Investment by Top Funds in securities of UnderlyingFunds under common management for specified purpose exemptedfrom the reporting requirements and self-dealing prohibitionsof clauses 111(2)(b), 111(3) and clauses 117(1)(a) and (d).
Securities Act (Ontario), R.S.O. 1990 c. S.5,as am., 111(2)(b), 111(3), 117(1)(a) and 117(1)(d).
IN THE MATTER OF
THE CANADIAN SECURITIES LEGISLATIONOF
ALBERTA, BRITISH COLUMBIA,NEWFOUNDLAND AND LABRADOR,
NOVA SCOTIA, ONTARIO AND SASKATCHEWAN
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEWSYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
IN THE MATTER OF
I.G. INVESTMENT MANAGEMENT,LTD.
ALTO CONSERVATIVE PORTFOLIO
ALTO MODERATE CONSERVATIVEPORTFOLIO
ALTO MODERATE PORTFOLIO
ALTO MODERATE AGGRESSIVE PORTFOLIO
ALTO MODERATE AGGRESSIVE REGISTEREDPORTFOLIO
ALTO AGGRESSIVE PORTFOLIO
ALTO AGGRESSIVE REGISTEREDPORTFOLIO
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof Alberta, British Columbia, Newfoundland and Labrador, NovaScotia, Ontario and Saskatchewan (the "Jurisdictions")has received an application from I.G. Investment Management,Ltd. ("IGIM"), the manager of the Top Funds (as hereinafterdefined), and the Top Funds for a decision under the securitieslegislation of the Jurisdictions (the "Legislation")that the following provisions of the Legislation (the "ApplicableRequirements") shall not apply to the Top Funds or IGIM,as the case may be, in respect of certain investments to bemade by a Top Fund in an Underlying Fund (as hereinafter defined):
A. the restrictions contained in the Legislationprohibiting a mutual fund from knowingly making or holdingan investment in a person or company in which the mutual fund,alone or together with one or more related mutual funds, isa substantial security holder; and
B. the requirements contained in the Legislationrequiring a management company, or in British Columbia, themutual fund manager, to file a report of every transactionof purchase or sale of securities between the mutual fundand any related person or company or any transaction in which,by arrangement other than an arrangement relating to insidertrading in portfolio securities, the mutual fund is a jointparticipant with one or more of its related persons or companies.
AND WHEREAS under the Mutual RelianceReview System for Exemptive Relief Applications (the "System"),the Ontario Securities Commission is the principal regulatorfor this application;
AND WHEREAS, unless otherwise defined,the terms herein have the meaning set out in National Instrument14-101 Definitions;
AND WHEREAS it has been represented byIGIM to the Decision Makers that:
1. IGIM is a corporation incorporated underthe laws of Canada and it (or an affiliate of IGIM) will managethe Top Funds and the Underlying Funds. The head office ofIGIM is located in Manitoba.
2. IGIM proposes to establish a new groupof mutual funds initially comprised of Alto Conservative Portfolio,Alto Moderate Conservative Portfolio, Alto Moderate Portfolio,Alto Moderate Aggressive Portfolio, Alto Moderate AggressiveRegistered Portfolio, Alto Aggressive Portfolio and Alto AggressiveRegistered Portfolio to be known as the Alto Portfolios (collectivelythe "Existing Top Funds"), which will achieve theirinvestment objectives by investing fixed percentages of theirrespective assets (other than cash) in specified underlyingInvestors Group mutual funds (the "Existing UnderlyingFunds"). IGIM may in the future add other mutual fundswith investment objectives that include investing in othermutual funds (the "Future Top Funds" and collectivelywith the Existing Top Funds, the "Top Funds") tothe Alto Portfolios group of funds.
3. IGIM may in the future establish othermutual funds (the "Future Underlying Funds" andcollectively with the Existing Underlying Funds, the "UnderlyingFunds") other than the Existing Underlying Funds.
4. Each of the Top Funds is or will be anopen-ended investment trust established under the laws ofthe Province of Manitoba.
5. Each of the Existing Underlying Funds,other than the Mackenzie Universal U.S. Growth Leaders Fund,is or will be an open-ended investment trust established underthe laws of the Province of Manitoba. The Mackenzie UniversalU.S. Growth Leaders Fund is an open-ended investment trustestablished under the laws of the Province of Ontario.
6. Each of the Top Funds and the UnderlyingFunds is or will be a reporting issuer in each of the provincesand territories of Canada and is not in default of any ofthe requirements of the Legislation, and if the Top Fundsinvest in Future Underlying Funds, the Future Underlying Fundswill not be in default of any of the requirements of the Legislationat the time of such investment.
7. Securities of the Top Funds and the UnderlyingFunds are or will be qualified for distribution in all ofthe provinces and territories of Canada pursuant to a simplifiedprospectus and annual information form or, in the case ofthe Investors Real Property Fund, a long form prospectus.
8. In order to achieve the investment objectivesof the Top Funds, IGIM, using strategic asset allocation,will invest fixed percentages (the "Fixed Percentages")of the assets of the Top Funds (other than cash and cash equivalents)in securities of specified Underlying Funds, subject to avariation of 2.5% above or below the Fixed Percentages (the"Permitted Ranges") to account for market fluctuations.Investments of each Top Fund will be made in accordance withits fundamental investment objectives.
9. The simplified prospectus of a Top Fundwill disclose the investment objectives, investment strategies,risks and restrictions of the Top Fund and the applicableUnderlying Funds, the Fixed Percentages and the PermittedRanges.
10. The Fixed Percentages or Underlying Fundsdisclosed in the simplified prospectus of the Top Fund willnot be changed unless the simplified prospectus is amendedor a new prospectus is filed and the securityholders of theTop Fund have been given at least 60 days' notice of the change.
11. The investments by the Top Funds in theUnderlying Funds will be without sales or redemption chargesand without duplication of management fees.
12. The Top Funds will not invest in an UnderlyingFund with an investment objective which includes investingdirectly or indirectly in other mutual funds.
13. The investments by the Top Funds in securitiesof the Underlying Funds will represent the business judgementof responsible persons (as defined by the Legislation), uninfluencedby considerations other than the best interest of the TopFunds.
14. Except to the extent evidenced by thisDecision and specific approvals granted by the Decision Makerspursuant to National Instrument 81-102 Mutual Funds ("NI81-102"),the investments by the Top Funds in the Underlying Funds havebeen or will be structured to comply with the investment restrictionsof the Legislation and NI81-102.
15. In the absence of this Decision, pursuantto the Legislation, each Top Fund is prohibited from knowinglymaking or holding an investment in a person or company inwhich the mutual fund, alone or together with one or morerelated mutual funds, is a substantial security holder. Asa result, in the absence of this Decision the Top Funds wouldbe required to divest themselves of any such investments.
16. In the absence of this Decision, the Legislationrequires IGIM to file a report on every purchase or sale ofsecurities of an Underlying Fund by a Top Fund.
AND WHEREAS under the System, this MRRSDecision Document evidences the decision of each Decision Maker(collectively, the "Decision");
AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Maker with the jurisdiction to make theDecision has been met;
THE DECISION of the Decision Makers underthe Legislation is that the Applicable Requirements shall notapply so as to prevent a Top Fund from making and holding aninvestment in securities of the Underlying Funds or requireIGIM to file a report relating to the purchase or sale of suchsecurities.
PROVIDED IN EACH CASE THAT:
1. the Decision, as it relates to the jurisdictionof a Decision Maker, will terminate one year after the publicationin final form of any legislation or rule of that DecisionMaker dealing with matters in section 2.5 of National Instrument81-102.
2. the Decision shall only apply if, at thetime a Top Fund makes or holds an investment in its specifiedUnderlying Funds, the following conditions are satisfied;
(a) the securities of both the Top Fundand the Underlying Funds are being offered for sale in thejurisdiction of the Decision Maker pursuant to a simplifiedprospectus and annual information form or, in the case ofthe Investors Real Property Fund, a long form prospectus,which have been filed with and accepted by the DecisionMaker;
(b) the investment by the Top Fund in theUnderlying Funds is compatible with the fundamental investmentobjectives of the Top Fund;
(c) the simplified prospectus disclosesthe intent of the Top Fund to invest in securities of theUnderlying Funds, the names of the Underlying Funds, theFixed Percentages and the Permitted Ranges within whichthe Fixed Percentages may vary;
(d) if the Top Fund invests in the InvestorsReal Property Fund, the simplified prospectus of the TopFund discloses the specific risk factors and restrictionsassociated with investing in the Investors Real PropertyFund;
(e) the investment objective of the TopFund discloses that the Top Fund invests in securities ofthe Underlying Funds;
(f) the Underlying Funds are not mutualfunds whose investment objective includes investing directlyor indirectly in other mutual funds;
(g) the Top Fund invests its assets (exclusiveof cash and cash equivalents) in the Underlying Funds inaccordance with the Fixed Percentages disclosed in the simplifiedprospectus;
(h) if the Top Fund invests in the InvestorsReal Property Fund, the Fixed Percentage in the InvestorsReal Property Fund does not exceed 10% of the net assetsof the Top Fund;
(i) the Top Fund 's holding of securitiesin the Underlying Funds does not deviate from the PermittedRanges;
(j) any deviation from the Fixed Percentagesis caused by market fluctuations only;
(k) if an investment by the Top Fund inany of the Underlying Funds has deviated from the PermittedRanges as a result of market fluctuations, the Top Fund'sinvestment portfolio was re-balanced to comply with theFixed Percentages on the next day on which the net assetvalue was calculated following the deviation;
(l) if the Fixed Percentages and the UnderlyingFunds which are disclosed in the simplified prospectus havebeen changed, either the simplified prospectus has beenamended or a new simplified prospectus filed to reflectthe change, and the securityholders of the Top Fund havebeen given at least 60 days' notice of the change;
(m) there are compatible dates for the calculationof the net asset value of the Top Fund and the UnderlyingFunds for the purpose of the issue and redemption of thesecurities of such mutual funds, excluding the InvestorsReal Property Fund;
(n) no sales charges are payable by theTop Fund in relation to its purchases of securities of theUnderlying Funds;
(o) no redemption fees or other chargesare charged by an Underlying Fund in respect of the redemptionby the Top Fund of securities of the Underlying Fund ownedby the Top Fund;
(p) no fees or charges of any sort are paidby the Top Fund or the Underlying Funds, by their respectivemanagers or principal distributors, or by any affiliateor associate of any of the foregoing entities, to anyonein respect of the Top Fund's purchase, holding or redemptionof the securities of the Underlying Funds;
(q) the arrangements between or in respectof the Top Fund and the Underlying Funds are such as toavoid the duplication of management fees;
(r) any notice provided to securityholdersof an Underlying Fund as required by applicable laws orthe constating documents of that Underlying Fund, has beendelivered by the Top Fund to its securityholders;
(s) all of the disclosure and notice materialprepared in connection with a meeting of securityholdersof an Underlying Fund and received by the Top Fund has beenprovided to its securityholders, the securityholders havebeen permitted to direct a representative of the Top Fundto vote its holdings in the Underlying Fund in accordancewith their direction, and the representative of the TopFund has not voted its holdings in the Underlying Fund exceptto the extent the securityholders of the Top Fund have directed;
(t) in addition to receiving the annualand, upon request, the semi-annual financial statementsof the Top Fund, securityholders of the Top Fund have receivedappropriate summary disclosure in respect of the Top Fund'sholdings of securities of the Underlying Funds in the financialstatements of the Top Fund; and
(u) to the extent that the Top Fund andthe Underlying Funds do not use a combined simplified prospectusand annual information form containing disclosure aboutthe Top Fund and the Underlying Funds, copies of the simplifiedprospectus and annual information form of the UnderlyingFunds (or, in the case of Investors Real Property Fund,the long form prospectus) have been provided upon requestto securityholders of the Top Fund and this right is disclosedin the simplified prospectus of the Top Fund.
September 23, 2003.
"Paul M. Moore"
"Paul K. Bates"