| THE SECURITIES ACT | ) |
Order No. 6188 |
) |
||
| Section 20(1) | ) |
August 20, 2010 |
I.G. Investment Management, Ltd.
WHEREAS:
(A) I.G. Investment Management, Ltd. ("IGIM") has applied to The Manitoba Securities Commission (the "Commission") for an order under s. 20(1) of The Securities Act, R.S.M. 1988, c. S50 (the "Act") that IGIM is exempt from the dealer registration requirement under section 6 of the Act in respect of:
1) trades by it in Non-Retail Securities and Future Non-Retail Securities of Investors Group Mutual Funds and Future Investors Group Mutual Funds (as defined below) to Specified Investors (as defined below); and
2) trades in Prospectus Qualified Securities (as defined below) of Investors Group Mutual Funds and Future Investors Group Mutual Funds with itself.
(the "Requested Relief")
(B) IGIM has represented to the Commission that:
1. IGIM is a registered firm pursuant to the Act and National Instrument 31-103 – Registration Requirements and Exemptions ("NI 31-103"), as an adviser (in the category of portfolio manager) in Manitoba, Ontario and Quebec and will apply by September 28, 2010 for registration as investment fund manager in Manitoba pursuant to the transitional provisions prescribed by NI 31-103.
2. IGIM’s Head Office, and principal place of business, is located at 447 Portage Ave, Winnipeg, Manitoba.
3. IGIM is a corporation continued under the Ontario Business Corporations Act (OBCA) and it acts as:
(i) investment fund manager for approximately 160 mutual funds as listed in attached Appendix "A" and Appendix "B" (the "Investors Group Mutual Funds"), securities of which are qualified for distribution to the public in all Provinces and Territories in Canada which, as such, are reporting issuers or equivalent in all of those jurisdictions;
(ii) portfolio adviser for a number of the Investors Group Mutual Funds; and
(iii) trustee for the Investors Group Mutual Funds that are trusts.
4. The Investors Group Mutual Funds listed in Appendix "A" are unit trusts (the "Investors Group Trust Funds") established or continued by a Master Declaration of Trust dated as of October 1, 2007, as amended from time to time, or other declarations of trust or trust agreements. IGIM acts as trustee of all the Investors Group Trust Funds. Each of the Investors Group Trust Funds offer one or more class or series of units that are qualified by prospectus for distribution to retail investors in all the Provinces and Territories of Canada. With the exception of the Investors Group Income Fund and Investors Group Short-Term Income Fund, these prospectus qualified units are distributed through IGIM’s affiliates Investors Group Financial Services Inc. (a registered mutual fund dealer and Member of the Mutual Fund Dealers Association of Canada) and Investors Group Securities Inc. (a registered investment dealer and Member of the Investment Industry Regulatory Organization of Canada). The prospectus qualified units of the Investors Group Income Fund and Investors Group Short-Term Income Fund (Series "O" Units) are distributed by Investors Group Financial Services Inc., but not to retail investors.
5. The Investors Group Mutual Funds listed in Appendix "B" (the "Investors Group Corporate Class Funds") are each classes of shares of Investors Group Corporate Class Inc. (‘IGCC"), a mutual fund corporation organized under the Canada Business Corporations Act, with its head office at 447 Portage Ave, Winnipeg. Each class of shares is a separate mutual fund having specific investment objectives and is specifically referable to a separate portfolio of investments. Each class of shares offers two or more series of shares that are qualified by prospectus for distribution in the all the Provinces and Territories of Canada. These shares are also distributed to retail investors through Investors Group Financial Services Inc. and Investors Group Securities Inc.
6. In addition, the Investors Group Unit Trust Funds and the Investors Group Corporate Class Funds also issue, or may issue in the future, one or more non-retail class or series of units (currently Series "S", "Z", "P" and "F" Units for some or all of the Investors Group Trust Funds) or shares (currently Series "Z", "P" and "S" Shares for some or all of the Investors Group Corporate Class Funds), which have different fees and expenses than the retail series of units or shares issued by the Investors Group Mutual Funds (the "Non-Retail Securities"). The Non-Retail Securities generally are open for investment by other Investors Group Mutual Funds and other qualified investors and/or for investment by The Great-West Life Assurance Company ("Great-West"), an affiliate of IGIM, on behalf of segregated funds issued by Great-West and offered through affiliates of IGIM.
7. IGIM conducts trades in Non-Retail Securities (both purchases and redemptions) in Manitoba among the Investors Group Mutual Funds, with Great-West and with itself as principal, in its capacity as investment fund manager of the Investors Group Mutual Funds, (collectively the "Specified Investors"), all of which meet the definition of "accredited investor" under the National Instrument 45-106 ("NI 45-106"). Until March 27, 2010 these trades were conducted pursuant to the prospectus and/or registration exemptions under sections 2.3 and 3.3 of NI 45-106. Trades in Non-Retail Securities with the Specified Investors are necessary to:
(a) facilitate the investment by some Investors Group Mutual Funds, including portfolio funds, in other Investors Group Mutual Funds in order to meet the investment objectives of those Investors Group Mutual Funds, and to avoid the duplication of management and other fees payable by these Investors Group Mutual Funds as generally required by National Instrument 81-102 Mutual Funds ("NI 81-102");
(b) facilitate the investment by segregated fund products of Great-West, which are offered through affiliates of IGIM, in Investors Group Mutual Funds in order to meet the investment objectives of those segregated funds; and
(c) facilitate the administration of the Investors Group Mutual Funds (for example when IGIM as principal makes a nominal investment in a series of Non-Retail Securities to keep the series open for investment).
8. IGIM does not offer or distribute the Non-Retail Securities to retail investors.
9. Pursuant to section 8.5 of NI 45-106, the Part 3 registration exemptions under NI 45-106 are no longer available as of March 27, 2010 to firms that are registered in another category of registration in any jurisdiction in Canada.
10. Pursuant to section 16.7(3) of NI 31-103, the requirement to register as dealer in the category of exempt market dealer in a Province or Territory of Canada outside Ontario and Newfoundland and Labrador does not apply to a person or company that acts as a dealer in the exempt market on the day the instrument comes into force (a) until one year after NI 31-103 came into force (i.e. September 28, 2010), or (b) if the person or company applies for registration as an exempt market dealer within one year after this Instrument comes into force, until the regulator has accepted or refused registration.
11. IGIM was trading in the Non-Retail Securities in Manitoba with the Specified Investors pursuant to the registration and prospectus exemptions described above prior to NI 31-103 coming into force on September 28, 2009. IGIM therefore has until September 28, 2010 to apply for registration as an exempt market dealer pursuant to section 16.7 of NI 31-103 in order to continue trading in the Non-Retail Securities with the Specified Investors after September 28, 2010, unless it can obtain an exemption from the requirement to register as an exempt market dealer.
12. In addition to the foregoing, IGIM will on occasion trade (both purchases and redemptions) in Manitoba in securities that are qualified for distribution by way of prospectus ("Prospectus Qualified Securities") of the Investors Group Mutual Funds with itself as principal, in its capacity as investment fund manager of such Investors Group Mutual Funds, in order to facilitate the administration of such Investors Group Mutual Funds. Such trades are necessary, for example, to: a) contribute the necessary seed capital into a mutual fund as required by section 3.1 of NI 81-102; b) keep a series of Prospectus Qualified Securities open for investment; c) inject sufficient cash into a new mutual fund in order for it to begin acquiring investments for its portfolio in a more efficient manner. The investments described in (a) and (c) above are redeemed in accordance with section 3.1 of NI 81-102 or generally when the Investors Group Mutual Fund has sufficient net assets to maintain ongoing investments in an efficient manner.
13. It is anticipated that IGIM will trade in future non-retail classes or series of securities which do not currently exist ("Future Non-Retail Securities") of the Investors Group Mutual Funds or of mutual funds for which IGIM is appointed investment fund manager ("Future Investors Group Mutual Funds") with the Specified Investors. It is also anticipated that IGIM will trade in Prospectus Qualified Securities of Future Investors Group Mutual Funds with itself as principal in order to facilitate the administration of such Future Investors Group Mutual Funds.
Order
(C) The Commission is of the opinion that it would not be prejudicial to the public interest to grant the Requested Relief.
IT IS ORDERED:
1. THAT, under section 20(1) of the Act, IGIM is hereby exempt from the requirement to register as a dealer (in the category of exempt market dealer or other applicable category of dealer) in connection with trades in Non-Retail Securities with the Specified Investors.
2. THAT, under section 20(1) of the Act, IGIM is hereby exempt from the requirement to register as a dealer (in the category of exempt market dealer or other applicable category of dealer) in connection with trades in Future Non-Retail Securities of Investors Group Mutual Funds or Future Investors Group Mutual Funds with the Specified Investors (including Future Investors Group Mutual Funds who qualify as "accredited investors" under National Instrument 45-106).
3. THAT, under section 20(1) of the Act, IGIM is hereby exempt from the requirement to register as a dealer in connection with the trades in Prospectus Qualified Securities of Investors Group Mutual Funds or Future Investors Group Mutual Funds with itself as principal in order to facilitate the administration of such Investors Group Mutual Funds or Future Investors Group Mutual Funds.
4. THAT this order expires on December 31, 2012.
BY ORDER OF THE COMMISSION
Director
APPENDIX "A"
INVESTORS GROUP TRUST FUNDS
- Allegro Aggressive Canada Focus Portfolio
- Allegro Aggressive Portfolio
- Allegro Conservative Portfolio
- Allegro Moderate Aggressive Canada Focus Portfolio
- Allegro Moderate Aggressive Portfolio
- Allegro Moderate Conservative Portfolio
- Allegro Moderate Portfolio
- Alto Aggressive Canada Focus Portfolio
- Alto Aggressive Portfolio
- Alto Conservative Portfolio
- Alto Moderate Aggressive Canada Focus Portfolio
- Alto Moderate Aggressive Portfolio
- Alto Moderate Conservative Portfolio
- Alto Moderate Portfolio
- Alto Monthly Income and Enhanced Growth Portfolio
- Alto Monthly Income and Growth Portfolio
- Alto Monthly Income Portfolio
- Alto Monthly Income and Global Growth Portfolio
- IG AGF Canadian Balanced Fund
- IG AGF Canadian Diversified Growth Fund
- IG AGF Canadian Growth Fund
- IG AGF Global Equity Fund
- IG AGF U.S. Growth Fund
- IG Beutel Goodman Canadian Balanced Fund
- IG Beutel Goodman Canadian Equity Fund
- IG Beutel Goodman Canadian Small Cap Fund
- IG Bissett Canadian Equity Fund
- IG FI Canadian Allocation Fund
- IG FI Canadian Equity Fund
- Investors U.S. Equity Fund
- IG Mackenzie Cundill Global Value Fund
- IG Mackenzie Income Fund
- IG Mackenzie Ivy European Fund
- IG Mackenzie Maxxum Canadian Equity Growth Fund
- IG Mackenzie Maxxum Dividend Growth Fund
- IG Putnam U.S. High Yield Income Fund
- IG Templeton International Equity Fund
- Investors Canadian Balanced Fund
- Investors Canadian Bond Fund
- Investors Canadian Dividend Growth Fund
- Investors Canadian Equity Fund
- Investors Canadian Growth Fund
- Investors Canadian High Yield Income Fund
- Investors Canadian Large Cap Value Fund
- Investors Canadian Money Market Fund
- Investors Canadian Natural Resource Fund
- Investors Canadian Small Cap Fund
- Investors Canadian Small Cap Growth Fund
- Investors Cornerstone I Portfolio
- Investors Cornerstone II Portfolio
- Investors Cornerstone III Portfolio
- Investors Dividend Fund
- Investors European Dividend Growth Fund
- Investors European Equity Fund
- Investors European Mid-Cap Equity Fund
- Investors Global Bond Fund
- Investors Global Dividend Fund
- Investors Global Financial Services Fund
- Investors Global Fund
- Investors Global Real Estate Fund
- Investors Global Science & Technology Fund
- Investors Government Bond Fund
- Investors Greater China Fund
- Investors Growth Plus Portfolio
- Investors Growth Portfolio
- Investors Income Plus Portfolio
- Investors Income Portfolio
- Investors Canadian Equity Income Fund
- Investors International Equity Fund
- Investors Japanese Equity Fund
- Investors Mergers & Acquisitions Fund
- Investors Mortgage and Short Term Income Fund
- Investors Mutual of Canada
- Investors North American Equity Fund
- Investors Pacific International Fund
- Investors Pan Asian Growth Fund
- Investors Premium Money Market Fund
- Investors Quebec Enterprise Fund
- Investors Real Property Fund
- Investors Real Return Bond Fund
- Investors Retirement Growth Portfolio
- Investors Retirement High Growth Portfolio
- Investors Retirement Plus Portfolio
- Investors Summa SRI™ Fund
- Investors Summa Global SRI™ Fund
- Investors Summa Global Environmental Leaders™ Fund
- Investors Tactical Asset Allocation Fund
- Investors U.S. Dividend Growth Fund
- Investors U.S. Large Cap Growth Fund
- Investors U.S. Large Cap Value Fund
- Investors U.S. Money Market Fund
- Investors U.S. Opportunities Fund
- Investors World Growth Portfolio
- IG FI U.S. Large Cap Equity Fund
- IG FI International Equity Fund
- Investors Group Income Fund
- Investors Group Short Term Income Fund
- iProfile Canadian Equity Pool
- iProfile Emerging Markets Pool
- iProfile Fixed Income Pool
- iProfile International Equity Pool
- iProfile Money Market Pool
- iProfile U.S. Equity Pool
APPENDIX "B"
INVESTORS GROUP CORPORATE CLASS FUNDS
- Allegro Balanced Growth Canada Focus Portfolio Class
- Allegro Balanced Growth Portfolio Class
- Allegro Balanced Portfolio Class
- Allegro Growth Canada Focus Portfolio Class
- Allegro Growth Portfolio Class
- IG AGF Canadian Diversified Growth Class
- IG AGF Canadian Growth Class
- IG AGF Global Equity Class
- IG AGF U.S. Growth Class
- IG Beutel Goodman Canadian Equity Class
- IG Bissett Canadian Equity Class
- IG FI Canadian Equity Class
- Investors U.S. Equity Class
- IG Mackenzie Cundill Global Value Class
- IG Mackenzie Global Precious Metals Class
- IG Mackenzie Ivy European Class
- IG Mackenzie Ivy Foreign Equity Class
- IG Mackenzie Maxxum Canadian Equity Growth Class
- IG Mackenzie Universal Emerging Markets Class
- IG Mackenzie Universal Global Growth Class
- IG Mackenzie Universal U.S. Growth Leaders Class
- IG Templeton International Equity Class
- Investors Canadian Equity Class
- Investors Canadian Growth Class
- Investors Canadian Large Cap Value Class
- Investors Canadian Small Cap Class
- Investors Canadian Small Cap Growth Class
- Investors Capital Yield Class
- Investors European Equity Class
- Investors European Mid-Cap Equity Class
- Investors Global Class
- Investors Global Consumer Companies Class
- Investors Global Financial Services Class
- Investors Global Health Care Class
- Investors Global Infrastructure Class
- Investors Global Natural Resources Class
- Investors Global Science & Technology Class
- Investors Greater China Class
- Investors International Equity Class
- Investors International Small Cap Class
- Investors Japanese Equity Class
- Investors Managed Yield Class
- Investors Mergers & Acquisitions Class
- Investors North American Equity Class
- Investors Pacific International Class
- Investors Pan Asian Growth Class
- Investors Quebec Enterprise Class
- Investors Short Term Capital Yield Class
- Investors Summa Global Environmental Leaders™ Class
- Investors Summa Global SRI™ Class
- Investors Summa SRITM Class
- Investors U.S. Large Cap Growth Class
- Investors U.S. Large Cap Value Class
- Investors U.S. Opportunities Class
- Investors U.S. Small Cap Class
- IG FI U.S. Large Cap Equity Class
- IG FI International Equity Class