Securities Law & Instruments

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Relief granted to permit investment funds to invest in underlying ETFs whose securities would meet the definition of index participation unit in NI 81-102, but for the fact that they are traded in Japan or Hong Kong -- relief also granted to permit investment funds to invest in other investment funds that hold more than 10% of NAV in securities of one or more of the Japan or Hong Kong-traded ETFs to form a three-tier structure -- relief is subject to certain conditions and requirements including that the underlying funds are not synthetic exchange-traded mutual funds -- National Instrument 81-102 Investment Funds.

Applicable Legislative Provisions

National Instrument 81-102 Investment Funds, ss. 2.5(2)(a), 2.5(2)(a.1), 2.5(2)(b) and 2.5(2)(c), and 19.1.

March 20, 2020

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)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer on behalf of the investment funds that are subject to National Instrument 81-102 Investment Funds (NI 81-102) for which the Filer or its affiliate acts as a manager (the Existing Funds) and the investment funds that are subject to NI 81-102 for which the Filer or its affiliate will act as manager in the future (the FutureFunds, and together with the Existing Funds, the Funds, and each, a Fund), for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) exempting the Funds from:

(a) paragraph 2.5(2)(a) of NI 81-102 to permit each Fund that is a mutual fund but not an alternative mutual fund to purchase and/or hold securities of the Underlying ETFs (as defined below), even though the Underlying ETFs are not subject to NI 81-102;

(b) paragraph 2.5(2)(a.1) of NI 81-102 to permit each Fund that is an alternative mutual fund or a non-redeemable investment fund to purchase and/or hold securities of the Underlying ETFs, even though the Underlying ETFs are not subject to NI 81-102;

(c) paragraph 2.5(2)(c) of NI 81-102 to permit each Fund to purchase and/or hold securities of the Underlying ETFs, even though the Underlying ETFs are not reporting issuers in a Canadian Jurisdiction (as defined below) (together with paragraphs (a) and (b) above, theTwo Tier Relief); and

(d) paragraph 2.5(2)(b) of NI 81-102 to permit each Fund to purchase and/or hold a security of another Fund that holds more than 10% of its net asset value (NAV) in securities of one or more Underlying ETFs (a Middle Fund, and collectively, the Middle Funds) (the Three Tier Relief, and together with the Two Tier Relief, the Exemption Sought).

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

(a) the Ontario Securities Commission (the OSC) is the principal regulator for this application; and

(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in all of the provinces and territories of Canada other than the Jurisdiction (together with the Jurisdiction, 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.

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 with its head office located in Toronto, Ontario.

2. The Filer is registered under applicable securities laws as: (a) an investment fund manager in Ontario, Québec and Newfoundland and Labrador; (b) a portfolio manager in each of the Canadian Jurisdictions; (c) an exempt market dealer in each of the Canadian Jurisdictions; (d) a commodity trading counsel in Ontario; and (e) a commodity trading manager in Ontario.

3. The Filer or its affiliate acts, or will act, as the manager of each of the Funds.

4. Each of the Funds is, or will be: (a) an investment fund; (b) structured as a trust or corporation or class thereof that is governed by the laws of the province of Ontario; (c) a reporting issuer in the Canadian Jurisdiction(s) in which its securities are distributed; and (d) governed by the provisions of NI 81-102, subject to any relief therefrom granted by the securities regulatory authorities of any Canadian Jurisdiction.

5. The securities of each of the Funds are, or will be, qualified for distribution in all of the Canadian Jurisdictions under a long form prospectus prepared pursuant to National Instrument 41-101 General Prospectus Requirements (NI 41-101) and Form 41-101F2 Information Required in an Investment Fund Prospectus (Form 41-101F2)or a simplified prospectus prepared pursuant to National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101) and Form 81-101F1 Contents of Simplified Prospectus (Form 81-101F1), as applicable.

6. Units of each Fund that is an exchange-traded mutual fund (an ETF) are, or will be, listed and traded on the Toronto Stock Exchange and may also be listed on one or more other stock exchanges.

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

8. In order to achieve its investment objective, each Fund may, from time to time, wish to invest up to 100% of its NAV in:

(a) securities of one or more Underlying ETFs (as defined below); and/or

(b) securities of one or more Middle Funds.

The Underlying ETFs

9. The key features of the TOPIX Exchange Traded Fund, NEXT FUNDS Nomura Shareholder Yield 70 ETF, iShares FTSE A50 China Index ETF and the ChinaAMC CSI 300 Index ETF (the Underlying ETFs) are set out below. The short-form name used for each Underlying ETF is its Bloomberg ticker.

TOPIX Exchange Traded Fund ("1306 JP")

10. 1306 JP is an investment trust established under Japanese law by a trust deed between Nomura Asset Management Co., Ltd. (Nomura), as manager, and Mitsubishi UFJ Trust and Banking Corporation (Mitsubishi), as trustee.

11. Nomura, the manager of 1306 JP, was established in 1959 under the laws of Japan and is regulated by the Japanese Financial Services Agency (the JFSA). Nomura is authorized by the JFSA to (i) engage in the issuance, offering and management of investment trusts, and (ii) provide investment advisory and discretionary management services.

12. 1306 JP was established on July 11, 2001 and currently lists its securities on the Tokyo Stock Exchange pursuant to a prospectus dated September 27, 2019.

13. The investment objective of 1306 JP is to track the performance of the Tokyo Stock Price Index (TOPIX). Nomura seeks to achieve this investment objective by investing all or substantially all of its assets in shares that are included in, or are due to be included in, the TOPIX. Individual shares that comprise the 1306 JP are held in proportions approximately equivalent to the ratio derived from the component proportions in terms of market capitalization of individual shares included in the TOPIX. In addition, 1306 JP may make complementary purchases of stock index futures connected with the TOPIX to keep the fund's performance tracked to the TOPIX.

14. The TOPIX was launched on July 1, 1969, and is calculated and maintained by the Tokyo Stock Exchange Co., Ltd.

15. The Filer and Nomura are independent of the Tokyo Stock Exchange Co., Ltd.

16. TOPIX is a free-float adjusted, market capitalization-weighted, index that is calculated based on all the domestic Japanese common shares listed on the First Section of the Tokyo Stock Exchange.

17. The methodology for the selection and weighting of the index constituents, including the names of the issuers included in TOPIX, is publicly available and updated from time to time.

NEXT FUNDS Nomura Shareholder Yield 70 ETF (2359 JP)

18. 2359 JP is an investment trust established under Japanese law by a trust deed between Nomura, as manager, and The Nomura Trust and Banking Co., Ltd., as trustee.

19. Nomura, the manager of 2359 JP, was established in 1959 under the laws of Japan and is regulated by the JFSA. Nomura is authorized by the JFSA to (i) engage in the issuance, offering and management of investment trusts, and (ii) provide investment advisory and discretionary management services.

20. 2359 JP was established on April 18, 2019 and currently lists its securities on the Tokyo Stock Exchange pursuant to a prospectus dated April 18, 2019.

21. The investment objective of 2359 JP is to seek to replicate the performance of the Nomura Shareholder Yield 70 index (the Nomura Index). Nomura seeks to achieve this investment objective by primarily investing in securities comprising the Nomura Index. In addition, 2359 JP may make complementary purchases of stock index futures connected with the Nomura Index or other Japanese indices to keep the fund's performance tracked to the Nomura Index.

22. The Nomura Index was launched in January 2008, and is calculated and maintained by Nomura Securities Co., Ltd.

23. The Filer is independent of Nomura Securities Co., Ltd. but Nomura, as an affiliate of Nomura Securities Co., Ltd., is not.

24. The Nomura Index is a share price index comprising shares in 70 companies that quantitative indicators, based on dividends, share buy-backs, etc., indicate to be proactive on shareholder returns. Constituent shares are selected from a universe of all common shares listed on Japanese stock exchanges (excluding shares in the "banks", "securities and commodities futures", "insurance" and "other financing business" sectors, based on the Tokyo Stock Exchange's 33 sector classifications).

25. The methodology for the selection and weighting of the Nomura Index constituents, including the names of the issuers included in the Nomura Index, is publicly available and updated from time to time.

iShares FTSE A50 China Index ETF(2823 HK)

26. 2823 HK is a Hong Kong unit trust and a sub-fund of iShares Asia Trust, an umbrella trust established under Hong Kong law by a trust deed between BlackRock North Asia Limited, as manager (BlackRock North Asia), and HSBC Institutional Trust Services (Asia) Limited, as trustee.

27. BlackRock North Asia, the manager of 2823 HK, was incorporated in 1998 under the laws of Hong Kong and is regulated by the Hong Kong Securities and Futures Commission (HKSFC). BlackRock North Asia is licensed by the HKSFA to (i) deal in securities, (ii) deal in futures contracts, (iii) advise on securities and corporate finance, and (iv) provide asset management services.

28. 2823 HK was established on November 18, 2004 and currently lists its units on the Stock Exchange of Hong Kong (SEHK) pursuant to a prospectus dated April 30, 2019.

29. The investment objective of 2823 HK is to provide investment results that, before fees and expenses, closely correspond to the performance of the FTSE A50 China Index (the "FTSE China Index). BlackRock North Asia seeks to achieve this objective by investing primarily in the securities of the companies constituting the FTSE China Index. 2823HK may also invest in futures contracts, index futures contracts, options on futures contracts and options related to the FTSE China Index, local currency and forward currency exchange contracts, and cash and cash equivalents for both hedging and non-hedging purposes, which the manager believes will help 2823 HK to achieve its investment objective. Investments in financial derivative instruments for non-hedging purposes will not exceed 10% of its NAV.

30. The FTSE China Index was launched in December 2003 and is calculated and maintained by the FTSE Group.

31. The Filer and BlackRock North Asia are independent of the FTSE Group.

32. The FTSE China Index is designed to represent the performance of the 50 largest companies by full market capitalization in the mainland Chinese market.

33. The methodology for the selection and weighting of the FTSE China Index constituents, including the names of the issuers included in the FTSE China Index, is publicly available and updated from time to time.

ChinaAMC CSI 300 Index ETF(3188 HK)

34. 3188 HK is a Hong Kong unit trust and a sub fund of ChinaAMC ETF, an umbrella unit trust established under Hong Kong law by a trust deed between China Asset Management (Hong Kong) Limited, as manager (ChinaAMC HK), and Cititrust Limited, as trustee.

35. ChinaAMC, the manager of 3188 HK, was established in 2008 under the laws of Hong Kong and is regulated by the HKSFC.

36. ChinaAMC HK is licensed by the HKSFA to (i) deal in securities, (ii) advise on securities and (iii) provide asset management services.

37. 3188 HK was established on October 26, 2012 and currently lists its securities on the Hong Kong Stock Exchange pursuant to a prospectus dated December 2019.

38. The investment objective of 3188 HK is to provide investment results that, before fees and expenses, closely correspond to the performance of the CSI 300 Index. ChinaAMC HK seeks to achieve this objective by investing primarily in the securities of the companies constituting the CSI 300 Index. Apart from derivative instruments that may be received as a result of corporate actions by issuers in the index, ChinaAMC HK has indicated that it has no intention to invest 3188 HK in any financial derivative instruments (including structured products or instruments) for hedging or non-hedging purposes. ChinaAMC HK will seek the prior approval of the HKSFC and provide at least one month's prior notice to unitholders before it engages in any such investments.

39. The CSI 300 Index was launched in January 2008, and is calculated and maintained by China Securities Index Co., Ltd. (CSI).

40. The Filer and ChinaAMC HK are independent of CSI.

41. The CSI 300 Index is a free float adjusted, category-weighted index which measures the performance of A-shares traded on the Shanghai Stock Exchange or the Shenzhen Stock Exchange. The CSI 300 Index consists of the 300 stocks with the largest market capitalization and good liquidity from the entire universe of listed A-shares companies in China. The CSI Index is calculated and disseminated in RMB on a real-time basis and is quoted in RMB.

42. The methodology for the selection and weighting of the CSI 300 Index constituents, including the names of the issuers included in the CSI 300 Index, is publicly available and updated from time to time.

43. Nomura, BlackRock North Asia and China AMC HK (collectively, the Underlying ETF Managers), as managers of the Underlying ETFs, being subject to the laws of Japan and Hong Kong, respectively, and subject to regulatory oversight by the JFSA and HKSFC, respectively, are subject to substantially equivalent regulatory oversight as the Filer, as the manager of the Funds, which is primarily regulated by the OSC. In discharging their duties, the Underlying ETF Managers must conduct their business with due skill, care and diligence.

44. The Tokyo Stock Exchange and Hong Kong Stock Exchange are each subject to substantially equivalent regulatory oversight to securities exchanges in Canada, and the listing requirements to be complied with by the Underlying ETFs in order to be admitted to trading on their exchanges are consistent with the listing requirements of the Toronto Stock Exchange.

45. Each index tracked by each Underlying ETF is, or will be, transparent, in that the methodology for the selection and weighting of index components is, or will be, publicly available.

46. Details of the components of each index tracked by each Underlying ETF, such as issuer name, ISIN and weighting of index components, are, or will be, publicly available and updated from time to time.

47. Each index tracked by each Underlying ETF includes sufficient component securities as to be broad-based and is distributed and referenced sufficiently so as to be broadly utilized.

48. Each Underlying ETF makes, or will make, the NAV of its holdings available to the public through at least one price information system associated with its exchange. Each Underlying ETF makes, or will make, its NAV available to the public on the website of its manager.

49. Each Underlying ETF is an "investment fund" and a "mutual fund" within the meaning of applicable Canadian securities legislation.

50. Each Underlying ETF will either: (a) hold securities that are included in a specified widely-quoted market index in substantially the same proportion as those securities are reflected in that index; or (b) invest in a manner that causes the issuer to replicate the performance of that index.

51. The Underlying ETFs are, or will be, subject to the following regulatory requirements and restrictions:

a) Each Underlying ETF is subject to a risk management framework through prescribed rules on governance, risk, regulation of service providers and safekeeping of assets;

b) No Underlying ETF is a "synthetic ETF", meaning that no Underlying ETF will principally rely on an investment strategy that makes use of swaps or other derivatives to gain an indirect financial exposure to the return of an index;

c) Each Underlying ETF is required to prepare a prospectus that discloses material facts similar to the disclosure required to be included in a prospectus or simplified prospectus of a Fund under NI 81-101or NI 41-101;

d) Each Underlying ETF prepares a condensed prospectus and/or a key investor information document, which forms part of the prospectus, and a factsheet, which together contain disclosure that is similar to the disclosure required to be included in the ETF Facts document required by Form 41-101F4 Information Required in an ETF Facts Document;

e) Each Underlying ETF is subject to continuous disclosure obligations which are similar to the disclosure obligations under National Instrument 81-106 Investment Fund Continuous Disclosure, including the requirement to prepare, in the case of 2823 HK and 3188 HK, unaudited semi-annual reports and, in the case of all Underlying ETFs, audited annual reports;

f) Each Underlying ETF is subject to investment restrictions limiting its holdings in a single issuer to no more than 10% of the Underlying ETF's NAV;

g) Each Underlying ETF is subject to investment restrictions limiting its holdings of illiquid securities to no more than 10% of the Underlying ETF's NAV;

h) Each Underlying ETF is subject to investment restrictions limiting its holdings of other investment funds, including other collective investment undertakings, to no more than 10% of the Underlying ETF's NAV;

i) Each Underlying ETF is required to update information of material significance in the prospectus;

j) In addition to complying with its stated investment objectives, each Underlying ETF is subject to restrictions concerning some or all of the following: portfolio concentration, ability to control issuers in its portfolio, the liquidity of its portfolio securities, investments in other investment funds, investments in real estate, short selling, writing of call options, and securities lending and the use of financial derivative instruments; and

k) each Underlying ETF has an investment manager that is subject to a governance framework which sets out the duty of care and standard of care, requiring the management board of the investment manager to act in the best interest of unitholders of the Underlying ETF.

The Two Tier Relief

52. Each Fund may, from time to time, wish to invest up to 100% of its NAV in securities of one or more Underlying ETFs, but will not invest more than, in the case of:

(a) a mutual fund that is not an alternative mutual fund, 10%; and

(b) an alternative mutual fund or a non-redeemable investment fund, 20%;

of its NAV in securities of a single Underlying ETF.

53. The Filer considers that investments in securities of the Underlying ETFs provide an efficient and cost-effective way for the Funds to achieve diversification and obtain exposure to the markets and asset classes in which such Underlying ETFs invest.

54. A Fund may also wish to invest in securities of Underlying ETFs to gain exposure to certain unique equity and fixed income strategies in global or international markets in circumstances where it would be in the best interests of the Fund to do so through investment in the securities of Underlying ETFs rather than through investments in individual securities, due to costs, difficulty in replicating those strategies or lack of availability of those strategies.

55. But for the fact that the securities of the Underlying ETFs are traded on a stock exchange in the Japan or Hong Kong and not on a stock exchange in Canada or the United States, such securities would otherwise qualify as "index participation units" (IPUs) within the meaning of NI 81-102.

56. The Filer wishes to invest assets of the Funds in securities of the Underlying ETFs on the same basis as would be permitted under NI 81-102 if the securities of the Underlying ETFs were traded on a stock exchange in Canada or the United States and were therefore IPUs.

57. In the absence of the Two Tier Relief, the Funds would not be permitted to purchase or hold securities of an Underlying ETF:

(a) since the Underlying ETF is not subject to NI 81-102 as prohibited by paragraphs 2.5(2)(a) and (a.1) of NI 81-102; and

(b) since the Underlying ETF is not a reporting issuer in a Canadian Jurisdiction, as prohibited by paragraph 2.5(2)(c) of NI 81-102.

58. If the securities of an Underlying ETF were IPUs within the meaning of NI 81-102, a Fund would be permitted to purchase and/or hold securities of one or more Underlying ETFs, since the Funds would be able to rely on the exceptions to the prohibitions in paragraphs 2.5(2)(a), (a.1) and (c) of NI 81-102 for investments in IPUs. The prospectus of each Fund that is relying on the Two Tier Relief will, no later than the next time that the prospectus of the Fund is renewed after the date of this decision, disclose the fact that the Fund has obtained the Two Tier Relief to permit investments in one or more of the Underlying ETFs on the terms described in this decision.

59. An investment by a Fund in one or more Underlying ETFs will be made in accordance with the Fund's investment objectives.

60. The investment objective and strategies of each Fund are, or will be, disclosed in each Fund's prospectus or simplified prospectus and any Fund that invests in an Underlying ETF will be permitted to do so in accordance with its investment objectives and strategies.

61. In particular, the investment strategies of each Fund stipulate, or will stipulate, that the Fund may invest a portion of its assets in other investment funds, domestic or foreign, which will permit each Fund to invest in an Underlying ETF.

62. The prospectus or simplified prospectus of each Fund provides, or will provide, all disclosure required by the securities legislation of the Canadian Jurisdictions for investment funds investing in other investment funds.

63. There will be no duplication of management fees or incentive fees as a result of an investment by a Fund in an Underlying ETF.

64. The amount of loss that could result from an investment by a Fund in an Underlying ETF will be limited to the amount invested by the Fund in such Underlying ETF.

65. Trading in securities of the existing Underlying ETFs will occur in the secondary market rather than by subscribing for or redeeming such securities directly from the Underlying ETFs.

66. As is the case with the purchase or sale of any other equity security made on an exchange, brokers are typically paid a commission in connection with trading in securities of exchange traded funds, such as the existing Underlying ETFs. Where a Fund purchases or sells securities of an Underlying ETF in the secondary market it will pay commissions to brokers in connection with the purchase or sale of securities of an Underlying ETF.

67. Securities of the existing Underlying ETFs are typically only directly subscribed for or redeemed by an authorized participant and the Funds would not directly subscribe for securities from the Underlying ETFs. The Funds will purchase and sell securities of the Underlying ETFs on the Tokyo Stock Exchange or the Hong Kong Stock Exchange.

68. Investment by a Fund in an Underlying ETF meets, or will meet, the fundamental investment objectives of such Fund.

69. An investment by a Fund in securities of each Underlying ETF represents, or will represent, the business judgement of responsible persons uninfluenced by considerations other than the best interests of the Fund.

70. A Fund, other than an alternative mutual fund or a non-redeemable investment fund, will not invest more than 10% of its NAV in securities issued by a single Underlying ETF and a Fund that is an alternative mutual fund or a non-redeemable investment fund will not invest more than 20% of its NAV in securities issued by a single Underlying ETF.

The Three-Tier Relief

71. Each Fund may, from time to time, wish to invest up to 100% of its NAV in securities of one or more Middle Funds.

72. The Filer submits that employing a three-tier fund-of-fund structure in this way achieves efficiencies from both an investment diversification and operational perspective. Such a structure will allow a Fund to obtain exposure to one or more Underlying ETFs on a cost-effective basis, including by allowing a Fund to purchase a currency-hedged Fund that employs a fund-of-fund structure.

73. In the absence of the Three Tier Relief, the Funds would not be permitted to purchase or hold a security of a Middle Fund if the Middle Fund holds more than 10% of its NAV in securities of Underlying ETFs, as prohibited by paragraph 2.5(2)(b) of NI 81-102.

74. But for the fact that the securities of the Underlying ETFs are traded on a stock exchange in Japan or Hong Kong and not on a stock exchange in Canada or the United States, such securities would otherwise qualify as IPUs within the meaning of NI 81-102.

75. If the securities of an Underlying ETF were IPUs within the meaning of NI 81-102, a Fund would be permitted to purchase and/or hold securities of one or more Middle Funds up to 100% of its NAV, since the Funds would be able to rely on the exception to the prohibition in subsection 2.5(2)(b) of NI 81-102 for investments in funds that hold IPUs.

76. The Filer wishes to be able to invest assets of the Funds in securities of Middle Funds on the same basis as would be permitted under NI 81-102 if the securities of the Underlying ETFs were traded on a stock exchange in Canada or the United States and were therefore IPUs.

77. Each Fund that is relying on the Three Tier Relief will provide the disclosure required by the securities legislation of the Canadian Jurisdictions, if any, for investment funds investing in other investment funds that themselves invest in other investment funds.

78. The prospectus of each Fund that is relying on the Three Tier Relief will, no later than the next time that the prospectus of the Fund is renewed after the date of this decision, disclose the fact that the Fund has obtained the Three Tier Relief to permit investments in one or more Middle Funds on the terms described in this decision.

79. There will be no duplication of management fees or incentive fees for the same service as a result of an investment by a Fund in a Middle Fund.

80. The amount of loss that could result from an investment by a Fund in a Middle Fund will be limited to the amount invested by the Fund in the Middle Fund.

81. An investment by a Fund in one or more Middle Funds will be made in accordance with the fundamental investment objectives of the Fund.

82. An investment by a Fund in a Middle Fund represents, or will represent, the business judgement of responsible persons uninfluenced by considerations other than the best interests of the Fund.

The Exemption Sought

83. In the absence of the Exemption Sought, the Funds would not be permitted to:

(a) purchase and/or hold securities of one or more Underlying ETFs; or

(b) purchase and/or hold securities of one or more Middle Funds.

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 Exemption Sought is granted provided that:

(a) the investment by a Fund in securities of an Underlying ETF is made in accordance with the fundamental investment objectives of the Fund;

(b) securities of the Underlying ETFs qualify as IPUs within the meaning of NI 81-102 but for the fact that they are traded on a stock exchange in Japan or Hong Kong and not a stock exchange in Canada or the United States;

(c) none of the Underlying ETFs are synthetic ETFs, meaning that they will not principally rely on an investment strategy that makes use of swaps or other derivatives to gain an indirect financial exposure to the return of an index;

(d) investments by a Fund, directly or indirectly, in securities of one or more of the Underlying ETFs comply with NI 81-102 as if securities of the Underlying ETFs were IPUs within the meaning of NI 81-102;

(e) in the event that there is a significant change to the regulatory regime applicable to the Underlying ETFs that results in a less restrictive regulatory regime compared to the current regime and that has a material impact on the management or operation of the Underlying ETFs in which the Funds are invested, the Funds do not acquire additional securities of such Underlying ETFs, and dispose of any securities of such Underlying ETFs in an orderly and prudent manner.

The Exemption Sought will terminate six months after the coming into force of any amendments to NI 81-102 that restrict or regulate a Fund's ability to invest in the Underlying ETFs or Middle Funds.

"Darren McKall"
Manager
Investment Funds and Structured Products Branch
Ontario Securities Commission