August 4, 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)
DECISION
Background
The principal regulator in the Jurisdiction has received an application from the Filer on behalf of Dynamic U.S. Sector Focus Class (the Fund) 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 Fund be extended to those time limits that would be applicable as if the lapse date of the Fund’s simplified prospectus and annual information form dated September 19, 2014, was November 18, 2015.
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).
Interpretation
Terms defined in National Instrument 14-101 – Definitions 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:
The Fund is a class of a corporation established under the laws of the Province of Ontario and is a reporting issuer as defined in the securities legislation of each of the Jurisdictions.
The Fund currently distributes its securities in the Jurisdictions pursuant to a simplified prospectus dated September 19, 2014, as amended by amendment no. 1 dated December 19, 2014 and amendment no. 2 dated May 22, 2015, and an annual information form dated September 19, 2014, as amended by amendment no. 1 dated December 19, 2014 and amendment no. 2 dated May 22, 2015 (collectively, the Current Prospectus).
The lapse date of the Current Prospectus under the Legislation is September 19, 2015 (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.
The Filer is the manager of the Fund. The Filer is also the manager of 106 other Dynamic mutual funds (collectively, the Other Funds) that are offered in each of the provinces and territories of Canada under a simplified prospectus dated November 18, 2014, as amended by amendment no. 1 dated December 11, 2014, amendment no. 2 dated March 20, 2015, amendment no. 3 dated May 22, 2015 and amendment no. 4 dated June 1, 2015, and an annual information form dated November 18, 2014, as amended by amendment no. 1 dated December 11, 2014, amendment no. 2 dated March 20, 2015, amendment no. 3 dated May 22, 2015 and amendment no. 4 dated June 1, 2015, the lapse date of which is November 18, 2015.
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.
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.
Neither the Filer nor the Fund is in default of securities legislation in any of the Jurisdictions.
The Filer wishes to combine the simplified prospectus of the Fund with the simplified prospectus of the Other Funds in order to reduce the cost of renewing the simplified prospectus of the Fund and on-going printing and related costs. Offering the Fund under the same offering documents as the Other Funds would facilitate the distribution of the Fund in the Jurisdictions under the same simplified prospectus and would also assist in disseminating information with respect to the Fund and the Other Funds in such matters such as switching between the Fund and the Other Funds. The Other Funds share many common operational and administrative features with the Fund and combining them in the same simplified prospectus will allow investors to more easily compare the features of the Other Funds and the Fund.
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 Fund. As the simplified prospectus of the Other Funds is a very 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.
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 November 2015. The ability to file the simplified prospectus of the Fund with those of the Other Funds will ensure that the Filer can make the operational and administrative features of the Fund and the Other Funds consistent with each other.
If the Exemption Sought is not granted, it will be necessary to renew the simplified prospectus and associated documents of the Fund twice within a short period of time in order to consolidate the simplified prospectus of the Fund with the simplified prospectus of the Other Funds.
There have been no material changes in the affairs of the Fund 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 Fund. In addition, the Fund Facts filed on May 22, 2015 provides even more current information to investors regarding the Fund.
Given the disclosure obligations of the Fund, should any material changes occur, the simplified prospectus of the Fund will be amended accordingly.
New investors of the Fund will receive delivery of the Fund Facts dated May 22, 2015 of the Fund. The simplified prospectus of the Fund will still be available upon request.
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.
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 Exemption Sought is granted.
“Darren McKall”
Darren McKall, Manager
Investment Funds and Structured Products Branch
Ontario Securities Commission