National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Relief granted to five mutual funds for extension of lapse date of its prospectus for 79 days -- Filer will incorporate offering of the mutual funds under the same offering documents as a related family of mutual funds when they are renewed -- Extension of lapse date will not affect the currency or accuracy of the information contained in the current prospectus and Fund Facts.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5).
December 30, 2015
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 1832 ASSET MANAGEMENT L.P. (the Filer)
The principal regulator in the Jurisdiction has received an application from the Filer on behalf of Dynamic Conservative Yield Private Pool, Dynamic Conservative Yield Private Pool Class, Dynamic International Dividend Private Pool, Dynamic North American Dividend Private Pool and Dynamic Tactical Bond Private Pool (collectively, the Funds) for a decision (the Exemption Sought) under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) that the time limits for the renewal of the simplified prospectus of the Funds be extended to those time limits that would be applicable as if the lapse date of the Funds' simplified prospectus and annual information form dated February 26, 2015, was May 15, 2016.
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):
(a) the Ontario Securities Commission (OSC) is the principal regulator for this 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 each of the other provinces and territories of Canada (together with Ontario, the Jurisdictions).
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. Each Fund is either a class of a corporation established under the laws of the Province of Ontario or a mutual fund trust governed by the laws of the Province of Ontario and is a reporting issuer as defined in the securities legislation of each of the Jurisdictions.
2. Each Fund currently distributes its securities in the Jurisdictions pursuant to a simplified prospectus dated February 26, 2015, as amended by amendment no. 1 dated August 24, 2015, and an annual information form dated February 26, 2015, as amended by amendment no. 1 dated August 24, 2015 (collectively, the Current Prospectus).
3. The lapse date of the Current Prospectus under the Legislation is February 26, 2016 (the Current Lapse Date). Accordingly, under the Legislation, the distribution of securities of the Fund would have to cease on the Current Lapse Date unless: (i) the Fund files a pro forma simplified prospectus at least 30 days prior to the Current Lapse Date; (ii) the final simplified prospectus is filed no later than 10 days after the Current Lapse Date; and (iii) a receipt for the final simplified prospectus is obtained within 20 days after the Current Lapse Date.
4. The Filer is the manager of the Funds. The Filer is also the manager of nine other "Dynamic Private Investment Pools" mutual funds (collectively, the Other Funds) that are offered in each of the provinces and territories of Canada under a simplified prospectus dated May 15, 2015, as amended by amendment no. 1 dated July 13, 2015, amendment no. 2 dated August 24, 2015 and amendment no. 3 dated November 13, 2015, and an annual information form dated May 15, 2015, as amended by amendment no. 1 dated July 13, 2015, amendment no. 2 dated August 24, 2015 and amendment no. 3 dated November 13, 2015, the lapse date of which is May 15, 2016.
5. The Filer is an Ontario limited partnership, which is wholly-owned, indirectly, by the Bank of Nova Scotia (BNS). The general partner of the Filer is 1832 Asset Management G.P. Inc., an Ontario corporation wholly-owned directly by BNS with its head office in Ontario.
6. The Filer is registered as: (i) a portfolio manager in all of the provinces of Canada and in the Northwest Territories and the Yukon; (ii) an exempt market dealer in all of the provinces of Canada (except Prince Edward Island and Saskatchewan); (iii) an investment fund manager in Ontario, Quebec, Newfoundland and Labrador and the Northwest Territories; and (iv) a commodity trading manager in Ontario.
7. Neither the Filer nor any of the Funds is in default of securities legislation in any of the Jurisdictions.
8. The Filer wishes to combine the simplified prospectus of the Funds with the simplified prospectus of the Other Funds in order to reduce the cost of renewing the simplified prospectus of the Funds and on-going printing and related costs. Offering the Funds under the same offering documents as the Other Funds would facilitate the distribution of the Funds in the Jurisdictions under the same simplified prospectus and would also assist in disseminating information with respect to the Funds and the Other Funds in such matters such as switching between the Funds and the Other Funds. The Other Funds share many common operational and administrative features with the Funds and combining them in the same simplified prospectus will allow investors to more easily compare the features of the Other Funds and the Funds.
9. It would be impractical to alter and modify all the dedicated systems, procedures and resources required to prepare the renewal simplified prospectus, annual information form and Fund Facts of the Other Funds, and unreasonable to incur the costs and expenses associated therewith, so that the renewal simplified prospectus of the Other Funds can be filed earlier with the renewal simplified prospectus of the Funds. As the simplified prospectus of the Other Funds is a large document and there is an in-depth internal review process that the Filer undertakes when renewing that document, the Filer would not have sufficient time to finalize and file the pro forma simplified prospectus of the Other Funds by at least 30 days prior to the Current Lapse Date.
10. The Filer may make minor changes to the features of the Other Funds as part of the process of renewing the Other Funds' simplified prospectus in May 2016. The ability to file the simplified prospectus of the Funds with those of the Other Funds will ensure that the Filer can make the operational and administrative features of the Funds and the Other Funds consistent with each other.
11. If the Exemption Sought is not granted, it will be necessary to renew the simplified prospectus and associated documents of the Funds twice within a short period of time in order to consolidate the simplified prospectus of the Funds with the simplified prospectus of the Other Funds.
12. There have been no material changes in the affairs of the Funds since the date of the Current Prospectus, other than those for which amendments have been filed. Accordingly, the Current Prospectus represents current information of the Funds. In addition, the most recently filed Fund Facts of the Funds provides even more current information to investors regarding the Funds.
13. Given the disclosure obligations of the Funds, should any material changes occur, the simplified prospectus of the Funds will be amended accordingly.
14. New investors of the Funds will receive delivery of the most recently filed Fund Facts of the Funds. The simplified prospectus of the Funds will still be available upon request.
15. The Exemption Sought will not affect the accuracy of the information contained in the Current Prospectus and therefore will not be prejudicial to the public interest.
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 Exemption Sought is granted.