Mackenzie Financial Corporation et al.
Headnote
National Policy 11-203 -- Process for Exemptive Relief Applications in Multiple Jurisdictions -- exemption from section 2.1(1) of National Instrument 81-102 -- Investment Funds to permit mutual funds to invest more than 10 percent of net assets in debt securities issued by a foreign government or supranational agency, subject to conditions.
Applicable Legislative Provisions
National Instrument 81-102 -- Investment Funds, sections 2.1(1) and 19.1.
November 16, 2015
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 MACKENZIE FINANCIAL CORPORATION (the Filer) AND IN THE MATTER OF MACKENZIE PRIVATE GLOBAL CONSERVATIVE INCOME BALANCED POOL, MACKENZIE PRIVATE GLOBAL FIXED INCOME POOL AND MACKENZIE PRIVATE GLOBAL INCOME BALANCED POOL (collectively, the Pools)
DECISION
Background
The principal regulator in the Jurisdiction has received an application from the Filer on behalf of the Pools for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) for an exemption (the Requested Relief), pursuant to section 19.1 of National Instrument 81-102 Mutual Funds (NI 81-102) from subsection 2.1(1) of NI 81-102 (the Concentration Restriction) to permit the Pools to invest up to:
(a) 20% of the Pool's net asset value at the time of the transaction in evidences of indebtedness of any one issuer if those evidences of indebtedness are issued, or guaranteed fully as to principal and interest, by supranational agencies or governments other than the government of Canada, the government of a jurisdiction in Canada or the government of the United States of America and are rated "AA" by Standard & Poor's (S&P), or have an equivalent rating by one or more other designated rating organizations; and
(b) 35% of the Pool's net asset value at the time of the transaction in evidences of indebtedness of any one issuer if those evidences of indebtedness are issued, or guaranteed fully as to principal and interest, by supranational agencies or governments other than the government of Canada, the government of a jurisdiction in Canada, or the government of the United States of America and are rated "AAA" by S&P, or have an equivalent rating by one or more other designated rating organizations.
(such evidences of indebtedness are collectively referred to as Foreign Government Securities).
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 section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, Québec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, the Northwest Territories, Nunavut and Yukon (the Other Jurisdictions).
Interpretation
Terms defined in NI 81-102, 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 amalgamated under the laws of Ontario with its head office in Toronto, Ontario.
2. The Filer is registered as an investment fund manager, portfolio manager, exempt market dealer and commodity trading manager in Ontario. The Filer is also registered as a portfolio manager and exempt market dealer in all other Canadian provinces and territories and as an investment fund manager in Newfoundland and Labrador and Québec.
3. The Filer will be the manager, trustee and portfolio manager of the Pools.
4. Each Pool will be an open-ended mutual fund trust established under the laws of Ontario.
5. Securities of the Pools will be offered by simplified prospectus filed in all of the provinces and territories in Canada and, accordingly, the Pools will be reporting issuers in one or more provinces and territories of Canada. A preliminary simplified prospectus was filed for the Pools via SEDAR in all the provinces and territories on September 22, 2015(the "Simplified Prospectus").
6. The Filer is not in default of securities legislation in any jurisdiction of Canada.
7. The investment objectives of Mackenzie Private Global Conservative Income Balanced Pool are expected to be substantially as follows: "The Pool seeks to generate income with the potential for some long term capital growth by investing primarily in fixed-income and income-oriented equity securities issued by companies or governments of any size, anywhere in the world. The Pool will pursue this objective by investing in securities directly and/or by investing in other mutual funds."
8. To achieve its investment objectives, Mackenzie Private Global Conservative Income Balanced Pool is expected to employ a flexible approach in investing substantially all of its assets in corporate and government fixed-income securities and income-oriented equity securities. The weighted average credit rating of the Pool's fixed income securities will be "A-" or higher as established by Standard & Poor's Corporation or an equivalent bond rating service. As part of its investment strategies, the Pool's portfolio managers would like to invest a portion of its assets in Foreign Government Securities. Depending on market conditions, the Pool's portfolio managers seek the discretion to gain exposure to any one issuer of Foreign Government Securities in excess of the Concentration Restrictions.
9. The investment objectives of Mackenzie Private Global Fixed Income Pool are expected to be substantially as follows: "The Pool seeks income with some emphasis on capital preservation by investing primarily in a diversified portfolio of fixed-income securities issued by companies or governments of any size, anywhere in the world. The Pool will pursue this objective by investing in securities directly and/or by investing in other mutual funds".
10. To achieve its investment objectives, Mackenzie Private Global Fixed Income Pool is expected to invest substantially all of its assets in a diversified portfolio of global fixed-income securities, including Canadian and emerging markets issuers. The weighted average credit rating of the Pool's investments will be "A-" or higher as established by Standard & Poor's Corporation or an equivalent bond rating service. As part of its investment strategies, the Pool's portfolio managers would like to invest a portion of its assets in Foreign Government Securities. Although the Pool aims to invest primarily in a diversified portfolio of fixed-income securities, depending on market conditions, the Pool's portfolio managers seek the discretion to gain exposure to any one issuer of Foreign Government Securities in excess of the Concentration Restrictions.
11. The investment objectives of Mackenzie Private Global Income Balanced Pool are expected to be substantially as follows: "The Pool seeks to generate income with the potential for long term capital growth by investing primarily in fixed-income and income-oriented equity securities issued by companies or governments of any size, anywhere in the world. The Pool will pursue this objective by investing in securities directly and/or by investing in other mutual funds."
12. To achieve its investment objectives, Mackenzie Private Global Income Balanced Pool is expected to employ a flexible approach in investing substantially all of its assets in corporate and government fixed-income securities and income-oriented equity securities. The weighted average credit rating of the Pool's fixed income securities will be "A-" or higher as established by Standard & Poor's Corporation or an equivalent bond rating service. As part of its investment strategies, the Pool's portfolio managers would like to invest a portion of its assets in Foreign Government Securities. Depending on market conditions, the Pool's portfolio managers seek the discretion to gain exposure to any one issuer of Foreign Government Securities in excess of the Concentration Restrictions.
13. Section 2.1(1) of NI 81-102 prohibits the Pools from purchasing a security of an issuer, other than a "government security" as defined in NI 81-102, if immediately after the purchase more than 10% of the net asset value of the Pool, taken at market value at the time of the purchase, would be invested in securities of the issuer.
14. The Foreign Government Securities are not within the meaning of "government securities" as such term is defined in NI 81-102.
15. In Companion Policy 81-102CP (the "Companion Policy"), the Canadian Securities Administrators state their views on various matters relating to NI 81-102. Subsection 3.1(4) of the Companion Policy indicates that relief from paragraph 2.04(1)(a) of National Policy 39, which was replaced by the Concentration Restriction, has been provided to mutual funds generally under the following circumstances:
a. the mutual fund has been permitted to invest up to 20% of its net assets, taken at market value at the time of purchase, in evidences of indebtedness of any one issuer if those evidences of indebtedness are issued, or guaranteed fully as to principal and interest, by supranational agencies or governments other than the government of Canada, the government of a jurisdiction, or the government of the United States of America and are rated "AA" by S&P, or have an equivalent rating by one or more other approved credit rating organizations; and
b. the mutual fund has been permitted to invest up to 35% of its net assets, taken at market value at the time of purchase in evidences of indebtedness of any one issuer, if those evidences of indebtedness are issued, or guaranteed fully as to principal and interest, by supranational agencies or governments other than the government of Canada, the government of a jurisdiction, or the government of the United States of America and are rated "AAA" by S&P, or have an equivalent rating by one or more other approved credit rating organizations.
16. The Simplified Prospectus for the Pools will disclose the risks associated with concentration of net assets of the Pools in securities of a limited number of issuers.
17. The Pools seek the Requested Relief to enhance their ability to pursue and achieve its investment objectives.
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 provided that:
1. Paragraphs (a) and (b) of the Requested Relief cannot be combined for any one issuer;
2. Any security that may be purchased under the Requested Relief is traded on a mature and liquid market;
3. The acquisition of the securities purchased pursuant to this Decision is consistent with the fundamental investment objectives of the Pool;
4. The Simplified Prospectus of the Pools discloses the additional risks associated with the concentration of net asset value of the Pools in securities of fewer issuers, such as the potential additional exposure to the risk of default of the issuer in which the Pools has so invested and the risks, including foreign exchange risks, of investing in the country in which the issuer is located; and
5. The Simplified Prospectus of the Pools will include a summary of the nature and terms of the Requested Relied under the investment strategies section along with the conditions imposed and the type of securities covered by this Decision.