CI Investments Inc.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Relief from sections 13.5(2)(b)(ii) and (iii) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations to permit in-specie subscriptions by top funds in relation to related private funds, subject to conditions.

Applicable Legislative Provisions

National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 13.5 and 15.1.

December 21, 2023

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. (CI)

AND

THE TOP FUNDS
AND
THE PRIVATE MARKETS FUNDS
(both as defined below)

DECISION

Background

The principal regulator in the Jurisdiction has received an application (the Application) from CI and its affiliates (collectively, the Filer), on behalf of investment funds managed by the Filer subject to National Instrument 81-102 Investment Funds (NI 81-102) and National Instrument 81-107 Independent Review Committee for Investment Funds (NI 81-107) (the Existing Public Top Funds) and investment funds managed by the Filer that are not reporting issuers subject to NI 81-102 and NI 81-107 (the Existing Private Top Funds) and any future investment funds managed by the Filer that are, or will be, reporting issuers subject to NI 81-102 and NI 81-107 (the Future Public Top Funds, and together with the Existing Public Top Funds, thePublic Top Funds) or are not, or will not be, reporting issuers subject to NI 81-102 and NI 81-107 (the Future Private Top Funds, together with the Existing Private Top Funds, thePrivate Top Funds, and the Private Top Funds together with the Public Top Funds, theTop Funds).

The Filer intends to

(a) cause the Applicable Top Funds (as defined below) to make an in specie subscription (each subscription, an In Specie Subscription)) for securities of the Existing Private Markets Fund(s) (as defined below) whereby the Applicable Top Fund would purchase securities of the Existing Private Markets Fund(s) by transferring the Underlying Investments (as defined below) held by the Applicable Top Fund in payment of the subscription price and

(b) cause a Top Fund to make an In Specie Subscription for securities of a Private Markets Fund (as defined below) whereby the Top Fund would purchase securities of the Private Markets Fund by transferring liquid market securities in payment of the subscription price

and therefore has applied for a decision under the securities legislation of the Jurisdiction (the Legislation) exempting the Filer when it wishes to cause a Top Fund to make an In Specie Subscription for securities of a Private Markets Fund from the restrictions in paragraph 13.5(2)(b) (ii) and (iii) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103) that prohibits a registered adviser from knowingly causing an investment portfolio managed by it, including an investment fund for which it acts as adviser, to transfer securities of any issuer to another investment fund of which the registered adviser also acts as an adviser (the Exemption Sought).

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

(a) the Ontario Securities Commission is the principal regulator for the 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 Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Québec, Prince Edward Island, Saskatchewan and Yukon (together with Ontario, the 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.

Applicable Top Funds means each of CI Select 100e Managed Portfolio Corporate Class, CI Select 20i80e Managed Portfolio Corporate Class, CI Select 30i70e Managed Portfolio Corporate Class, CI Select 40i60e Managed Portfolio Corporate Class, CI Select 50i50e Managed Portfolio Corporate Class, CI Select 60i40e Managed Portfolio Corporate Class, CI Select 70i30e Managed Portfolio Corporate Class, CI Select 80i20e Managed Portfolio Corporate Class, CI Income Fund, Global Income Allocation Corporate Class, Global Income Allocation Pool and Global Equity Allocation Pool.

Existing Private Markets Funds means each of CI Private Markets Growth Fund and CI Private Markets Income Fund.

Private Markets Funds means the Existing Private Markets Funds, and any other similar investment fund created by the Filer after the date hereof.

Underlying Investments means the investments to be made by the Private Markets Funds pursuant to their investment objectives in securities of issuers that are not investment funds.

Representations

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

The Filer

1. CI is a corporation amalgamated under the laws of the province of Ontario with its head office located in Toronto, Ontario.

2. CI is registered as follows:

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

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

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

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

3. The Filer is not a reporting issuer in any province or territory of Canada.

4. The Filer and its affiliates are not in default of securities legislation in any province or territory of Canada.

The Top Funds

5. Each of the Applicable Top Funds is a Public Top Fund and is a reporting issuer under the laws of one or more provinces and territories of Canada.

6. The Filer acts as the manager and portfolio adviser of the Top Funds, which includes Public Top Funds and Private Top Funds.

7. The Filer, as manager of each Top Fund, has established an independent review committee (IRC) for each Top Fund in accordance with the requirements of NI 81-107.

8. The Top Funds are not in default of securities legislation in any province or territory of Canada.

The Private Markets Funds

9. Each of the Existing Private Markets Funds is organized as a trust established under the laws of the province of Ontario. Any future Private Markets Fund is expected to also be created under the laws of the province of Ontario.

10. The securities of the Existing Private Markets Funds are distributed on a private placement basis pursuant to available prospectus exemptions, including to the Top Funds pursuant to a decision of the Ontario Securities Commission dated November 30, 2022 (the 2022 Decision). The Existing Private Markets Funds are not reporting issuers under the laws of any province or territory of Canada. The Existing Private Markets Funds are non-redeemable investment funds (and not mutual funds) as such terms are defined under Canadian securities legislation. Any future Private Markets Fund will also not be reporting issuers and will be non-redeemable investment funds, and not mutual funds.

11. The Filer acts as the manager and portfolio adviser of the Existing Private Markets Funds and will act as manager and portfolio adviser of any future Private Markets Fund.

12. The investment objectives of the Existing Private Markets Funds are:

(a) For CI Private Markets Growth Fund -- to seek to deliver long-term capital appreciation by providing exposure to a globally diversified portfolio of private equity, private debt and other private market and public market investments. To achieve its investment objective, CI Private Markets Growth Fund will invest in Underlying Investments, including private equity, venture capital, private debt, real estate, infrastructure and other private markets funds and vehicles, managed by third-party and/or related managers, as well as make related co-investments. CI Private Markets Growth Fund will also invest in equity and equity-related securities, as well as fixed income securities issued by Canadian and U.S. governments and companies, directly or indirectly through investment funds and exchange-traded funds.

(b) For CI Private Markets Income Fund -- to seek to deliver income generation by providing exposure to a globally diversified portfolio of private debt and other private market and public market investments. To achieve its objective, CI Private Markets Income Fund will invest in Underlying Investments, including private debt, private equity, real estate, infrastructure, agriculture, timberlands, royalty funds and other private markets funds and vehicles, managed by third-party and/or related managers, as well as make related co-investments. CI Private Markets Income Fund will also invest in fixed income securities issued by Canadian and U.S. governments and companies and other income generating assets, directly or indirectly through investment funds and exchange-traded funds.

13. Each of the Existing Private Markets Fund is not in default of securities legislation in any province or territory of Canada.

14. Any future Private Markets Fund established after the date of this Application will have similar investment objectives and strategies and will be consistent with the description of Look-Through Funds as defined in the 2022 Decision.

One-time In Specie Subscriptions -- Applicable Top Funds and Existing Private Markets Funds

15. The Filer wishes to engage in the In Specie Subscriptions, pursuant to which each Applicable Top Fund will subscribe for securities of one or both of the Existing Private Markets Funds and, as payment for those securities, deliver Underlying Investments held by the Applicable Top Fund. It is anticipated that the In Specie Subscriptions of Underlying Investments will be completed during the first quarter of 2024 and will be timed to coincide with the current valuation of the Underlying Investments and the Existing Private Markets Funds. The investments held by the Applicable Top Funds in Underlying Investments are securities of CI Adams Street Global Private Markets Fund and HarbourVest Infrastructure Income Cayman Parallel Partnership LP. The Applicable Top Funds made the investment in CI Adams Street Global Private Markets Fund pursuant to a decision of the Ontario Securities Commission dated December 29, 2020. No regulatory relief was required to permit the Applicable Top Funds to invest in HarbourVest Infrastructure Income Cayman Parallel Partnership LP, given that the Filer is not related to the manager and portfolio adviser of this Underlying Investment.

16. As the Filer is the registered portfolio adviser of the Applicable Top Funds, the Filer is a "responsible person" within the meaning of NI 31-103 in respect of the Applicable Top Funds, and any affiliate of the Filer that has access to, or participates in formulating, an investment decision on behalf of an Applicable Top Fund would be a 'responsible person' within the meaning of NI 31-103 in respect of such Top Fund.

17. As an affiliate of the Filer is the trustee of the Existing Private Markets Funds, the Existing Private Markets Funds may be "associates" of the Filer and accordingly, absent the grant of the Exemption Sought, the Filer may be precluded by the provisions of section 13.5(2)(b)(ii) of NI 31-103 from effecting In Specie Subscriptions. As the Filer is the manager and portfolio adviser of the Existing Private Markets Funds, absent the grant of the Exemption Sought, the Filer may be precluded by section 13.5(2)(b)(iii) of NI 31-103 from effecting the In Specie Subscriptions.

18. The Filer has determined that the Underlying Investments held by the Applicable Top Funds are better held directly by the Existing Private Markets Funds to allow for cost effective and efficient ways for the Filer to manage the Underlying Investments within the Existing Private Markets Funds and not within a broader universe of the Top Funds. Causing the Underlying Investments to be held by the Existing Private Markets Funds, rather than directly by the Applicable Top Funds is also expected to increase the asset base of the Existing Private Markets Funds, which is expected to result in additional benefits to all Top Funds (as well as the Existing Private Markets Funds and any other investor investing in the Existing Private Markets Funds), including increased diversification and better economies of scale through greater administrative efficiency, all which will allow the Top Funds that wish to have exposure to Underlying Investments in the manner contemplated in the 2022 Decision to achieve their investment strategy in a more cost efficient manner.

19. In the circumstances, an Applicable Top Fund is not able to dispose of the Underlying Investments into the "markets" in the way that might be possible for a publicly traded security, given the nature of the Underlying Investments and the restrictions on transfers. The Filer considers there is no other way to cause the Applicable Top Funds to transfer the Underlying Investments to the Existing Private Markets Funds, absent the grant of the Exemption Sought, given the provisions of NI 31-103. An inter-fund transfer of the Underlying Investments between the Applicable Top Funds and the Existing Private Markets Fund is also not possible, since section 6.1 of NI 81-107 only permits inter-fund transfers of listed securities.

20. The only cost which will be incurred by an Applicable Top Fund for an In Specie Subscription may be a nominal administrative charge, if any, levied by the custodian of the relevant Applicable Top Fund in recording the trades, and any commission charged by the dealer (if any) executing the trade.

21. The Filer, as manager of the Funds, will value the Underlying Investments transferred by an Applicable Top Fund under an In Specie Subscription on the same valuation day on which the purchase price of the securities of the Existing Private Markets Funds is determined. With respect to the purchase of the securities of the Existing Private Markets Funds, the Underlying Investments transferred to the Existing Private Markets Funds under an In Specie Subscription in satisfaction of the purchase price of those securities will be valued as if the Underlying Investments were portfolio assets of the Existing Private Markets Funds, as contemplated by section 9.4(2)(b)(iii) of NI 81-102. The valuation of the Underlying Investments to be transferred by the Applicable Top Funds will be based on the independent valuations of the Underlying Investments carried out by:

(a) Adams Street Partners, LLC, which is not related to the Filer, and which manages Adams Street Global Private Markets Fund LP through which CI Adams Street Global Private Markets Fund invests and

(b) HarbourVest Partners L.P., which is not related to the Filer and which manages HarbourVest Infrastructure Income Cayman Parallel Partnership LP, a Cayman Islands exempted limited partnership.

22. The securities of the Existing Private Markets Funds that will be issued to the Applicable Top Funds under the In Specie Subscription will be valued at the current valuation of the Existing Private Markets Funds, which will be consistent with the 2022 Decision, which requires that the net asset value of the Existing Private Markets Funds be based on the valuation of the applicable portfolio assets to which the various Underlying Investments held by the Existing Private Markets Funds has exposure, determined independently from the Filer or any CI Associate (as applicable).

23. The In Specie Subscriptions will be subject to (i) compliance with the written policies and procedures of the Filer respecting In Specie Subscriptions that are consistent with applicable securities legislation, and (ii) the oversight of the Chief Compliance Officer of the Filer to ensure that the transaction represents the business judgment of the Filer acting in its discretionary capacity with respect to the Applicable Top Fund, uninfluenced by considerations other than the best interests of the Applicable Top Fund.

24. The Filer has determined that it will be in the best interests of the Applicable Top Funds and the Existing Private Markets Funds to obtain the Exemption Sought and effect the In Specie Subscriptions of Underlying Investments. The IRC for the Top Funds will be asked to approve the In Specie Subscriptions in respect of Underlying Investments.

25. The Filer obtained a decision from the Ontario Securities Commission to permit "in specie transfers" between its Managed Accounts, Pooled Funds and NI 81-102 Funds (all as defined) pursuant to a decision dated June 9, 2022 (the In Specie Decision). The In Specie Subscriptions of the Applicable Top Funds with the Existing Private Markets Funds are not contemplated by the In Specie Decision (which permits in specie subscriptions and redemptions for specific scenarios involving the Top Funds, none of which contemplate the In Specie Subscriptions between the Applicable Top Funds and the Existing Private Markets Funds), nor are they permitted by NI 81-102 in the same way that in specie subscriptions between funds subject to NI 81-102 are permitted. The purpose of the In Specie Subscriptions by the Applicable Top Funds for securities of the Existing Private Markets Funds is to give effect to the Filer's objective to cause the applicable Underlying Investments (and only the Underlying Investments) to be transferred to, and held within the Existing Private Markets Funds. This will be a one-time In Specie Subscription by the Applicable Top Funds for securities of the Existing Private Markets Funds, where payment will be through the transfer of the Underlying Investments.

26. The In Specie Subscriptions of each Applicable Top Fund with the Existing Private Markets Funds will only be carried out if the Applicable Top Fund will, following such subscriptions, not have more than 10% of its net assets invested in the Existing Private Markets Funds and will be in compliance with section 2.4 of NI 81-102.

In Specie Subscriptions -- Top Funds (Liquid Securities) and Private Markets Funds

27. The Filer wishes to engage in additional In Specie Subscriptions, pursuant to which a Top Fund would purchase securities of one of the Private Markets Funds and, as payment for those securities, deliver liquid market securities held by the Top Fund.

28. The same reasons why the Exemption Sought is requested in respect of In Specie Subscriptions in respect of Underlying Investments applies to In Specie Subscriptions into the Private Market Funds in respect of liquid market securities.

29. The In Specie Subscriptions by the Top Funds are expected to increase the asset base of the Private Markets Funds, which is expected to result in additional benefits to all Top Funds (as well as the Private Markets Funds and any other investor investing in the Private Markets Funds), including more favourable pricing and transaction costs on portfolio trades, increased access to investments when there is a minimum subscription or purchase amount and better economies of scale through greater administrative efficiency.

30. In the circumstances, instead of a Top Fund disposing of the liquid market securities and the Private Markets Funds purchasing the same securities and incurring unnecessary brokerage costs, the portfolio securities will, pursuant to the In Specie Subscriptions, be acquired by the Private Markets Funds in exchange for an issuance of securities rather than an outlay of cash. Similarly, the Filer does not wish to engage in an "interfund trade" (which would require the Private Markets Fund to pay cash for these liquid market securities), but rather wishes to engage in In Specie Subscriptions, so as to preserve the cash balances of the Private Markets Funds.

31. The only cost which will be incurred by a Top Fund for an In Specie Subscription of liquid market securities may be a nominal administrative charge, if any, levied by the custodian of the relevant Top Fund in recording the trades, and any commission charged by the dealer (if any) executing the trade.

32. The Filer, as manager of the Funds, will value the liquid market securities transferred by a Top Fund under an In Specie Subscription on the same valuation day on which the purchase price of the securities of the Private Markets Fund is determined. With respect to the purchase of the securities of the Private Markets Fund, the liquid market securities transferred to the Private Markets Fund under an In Specie Subscription in satisfaction of the purchase price of those securities will be valued as if the liquid market securities were portfolio assets of the Private Markets Fund, as contemplated by section 9.4(2)(b)(iii) of NI 81-102.

33. The securities of the Private Markets Funds that will be issued to the Top Funds under these In Specie Subscriptions will be valued at the current valuation of the Private Markets Funds, which will be consistent with the 2022 Decision, which requires that the net asset value of the Private Markets Funds be based on the valuation of the applicable portfolio assets to which the various Underlying Investments held by the Private Markets Funds has exposure, determined independently from the Filer or any CI Associate (as applicable).

34. The Filer will cause these In Specie Subscriptions to occur whenever it considers it appropriate for the applicable Private Markets Funds to hold securities for cash management purposes as contemplated in the 2022 Decision and the Top Fund wishes to invest in the Private Markets Fund.

35. These In Specie Subscriptions will be subject to (i) compliance with the written policies and procedures of the Filer respecting In Specie Subscriptions that are consistent with applicable securities legislation, and (ii) the oversight of the Chief Compliance Officer of the Filer to ensure that the transaction represents the business judgment of the Filer acting in its discretionary capacity with respect to the Top Fund, uninfluenced by considerations other than the best interests of the Top Fund.

36. The Filer has determined that it will be in the best interests of the Top Funds and the Private Markets Funds to obtain the Exemption Sought and effect the In Specie Subscriptions of liquid market securities.

37. The In Specie Decision does not contemplate these In Specie Subscriptions in respect of liquid market investments (due to the specific in specie subscriptions and redemptions contemplated in the In Specie Decision), nor are these In Specie Subscriptions permitted by NI 81-102 in the same way that in specie subscriptions between NI 81-102 funds subject to NI 81-102 are permitted.

38. The In Specie Subscriptions of each Top Fund with the Private Markets Funds will only be carried out if the Top Fund will, following such subscriptions, not have more than 10% of its net assets invested in the Private Markets Funds and will be in compliance with section 2.4 of NI 81-102.

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) For the In Specie Subscriptions of the Applicable Top Funds in the Existing Private Markets Funds:

(i) the IRC for the Applicable Top Funds has approved the In Specie Subscriptions as a one-time transaction in accordance with the terms of subsection 5.2(2) of NI 81-107;

(ii) The valuation of the Underlying Investments to be transferred to the Existing Private Markets Funds pursuant to the In Specie Subscriptions will be conducted in accordance with paragraphs 15 and 21 of this Decision and the value of the Underlying Investments transferred to the Existing Private Markets Funds by the Applicable Top Funds is equal to the issue price of the securities of the Existing Private Markets Funds for which they are used as payment, valued as if the Underlying Investments were portfolio assets of those Existing Private Markets Funds.

(iii) The Underlying Investments are acceptable to the Filer, as portfolio adviser of the Existing Private Markets Funds and consistent with the Existing Private Markets Funds' investment objectives.

(iv) The Existing Private Markets Funds would, at the time of the transaction, be permitted to acquire the Underlying Investments held by the Applicable Top Funds.

(v) The valuation of the securities of the Existing Private Markets Fund to be issued to the Applicable Top Funds as part of the In Specie Subscriptions will be conducted in accordance with paragraphs 15 and 22 of this Decision.

(b) For the In Specie Subscriptions by the Top Funds for securities of the Private Markets Funds where liquid market securities are transferred in payment for the purchase price:

(i) the IRC for the Top Funds has approved the In Specie Subscriptions in accordance with the terms of subsection 5.2(2) of NI 81-107.

(ii) The Filer, as manager of the Top Funds, and the IRC, comply with the requirements of section 5.4 of NI 81-107 for any standing instructions the IRC provides in respect of the In Specie Subscriptions by the Top Funds.

(iii) The Private Markets Funds would, at the time of the In Specie Subscriptions, be permitted to acquire the liquid market securities.

(iv) The liquid market securities are acceptable to the Filer, as portfolio adviser of the Private Markets Funds and consistent with the Private Markets Funds' investment objectives.

(v) The value of the liquid market securities transferred to the Private Markets Funds by the Top Funds is equal to the issue price of the securities of the Private Markets Funds for which they are used as payment, valued as if the liquid market securities were portfolio assets of those Private Markets Funds.

(vi) The valuation of the securities of the Private Markets Funds to be issued to the Top Funds as part of the In Specie Subscriptions will be conducted in accordance with paragraph 33 of this Decision.

(c) Each Top Fund keeps written records of all In Specie Subscriptions in a financial year of the Top Fund, reflecting details of the portfolio securities delivered by the Top Fund and the value assigned to such securities, for five years after the end of the financial year, the most recent two years in a reasonably accessible place.

(d) The Filer does not receive any compensation in respect of any subscription for securities of the Private Markets Funds and, in respect of any delivery of portfolio securities further to an In Specie Subscription, the only charge paid by a Top Fund if any, is a nominal administrative charge levied by the custodian in recording the trade and any commission charged by the dealer (if any) executing the trade.

Application File #: 2023/0450