November 17, 2021
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
THE FUNDS LISTED IN SCHEDULE A
(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 respective time limits for the renewal of the long form prospectus of CI Gold Bullion Fund (the December 2020 ETF) dated December 18, 2020, as amended by amendment no. 1 dated March 5, 2021 (collectively, the December 2020 ETF Prospectus), the long form prospectus of CI Galaxy Bitcoin ETF (the March 2021 ETF) dated March 4, 2021, as amended by amendment no. 1 dated March 5, 2021 (collectively, the March 2021 ETF Prospectus), the simplified prospectus of CI Bitcoin Fund (the Bitcoin Fund) dated March 31, 2021 (the Bitcoin Fund Prospectus), the simplified prospectus of CI DoubleLine Core Plus Fixed Income US$ Fund, CI DoubleLine Income US$ Fund, CI DoubleLine Total Return Bond US$ Fund, CI Enhanced Short Duration Bond Fund, CI Global Asset Allocation Private Pool, CI Global Infrastructure Private Pool, CI Global Longevity Economy Fund, CI Global Real Asset Private Pool, CI Global REIT Private Pool and CI Munro Global Growth Equity Fund (the Dual Series Mutual Funds) dated April 21, 2021 (the Dual Series Mutual Funds Prospectus), and the simplified prospectus of CI Ethereum Fund (the Ethereum Fund) dated April 22, 2021 (the Ethereum Fund Prospectus, and together with the December 2020 ETF Prospectus, the March 2021 ETF Prospectus, the Bitcoin Fund Prospectus and the Dual Series Mutual Funds Prospectus, the Prospectuses) be extended to those time limits that would apply as if the lapse dates of the Prospectuses were April 22, 2022 (in the case of the December 2020 ETF Prospectus), March 31, 2022 (in the case of the March 2021 ETF Prospectus), June 30, 2022 (in the case of the Dual Series Mutual Funds Prospectus) and July 8, 2022 (in the case of the Bitcoin Fund Prospectus and the Ethereum Fund Prospectus (the Requested Relief).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):
(a) the Ontario Securities Commission is the principal regulator for this application, and
(b) 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
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 Jurisdictions as a portfolio manager and an exempt market dealer;
b. under the securities legislation of Ontario, Québec, and Newfoundland and Labrador as an investment fund manager; and
c. under the Commodity Futures Act (Ontario) as a commodity trading counsel and a commodity trading manager.
- The Filer is the investment fund manager and portfolio manager of the Funds.
The Funds
Each of the Funds is an open-ended mutual fund trust established under the laws of Ontario. Each of the Funds is a reporting issuer as defined in the securities legislation of each of the Jurisdictions.
Neither the Filer nor any of 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 Prospectuses. The securities of the December 2020 ETF, the March 2021 ETF and the ETF Series of Dual Series Mutual Funds are listed on the Toronto Stock Exchange.
Pursuant to the Legislation, the lapse dates of the December 2020 ETF Prospectus, the March 2021 ETF Prospectus, the Bitcoin Fund Prospectus, the Dual Series Mutual Funds Prospectus and the Ethereum Fund Prospectus are December 18, 2021, March 4, 2022, March 31, 2022, April 21, 2022 and April 22, 2022, respectively. Accordingly, under the Legislation, the distribution of securities of each of the Funds would have to cease on the applicable lapse date unless: (i) the Funds file a pro forma long form or simplified prospectus, as applicable, at least 30 days prior to the applicable lapse date; (ii) the final long form or simplified prospectus, as applicable, is filed no later than 10 days after the applicable lapse date; and (iii) a receipt for the final long form or simplified prospectus, as applicable, is obtained within 20 days after the applicable lapse date.
The Reasons for the Lapse Date Extension: The December 2020 ETF
The Filer is the investment fund manager of the December 2020 ETF and also the investment fund manager of approximately 34 other ETFs (the Affiliated ETFs) that currently distribute their securities to the public under a long form prospectus and ETF facts (collectively, the Affiliated ETFs’ Prospectus) that have a lapse date of April 22, 2022.
The Filer wishes to combine the December 2020 ETF Prospectus with the Affiliated ETFs’ Prospectus in order to reduce renewal, printing and related costs. Offering the December 2020 ETF under the same renewal long form prospectus and ETF facts documents (collectively, the Renewal Documents) as the Affiliated ETFs’ would assist in disseminating information with respect to the December 2020 ETF and the Affiliated ETFs in matters such as switching between the December 2020 ETF and the Affiliated ETFs, facilitate the distribution of the December 2020 ETF in the Jurisdictions under the same prospectus and enable the Filer to streamline disclosure across the Filer’s ETF platform. The Affiliated ETFs also share many common operational and administrative features with the December 2020 ETF and combining them under the same Renewal Documents will allow investors to compare their features more easily.
It would be impractical to alter and modify all the dedicated systems, procedures and resources required to prepare the Renewal Documents of the Affiliated ETFs, and unreasonable to incur the costs and expenses associated therewith, so that the Renewal Documents of the Affiliated ETFs can be filed earlier with the Renewal Documents of the December 2020 ETF on or before the lapse date of the December 2020 ETF.
The Filer also may make changes to the features of the Affiliated ETFs as part of the process of renewing the Affiliated ETFs’ Prospectus. The ability to incorporate the December 2020 ETF into the Affiliated ETFs’ Prospectus will ensure that the Filer can make the operational and administrative features of the December 2020 ETF and the Affiliated ETFs consistent with each other, if necessary.
The Reasons for the Lapse Date Extension: The December 2020 ETF, The March 2021 ETF, The Bitcoin Fund, The Dual Series Mutual Funds and The Ethereum Fund
Pursuant to section 2.2 of National Instrument 81-106 Investment Fund Continuous Disclosure, the annual financial statements and auditor’s report are required to be filed on or before the 90th day after the Funds’ most recently completed financial year. The fiscal year-end of the December 2020 ETF and the March 2021 ETF is December 31 and the fiscal year-end of the Bitcoin Fund, the Dual Series Mutual Funds (except for CI Enhanced Short Duration Bond Fund which is December 31) and the Ethereum Fund is March 31.
Pursuant to subsection 4.3(1) of NI 41-101 and given that the fiscal year-end of the December 2020 ETF and the March 2021 ETF is December 31, the auditor will be required to review the unaudited interim financial statements of the December 2020 ETF and the March 2021 ETF for the period ended June 30, 2021. Pursuant to section 3.1.2 of NI 81-101 and subsection 4.3(1) of NI 41-101, and given that the fiscal year-end of the Bitcoin Fund, the Dual Series Mutual Funds (except for CI Enhanced Short Duration Bond Fund) and the Ethereum Fund is March 31, the auditor will be required to review the unaudited interim financial statements of the Bitcoin Fund, the Dual Series Mutual Funds (except for CI Enhanced Short Duration Bond Fund) and the Ethereum Fund for the period ended September 30, 2021.
The Filer must file annual financial statements for the December 2020 ETF, the March 2021 ETF and CI Enhanced Short Duration Bond Fund by no later than March 31, 2022, and for the Bitcoin Fund, the Dual Series Mutual Funds (except for CI Enhanced Short Duration Bond Fund) and the Ethereum Fund by no later than June 30, 2022.
As audited financial statements will not be ready by the applicable lapse date, the December 2020 ETF and the March 2021 ETF will need to incorporate by reference unaudited interim financial information (as at June 30, 2021) into their respective final long form prospectus. The Bitcoin Fund, the Dual Series Mutual Funds (except CI Enhanced Short Duration Bond Fund) and the Ethereum Fund will need to incorporate by reference unaudited interim financial information (as at September 30, 2021) into their respective final simplified prospectus. In order to incorporate by reference the interim unaudited financial statements into the final long form or simplified prospectus, as applicable, for the Funds, those interim unaudited financial statements must be reviewed by the Funds’ auditor in accordance with the relevant standards set out in the Handbook of the Canadian Institute of Chartered Accountants for a review of financial statements.
Considering that the audited financial statements of the December 2020 ETF and the March 2021 ETF will be available no later than March 31, 2022, and the audited financial statements of the Bitcoin Fund, the Dual Series Mutual Funds (except for CI Enhanced Short Duration Bond Fund) and the Ethereum Fund will be available no later than June 30, 2022, each of which is only a short period of time following the filing of the final long form prospectus for the December 2020 ETF and the March 2021 ETF and the final simplified prospectus for the Bitcoin Fund, the Dual Series Mutual Funds and the Ethereum Fund pursuant to their respective lapse dates, the review of interim financial statements will incur time and expenses which will only be relevant for a short period of time.
Extending the lapse dates to April 22, 2022 (in the case of the December 2020 ETF Prospectus), March 31, 2022 (in the case of the March 2021 ETF), June 30, 2022 (in the case of the Dual Series Mutual Funds) and July 8, 2022 (in the case of the Bitcoin Fund and the Ethereum Fund) will provide the time necessary for the Funds’ auditor to complete the audit of the Funds’ financial statements for the Funds’ respective fiscal year-end. It will enable the Filer to renew the Prospectuses to include the most current audited financial information on a timeline that is more efficient without incurring unnecessary costs and expenses associated with reviewing the interim unaudited financial statements. If the Requested Relief is granted, investors of the applicable Fund would have the benefit of being provided with the most current audited financial information and financial reporting when reviewing the applicable Prospectus.
Extending the lapse dates of the Prospectuses will enable the Filer to renew the Prospectuses on a timeline that is more efficient and administratively beneficial without altering and modifying all the dedicated systems, procedures and resources and incurring additional costs and expenses associated therewith. It will also enable the Filer to streamline operations and disclosure across the Filer’s ETF and mutual fund platforms.
There have been no material changes in the affairs of the Funds since the dates of the Prospectuses, as applicable. Accordingly, the Prospectuses continue to represent accurate information regarding the Funds, as applicable.
Given the disclosure obligations of the Filer and the Funds, should any material change in the business, operations or affairs of the Funds occur, the Prospectuses, fund facts and/or ETF facts document(s) in respect of the applicable Fund(s), will be amended as required under the Legislation.
New investors of the Funds will receive delivery of the most recently filed fund facts and/or ETF facts document(s) of the applicable Fund(s). In addition, the Prospectuses will remain available to investors upon request.
The Requested Relief will not affect the accuracy of the information contained in the Prospectuses, fund facts and/or ETF facts document(s) of each of the Funds and will therefore not be prejudicial to the 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 & Structured Products Branch
Ontario Securities Commission
File # 2021/0528
SCHEDULE A
Funds
December 2020 ETF
CI Gold Bullion Fund
March 2021 ETF
CI Galaxy Bitcoin ETF
Bitcoin Fund
CI Bitcoin Fund
Dual Series Mutual Funds
CI DoubleLine Core Plus Fixed Income US$ Fund
CI DoubleLine Income US$ Fund
CI DoubleLine Total Return Bond US$ Fund
CI Enhanced Short Duration Bond Fund
CI Global Asset Allocation Private Pool
CI Global Infrastructure Private Pool
CI Global Longevity Economy Fund
CI Global Real Asset Private Pool
CI Global REIT Private Pool
CI Munro Global Growth Equity Fund
Ethereum Fund
CI Ethereum Fund