Mutual Reliance Review System for Exemptive Relief Applications -- mutual funds are permitted to calculate and disclose equity interests on the basis that all specified securities of certain members of the organization of the mutual funds have been exchanged, in accordance with their terms -- each participating dealer, associate, or representative of a participating dealer or associate, is permitted to calculate and disclose of their respective equity interests in certain members of the organization of the mutual funds on the basis that all specified securities of such members of the organization of the mutual funds have been exchanged
Applicable Legislative Provisions
National Instrument 81-105 Mutual Fund Sales Practices, ss. 8.2(1)(b), 8.2(1)(c), 8.2(2), 8.2(3), 8.2(4) and 8.3.
July 20, 2007
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN, MANITOBA,
ONTARIO, QUÉBEC, NEW BRUNSWICK, NOVA SCOTIA, PRINCE EDWARD ISLAND,
NEWFOUNDLAND AND LABRADOR, NORTHWEST TERRITORIES, YUKON AND NUNAVUT
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
IN THE MATTER OF
THE MUTUAL FUNDS LISTED IN APPENDIX "A" HERETO
(the Current Funds)
IN THE MATTER OF
CI INVESTMENTS INC.,
UNITED FINANCIAL CORPORATION AND
LAKEVIEW ASSET MANAGEMENT INC.
MRRS DECISION DOCUMENT
The local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions has received an application on behalf of the Filers for a decision under Section 9.1 of National Instrument 81-105 - Mutual Fund Sales Practices (the Legislation) that:
(a) for purposes of sections 8.2(1)(b), 8.2(1)(c), 8.2(2) and 8.3 of the Legislation, each Fund (as defined below) is permitted to calculate and disclose the equity interests in CI Financial Income Fund (the Trust) and Canadian International LP (CI LP) as if all of the Class B limited partnership units (the Class B Units) of CI LP and all the special voting units (the Special Units) of the Trust have been exchanged, in accordance with their terms, for trust units of the Trust; and
(b) for purposes of sections 8.2(3) and 8.2(4) of the Legislation, each Distribution Person (as defined below) is permitted to calculate and disclose their respective equity interests in the Trust and CI LP as if all of the Class B Units and Special Units have been exchanged, in accordance with their terms, for trust units of the Trust.
collectively, the Requested Relief.
Under the Mutual Reliance Review System for Exemptive Relief Applications (MRRS):
(a) the Ontario Securities Commission is the principal regulator for this application; and
(b) this MRRS decision document evidences the decision of each Decision Maker.
Defined terms contained in National Instrument 14-101 - Definitions have the same meaning in this decision unless they are defined in this decision.
This decision is based on the following facts represented by the Filers:
1. Each Filer is the "manager" within the meaning of National Instrument 81-102 - Mutual Funds (NI 81-102) of the Canadian securities administrators of one or more Current Funds. The head offices of the Filers are located in Toronto, Ontario.
2. The Filers, and present or future affiliates of the Filers, may become the manager of additional mutual funds (the Future Funds and, together with the Current Funds, the Funds).
3. Each Current Fund is, and each Future Fund will be, regulated by NI 81-102.
4. Prior to June 30, 2006, two Filers were direct or indirect wholly-owned subsidiaries of CI Financial Inc., an Ontario corporation, the shares of which were listed on the Toronto Stock Exchange (the TSX). Consequently, CI Financial Inc. was considered under Legislation to be "a member of the organization" of each Current Fund then managed by such Filers.
5. Given the size of the public float for shares of CI Financial Inc. and its position in the marketplace, it is a virtual certainty that, immediately prior to June 30, 2006, some shares of CI Financial Inc. were owned by:
(a) registered dealers in Canada that are considered to be participating dealers for the Funds;
(b) associates of the participating dealers referred to above;
(c) representatives of the participating dealers referred to above; and
(d) associates of the representatives referred to above,
collectively, Distribution Persons.
6. However, since CI Financial Inc. was a reporting issuer and its shares were traded on the TSX, there was no obligation for:
(a) the Current Funds to disclose in their prospectuses or simplified prospectuses; or
(b) Distribution Persons to disclose to their clients,
the information contemplated by section 8.2 of the Legislation since such share ownership by Distribution Persons would not have constituted 10% or more of any class of voting or equity securities of CI Financial Inc.
7. On June 30, 2006, CI Financial Inc. completed a plan of arrangement pursuant to which CI Financial Inc. converted itself into an income trust structure (the Conversion). As a result of the Conversion, CI Financial Inc. became the Trust and CI LP was placed in the ownership structure below the Trust.
8. In addition to its class of voting, participating trust units which are traded on the TSX, the Trust also has issued the Special Units which are voting, non-participating securities that are non-transferable and not traded on any stock exchange.
9. The Trust owns all of the voting, participating Class A limited partner units (the Class A Units) of CI LP. The Trust also wholly-owns CI Financial General Partner Corp., which is the general partner of CI LP. CI LP, in turn, directly or indirectly wholly-owns each Filer.
10. CI LP also has issued the Class B Units, which are non-voting, participating limited partner units.
11. The combination of one Class B Unit and one Special Unit constitute the economic equivalent to the holder thereof of owning one trust unit of the Trust. A combination of one Class B Unit and one Special Unit, together, also are exchangeable for one trust unit of the Trust.
12. The Trust's ownership of all of the outstanding Class A Units represents 100% of the outstanding voting securities and approximately 47.9% of the total outstanding equity securities of CI LP and, indirectly, each Filer. The Class B Units are owned by a variety of securityholders.
13. As part of the steps of the Conversion, shareholders of CI Financial Inc. were given the option to either:
(a) become unitholders of the Trust; or
(b) elect to become limited partners of CI LP.
As a result, the Conversion had the effect of splitting the ownership structure of CI Financial Inc. whereby some former shareholders became unitholders of the Trust, while other former shareholders became holders (Class B Unitholders) of a combination of Class B Units and Special Units.
14. Notwithstanding the split in ownership described above, the terms of the Class A Units owned by the Trust and the Class B Units and Special Units owned by the Class B Unitholders effectively result in the same voting and equity participation as if all the limited partners of CI LP are holders of trust units of the Trust.
15. It can reasonably be expected that some Distribution Persons who owned shares of CI Financial Inc. immediately prior to the Conversion elected to become Class B Unitholders. Though CI LP is a reporting issuer under Canadian securities legislation, its securities are not listed on any Canadian stock exchange, nor are they expected to become so listed. The ownership of any Class B Units by any Distributing Person is an equity interest since there is no 10% threshold to constitute an equity interest in securities which are not listed on a Canadian stock exchange.
16. The Filers are unable to comply with section 8.2 of the Legislation since the Filers do not know the extent to which Distribution Persons are Class B Unitholders.
Each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the decision has been met.
The decision of the Decision Makers under the Legislation is that the Requested Relief is granted.