CI Investments Inc.
Headnote
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- relief granted under subsection 62(5) of the Securities Act to permit extension of fund's prospectus lapse date by 63 days to facilitate consolidation with the manager's primary fund family prospectus -- no conditions.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., ss. 62(5).
March 25, 2021
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 MSCI WORLD ESG IMPACT FUND (the Fund)
DECISION
Background
The principal regulator in the Jurisdiction has received an application from the Filer on behalf of the Fund for a decision under the securities legislation of the Jurisdiction (the Legislation) that the time limits for the renewal of the simplified prospectus, fund facts and annual information form of the Fund dated May 27, 2020 (collectively, the Prospectus) be extended to those time limits that would apply as if the lapse date of the Prospectus was July 29, 2021 (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).
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:
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. The Fund is a mutual fund established under the laws of Ontario. The Fund is a reporting issuer as defined in the securities legislation of each of the Jurisdictions.
4. Neither the Filer nor the Fund are in default of securities legislation in any of the Jurisdictions.
5. Securities of the Fund are currently qualified for distribution in each of the Jurisdictions under the Prospectus.
6. Pursuant to the Legislation, the lapse date for the Prospectus is May 27, 2021 (the Lapse Date). Accordingly, under the Legislation, the distribution of securities of the Fund would have to cease on the Lapse Date unless: (i) the Fund files a pro forma simplified prospectus at least 30 days prior to its Lapse Date; (ii) the final simplified prospectus is filed no later than 10 days after its Lapse Date; and (iii) a receipt for the final simplified prospectus is obtained within 20 days after its Lapse Date.
7. The Filer is the investment fund manager of the Fund and also the investment fund manager of approximately 142 other mutual funds (the Affiliated Funds) that currently distribute their securities to the public under a simplified prospectus, fund facts and annual information form (collectively, the Affiliated Funds' Prospectus) that have a lapse date of July 29, 2021.
8. The Filer wishes to combine the Prospectus with the Affiliated Funds' Prospectus in order to reduce renewal and related costs. Offering the Fund 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 Fund and the Affiliated Funds in matters such as switching between the Fund and the Affiliated Funds, facilitate the distribution of the Fund 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 Fund 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 Fund on or before the current Lapse Date. As the Renewal Documents of the Affiliated Funds is a large document and there is an in-depth internal review process that the Filer undertakes when renewing such documents, the Filer would not have sufficient time to finalize and file the pro forma Renewal Documents of the Affiliated Funds by at least 30 days prior to 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' Prospectus. The ability to incorporate the Fund into the Affiliated Funds' Prospectus will ensure that the Filer can make the operational and administrative features of the Fund 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 Prospectus of the Fund twice within a short period of time in order to consolidate the Prospectus with the Affiliated Funds' Prospectus, 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 Prospectus. Accordingly, the Prospectus represents current information regarding the Fund.
13. Given the disclosure obligations of the Filer and the Fund, should any material change in the business, operations or affairs of the Fund occur, the Prospectus of the Fund will be amended as required under the Legislation.
14. New investors of the Fund will receive delivery of the most recently filed fund facts document(s) of the Fund. In addition, the Prospectus will remain available to investors upon request.
15. The Requested Relief will not affect the accuracy of the information contained in the Prospectus and will therefore not be prejudicial to the public interest.
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 Requested Relief is granted.