Securities Law & Instruments


Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – relief from paragraphs 2.5(2)(a) and 2.5(2)(c) of NI 81-102 to allow funds to invest up to 10% of net asset value in aggregate in underlying pooled funds that are not reporting issuers – underlying pooled funds to comply with Parts 2, 4 and 6 of NI 81-102, and calculate NAV in accordance with Part 14 of NI 81-106.

Applicable Legislative Provisions

National Instrument 81-102 Investment Funds, ss. 2.5(2)(a) and (c), 19.1.

June 29, 2017

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
MANULIFE ASSET MANAGEMENT LIMITED
(the Filer)

AND

MANULIFE BALANCED PORTFOLIO,
MANULIFE CONSERVATIVE PORTFOLIO,
MANULIFE GROWTH PORTFOLIO,
MANULIFE MODERATE PORTFOLIO,
MANULIFE SIMPLICITY BALANCED PORTFOLIO, MANULIFE SIMPLICITY CONSERVATIVE PORTFOLIO, MANULIFE SIMPLICITY GLOBAL BALANCED PORTFOLIO, MANULIFE SIMPLICITY GROWTH PORTFOLIO AND MANULIFE SIMPLICITY
MODERATE PORTFOLIO
(the Initial Top Funds)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer on behalf of the Initial Top Funds and such other mutual funds with similar investment objec-tives that are subject to National Instrument 81-102 Invest-ment Funds (NI 81-102) as may be managed by the Filer or an affiliate or successor of the Filer from time to time (the “Top Funds” and individually, a “Top Fund”) for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) for an exemption, pursuant to section 19.1 of NI 81-102, from:

i.              the prohibition contained in paragraph 2.5(2)(a) of NI 81-102 against a mutual fund investing in another mutual fund that is not subject to NI 81-102 and National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101); and

ii.             the prohibition contained in paragraph 2.5(2)(c) of NI 81-102 against a mutual fund investing in another mutual fund’s securities where those securities are not qualified for distribution in the local jurisdiction (together with paragraph (i) above, the Requested Relief)

to permit each Top Fund to invest up to 10% of its net assets, taken at market value at the time of the investment, in units of the Underlying Pooled Funds (as defined below).

Under the process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a)           the Ontario Securities Commission is the principal regulator for the 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, Que-bec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Northwest Territories, Yukon and Nunavut (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. The following terms shall have the following additional meanings:

Manulife Portfolios means Manulife Balanced Portfolio, Manulife Conservative Portfolio, Manulife Growth Portfolio and Manulife Moderate Portfolio.

Underlying Pooled Funds means Manulife Asset Management Emerging Markets Corporate Debt Pooled Fund (the Manulife Corporate Debt Pooled Fund), Manulife Asset Management Emerging Markets Local Currency Debt Pooled Fund (the Manulife Local Currency Debt Pooled Fund), Manulife Asset Management Global Energy Pooled Fund (the Manulife Energy Pooled Fund), Manulife Asset Management Global Natural Resources Pooled Fund (the Manulife Natural Resources Pooled Fund), Manulife Asset Management Global Precious Metals Pooled Fund (the Manulife Precious Metals Pooled Fund) and Manulife Asset Management Global Small Cap Equity Pooled Fund (the Manulife Small Cap Pooled Fund).

Representations

This decision is based on the following facts represented by the Filer:

The Filer

1.             The Filer is a corporation with its head office located in Toronto, Ontario.

2.             The Filer is registered as an investment fund manager in each of Ontario, Québec, and Newfoundland and Labrador, as a portfolio manager in each of the Jurisdictions, as a commodity trading manager in Ontario and as a derivatives portfolio manager in Québec.

3.             The Filer is not in default of securities legislation in any of the Jurisdictions.

4.             The Filer or an affiliate is, or will be, the manager of each Top Fund and each Underlying Pooled Fund.

The Top Funds

5.             Each Top Fund is, or will be, a “mutual fund”, as such term is defined under the Securities Act (Ontario) (the Act).

6.             Each Top Fund has, or will have, a simplified prospectus, annual information form and fund facts document prepared in accordance with NI 81-101, and securities of each Top Fund are, or will be, qualified for distribution in the Jurisdictions

7.             Each Top Fund is, or will be, a reporting issuer under the securities legislation of one or more Jurisdictions and is or will be subject to NI 81-102.

8.             None of the existing Top Funds is in default of securities legislation in any of the Jurisdictions.

9.             The investment objective of Manulife Simplicity Balanced Portfolio is to generate long-term growth consistent with safety of capital. Manulife Simplicity Balanced Portfolio is a strategic asset allocation portfolio. It invests its assets in other mutual funds managed by the Filer focusing on Canadian equity and fixed income funds. It may also invest in foreign equity and money market funds within permitted ranges.

10.          The investment objective of Manulife Simplicity Conservative Portfolio is to generate income with an emphasis on preserving capital. Manulife Simplicity Conservative Portfolio is a strategic asset allocation portfolio. It invests its assets in other mutual funds, focusing on Canadian fixed income and money market funds. It may also invest in Canadian and foreign equity funds within permitted ranges.

11.          The investment objective of Manulife Simplicity Global Balanced Portfolio is to generate long-term returns consistent with safety of capital. Manulife Simplicity Global Balanced Portfolio is a strategic asset allocation portfolio. It invests its assets in other mutual funds focusing on global equity and fixed income funds.

12.          The investment objective of Manulife Simplicity Growth Portfolio is to achieve long-term capital growth and increased foreign content exposure. Manulife Simplicity Growth Portfolio is a strategic asset allocation portfolio. It invests its assets in other mutual funds managed by the Filer focusing on Canadian and foreign equity funds.

13.          The investment objective of Manulife Simplicity Moderate Portfolio is to generate income and achieve long-term growth consistent with the preservation of capital. Manulife Simplicity Moderate Portfolio is a strategic asset allocation portfolio. It invests its assets in other mutual funds, focusing on Canadian fixed income and money market funds, with a portion in Canadian equity funds. It may also invest in foreign equity funds within permitted ranges.

14.          The investment objective of Manulife Balanced Portfolio will be to provide a combination of long-term capital appreciation with a secondary focus on income generation. Its investment strategy allows it to invest up to 100% of its assets in other investment funds in order to gain indirect exposure to appropriate markets, sectors or asset classes.

15.          The investment objective of Manulife Conservative Portfolio will be primarily to preserve capital with a secondary focus on income. Its investment strategy allows it to invest up to 100% of its assets in other investment funds in order to gain indirect exposure to appropriate markets, sectors or asset classes.

16.          The investment objective of Manulife Growth Portfolio will be to achieve long-term capital appreciation. Its investment strategy allows it to invest up to 100% of its assets in other investment funds in order to gain indirect exposure to appropriate markets, sectors or asset classes.

17.          The investment objective of Manulife Moderate Portfolio will be primarily to achieve long-term growth consistent with capital preservation along with a secondary focus on income. Its investment strategy allows it to invest up to 100% of its assets in other investment funds in order to gain indirect exposure to appropriate markets, sectors or asset classes.

18.          The investment objectives and strategies of the Initial Top Funds and of any other Top Fund will allow the Top Funds to invest in securities of other mutual funds.

19.          The investment objectives and strategies of each Top Fund would permit the Top Fund to invest in units of the Underlying Pooled Funds, subject to being granted the Requested Relief. Each Initial Top Fund has a specific target allocation to each of the asset classes in which the Underlying Pooled Funds primarily invest.

The Underlying Pooled Funds

20.          The Underlying Pooled Funds are each a “mutual fund”, as such term is defined under the Act, formed as a trust under the laws of Ontario pursuant to a declaration of trust.

21.          The Underlying Pooled Funds are not reporting issuers in any of the Jurisdictions and are not therefore subject to NI 81-102.

22.          Units of the Underlying Pooled Funds are available for purchase only by investors who qualify to invest in the Underlying Pooled Funds pursuant to an exemption from the prospectus requirement, such as those that meet the definition of an “accredited investor” as set forth in National Instrument 45-106 Prospectus Exemp-tions and/or the Act, including by mutual funds managed by the Filer.

23.          The investment objective of the Manulife Corporate Debt Pooled Fund is to provide income and the potential for capital appreciation by investing primarily in debt securities issued by corporations based in, or economically tied to, emerging market countries. Under normal market conditions, the Manulife Corporate Debt Pooled Fund will invest at least 80% of its net assets in fixed income instruments issued in or by emerging market countries, at time of purchase.

24.          The investment objective of the Manulife Local Currency Debt Pooled Fund is to provide income and the potential for capital appreciation by investing primarily in local currency denominated debt securities issued by sovereign and/or corporate issuers located in, or economically tied to, emerging market countries. Under normal market conditions, the Manulife Local Currency Debt Pooled Fund will invest at least 80% of its net assets in fixed income instruments issued in the currency of emerging market countries, at time of purchase.

25.          The investment objective of the Manulife Energy Pooled Fund is to provide long-term capital appreciation by investing primarily in equity securities of companies located anywhere in the world that are directly or indirectly involved in exploration, development, production or distribu-tion of energy, alternative energy or in related industries. Under normal market conditions, the Manulife Energy Pooled Fund will invest at least 80% of its net assets in equity securities of companies involved in directly or indirectly in the global energy, alternative energy or related industries or companies that supply goods and services to these industries.

26.          The investment objective of the Manulife Natural Resources Pooled Fund is to provide long-term capital appreciation by investing primarily in equity securities of companies located anywhere in the world that are directly or indirectly engaged in or related to the energy, commodity and natural resources industries. Under normal market conditions, the Manulife Natural Resources Pooled Fund will invest at least 80% of its net assets in equity securities of companies that are directly or indirectly involved in global natural resources, energy or commodity industries, or that supply goods and services to these industries.

27.          The investment objective of the Manulife Precious Metals Pooled Fund is to provide long-term capital appreciation by investing primarily in equity securities of companies located anywhere in the world that are directly or indirectly involved in exploration, mining, production and distribution of gold, silver and other precious and base metals. Under normal market conditions, the Manulife Precious Metals Pooled Fund will invest at least 80% of its net assets in equity securities of companies involved in directly or indirectly in exploration, mining, production and distribution of gold, silver and other precious and base metals, or companies that supply goods and services to these industries.

28.          The investment objective of the Manulife Small Cap Pooled Fund is to seek to provide long-term capital appreciation by investing primarily in global equity securities of small capitalization companies. Under normal market conditions, the Manulife Small Cap Pooled Fund will invest at least 90% of its net assets in global equity securities of companies with a market capitalization of less than $5 billion (USD), at time of purchase.

29.          While not subject to NI 81-102, the investment strategies and restrictions of the Underlying Pooled Funds are consistent with NI 81-102, and the Filer has managed the Underlying Pooled Funds in accordance with NI 81-102, as if it were applicable.

Investments in the Manulife Corporate Debt Pooled Fund

30.          An investment by the Top Funds in the Manulife Corporate Debt Pooled Fund will be compatible with the investment objectives and strategies of those Top Funds that desire exposure to corporate debt securities of emerging market issuers.

31.          The Filer believes that an investment in the Manulife Corporate Debt Pooled Fund will provide an efficient and cost effective way for the Top Funds to achieve diversification and obtain exposure to the markets and asset classes in which the Manulife Corporate Debt Pooled Fund invests. This is particularly important in emerging markets, which may be less efficient due to legal, regulatory, trading exchanges and accounting systems that are typically less advanced than those in developed markets. Allowing the Top Funds to invest in units of the Manulife Corporate Debt Pooled Fund will also allow them to leverage the expertise, research and investment style of the portfolio manager of the Manulife Corporate Debt Pooled Fund.

32.          While it may be possible for the Filer to gain exposure to emerging markets corporate debt securities by investing in other mandates, the Filer believes it is in the best interests of the Top Funds to have the ability to invest in the Manulife Corporate Debt Pooled Fund. This is because the alternatives available to the Filer are not optimal relative to investing in the Manulife Corporate Debt Pooled Fund, as the Filer has gained comfort with the portfolio management approach used by its affiliated sub-advisor for the Manulife Corporate Debt Pooled Fund and prefers it over any peers in the marketplace.

33.          The Filer has determined that passive exchange-traded funds (ETFs) generally do a sub-optimal job in replicating the returns of inefficient or specialized markets, particularly debt markets. Moreover, the Filer has determined that there are currently no Canadian actively-managed ETFs that would provide exposure to emerging markets corporate debt securities and that U.S. actively-managed ETFs are too costly an option for the Top Funds, with no comfort that the investment strategies and restrictions of such U.S. actively-managed ETFs are consistent with NI 81-102.

Investments in the Manulife Local Currency Debt Pooled Fund

34.          An investment by the Top Funds in the Manulife Local Currency Debt Pooled Fund will be compatible with the investment objectives and strategies of those Top Funds that desire exposure to local currency denominated debt securities of emerging market sovereign and/or corporate issuers.

35.          The Filer believes that an investment in the Manulife Local Currency Debt Pooled Fund will provide an efficient and cost effective way for the Top Funds to achieve diversification and obtain exposure to the markets and asset classes in which the Manulife Local Currency Debt Pooled Fund invests. This is particularly important in emerging markets, which may be less efficient due to legal, regulatory, trading exchanges and accounting systems that are typically less advanced than those in developed markets. Allowing the Top Funds to invest in units of the Manulife Local Currency Debt Pooled Fund will also allow them to leverage the expertise, research and investment style of the portfolio manager of the Manulife Local Currency Debt Pooled Fund.

36.          While it may be possible for the Filer to gain exposure to emerging markets local currency debt securities by investing in other mandates, the Filer believes it is in the best interests of the Top Funds to have the ability to invest in the Manulife Local Currency Debt Pooled Fund. This is because the alternatives available to the Filer are not optimal relative to investing in the Manulife Local Currency Debt Pooled Fund, as the Filer has gained comfort with the portfolio management approach used by its affiliated sub-advisor for the Manulife Local Currency Debt Pooled Fund and prefers it over any peers in the marketplace.

37.          The Filer has determined that passive ETFs generally do a sub-optimal job in replicating the returns of inefficient or specialized markets, particularly debt markets. Moreover, the Filer has determined that there are currently no Canadian actively-managed ETFs that would provide exposure to emerging markets local currency debt securities and that U.S. actively-managed ETFs are too costly an option for the Top Funds, with no comfort that the investment strategies and restrictions of such U.S. actively-managed ETFs are consistent with NI 81-102.

Investments in the Manulife Energy Pooled Fund

38.          An investment by the Top Funds in the Manulife Energy Pooled Fund will be compatible with the investment objectives and strategies of those Top Funds that desire exposure to energy securities of global issuers.

39.          The Filer believes that an investment in the Manulife Energy Pooled Fund will provide an efficient and cost effective way for the Top Funds to achieve diversification and obtain exposure to the markets and asset classes in which the Manulife Energy Pooled Fund invests. This is particularly important in global energy markets, which may be less efficient due to microeconomic legal, regulatory, or tax environments, geopolitical risk, trade barriers and the complex relationship between spot and futures prices not generally seen in developed markets. Allowing the Top Funds to invest in units of the Manulife Energy Pooled Fund will also allow them to leverage the expertise, research and investment style of the portfolio manager of the Manulife Energy Pooled Fund.

40.          While it may be possible for the Filer to gain exposure to global energy securities by investing in other mandates, the Filer believes it is in the best interests of the Top Funds to have the ability to invest in the Manulife Energy Pooled Fund. This is because the alternatives available to the Filer are not optimal relative to investing in the Manulife Energy Pooled Fund, as the Filer is also the portfolio manager of the Manulife Energy Pooled Fund and is comfortable with its portfolio manage-ment approach and prefers it over any peers in the marketplace.

41.          The Filer has determined that passive ETFs generally do a sub-optimal job in replicating the returns of inefficient or specialized markets. Moreover, the Filer has determined that there are currently no Canadian actively-managed ETFs that would provide exposure to global energy securities and that U.S. actively-managed ETFs are too costly an option for the Top Funds, with no comfort that the investment strategies and restrictions of such U.S. actively-managed ETFs are consistent with NI 81-102.

Investments in the Manulife Natural Resources Pooled Fund

42.          An investment by the Top Funds in the Manulife Natural Resources Pooled Fund will be compatible with the investment objectives and strategies of those Top Funds that desire exposure to natural resources securities of emerging market issuers.

43.          The Filer believes that an investment in the Manulife Natural Resources Pooled Fund will provide an efficient and cost effective way for the Top Funds to achieve diversification and obtain exposure to the markets and asset classes in which the Manulife Natural Resources Pooled Fund invests. This is particularly important in global natural resource markets, which may be less efficient due to microeconomic legal, regulatory, or tax environments, geopolitical risk, trade barriers and inventory requirements not generally seen in developed markets. Allowing the Top Funds to invest in units of the Manulife Natural Resources Pooled Fund will also allow them to leverage the expertise, research and investment style of the portfolio manager of the Manulife Natural Resources Pooled Fund.

44.          While it may be possible for the Filer to gain exposure to global natural resources securities by investing in other mandates, the Filer believes it is in the best interests of the Top Funds to have the ability to invest in the Manulife Natural Resources Pooled Fund. This is because the alternatives available to the Filer are not optimal relative to investing in the Manulife Natural Resources Pooled Fund, as the Filer is also the portfolio manager of the Manulife Natural Resources Pooled Fund and is comfortable with its portfolio management approach and prefers it over any peers in the marketplace.

45.          The Filer has determined that passive ETFs generally do a sub-optimal job in replicating the returns of inefficient or specialized markets. Moreover, the Filer has determined that there are currently no Canadian actively-managed ETFs that would provide exposure to global natural resources securities and that U.S. actively-managed ETFs are too costly an option for the Top Funds, with no comfort that the investment strategies and restrictions of such U.S. actively-managed ETFs are consistent with NI 81-102.

Investments in Manulife Precious Metals Pooled Fund

46.          An investment by the Top Funds in the Manulife Precious Metals Pooled Fund will be compatible with the investment objectives and strategies of those Top Funds that desire exposure to precious metals securities of global issuers.

47.          The Filer believes that an investment in the Manulife Precious Metals Pooled Fund will provide an efficient and cost effective way for the Top Funds to achieve diversification and obtain exposure to the markets and asset classes in which the Manulife Precious Metals Pooled Fund invests. This is particularly important in global precious metals markets, which may be less efficient due microeconomic legal, regulatory, or tax environments, geopolitical risk, trade barriers and inventory requirements not generally seen in developed markets. Allowing the Top Funds to invest in units of the Manulife Precious Metals Pooled Fund will also allow them to leverage the expertise, research and investment style of the portfolio manager of the Manulife Precious Metals Pooled Fund.

48.          While it may be possible for the Filer to gain exposure to global precious metals securities by investing in other mandates, the Filer believes it is in the best interests of the Top Funds to have the ability to invest in the Manulife Precious Metals Pooled Fund. This is because the alternatives available to the Filer are not optimal relative to investing in the Manulife Precious Metals Pooled Fund, as the Filer is also the portfolio manager of the Manulife Precious Metals Pooled Fund and is comfortable with its portfolio management approach and prefers it over any peers in the marketplace.

49.          The Filer has determined that passive ETFs generally do a sub-optimal job in replicating the returns of inefficient or specialized markets. Moreover, the Filer has determined that there are currently no Canadian actively-managed ETFs that would provide exposure to global precious metals securities and that U.S. actively-managed ETFs are too costly an option for the Top Funds, with no comfort that the investment strategies and restrictions of such U.S. actively-managed ETFs are consistent with NI 81-102.

Investments in the Manulife Small Cap Pooled Fund

50.          An investment by the Top Funds in the Manulife Small Cap Pooled Fund will be compatible with the investment objectives and strategies of those Top Funds that desire exposure to small cap equity securities of global issuers.

51.          The Filer believes that an investment in the Manulife Small Cap Pooled Fund will provide an efficient and cost effective way for the Top Funds to achieve diversification and obtain exposure to the markets and asset classes in which the Manulife Small Cap Pooled Fund invests. This is particularly important with global small cap equity markets, which may be less efficient due to higher transaction costs, lower liquidity, wider bid-ask spreads, tax advantages for smaller companies and fewer sellside analysts covering the securities. Allowing the Top Funds to invest in units of the Manulife Small Cap Pooled Fund will also allow them to leverage the expertise, research and investment style of the portfolio manager of the Manulife Small Cap Pooled Fund.

52.          While it may be possible for the Filer to gain exposure to global small cap equity securities by investing in other mandates, the Filer believes it is in the best interests of the Top Funds to have the ability to invest in the Manulife Small Cap Pooled Fund. This is because the alternatives available to the Filer are not optimal relative to investing in the Manulife Small Cap Pooled Fund, as the Filer has gained comfort with the portfolio management approach used by its affiliated sub-advisor for the Manulife Small Cap Pooled Fund and prefers it over any peers in the marketplace.

53.          The Filer has determined that passive ETFs generally do a sub-optimal job in replicating the returns of inefficient or specialized markets. Moreover, the Filer has determined that there are currently no Canadian actively-managed ETFs that would provide exposure to the global small cap equity market and that U.S. actively-managed ETFs are too costly an option for the Top Funds, with no comfort that the investment strategies and restrictions of such U.S. actively-managed ETFs are consistent with NI 81-102.

General

54.          The Underlying Pooled Funds are managed by the Filer and may also be sub-advised by affiliated sub-advisors of the Filer. Accordingly, the Filer will benefit from understanding the investment style and approach of the portfolio managers of the Underlying Pooled Funds, thereby benefiting the Top Funds.

55.          The Underlying Pooled Funds are managed in compliance with NI 81-102, and an investment in an Underlying Pooled Fund by the Top Funds will not expose the investors of the Top Funds to any investment strategies or risks that they are not currently exposed to by virtue of holding the Top Funds.

56.          The Underlying Pooled Funds do not utilize leverage, do not short sell and otherwise comply with the investment and derivative requirements set out in NI 81-102. The Underlying Pooled Funds will also comply with the restrictions relating to illiquid assets (section 2.4 of NI 81-102) and investments in other investment funds (section 2.5 of NI 81-102) for so long as they are held by one of the Top Funds.

57.          The portfolio of each Underlying Pooled Fund will consist primarily of publicly traded securities. Each Underlying Pooled Funds will not hold more than 10% of its net asset value in illiquid assets (as defined in NI 81-102).

58.          Securities of the Underlying Pooled Funds are valued and redeemable on the same dates as securities of the Top Funds. An investment by a Top Fund in an Underlying Pooled Fund will be effected based on the Underlying Pooled Fund’s net asset value, which is calculated in accordance with Part 14 of National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106).

59.          Each Top Fund will invest no more than 10% of its net assets in the Underlying Pooled Funds.

60.          The Top Funds will otherwise comply fully with section 2.5 of NI 81-102 in their investments in the Underlying Pooled Funds and will provide all applicable disclosure mandated for mutual funds investing in other mutual funds.

61.          Where applicable, a Top Fund’s investment in an Underlying Pooled Fund will be disclosed to investors in such Top Fund’s quarterly portfolio holding reports, financial statements and/or fund facts documents.

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:

(a)           each Underlying Pooled Fund complies with Parts 2, 4 and 6 of NI 81-102 and Part 14 of NI 81-106 for so long as it is held by one of the Top Funds;

(b)           the prospectus of the Top Funds discloses, or will disclose in the next renewal or amendment thereto following the date of this decision, the fact that the Top Funds may invest in each Underlying Pooled Fund, which are pooled funds managed by the Filer; and

(c)           a Top Fund will not invest in an Underlying Pooled Fund if, immediately after the investment, more than 10% of its net assets, in aggregate, taken at market value at the time of the investment, would consist of investments in the Underlying Pooled Funds.

“Vera Nunes”
Manager
Investment Funds and Structured Products Branch
Ontario Securities Commission