Securities Law & Instruments

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- approval of investment fund mergers -- approval required because mergers do not meet the criteria for pre-approved reorganizations and transfers in National Instrument 81-102 Investment Funds -- certain terminating funds and continuing funds do not have substantially similar fundamental investment objectives -- certain mergers will not be a "qualifying exchange" or a tax-deferred transaction under the Income Tax Act (Canada) -- certain merger will require significant portfolio realignment of the terminating fund -- mergers otherwise comply with pre-approval criteria, including securityholder vote, IRC approval -- securityholders provided with timely and adequate disclosure regarding the mergers.

Applicable Legislative Provisions

National Instrument 81-102 Investment Funds, ss. 5.5(1)(b), 5.7(1)(b) and 19.1(2).

October 24, 2019

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 CAMBRIDGE CANADIAN GROWTH COMPANIES FUND CI AMERICAN EQUITY FUND CI CAN-AM SMALL CAP CORPORATE CLASS CI GLOBAL SMALL COMPANIES CORPORATE CLASS CI GLOBAL SMALL COMPANIES FUND HARBOUR CANADIAN DIVIDEND FUND HARBOUR CORPORATE CLASS HARBOUR GLOBAL EQUITY CORPORATE CLASS HARBOUR GLOBAL EQUITY FUND HARBOUR GLOBAL GROWTH & INCOME CORPORATE CLASS HARBOUR VOYAGEUR CORPORATE CLASS LAWRENCE PARK STRATEGIC INCOME FUND MARRET HIGH YIELD BOND FUND SENTRY ALTERNATIVE ASSET INCOME FUND SENTRY CANADIAN BOND FUND SENTRY CONSERVATIVE MONTHLY INCOME FUND SENTRY DIVERSIFIED EQUITY FUND SENTRY ENERGY FUND SENTRY GLOBAL TACTICAL FIXED INCOME PRIVATE POOL SIGNATURE GOLD CORPORATE CLASS (each, a Terminating Fund, and collectively, the Terminating Funds)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer on behalf of the Terminating Funds for a decision under the securities legislation of the Jurisdiction (the Legislation) approving the proposed mergers (each, a Merger, and collectively, the Mergers) of each of the Terminating Funds into the applicable Continuing Fund (each as defined below) pursuant to paragraph 5.5(1)(b) of National Instrument 81-102 Investment Funds (NI 81-102) (the Approval Sought).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

1. the Ontario Securities Commission is the principal regulator for this application; and

2. 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 British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Yukon, Northwest Territories and Nunavut (together with Ontario, the Canadian 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. The following additional terms shall have the following meanings:

Continuing Corporate Fund means each of Cambridge Growth Companies Corporate, CI Canadian Investment Corporate Class, CI Global Value Corporate Class and Signature Global Income & Growth Corporate Class;

Continuing Fund means each of Cambridge Growth Companies Fund, Sentry U.S. Growth and Income Fund, Sentry Growth and Income Fund, CI Global Value Fund, CI Investment Grade Bond Fund, Signature High Yield Bond II Fund, Signature Diversified Yield II Fund, Signature Core Bond Plus Fund, Portfolio Series Income Fund, Sentry All Cap Income Fund, CI Global Unconstrained Bond Private Pool, Cambridge Growth Companies Corporate Class, CI Canadian Investment Corporate Class, CI Global Value Corporate Class, Signature Global Income & Growth Corporate Class, Signature Global Energy Corporate Class and Sentry Precious Metals Class;

Continuing Trust Fund means each of Cambridge Growth Companies Fund, Sentry U.S. Growth and Income Fund, Sentry Growth and Income Fund, CI Global Value Fund, CI Investment Grade Bond Fund, Signature High Yield Bond II Fund, Signature Diversified Yield II Fund, Signature Core Bond Plus Fund, Portfolio Series Income Fund, Sentry All Cap Income Fund and CI Global Unconstrained Bond Private Pool;

Corporation means CI Corporate Class Limited;

Fund means each of the Terminating Funds and the Continuing Funds;

Income Tax Act means the Income Tax Act (Canada);

IRC means the independent review committee for the Funds;

Sentry Funds means each of Sentry U.S. Growth and Income Fund, Sentry Growth and Income Fund, Sentry Alternative Asset Income Fund, Sentry Canadian Bond Fund, Sentry Conservative Monthly Income Fund, Sentry Diversified Equity Fund, Sentry All Cap Income Fund, Sentry Energy Fund, Sentry Global Tactical Fixed Income Private Pool and Sentry Precious Metals Class;

Terminating Corporate Fund means each of CI Can-Am Small Cap Corporate Class, CI Global Small Companies Corporate Class, Harbour Corporate Class, Harbour Global Equity Corporate Class, Harbour Global Growth & Income Corporate Class, Harbour Voyageur Corporate Class and Signature Gold Corporate Class; and

Terminating Trust Fund means each of Cambridge Canadian Growth Companies Fund, CI American Equity Fund, Harbour Canadian Dividend Fund, Harbour Global Equity Fund, Lawrence Park Strategic Income Fund, Marret High Yield Bond Fund, Sentry Alternative Asset Income Fund, Sentry Canadian Bond Fund, Sentry Conservative Monthly Income Fund, Sentry Diversified Equity Fund, Sentry Global Tactical Fixed Income Private Pool, Sentry Energy Fund and CI Global Small Companies Fund.

Representations

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

The Filer and the Funds

1. The Filer is a corporation amalgamated under the laws of Ontario. The Filer is registered as follows:

(a) under the securities legislation of all provinces and territories as a portfolio manager;

(b) under the securities legislation of Ontario, Quebec and Newfoundland and Labrador as an investment fund manager;

(c) under the securities legislation of all provinces and territories as an exempt market dealer; and

(d) under the Commodity Futures Act (Ontario) as a commodity trading counsel and a commodity trading manager.

2. The Filer is the manager of each Fund.

3. Each Terminating Trust Fund and each Continuing Trust Fund is an open-end mutual fund trust governed by a declaration of trust.

4. Each of the Terminating Corporate Funds, Continuing Corporate Funds and Signature Global Energy Corporate Class is an open-end mutual fund comprised of two or more classes of convertible special shares of the Corporation.

5. Sentry Precious Metals Class is an open-end mutual fund comprised of a class of mutual fund shares, divided into multiple series, of Sentry Corporate Class Ltd.

6. Neither the Filer nor the Funds are in default of securities legislation in any of the Canadian Jurisdictions.

7. Each Fund is a reporting issuer under the securities legislation of the Canadian Jurisdictions and is subject to the requirements of NI 81-102 and National Instrument 81-101 Mutual Fund Prospectus Disclosure.

8. Each Fund follows the standard investment restrictions and practices established under the securities legislation of the Canadian Jurisdictions, except to the extent that the Funds have received an exemption from the securities regulatory authority of a Canadian Jurisdiction to deviate therefrom.

9. Other than the Sentry Funds, each Fund currently distributes its securities in the Canadian Jurisdictions pursuant to a simplified prospectus and annual information form dated August 2, 2019, as amended. Each Sentry Fund currently distributes its securities in the Canadian Jurisdictions pursuant to a simplified prospectus and annual information form dated June 25, 2019, as amended.

Reason for Approval Sought

10. Regulatory approval of the Mergers is required because none of the Mergers satisfy all of the criteria for pre-approved reorganizations and transfers set out in section 5.6 of NI 81-102. In particular,

(a) in respect of each of Merger 1, 2, 3, 6, 12, 13, 14, 15, 16, 17, 18 and 20 (each as defined below), a reasonable person may not consider the Terminating Fund to have a substantially similar fundamental investment objective as its corresponding Continuing Fund;

(b) none of Merger 3, 4, 7, 8, 9, 10, 11, 12, 13, 14, 15, 18, 19 or 20 (each as defined below) will be a "qualifying exchange" within the meaning of section 132.2 of the Income Tax Act or a tax-deferred transaction under subsection 85(1), 85.1(1), 86(1) or 87(1) of the Income Tax Act; and

(c) in respect of Merger 5, the portfolio of CI Global Small Companies Fund is expected to require significant realignment prior to the Merger.

11. Other than the criteria described in paragraph 10, each Merger complies with all the other criteria for pre-approved reorganizations and transfers set out in section 5.6 of NI 81-102.

The Mergers

12. The Filer intends to merge each Terminating Fund into the Continuing Fund shown opposite its name in the table below:

Terminating Fund

Continuing Fund

"Merger 1"

Cambridge Canadian Growth Companies Fund

Cambridge Growth Companies Fund (to be renamed Cambridge Global Smaller Companies Fund)

"Merger 2"

CI American Equity Fund

Sentry U.S. Growth and Income Fund

"Merger 3"

CI Can-Am Small Cap Corporate Class

Cambridge Growth Companies Corporate Class (to be renamed Cambridge Global Smaller Companies Corporate Class)

"Merger 4"

CI Global Small Companies Corporate Class

Cambridge Growth Companies Corporate Class (to be renamed Cambridge Global Smaller Companies Corporate Class)

"Merger 5"

CI Global Small Companies Fund

Cambridge Growth Companies Fund (to be renamed Cambridge Global Smaller Companies Fund)

"Merger 6"

Harbour Canadian Dividend Fund

Sentry Growth and Income Fund (to be renamed CI North American Dividend Fund)

"Merger 7"

Harbour Corporate Class

CI Canadian Investment Corporate Class

"Merger 8"

Harbour Global Equity Corporate Class

CI Global Value Corporate Class

"Merger 9"

Harbour Global Equity Fund

CI Global Value Fund

"Merger 10"

Harbour Global Growth & Income Corporate Class

Signature Global Income & Growth Corporate Class

"Merger 11"

Harbour Voyageur Corporate Class

CI Canadian Investment Corporate Class

"Merger 12"

Lawrence Park Strategic Income Fund

CI Investment Grade Bond Fund

"Merger 13"

Marret High Yield Bond Fund

Signature High Yield Bond II Fund (to be renamed Signature High Yield Bond Fund)

"Merger 14"

Sentry Alternative Asset Income Fund

Signature Diversified Yield II Fund (to be renamed Signature Diversified Yield Fund)

"Merger 15"

Sentry Canadian Bond Fund

Signature Core Bond Plus Fund

"Merger 16"

Sentry Conservative Monthly Income Fund

Portfolio Series Income Fund

"Merger 17"

Sentry Diversified Equity Fund

Sentry All Cap Income Fund

"Merger 18"

Sentry Energy Fund

Signature Global Energy Corporate Class

"Merger 19"

Sentry Global Tactical Fixed Income Private Pool

CI Global Unconstrained Bond Private Pool

"Merger 20"

Signature Gold Corporate Class

Sentry Precious Metals Class

13. The proposed Mergers were announced in:

(a) a press release dated September 23, 2019;

(b) a material change report dated September 26, 2019; and

(c) amendments dated September 26, 2019 to the prospectuses of each of the Funds,

each of which has been filed on the System for Electronic Document Analysis and Retrieval (SEDAR).

14. As required by National Instrument 81-107 Independent Review Committee for Investment Funds, the Filer presented the terms of the Mergers to the IRC for its review. The IRC determined that the Mergers, if implemented, will achieve a fair and reasonable result for each of the Funds.

15. The Filer is convening a special meeting of the securityholders of each Terminating Fund in order to seek the approval of the securityholders of the Terminating Fund to complete its Merger, as required by paragraph 5.1(1)(f) of NI 81-102. The meeting will be held on or about November 11, 2019.

16. The Filer has concluded that the Mergers are not material changes to the Continuing Funds, and accordingly, there is no intention to convene a meeting of securityholders of the Continuing Funds to approve the Mergers pursuant to paragraph 5.1(1)(g) of NI 81-102.

17. However, in accordance with corporate law requirements, securityholders of each Continuing Corporate Fund will be asked to approve an amendment to the articles of the Corporation in connection with the exchange of securities for the applicable Continuing Corporate Fund related to its Merger at a special meeting to be held on or about November 11, 2019 (together with the special meetings referred to in paragraph 15, the Meetings).

18. By way of order dated July 28, 2017, the Filer was granted relief (the Notice-and-Access Relief) from the requirement set out in paragraph 12.2(2)(a) of National Instrument 81-106 Investment Fund Continuous Disclosure to send a printed management information circular to securityholders while proxies are being solicited, and, subject to certain conditions, instead allows a notice-and-access document (as described in the Notice-and-Access Relief) to be sent to such securityholders. In accordance with the Filer's standard of care owed to the Funds pursuant to securities legislation, the Filer will only use the notice-and-access procedure for a particular meeting where it has concluded it is appropriate and consistent with the purposes of notice-and-access (as described in the Companion Policy to NI 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer) to do so, also taking into account the purpose of the meeting and whether the Funds would obtain a better participation rate by sending the management information circular with the other proxy-related materials.

19. Pursuant to requirements of the Notice-and-Access Relief, a notice-and-access document and applicable proxies in connection with the Meetings, along with the fund facts document(s) of the Continuing Fund, were mailed to securityholders on October 11, 2019 and were concurrently filed via SEDAR. The management information circular (the Circular), which the notice-and-access document provides a link to, was also concurrently filed via SEDAR.

20. If all required approvals for a Merger are obtained, it is intended that the Merger will occur after the close of business on or about November 22, 2019, other than a Merger involving a Terminating Corporate Fund, which is expected to occur after the close of business on or about April 3, 2020 (the Effective Date). The Filer therefore anticipates that each securityholder of a Terminating Fund will become a securityholder of its Continuing Fund after the close of business on the Effective Date. Each Terminating Fund will be wound-up as soon as reasonably possible following its Merger.

21. The tax implications of the Mergers as well as the differences between the investment objectives and other features of the Terminating Funds and the Continuing Funds and the IRC's recommendation of the Mergers are described in the Circular, so that securityholders may make an informed decision before voting on whether to approve the Mergers. The Circular will also describe the various ways in which securityholders can obtain a copy of the simplified prospectus, annual information forms and fund facts documents for the Continuing Funds and their most recent interim and annual financial statements and management reports of fund performance.

22. When considering a merger of two or more funds, the Filer undertakes a process to ensure its fund line up meets the changing needs of investors. Once the Filer determines it is appropriate to no longer continue offering a particular mandate, the Filer selects the appropriate continuing fund to receive the assets of the terminating fund by considering both qualitative and quantitative factors. The qualitative factors considered include the comparability of investment objectives, investment strategies, risk ratings, investment philosophies and portfolio construction. When considering quantitative factors, the Filer reviews fund performance, the investment performance correlation between the potential terminating funds and continuing funds, any overlap in investment holdings, the asset / sector / geographic allocation of each fund, fees for each class or series, the difference in assets under management between the funds, a taxation analysis at both the fund and securityholder levels and any unique factors that would be applicable for the particular merger. Once each of these items has been reviewed, the Filer formalizes the analysis and recommends a continuing fund with which to proceed forward.

23. Securityholders of each Terminating Fund will continue to have the right to redeem securities of the Terminating Fund at any time up to the close of business on the Effective Date. Following each Merger, all optional plans (including pre-authorized purchase programs, automatic withdrawal plans, systematic switch programs and automatic rebalancing services) which were established with respect to the Terminating Fund will be re-established in comparable plans with respect to its Continuing Fund, unless securityholders advise otherwise.

24. The costs of effecting the Mergers (consisting primarily of legal and regulatory fees, and proxy solicitation, printing and mailing costs) will be borne by the Filer.

25. No sales charges will be payable by securityholders of the Funds in connection with the Mergers.

26. Securities of the applicable Continuing Funds received by securityholders of the Terminating Funds as a result of the Mergers will have the same sales charge option and, for securities purchased under a deferred sales charge option, the same remaining deferred sales charge schedule, as their securities in the Terminating Funds.

27. The investment portfolio and other assets of each Terminating Fund to be acquired by the applicable Continuing Fund in order to effect the Mergers are currently, or will be, acceptable, on or prior to the Effective Date, to the portfolio manager(s) of the applicable Continuing Fund and are, or will be, consistent with the investment objective of the applicable Continuing Fund.

28. Securities of the Continuing Funds are, and are expected to continue to be at all material times, "qualified investments" under the Income Tax Act for registered retirement savings plans, registered retirement income funds, deferred profit sharing plans, registered education savings plans, registered disability savings plans and tax free savings accounts.

29. Should a Merger receive all required approvals, the right of securityholders to purchase, switch or redeem their securities of the Terminating Fund will cease as of the close of business on the Effective Date.

Merger Steps

30. Due to the different structures of the Funds, the procedures for implementing the Mergers will vary. The specific steps, taking into account the particular features of each Fund, to implement each Merger are as follows:

(a) With respect to the Merger of a Terminating Trust Fund into a Continuing Trust Fund (i.e., Mergers 1, 2, 5, 6, 9, 12, 13, 14, 15, 16, 17 and 19):

(i) Prior to the Merger, if required, the Terminating Trust Fund will sell any securities in its portfolio that do not meet the investment objective and investment strategies of the Continuing Trust Fund. As a result, the Terminating Trust Fund may temporarily hold cash or money market instruments and may not be fully invested in accordance with its investment objective for a brief period of time prior to the Merger being effected.

(ii) The value of the Terminating Trust Fund's investment portfolio and other assets will be determined at the close of business on the Effective Date in accordance with the declaration of trust of the Terminating Trust Fund.

(iii) In respect of tax-deferred Mergers, each of the Terminating Trust Fund and the Continuing Trust Fund may declare, pay and automatically reinvest a distribution to its securityholders of net realized capital gains and net income, if any, to ensure that it will not be subject to tax for its current tax year.

(iv) In respect of taxable Mergers, each of the Terminating Trust Fund and the Continuing Trust Fund may declare, pay and automatically reinvest a distribution to its securityholders of net realized capital gains and net income, if any. For the Terminating Fund, this will ensure that it will not be subject to tax for its current tax year, and for the Terminating Fund's securityholders, this will also ensure that they will not be subject to tax on any income generated in the Continuing Fund prior to the Merger.

(v) The Terminating Trust Fund will transfer substantially all of its assets to the Continuing Trust Fund. In return, the Continuing Trust Fund will issue to the Terminating Trust Fund units of the Continuing Trust Fund having an aggregate net asset value equal to the value of the assets transferred to the Continuing Trust Fund.

(vi) The Continuing Trust Fund will not assume liabilities of the Terminating Trust Fund and the Terminating Trust Fund will retain sufficient assets to satisfy its estimated liabilities, if any, as of the Effective Date.

(vii) Immediately thereafter, units of the Continuing Trust Fund received by the Terminating Trust Fund will be distributed to securityholders of the Terminating Trust Fund in exchange for their securities in the Terminating Trust Fund on a dollar-for-dollar and class-by-class basis (the term "class" as used herein also includes series).

(viii) The Terminating Trust Fund will be wound-up within 30 days following its Merger.

(b) With respect to the Merger of a Terminating Corporate Fund into a Continuing Corporate Fund (i.e., Mergers 3, 4, 7, 8, 10 and 11):

(i) Prior to the Merger, if required, the Corporation will sell any securities in the portfolio underlying the Terminating Corporate Fund that do not meet the investment objective and investment strategies of the Continuing Corporate Fund. As a result, the portfolio underlying the Terminating Corporate Fund may temporarily hold cash or money market instruments and may not be fully invested in accordance with its investment objective for a brief period of time prior to the Merger being effected.

(ii) The value of the Terminating Corporate Fund's investment portfolio and other assets will be determined at the close of business on the Effective Date in accordance with the articles of incorporation of the Terminating Corporate Fund.

(iii) The Corporation may declare, pay and automatically reinvest ordinary dividends or capital gains dividends to securityholders of the Terminating Corporate Fund and/or the Continuing Corporate Fund, as determined by the Filer at the time of the Merger.

(iv) Each outstanding share of the Terminating Corporate Fund will be exchanged for share(s) of its equivalent class of the Continuing Corporate Fund based on their relative net asset values.

(v) The assets and liabilities of the Corporation attributed to the Terminating Corporate Fund will be reallocated to the Continuing Corporate Fund.

(vi) The articles of incorporation of the Corporation, as amended, will be further amended so that all of the issued and outstanding shares of the Terminating Corporate Fund will be exchanged for shares of the Continuing Corporate Fund on a dollar-for-dollar and class-by-class basis, so that securityholders of the Terminating Corporate Fund become securityholders of the Continuing Corporate Fund and so that the shares of the Terminating Corporate Fund are cancelled.

(c) With respect to the Merger of a Sentry Energy Fund into Signature Global Energy Corporate Class (i.e. a class of the Corporation) and the Merger of Signature Gold Corporate Class (i.e. a class of the Corporation) into Sentry Precious Metals Class (i.e. a class of Sentry Corporate Class Ltd.) (i.e. Mergers 18 and 20):

(i) Prior to the Merger, if required, the Terminating Fund or the Corporation (in respect of Signature Gold Corporate Class), as applicable, will sell any securities in the Terminating Fund's portfolio that do not meet the investment objective and investment strategies of the Continuing Fund. As a result, the Terminating Fund may temporarily hold cash or money market instruments and may not be fully invested in accordance with its investment objective for a brief period of time prior to the Merger being effected.

(ii) The value of the Terminating Fund's investment portfolio and other assets will be determined at the close of business on the Effective Date in accordance with the constating documents of the Terminating Fund.

(iii) In respect of Merger 18, Sentry Energy Fund may declare, pay and automatically reinvest a distribution to its securityholders of net realized capital gains and net income, if any, to ensure that it will not be subject to tax for its current tax year.

(iv) In respect of Merger 18, the Corporation may declare, pay and automatically reinvest ordinary dividends or capital gains dividends to securityholders of the Continuing Fund, as determined by the Filer at the time of the Merger.

(v) In respect of Merger 20, the Corporation may declare, pay and automatically reinvest ordinary dividends or capital gains dividends to securityholders of the Terminating Fund, as determined by the Filer at the time of the Merger.

(vi) In respect of Merger 20, Sentry Corporate Class Ltd. may declare, pay and automatically reinvest ordinary dividends or capital gains dividends to securityholders of the Continuing Fund, as determined by the Filer at the time of the Merger.

(vii) The Corporation or Sentry Corporate Class Ltd., as applicable, will acquire substantially all of the assets of the Terminating Fund. In return, the Corporation or Sentry Corporate Class Ltd., as applicable, will issue to the relevant Terminating Fund shares of the Continuing Fund having an aggregate net asset value equal to the value of the assets transferred to the Corporation or Sentry Corporate Class Ltd., as applicable.

(viii) Neither the Corporation, Sentry Corporate Class Ltd. nor the Continuing Fund will assume the liabilities of the Terminating Fund, and the Terminating Fund will retain sufficient assets to satisfy its estimated liabilities, if any, as of the Effective Date.

(ix) Immediately thereafter, shares of the Continuing Fund received by the Terminating Fund will be distributed to securityholders of the Terminating Fund in exchange for their securities in the Terminating Fund on a dollar-for-dollar and class-by-class basis (the term "class" as used herein also includes series).

(x) The Terminating Fund will be wound-up within 30 days following its Merger.

(xi) In respect of Merger 20, the articles of incorporation of the Corporation, as amended, will be further amended so that all of the issued and outstanding shares of the Terminating Fund are cancelled.

31. Although the procedures for implementing the Mergers will vary, the result of each Merger will be that investors in each Terminating Fund will cease to be securityholders of the Terminating Fund and will become securityholders of its Continuing Fund, and the Continuing Funds will continue as publicly-offered open-end mutual funds.

Benefits of the Mergers

32. In the opinion of the Filer, the Mergers will be beneficial to securityholders of the Funds for the following reasons:

(a) It is expected that the Mergers will result in a more streamlined and simplified product line-up with less duplication that is easier for investors to understand;

(b) Following the Mergers, each Continuing Fund will have more assets, thereby allowing for increased portfolio diversification opportunities and a smaller proportion of assets set aside for fund redemptions;

(c) Each Continuing Fund will benefit from its larger profile in the marketplace; and

(d) The management fee and administration fee with respect to each class of each Continuing Fund will be the same as (and, in certain cases, lower than) the management fee and administration fee that are currently payable by securityholders of the corresponding class of the applicable Terminating Fund.

33. In addition to the reasons set out in paragraph 32, the Filer believes that, in respect of Mergers 4, 9, 10 and 11, securityholders of each Terminating Fund will benefit by moving to a Continuing Fund with a much larger net asset value while retaining a substantially similar investment mandate and an identical (and, in certain cases, a lower) fee structure.

34. In addition to the reasons set out in paragraph 32, the Filer believes that in respect of Merger 19, securityholders of Sentry Global Tactical Fixed Income Private Pool, which currently does not qualify as a mutual fund trust under the Income Tax Act, will benefit by moving to a Continuing Fund that qualifies as such, with a much larger net asset value, while retaining a substantially similar investment mandate and a lower fee structure.

35. In addition to the reasons set out in paragraph 32, the Filer believes that in respect of Merger 13, securityholders of Marret High Yield Bond Fund, which currently does not qualify as a mutual fund trust under the Income Tax Act, will benefit by moving to a Continuing Fund that qualifies as such, with a much larger net asset value and an identical fee structure.

Taxable Mergers

36. The Filer has also determined that it would not be appropriate to effect certain Mergers (namely Mergers 9, 12, 14, 15 and 18, where the Filer could have elected otherwise) as a "qualifying exchange" within the meaning of section 132.2 of the Income Tax Act or as a tax-deferred transaction for the following reasons: (i) the Terminating Trust Fund will utilize its loss carryforwards to shelter net capital gains that could arise for it on the taxable disposition of its portfolio assets pursuant to the Merger; (ii) to the extent that securityholders in the Terminating Trust Fund have an accrued capital loss on their securities, effecting the Merger on a taxable basis will afford them the opportunity to realize that loss and use it against current capital gains or even carry it forward or back as permitted under the Income Tax Act; (iii) effecting the Merger on a taxable basis would preserve the net losses and loss carryforwards in the Continuing Trust Fund; and/or (iv) effecting the Merger on a taxable basis will have no other tax impact on the Continuing Trust Fund.

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 Approval Sought is granted, provided that the Filer obtains the prior approval of the securityholders of the Terminating Funds and Continuing Corporate Funds at special meetings held for that purpose.

"Neeti Varma"
Investment Funds and Structured Products Branch
Ontario Securities Commission