Citation: Re Mawer Investment Management Ltd., 2015 ABASC 726 Date:

Transcription

1 Headnote National Policy Process for Exemptive Relief Applications in Multiple Jursidctions relief from investment restrictions in subsection 2.1(1) of National Instrument Investment Funds allowing investment in foreign government securities. Applicable Legislative Provisions Subsection 2.1(1) of National Instrument Investment Funds Citation: Re Mawer Investment Management Ltd., 2015 ABASC 726 Date: the Securities Legislation of Alberta Ontario (the Jurisdictions) the Process for Exemptive Relief Applications in Multiple Jurisdictions Mawer Investment Management Ltd. (the Filer) Mawer Global Bond Fund (the Fund) Decision Background The securities regulatory authority or regulator in each of the Jurisdictions (each a Decision Maker) has received an application from the Filer on behalf of the Fund for a decision under the securities legislation of the Jurisdictions (the Legislation) for an exemption (the Requested Relief) pursuant to section 19.1 of National Instrument Investment Funds (NI ) from subsection 2.1(1) of NI (the Concentration Restriction) to permit the Fund to make the following investments (the Permitted Investments) of up to: 20% of the Fund 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 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 are rated AA by Stard & Poor s Rating Services (Canada) or its DRO affiliate,

2 2 or have an equivalent rating by one or more other designated rating organizations or their DRO affiliates; 35% of the Fund 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 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 are rated AAA by Stard & Poor s Rating Services (Canada) or its DRO affiliate, or have an equivalent rating by one or more other designated rating organizations or their DRO affiliates (evidences of indebtedness referred to in are collectively referred to as the Foreign Government Securities). Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application): the Alberta Securities Commission is the principal regulator for this application; the Filer has provided notice that section 4.7(1) of Multilateral Instrument Passport System (MI ) is intended to be relied upon in each of the provinces territories of Canada; this decision is the decision of the principal regulator evidences the decision of the securities regulatory authority or regulator in Ontario. Interpretation Terms defined in MI , NI National instrument Definitions have the same meaning if used in this decision, unless otherwise defined herein. For greater certainty, in this decision designated rating organization DRO affiliate have the meanings given to those terms in NI Representations This decision is based on the following representations made by the Filer: 1. The Filer is a corporation organized under the laws of Alberta, with its head office in Calgary, Alberta. 2. The Filer is registered in: Alberta, British Columbia, Saskatchewan, Manitoba, Ontario, Québec, Nova Scotia, New Brunswick, Newfoundl Labrador, Yukon Northwest Territories as an adviser in the category of portfolio manager;

3 3 Alberta, Ontario, Québec Newfoundl Labrador as an investment fund manager; Alberta, British Columbia, Saskatchewan, Manitoba Ontario as a mutual fund dealer. The Filer is not a member of the Mutual Fund Dealers Association of Canada. 3. The Filer is not in default of securities legislation in any jurisdiction of Canada. 4. The Fund will be an open-ended mutual fund trust established under the laws of Alberta. 5. The Filer will be the manager, portfolio adviser principal distributor of the Fund. 6. Securities of the Fund will be qualified for distribution in one or more of the provinces territories of Canada under a simplified prospectus, annual information form fund facts filed in accordance with applicable securities legislation. As a result, the Fund will be a reporting issuer in one or more of the provinces territories of Canada. A preliminary simplified prospectus was filed for the Fund via SEDAR in each the provinces territories of Canada on April 10, The investment objective of the Fund will be to invest for interest income the preservation of global purchasing power primarily in fixed income securities from around the world. 8. To achieve its investment objective, the Fund will invest primarily in a broadly diversified portfolio of government, government-related, corporate structured fixed income securities denominated in local foreign currencies. 9. As part of the Fund s investment strategies, the Filer would like to invest a portion of the Fund s assets in Foreign Government Securities. 10. The Concentration Restriction prohibits the Fund from purchasing a security of an issuer, entering into a specified derivatives transaction or purchasing index participation units if, immediately after the transaction, more than 10% of the net asset value of the Fund would be invested in securities of any issuer. 11. The Concentration Restriction does not apply to a purchase of, among other things, a government security, which under NI means an evidence of indebtedness that is issued, or fully unconditionally guaranteed as to principal interest, by any of the government of Canada, the government of a jurisdiction of Canada or the government of the United States of America. 12. Foreign Government Securities do not meet the definition of government security, as such term is defined in NI

4 4 13. In Companion Policy CP (the Companion Policy), the Canadian Securities Administrators state their views on various matters relating to NI Subsection 3.1(4) of the Companion Policy indicates that relief from paragraph 2.04(1) of National Policy 39, which was replaced by the Concentration Restriction, has been provided to mutual funds generally under the following circumstances: the mutual fund has been permitted to invest up to 20% of its net asset value in evidences of indebtedness of any one issuer if those evidences of indebtedness are issued, or guaranteed fully as to principal 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 are rated AA by Stard & Poor s Rating Services (Canada) or its DRO affiliate, or have an equivalent rating by one or more other designated rating organizations or their DRO affiliates; the mutual fund has been permitted to invest up to 35% of its net asset value in evidences of indebtedness of any one issuer, if those evidences of indebtedness are issued, or guaranteed fully as to principal 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 are rated AAA by Stard & Poor s Rating Services (Canada) or its DRO affiliate, or have an equivalent rating by one or more other designated rating organizations or their DRO affiliates. 14. The Fund seeks the Requested Relief to enhance its ability to pursue achieve its investment objective. Decision Each of the Decision Makers is satisfied that the test contained in the Legislation for the Decision Maker to make the decision has been met. 1. The decision of the Decision Makers under the Legislation is that the Requested Relief is granted provided that: the Filer in respect of any one issuer can only rely on one of paragraph or of the definition of Permitted Investment. any security that may be purchased under the Requested Relief is traded on a mature liquid market; the acquisition of the securities purchased pursuant to this decision is consistent with the fundamental investment objective of Fund;

5 5 (d) (e) the simplified prospectus of the Fund discloses the additional risks associated with the concentration of net asset value of the Fund in securities of fewer issuers, such as the potential additional exposure to the risk of default of the issuer in which the Fund has so invested the risks, including foreign exchange risks, of investing in the country in which the issuer is located; the simplified prospectus of the Fund includes a summary of the nature terms of the Requested Relief under the investment strategies section along with the conditions imposed the type of securities covered by this decision. original signed by David Linder, QC Executive Director