Securities Law & Instruments

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- relief from sections 15.3(4)(c), 15.6(d), 15.8(2)(a) and 15.8(3)(a) of National Instrument 81-102 Mutual Funds to permit mutual funds which offer their securities under a simplified prospectus to include in their sales communications, performance data for the period when the funds were not a reporting issuer, Section 2.1 of National Instrument 81-101 Mutual Fund Prospectus Disclosure for the purposes of the relief requested from Form 81-101F3 Contents of Fund Facts Document, and Item 4 of Part I of Form 81-101F3 to permit the Funds to include in their respective fund facts for Class I units, the past performance data for the period when the funds were not reporting issuers -- the funds distributed their securities under prospectus exemptions prior to becoming reporting issuers -- the funds have complied with the investment restrictions and practices in NI 81-102 since inception -- the funds are managed substantially similarly since commencing to distribute securities under a simplified prospectus -- the funds have prepared annual audited financial statements since inception -- the performance data of the funds for the time period before it became a reporting issuer is relevant and useful information for investors.

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- relief from section 4.4 of National Instrument 81-106 Investment Fund Continuous Disclosure for the purposes of the relief requested from Form 81-106F1, Items 3.1(7), 4.1(1), 4.1(2), 4.2(1), 4.3(1) and 4.3(2) of Part B of Form 81-106F1, and Items 3(1) and 4 of Part C of Form 81-106F1 to permit a mutual fund to include in its annual and interim management reports of fund performance the financial highlights and past performance of the funds that are derived from the funds' annual financial statements that pertain to time periods when the funds were not a reporting issuer -- the funds distributed their securities under prospectus exemptions prior to becoming a reporting issuer -- the funds have complied with the investment restrictions and practices in NI 81-102 since inception -- the funds are managed substantially similarly since commencing to distribute securities under a simplified prospectus -- the funds have prepared annual financial statements since inception and in accordance with National Instrument 81-106 Investment Fund Continuous Disclosure since NI 81-106 came into force -- the financial highlights and performance data of the funds for the time periods before they became reporting issuers is relevant and useful information for investors.

Applicable Legislative Provisions

National Instrument 81-102 Mutual Funds, ss. 5.3(4)(c), 15.6(d), 15.8(2)(a), 15.8(3)(a) and 19.1.

National Instrument 81-101 Mutual Fund Prospectus Disclosure, s. 2.1.

Item 4 of Part I of Form 81-101F3 Contents of Fund Facts Document.

National Instrument 81-106 Mutual Fund Continuous Disclosure, ss. 4.4 and 17.1.

Items 3.1(7), 4.1(1), 4.1(2), 4.2(1), 4.3(1) and 4.3(2) of Part B of Form 81-106F1 and Items 3(1) and 4 of Part C of Form 81-106F1.

December 17, 2012

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

BEUTEL GOODMAN MANAGED FUNDS INC.

(the Filer)

AND

BEUTEL GOODMAN SHORT TERM BOND FUND

(ST Bond Fund),

BEUTEL GOODMAN GLOBAL DIVIDEND FUND

(Global Dividend Fund) AND

BEUTEL GOODMAN GLOBAL EQUITY FUND

(Global Equity Fund)

(collectively, the Funds)

DECISION

Background

The principal regulator in the Jurisdiction has received an application (the Application) from the Filer on behalf of the Funds, of which the Filer is the investment fund manager and to which National Instrument 81-106 -- Investment Fund Continuous Disclosure (NI 81-106) applies for a decision under the securities legislation of the regulator (the Legislation) exempting the Funds from:

a) section 4.4 of NI 81-106 for the purposes of relief requested herein from Form 81-106F1 -- Contents of Annual and Interim Management Report of Fund Performance (Form 81-106F1); and

b) items 3.1(7), 4.1(1) regarding the requirement to comply with sections 15.3(2) and 15.3(4)(c) of National Instrument 81-102 -- Mutual Funds (NI 81-102), 4.1(2), 4.2(1), 4.3(1) and 4.3(2)of Part B of Form 81-106F1, and items 3(1) and 4 of Part C of Form 81-106F1 to permit each of the Funds to include, with respect to the Class I units, in their annual and interim management reports of fund performance,

i. the financial highlights and past performance data of the Global Dividend Fund that are based on the 2009 annual financial statements of the BG Global Dividend Fund,

ii. the financial highlights and past performance data of the ST Bond Fund that are based on the 2009 annual financial statements of the BG Short Term Bond Fund, and

iii. the financial highlights and past performance data of the Global Equity Fund that are based on the 2010 annual financial statements of the Beutel Goodman Global Fund

(collectively, the Requested Relief).

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, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Northwest Territories, Nunavut and Yukon.

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.

Representations

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

ST Bond Fund:

1. The ST Bond Fund is an open-ended prospectus-qualified mutual fund trust created under the laws of Ontario and is governed by a declaration of trust dated August 13, 2010.

2. The BG Short Term Bond Fund, predecessor to the ST Bond Fund, was a non-prospectus qualified pooled fund created under the laws of Ontario under declaration of trust on June 30, 2006 (ST Bond Inception Date) and began recording performance on July 1, 2006 (ST Bond Performance Date).

3. Since the ST Bond Inception Date until the date of receipt for the ST Bond Fund's first simplified prospectus and annual information form dated August 13, 2010 (collectively, the ST Bond Prospectus) filed pursuant to National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101), units of the ST Bond Fund were distributed to investors on a prospectus-exempt basis in accordance with National Instrument 45-106 Prospectus and Registration Exemptions and its predecessor legislation in each province and territory of Canada (NI 45-106).

Global Dividend Fund:

4. The Global Dividend Fund is an open-ended prospectus-qualified mutual fund trust created under the laws of Ontario on August 13, 2010 and is governed by a declaration of trust dated August 13, 2010.

5. The BG Global Dividend Fund, predecessor to the Global Dividend Fund, was a non-prospectus-qualified pooled fund created under the laws of Ontario under declaration of trust on November 26, 2007 (Global Dividend Inception Date) and began recording performance on December 1, 2007 (Global Dividend Performance Date).

6. Since the Global Dividend Inception Date until the date of receipt for the Global Dividend Fund's first simplified prospectus and annual information form dated August 13, 2010 (collectively, the Global Dividend Prospectus) filed pursuant to NI 81-101, units of the Global Dividend Fund were distributed to investors on a prospectus-exempt basis in accordance with NI 45-106.

Global Equity Fund:

7. The Global Equity Fund is an open-ended prospectus-qualified mutual fund trust created under the laws of Ontario on July 6, 2011 and is governed by a declaration of trust dated July 6, 2011.

8. The Beutel Goodman Global Fund, predecessor to the Global Equity Fund, was a non-prospectus-qualified pooled fund created under the laws of Ontario under declaration of trust on April 5, 1995 (Global Equity Inception Date) and began recording performance on July 1, 1995 (Global Equity Performance Date).

9. Since the Global Equity Inception Date until the date of receipt for the Global Equity Fund's first simplified prospectus and annual information form dated July 6, 2011 (collectively, the Global Equity Prospectus) filed pursuant to NI 81-101, units of the Global Equity Fund were distributed to investors on a prospectus-exempt basis in accordance with NI 45-106.

The Funds and the Filer:

10. The ST Bond Inception Date, Global Dividend Inception Date and Global Equity Inception Date are collectively known as Inception Date.

11. The ST Bond Performance Date, the Global Dividend Performance Date and the Global Equity Performance Date are collectively referred to as the Performance Date.

12. The ST Bond Prospectus, Global Dividend Prospectus and Global Equity Prospectus are collectively known as the Prospectus.

13. Upon the issuance of the receipt for the ST Bond Prospectus and Global Dividend Prospectus on August 18, 2010, and for the Global Equity Prospectus on July 11, 2011, each of the Funds has been permitted to commence distributing its securities to the public and each of the Funds has also become a reporting issuer under the securities legislation of each province and territory of Canada. In addition, each of the Funds has become subject to the requirements of National Instrument 81-102 -- Mutual Funds (NI 81-102) and National Instrument 81-106 -- Investment Fund Continuous Disclosure (NI 81-106) that apply to investment funds that are reporting issuers.

14. As a result of an order of the OSC dated May 9, 1989 (the Order), for the period beginning the Inception Date to the date of the receipt of the Prospectus for each of the Funds, the Funds were exempt from preparing and filing interim financial statements, and from filing of annual financial statements. One of the conditions of the Order was that annual audited financial statements of the Funds are sent to each holder of units of the Funds within 140 days after the end of the Fund's last completed financial year. This condition was not complied with as follows: The audited annual financial statements of the Funds were available to investors, all but three of whom were institutional investors, on their request. Representatives of Beutel, Goodman & Company Ltd. (Beutel Goodman), as portfolio manager and investment fund manager to the Funds, and the parent company of the Filer, met at least semi-annually with representatives of the institutional investors to review the detailed quarterly reports provided to such investors which included information on compliance, transactions, the current portfolio and portfolio performance. All three of the non-institutional investors, all of whom were invested in the Global Dividend Fund, were employees or close associates of Beutel Goodman.

15. Since the Inception Date of each Fund, each of the Funds has complied with the investment restrictions and practices contained in NI 81-102, including not using leverage in the management of its portfolio.

16. Each of the Funds has been managed substantially similarly after each became a reporting issuer as each was prior to becoming a reporting issuer. As a result of each Fund becoming a reporting issuer:

(a) each of the Fund's investment objectives have not changed, other than to provide additional detail as required by NI 81-101;

(b) the management fee charged for Class I units of each Fund compared to the fee charged in respect of units of the predecessor funds has not changed;

(c) the day-to-day administration of each of the Funds has not changed, other than to comply with the additional regulatory requirements associated with being a reporting issuer (none of which would have impacted the portfolio management, i.e., gross performance prior to fees and expenses, of each Fund) and to provide additional features that are available to investors of mutual funds managed by the Filer, as described in the Prospectus of each Fund; and

(d) the management expense ratio of each Fund, Class I units, has remained the same, except for the Global Dividend Fund whose management expense ratio increased by 0.1 percent, which the Filer considers to be an immaterial amount.

17. Without the Requested Relief, the MRFPs of the Funds cannot include financial highlights and performance data derived from its annual and interim financial statements for the time periods prior to each of them becoming a reporting issuer.

18. The Filer has filed a separate application for exemptive relief from certain provisions of National Instrument 81-102 -- Mutual Funds (NI 81-102) to permit the Funds, for Class I units, to use past performance data since the Inception Date of each Fund in sales communications.

19. Except as noted in representation 14. above, the Filer and each of the Funds are not in default of securities legislation in any province or territory of Canada.

20. The performance and other financial data of each of the Funds for the time period before each of them became a reporting issuer is significant and meaningful information for existing and prospective investors of Class I units of each Fund.

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) any MRFP that includes performance data or financial highlights of a Fund relating to a period prior to when the Fund was a reporting issuer discloses:

(i) that the Fund was not a reporting issuer during such period;

(ii) that the expenses of the Fund would have been higher during such period had the Fund been subject to the additional regulatory requirements applicable to a reporting issuer; and

(iii) that the financial statements of the Fund for such period are available to investors upon request;

(b) the Filer makes the financial statements of the Fund since the Inception Date available to (potential) investors upon request; and

(c) the Fund prepares the Prospectus and sales communications in accordance with the NI 81-102 Relief.

"Vera Nunes"
Manager, Investment Funds
Ontario Securities Commission