Mutual fund in Ontario (non-reporting issuer) granted extension of the annual financial statement filing and delivery deadlines, as primarily invested in an offshore investment fund for which audited financial information is not yet available.
Applicable Legislative Provisions
National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 2.2, 5.1(2), 17.1.
March 9, 2010
IN THE MATTER OF
NATIONAL INSTRUMENT 81-106
INVESTMENT FUND CONTINUOUS DISCLOSURE
IN THE MATTER OF
CI INVESTMENTS INC.
IN THE MATTER OF
CI GLOBAL OPPORTUNITIES FUND
The Ontario Securities Commission received an application from the Filer, on behalf of the Fund, for a decision pursuant to section 17.1 of National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106) exempting the Fund from:
(a) the requirement in section 2.2 of NI 81-106 (the Filing Requirement) that the Fund file its audited annual financial statements on or before the 90th day after its most recently completed financial year (the Filing Deadline); and
(b) the requirement in subsection 5.1(2) of NI 81-106 that the Fund deliver its audited annual financial statements to securityholders by the Filing Deadline (the Delivery Requirement).
Terms defined in National Instrument 14-101 Definitions have the same meaning if used in this decision, unless otherwise defined.
This decision is based on the following facts represented by the Filer:
1. The Filer is a corporation subsisting under the Business Corporations Act (Ontario) and has its registered office at 2 Queen Street East, Twentieth Floor, Toronto, Ontario M5C 3G7.
2. The Filer is registered in all provinces as an advisor in the category of portfolio manager, and in Ontario as an exempt market dealer under the Securities Act (Ontario). The Filer also is registered as a commodity trading counsel and a commodity trading manager under the Commodity Futures Act (Ontario).
3. The Fund offers its units to investors pursuant to exemptions from the prospectus requirements under applicable Canadian securities laws.
4. The Fund's investment objective is to generate superior risk adjusted long-term rates of return through investments in global securities. To achieve its investment objective, the Fund's principal investment strategy is to obtain exposure to the returns of Vardana International Ltd. (Vardana International) by investing substantially all of its assets in Trident Global Opportunities Fund (Trident Fund), a fund that obtains exposure to Vardana International by way of one or more derivative instruments (Derivatives).
5. Vardana International is an exempted company incorporated under the laws of the Cayman Islands. Vardana International is currently a shareholder of, and invests substantially all of its assets in, Vardana Fund Ltd. (the Vardana Fund), another exempted company incorporated under the laws of the Cayman Islands. The investment objective of the Vardana Fund is to achieve superior risk-adjusted long term rates of return by investing with a top-down, macro methodology in global securities.
6. Other than cash to provide short-term liquidity or that is pending investment in Derivatives, the Fund invests in the Trident Fund in order to expose substantially all of its assets to the returns of Vardana International. The Filer expects that the Fund will continue to expose substantially all of its net assets to the returns of Vardana International until such time as Vardana International no longer represents a suitable investment for the Fund.
7. The Fund, the Trident Fund and Vardana International have a fiscal year-end of December 31.
8. The Filer has been advised by Vardana International that Vardana International will not have completed its 2009 audited annual financial statements prior to March 31, 2010 and is not required by law to complete its audited annual financial statements prior to such date. The Filer expects this timing delay in the completion and receipt of audited annual financial statements from Vardana International to occur year after year for the foreseeable future.
9. The auditor of the Fund has indicated that in order to complete its audit of the Fund, the auditor needs to confirm the completion of the audit of Vardana International so that proper assessments can be made with respect to valuations. As a result, the Fund's auditor will not provide an audit opinion on the Fund's annual financial statements unless the auditor receives the audited annual financial statements of Vardana International.
10. Sections 2.2 and 5.1(2), together, of NI 81-106 require the Fund to file and deliver its annual audited financial statements generally by March 31 of the following year.
11. The Fund will not be able to meet the Filing Deadline and will not be able to comply with the Delivery Requirement.
12. The Filer anticipates that it will receive no complaints from securityholders of the Fund with respect to the delay in delivering the financial statements of the Fund.
13. The Fund will notify its securityholders that it has received and intends to rely on relief from the Filing Deadline and the Delivery Requirement.
14. The Fund will include a note in the offering memorandum of the Fund, if any, when revised next that it has received and intends to rely on relief from the Filing Deadline and the Delivery Requirement.
The Director is satisfied that the test contained in NI 81-106 that provides the Director with the jurisdiction to make the decision has been met.
The decision of the Director under NI 81-106 is that:
(a) the Fund is exempted from the Filing Requirement provided that:
(i) the audited annual financial statements of the Fund are filed on or before the 180th day after the Fund's most recently completed financial year; or
(ii) the conditions in section 2.11 of NI 81-106 are met, except for subsection 2.11(b), and the audited annual financial statements of the Fund are delivered to securityholders in accordance with Part 5 of NI 81-106 on or before the 180th day after the Fund's most recently completed financial year; and
(b) the Fund is exempted from the Delivery Requirement provided that the audited annual financial statements of the Fund are delivered to securityholders in accordance with Part 5 of NI 81-106 on or before the 180th day after the Fund's most recently completed financial year.