Securities Law & Instruments

Headnote

Relief requested under section 17.1 of NI 81-106 from requirements to file and deliver audited annual financial statements and interim financial statements under sections 2.1, 2.3 and 5.1(2) of NI 81-106 -- Although partnership technically a "mutual fund in the jurisdiction" under NI 81-106, its only purpose is to pool the investment portfolios of Canadian regulated insurance companies from same corporate group whose audited annual financial statements will reflect their investment in securities of the partnership and are reviewed by their regulators.

Applicable Legislative Provisions

Sections 2.1, 2.3, 5.1(2) and 17.1 of NI 81-106.

January 27, 2009

IN THE MATTER OF

NATIONAL INSTRUMENT 81-106 --

INVESTMENT FUND CONTINUOUS DISCLOSURE

("NI 81-106")

AND

IN THE MATTER OF

ING INVESTMENT LIMITED PARTNERSHIP

(the "FILER")

 

DECISION

Background

The Ontario Securities Commission has received an application from the Filer for a decision pursuant to section 17.1 of NI 81-106 exempting the Filer from the requirements in sections 2.1 and 5.1(2) of NI 81-106 to file and deliver audited annual financial statements (the "Audited Annual Financial Statement Requirement") and in sections 2.3 and 5.1(2) of NI 81-106 to file and deliver interim financial statements (the "Interim Financial Statement Requirement").

Representations

This decision is based on the following facts represented by the Filer:

1. The Filer is a limited partnership formed under the laws of Ontario.

2. ING Investment General Partner Inc. is the general partner of the Filer.

3. The existing limited partners of the Filer are as follows:

    • ING Insurance Company of Canada,

    • ING Novex Insurance Company of Canada,

    • The Nordic Insurance Company of Canada,

    • Trafalgar Insurance Company of Canada,

(collectively, the "Federal Insurance Companies") and

    • Belair Insurance Company Inc.

(together with the Federal Insurance Companies, the "Existing Limited Partners")

4. ING Investment Management, Inc. has been the investment adviser of the investment portfolios of the Existing Limited Partners and is the investment adviser of the Filer; it is registered as an adviser in Ontario, British Columbia and Quebec.

5. The Filer's general partner, investment adviser and Existing Limited Partners referred to above are all wholly owned subsidiaries of ING Canada Inc.

6. The Filer has been formed pursuant to a limited partnership agreement (the "LP Agreement") for the purpose of restructuring the manner in which the investments of the Existing Limited Partners are held and managed. This restructuring will involve each of the Existing Limited Partners contributing part of its investment portfolio to the Filer over time in exchange for securities of the Filer, each such security referred to as a "partnership interest" under the LP Agreement. The pooling of the investment portfolios of the Existing Limited Partners is expected to result in improved risk management, capital management and operating performance.

7. Pursuant to the LP Agreement, securities of the Filer are not transferable and the only parties that may become limited partners are other regulated insurance companies in Canada that are affiliated with ING Canada Inc. within the meaning of affiliate under the Canada Business Corporations Act (the "Future Limited Partners" and, together with the Existing Limited Partners, the "Limited Partners").

8. The Federal Insurance Companies are regulated by and have received approval from the Office of the Superintendent of Financial Institutions (Canada) ("OSFI"), and Belair Insurance Company Inc. is regulated by and has received approval from the Autorité des marchés financiers ("AMF"), to proceed with the restructuring described above.

9. The Filer is a "mutual fund in the jurisdiction" as that term is defined in NI 81-106.

10. The Filer is not, and does not intend to become, a reporting issuer, as such term is defined in the Securities Act (Ontario) and its securities will not be listed on any stock exchange.

11. The annual financial statements of each of the Existing Limited Partners are audited and the annual financial statements of any Future Limited Partner will be audited. As well, ING Canada Inc. prepares, files and delivers audited consolidated annual financial statements.

12. The audited annual financial statements of each of the Limited Partners will reflect its investment in securities of the Filer. The auditor of the Limited Partners will have access to the records of the Filer in conducting its audits of the Limited Partners. As part of the audit of the Limited Partners, the auditors will perform audit procedures on the net asset value of the Filer and on the existence and valuations of the investments held by the Filer.

13. OSFI reviews the audited annual financial statements of the Federal Insurance Companies and the AMF reviews the audited annual financial statements of Belair Insurance Company Inc. It is expected that any Future Limited Partner will be similarly regulated and that its audited annual financial statements will be similarly reviewed.

14. The Existing Limited Partners do not, and it is expected that any Future Limited Partner will not, require interim financial statements.

15. The LP Agreement requires the Filer to prepare annual financial statements but the LP Agreement does not require the annual financial statements to be audited. In the absence of an exemption from the Audited Annual Financial Statement Requirement, however, the Filer's annual financial statements would be required to be audited.

16. The LP Agreement does not require the Filer to prepare interim financial statements. In the absence of an exemption from the Interim Financial Statement Requirement, however, the Filer would be required to prepare interim financial statements.

17. The Existing Limited Partners are of the view that no additional benefit will be derived from separately auditing the annual financial statements of the Filer or from the Filer preparing interim financial statements. Consequently, they have determined that it is unnecessary to incur the expense of obtaining a separate auditor's report on the annual financial statements of the Filer and of preparing interim financial statements for the Filer.

Decision

The Director is satisfied that the decision meets the test set out in NI 81-106 for the Director to make the decision.

The decision of the Director under NI 81-106 is that the Filer is exempt from the Audited Annual Financial Statement Requirement and the Interim Financial Statement Requirement provided that the only limited partners of the Filer are the Limited Partners.

"Vera Nunes"
Assistant Manager, Investment Funds
Ontario Securities Commission