I.G. Investment Management, Ltd.
Headnote
NP 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- approval of mutual fund mergers -- required because mergers do not meet the criteria for pre-approval in respect of investment objectives -- granted subject to securityholder approval.
Applicable Legislative Provisions
NI 81-102 Investment Funds, ss. 5.5(1)(b), 5.6(1)(a), and 5.7(1)(b).
May 7, 2021
IN THE MATTER OF THE SECURITIES LEGISLATION OF MANITOBA AND ONTARIO (the Jurisdictions) AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS AND IN THE MATTER OF THE MERGERS OF IG MACKENZIE LOW VOLATILITY CANADIAN EQUITY FUND, IG IRISH LIFE GLOBAL EQUITY FUND (the "Terminating Funds") IN THE MATTER OF I.G. INVESTMENT MANAGEMENT, LTD. (the "Filer")
DECISION
BACKGROUND
The securities regulatory authority or regulator in each of the Jurisdictions (the "Decision Maker") has received an application from the Filers for a decision under the securities legislation of the Jurisdictions (the "Legislation") for approval under paragraph 5.5(1)(b) of National Instrument 81-102 Investment Funds ("NI 81-102") of the mergers (the "Mergers") of the Terminating Funds into the applicable Continuing Funds as defined below (the "Approval Sought").
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application):
(a) The Manitoba Securities Commission is the principal regulator for this application;
(b) the Filers have provided notice that subparagraph 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Yukon, Nunavut and the North West Territories; and
(c) the decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.
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 Fund means each of IG FI Canadian Equity Fund and IG Mackenzie Global Fund (collectively, the Continuing Funds);
Effective Date means on or about June 18, 2021, the anticipated date of the Mergers;
Funds means collectively, the Terminating Funds and the Continuing Funds;
REPRESENTATIONS
This decision is based on the following facts represented by the Filer:
The Filers
1. The Filer is a corporation continued under the laws of Ontario. It is the trustee and manager of the Terminating Funds and the Continuing Funds. The head office of Filer is in Winnipeg, Manitoba.
2. Filer is registered as a Portfolio Manager and an Investment Fund Manager in Manitoba, Ontario, and Quebec and as an Investment Fund Manager in Newfoundland and Labrador.
3. Filer is not in default of any of the requirements of securities legislation of any of the provinces and territories of Canada.
The Funds
4. All of the Funds are open-end mutual funds established or continued under a Master Declaration of Trust under the laws of Manitoba.
5. Securities of the Funds are qualified for distribution in each province and territory of Canada pursuant to a simplified prospectus ("SP"), annual information form ("AIF") and fund facts ("Fund Facts") prepared in accordance with National Instrument 81-101 Mutual Fund Prospectus Disclosure dated August 28, 2020 (the "Offering Documents").
6. The net asset values of each series of the Funds are calculated on a daily basis on each day that Filer is open for business.
7. None of the Funds are in default of any of the requirements of securities legislation of any province or territory in Canada.
Reasons for the Approval Sought
8. Approval of the Mergers is required because each Merger does not satisfy all of the criteria for pre-approved reorganizations and transfers set out in section 5.1 of NI 81-102. More specifically, the fundamental investment objectives of the Continuing Funds are not, or may be considered not to be, "substantially similar" to the investment objectives of their corresponding Terminating Funds.
9. Except as noted above, the Mergers will otherwise comply with all other criteria for preapproved reorganizations and transfers set out in section 5.6 of NI 81-102.
The Proposed Mergers
10. Pursuant to the Mergers, unitholders of each of the Terminating Funds would become unitholders of the applicable Continuing Fund, as follows:
Terminating Fund
Continuing Fund
IG Mackenzie Low Volatility Canadian Equity Fund
IG FI Canadian Equity Fund
IG Irish Life Low Volatility Global Equity Fund
IG Mackenzie Global Fund
11. The Mergers do not require approval of unitholders of the Continuing Funds as the Filer has determined that the Mergers do not constitute material changes for any of the Continuing Funds.
12. As required by National Instrument 81-107 Independent Review Committee for Investment Funds, the IG Wealth Management Funds' Independent Review Committee (IRC) has been appointed for the Funds. The Filer presented the terms of the Mergers to the IRC for a recommendation. The IRC reviewed the Mergers and provided a positive recommendation for each of the Mergers, having determined that the Mergers, if implemented, would achieve a fair and reasonable result for the Funds and their respective unitholders.
13. In accordance with National Instrument 81-106 -- Investment Fund Continuous Disclosure (NI 81-106), a press release announcing the Mergers was issued and filed via SEDAR on March 12, 2021. A material change report and amendments to the Offering Documents with respect to the Mergers were filed in accordance with NI 81-106.
14. By way of order dated November 29, 2016, the Filer was granted relief (the Notice-and Access Relief) from the requirement set out in paragraph 12.2(2)(a) of NI 81-106 to send a printed management information circular to unitholders while proxies are being solicited. Subject to certain conditions, the Notice-and-Access Relief instead allows a notice-and access document to be sent to such unitholders. Pursuant to the requirements of the Notice-and-Access Relief, the notice-and-access document, a form of proxy in connection with each special meeting of unitholders of the Funds, as well as the most recent fund facts document(s) for the applicable series of the Continuing Funds will be mailed to unitholders of the Terminating Funds commencing on or about April 22, 2021. The management information circular and forms of proxy (collectively, the Meeting Materials) in connection with special meetings of unitholders of the Funds will be posted on the Filer's website at www.ig.ca. The Meeting Materials will also appear on the SEDAR website at www.sedar.com.
15. The Meeting Materials describe all of the relevant facts concerning the Mergers relevant to each unitholder, including the differences between investment objectives, strategies of the Terminating Funds and the Continuing Funds, the IRC's recommendations regarding the Mergers, and income tax considerations so that unitholders of the Terminating Funds may consider this information before voting on the Mergers. The Meeting Materials also describe the various ways in which unitholders can obtain a copy of the simplified prospectus and annual information form of the Continuing Funds, as well as the most recent interim and annual financial statements and management reports of fund performance for the Continuing Funds, at no cost.
16. Fund facts document(s) relating to the applicable series of each Continuing Fund were mailed to unitholders of the corresponding series of each Terminating Fund.
17. The Filer will pay for the costs of the Mergers. These costs consist mainly of brokerage charges associated with the trades that occur both before and after the date of the Mergers and legal, proxy solicitation, printing, mailing and regulatory fees. There are no charges payable by unitholders of the Terminating Funds who acquire units of the corresponding Continuing Funds as a result of the Mergers.
18. Unitholders of each of the Terminating Funds will be asked to approve the Merger associated with that Terminating Fund at a special meeting of unitholders scheduled to be held on or about June 3, 2021.
19. Following the implementation of the Mergers, all systematic plans that will be established with respect to the Terminating Funds will be re-established in the Continuing Fund, on a series-for-series basis.
20. Unitholders may change or cancel any systematic plan at any time and unitholders of the Terminating Funds who wish to establish one or more systematic plans in respect of their holdings in the Continuing Fund may do so following the implementation of the Mergers.
21. Each Merger will be completed as a tax-deferred transaction under the Income Tax Act (Canada) (Tax Act). Unitholders of the Terminating Funds will be provided with information about the income tax consequences of the Mergers in the information circular and will have the opportunity to consider such information prior to voting on the Mergers.
Merger Steps
22. If the necessary approvals are obtained, the Filer will carry out the following steps to complete the Mergers:
(i) Prior to effecting a Merger, if required, each Terminating Fund will sell any securities in its portfolio that do not meet the investment objectives and investment strategies of the applicable Continuing Fund and purchase other securities so that, as of the effective date of the Merger, the portfolio of the Terminating Fund is substantially similar to that of the applicable Continuing Fund. As a result, some of the Terminating Funds may temporarily hold cash, money market instruments or investments that are not consistent with their investment objectives, and may not be fully invested in accordance with their investment objectives for a brief period of time prior to the Merger being effected.
(ii) The value of each Terminating Fund' s portfolio and other assets will be determined at the close of business on the effective date of each applicable Merger in accordance with the constating documents of the applicable Terminating Fund.
(iii) Each Continuing Fund will acquire the investment portfolio and other assets of the applicable Terminating Fund in exchange for units of the Continuing Fund.
(iv) Each Continuing Fund will. transfer or sell all of its net assets (being its investment portfolio, other assets including cash, and liabilities) to its corresponding Continuing Fund in exchange for units of equivalent value in the Continuing Fund, as determined on the effective date of the applicable Merger.
(v) The Terminating Funds will distribute a sufficient amount of their net income and net realized capital gains, if any, to unitholders to ensure that they will not be subject to tax under Part 1 of the Tax Act for their current tax year.
(vi) The units of each Continuing Fund received by the applicable Terminating Fund will have an aggregate net asset value equal to the value of the portfolio assets and other assets that the Continuing Fund is acquiring from the Terminating Fund, and the units of the Continuing Fund will be issued at the applicable series net asset value per unit as of the close of business on the effective date of the applicable Merger.
(vii) Immediately thereafter, units of each Continuing Fund received by the applicable Terminating Fund will be distributed to unitholders of the Terminating Fund, as proceeds of redemption of their units in the Terminating Fund on a dollar-for-dollar and series by series basis.
(viii) As soon as reasonably possible following each Merger, the applicable Terminating Fund will be wound up.
23. Unitholders in the Terminating Funds will continue to have the right to redeem their units or exchange their units for units of any other mutual fund of the Filer at any time up to the close of business on the business day before the Effective Date. Unitholders who redeem units may be subject to redemption charges.
24. Following the implementation of the Mergers, the Continuing Funds will continue as publicly offered open-ended mutual funds offering units in the Canadian Jurisdictions.
25. Following the implementation of the Mergers, a press release and material change report announcing the results of the unitholder meetings in respect of the reorganization of the Terminating Funds will be issued and filed.
26. No sales charges or redemption fees will be payable by any securityholder of the Terminating Fund.
27. The 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 of the Mergers, to the portfolio manager(s) of the applicable Continuing Fund and are, or will be, consistent with the investment objectives of the Continuing Fund.
28. If the Mergers are approved, the reorganizations will be implemented after the close of business on the Effective Date.
Merger Benefits
29. The Filer believes that the Mergers are beneficial to unitholders of the Terminating Funds for the following reasons:
(i) To provide a more streamlined and simplified product line-up that is easier for investors to understand;
(ii) In each case, the management fees will decrease for each series of the Terminating Fund as a result of the merger and the trustee, service, and administration fees will stay the same on the corresponding series of Continuing Fund;
(iii) To merge the smaller Terminating Fund into the larger Continuing Fund, providing the potential for efficiencies in investment management which may include lower portfolio transaction costs; and
(iv) A broader investment objective may provide more investment management diversification opportunities.
The Continuing Funds have historically provided strong risk-adjusted returns. Overall, the Merger is expected to provide the potential for improved long-term performance at a similar risk level and in the same fund category.
DECISION
Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation of the Decision Maker to make the decision.
The decision of the Decision Makers under the Legislation is that the Approval Sought is granted provided the securityholders of each Merging Fund approve the Merger.
Application File #: 2021/0152