapse Date). Accordingly, under the Legislation, the distribution of securities of the Funds would have to cease on June 1, 2018, unless: (i) the Funds file a pro forma simplified prospectus at least 30 days prior to June 1, 2018; (ii) the final simplified prospectus is filed no later than 10 days after June 1, 2018; and (iii) a receipt for the final simplified prospectus is obtained within 20 days of June 1, 2018.
The Filer is the investment fund manager of the Funds and also the investment fund manager of approximately 130 other mutual funds (the Affiliated Funds) that currently distribute their securities to the public under a simplified prospectus, fund facts and annual information form (collectively, the Affiliated Funds’ Prospectus) that has a lapse date of July 27, 2018.
Offering the Funds under the same simplified prospectus as the Affiliated Funds’ would assist in disseminating information with respect to the Funds and the Affiliated Funds in matters such as switching between the Funds and the Affiliated Funds. The Affiliated Funds also share many common operational and administrative features with the Funds, and combining them in the same simplified prospectus will allow investors to more easily compare their features.
It would be impractical to alter and modify all the dedicated systems, procedures and resources required to prepare the renewal Affiliated Funds’ Prospectus, and unreasonable to incur the costs and expenses associated therewith, so that the renewal Affiliated Funds’ Prospectus can be filed earlier with the renewal Prospectus on or before the current Lapse Date. As the Affiliated Funds’ Prospectus is a large document and there is an in-depth internal review process that the Filer undertakes when renewing such document, the Manager would not have sufficient time to finalize and file the pro forma Affiliated Funds’ Prospectus by at least 30 days prior to the current Lapse Date.
The Filer may make minor changes to the features of the Affiliated Funds as part of the process of renewing the Affiliated Funds' Prospectus. The ability to incorporate the Funds into the Affiliated Funds’ Prospectus will ensure that the Filer can make the operational and administrative features of the Funds and the Affiliated Funds consistent with each other, if necessary.
Once the Prospectus of the Funds is consolidated with the Affiliated Funds’ Prospectus, the Funds will be able to renew their Prospectus on a timeline that allows them to include the most current audited financial information in the Prospectus each year. If the Requested Relief is granted, investors in the Funds would have the benefit of being provided with the Funds' most current audited financial information and financial reporting when reviewing the Prospectus.
If the Requested Relief is not granted, it will be necessary to renew the Prospectus of the Funds twice within a short period of time (i.e. 56 days) in order to consolidate the Prospectus with the Affiliated Fund’s Prospectus.
There have been no material changes in the affairs of the Funds since the date of the Prospectus. Accordingly, the Prospectus represents current information regarding the Funds.
Given the disclosure obligations of the Funds, should any material change occur, the Prospectus will be amended as required under the Legislation.
The Requested Relief will not affect the accuracy of the information contained in the Prospectus and will therefore not be prejudicial to public interest.
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.
“Darren McKall”
Darren McKall, Manager
Investment Funds and Structured Products
Ontario Securities Commission
#2017/0579
Headnote
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – Relief granted to mutual funds for extension of lapse date of their prospectus for 56 days – Filer will incorporate offering of the mutual funds under the same offering documents as related family of funds when they are renewed – Extension of lapse date will not affect the currency or accuracy of the information contained in the current prospectus.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S. 5, as amended, ss. 62(5).