National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Relief granted to mutual funds for extensions of lapse dates of their prospectuses -- Filer will incorporate offering of the funds under the same offering documents when they are renewed -- Extensions of lapse dates will not affect the currency or accuracy of the information contained in the current prospectuses.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5).
May 29, 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) AND CI CANADIAN DIVIDEND PRIVATE POOL, CI GLOBAL EQUITY CORE PRIVATE POOL (the Funds)
The principal regulator in the Jurisdiction has received an application from the Filer on behalf of the Funds for a decision under the securities legislation of the Jurisdiction (the Legislation) that the time limits for the renewal of the simplified prospectus of the Funds dated June 13, 2019 be extended to the time limits that would apply if the lapse date of the simplified prospectus of the Funds was August 2, 2020 (the Requested Relief).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):
(a) the Ontario Securities Commission is the principal regulator for this application, and
(b) 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 each of the other provinces and territories of Canada (together with Ontario, the Jurisdictions).
Terms defined in National Instrument 14-101 -- Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.
This decision is based on the following facts represented by the Filer:
1. The Filer is a corporation incorporated under the laws of Ontario. The Filer's head office is located in Toronto, Ontario.
2. The Filer is registered as follows:
a. under the securities legislation of all Jurisdictions as a portfolio manager and exempt market dealer;
b. under the securities legislation of Ontario, Québec, and Newfoundland and Labrador as an investment fund manager; and
c. under the Commodity Futures Act (Ontario) as a commodity trading counsel and a commodity trading manager.
3. Each of the Funds is a mutual fund established under the laws of Ontario. Each of the Funds is a reporting issuer as defined in the securities legislation of each of the Jurisdictions.
4. Neither the Filer nor any of the Funds is in default of securities legislation in any of the Jurisdictions.
5. Securities of the Funds are currently qualified for distribution in each of the Jurisdictions under the current simplified prospectus of the Funds dated June 13, 2019 (the Current Prospectus).
6. The lapse date for the Current Prospectus is June 13, 2020 (the Current Lapse Date). Accordingly, under the Legislation, the distribution of securities of each of the Funds would have to cease on the Current Lapse Date unless: (i) the Funds file a pro forma simplified prospectus at least 30 days prior to its Current Lapse Date; (ii) the final simplified prospectus is filed no later than 10 days after its Current Lapse Date; and (iii) a receipt for the final simplified prospectus is obtained within 20 days after its Current Lapse Date.
7. The Filer is the investment fund manager of the Funds and also the investment fund manager of approximately 142 other mutual funds as listed in Schedule A (the Affiliated Funds) that currently distribute their securities to the public under a simplified prospectus that has a lapse date of August 2, 2020 (the Affiliated Funds' Prospectus).
8. The Filer wishes to combine the Current Prospectus with the Affiliated Funds' Prospectus in order to reduce renewal and related costs. Offering the Funds under the same renewal simplified prospectus, annual information form and fund facts documents (collectively Renewal Documents) as the Affiliated Funds' would assist in disseminating information with respect to the Funds and the Affiliated Funds in matters such as switching between the Funds and the Affiliated Funds, facilitate the distribution of the Funds in the Jurisdictions under the same prospectus and enable the Filer to streamline disclosure across the Filer's fund platform. The Affiliated Funds also share many common operational and administrative features with the Funds and combining them in the same Renewal Documents will allow investors to more easily compare their features.
9. It would be impractical to alter and modify all the dedicated systems, procedures and resources required to prepare the Renewal Documents of the Affiliated Funds, and unreasonable to incur the costs and expenses associated therewith, so that the Renewal Documents of the Affiliated Funds can be filed earlier with the Renewal Documents of the Funds on or before the Current Lapse Date.
10. The Filer may make changes to the features of the Affiliated Funds as part of the process of renewing the Affiliated Funds' Renewal Documents. The ability to file the Renewal Documents of the Funds with those of the Affiliated Funds will ensure that the Filer can make the operational and administrative features of the Funds and the Affiliated Funds consistent with each other, if necessary.
11. If the Requested Relief is not granted, it will be necessary to renew the Renewal Documents of the Funds twice within a short period of time in order to consolidate the Renewal Documents of the Funds with the Affiliated Funds' Renewal Documents, and it would be unreasonable for the Filer to incur the costs and expenses associated therewith, given that investors would not be prejudiced by the Requested Relief.
12. There have been no material changes in the affairs of the Funds since the date of the Current Prospectus. Accordingly, the Current Prospectus, current annual information form and current fund facts documents of the Funds represents current information regarding the Funds.
13. Given the disclosure obligations of the Filer and the Funds, should any material change in the business, operations or affairs of the Funds occur, the Current Prospectus and current fund facts document(s) of the applicable Fund(s) will be amended as required under the Legislation.
14. New investors of the Funds will receive delivery of the most recently filed fund facts document(s) of the applicable Fund(s). In addition, the Current Prospectus of each of the Funds will remain available to investors upon request.
15. The Requested Relief will not affect the accuracy of the information contained in the Current Prospectus or the respective fund facts documents of each of the Funds and will therefore not be prejudicial to the public interest.
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 Requested Relief is granted.