CI Investments Inc. and Skylon Advisors Inc. - s. 7.1(1) of MI 33-109

Decision

Headnote

CI Investments Inc. & Skylon Advisors Inc.

Multilateral Instrument 33-109 Registration Information (MI 33-109) -- relief from certain filing requirements of MI 33-109 in connection with a bulk transfer of business locations and registered and non-registered individuals under an internal reorganization.

Applicable Rule

Multilateral Instrument 33-109 Registration Information.

June 19, 2006

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO

AND

IN THE MATTER OF

CI INVESTMENTS INC. AND

SKYLON ADVISORS INC.

 

DECISION

(Subsection 7.1(1) of Multilateral Instrument 33-109)

UPON the application (the Application) of CI Investments Inc. (CI) and Skylon Advisors Inc. (Skylon, together with CI, the Filers) to the Ontario Securities Commission (the Commission), pursuant to section 7.1 of Multilateral Instrument 33-109 -- Registration Information (MI 33-109), for a decision exempting the Filers from certain filing requirements under MI 33-109, so as to permit the bulk transfer of business locations and individuals (the Representatives) that are associated on the National Registration Database (NRD) to the continuing entity resulting from an amalgamation of CI and Skylon.

AND UPON considering the Application and the recommendation of staff of the Commission;

AND UPON the Filers having represented to the Director that:

1. CI is a corporation formed under the laws of the Province of Ontario and its head office is located in Toronto, Ontario.

2. CI is registered under the Ontario Securities Act (the Act) as an adviser in the categories of investment counsel and portfolio manager and under the Ontario Commodity Futures Act (the CFA) as a Commodity Trading Manager and Commodity Trading Counsel.

3. Skylon is a corporation formed under the laws of the Province of Ontario and its head office is located in Toronto, Ontario

4. Skylon is registered under the Act as an adviser in the categories of investment counsel and portfolio manager and as a dealer in the category of limited market dealer.

5. CI and Skylon propose to amalgamate and carry on their respective securities businesses in a similar manner under the successor, CI Amalco (the Amalgamation).

6. CI Amalco has applied for registration under the Act as an adviser in the category of investment counsel and portfolio manager and as a dealer in the category of limited market dealer. CI Amalco has also applied for registration under the CFA as a Commodity Trading Manager and Commodity Trading Counsel.

7. In accordance with the terms of the Amalgamation, each Representative will be transferred to the CI Amalco under the same registration category(ies) in which s/he is currently registered on NRD with CI and Skylon.

8. The Amalgamation was effective on June 1, 2006 (the Amalgamation Date). The Filers will complete the bulk transfer of Representatives within two months of the Amalgamation Date.

9. It would be difficult to transfer each of the Representatives to CI Amalco as per the requirements set out in MI 33-109 given the importance of ensuring that the transfer occurs on the same date, ensuring that there is no break in registration.

10. The Amalgamation is not contrary to the public interest and will have no negative consequences on the ability of CI Amalco to comply with all applicable regulatory requirements or its ability to satisfy any of its obligations to clients of CI and Skylon.

AND WHEREAS the Director is satisfied that it would not be prejudicial to the public interest to make the requested Decision on the basis of the terms and conditions proposed,

IT IS ORDERED pursuant to section 7.1 of MI 33-109 that the following requirements of MI 33-109 shall not apply to the Filers, in respect of the bulk transfer of Representatives and business locations under the Amalgamation:

(a) the requirement to submit a notice regarding the termination of each employment, partner, or agency relationship under section 4.3 of MI 33-109;

(b) the requirement to submit a notice regarding each individual who ceases to be a non-registered individual under section 5.2 of MI 33-109;

(c) the requirement to submit a registration application for each individual applying to become a registered individual under section 2.2 of MI 33-109;

(d) the requirement to submit a Form 33-109F4 for each non-registered individual under section 3.3 of MI 33-109; and

(e) the requirement under section 3.2 of MI 33-109 to notify the regulator of a change to the business location information in Form 33-109F3,

provided that the Filers make acceptable arrangements with CDS Inc. for the payment of the costs associated with the bulk transfer, as referred to in section 3.1(5) of the Companion Policy and make such payment in advance of the completion of the bulk transfer.

"David M. Gilkes"