December 5, 2016

(the Jurisdiction)

AND

(each a Filer, and collectively, the Filers)

Background

The principal regulator in the Jurisdiction has received an application from each Filer, on behalf of existing and future investment funds that are or will be managed from time to time by the Filer or by an affiliate or successor of the Filer (the Funds), for a decision under the securities legislation of the Jurisdiction (the Legislation) granting an exemption from the requirement contained in paragraph 12.2(2)(a) of National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106) for a person or company that solicits proxies, by or on behalf of management of a Fund, to send an information circular to each registered holder of securities of a Fund whose proxy is solicited, and instead allow a Fund to send a Notice-and-Access Document (as defined in condition 1 of this decision) using the Notice-and-Access Procedure (as defined in condition 2 of this decision) (the Exemption Sought).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a) the Ontario Securities Commission is the principal regulator for this application; and

(b) each 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 the jurisdiction(s) listed opposite its name in Schedule "A" (collectively, with the Jurisdiction, the Jurisdictions).

Interpretation

Terms defined in National Instrument 14-101 Definitions, MI 11-102, National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) and National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer (NI 54-101) have the same meaning if used in this decision, unless otherwise defined.

Representations

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

The Filers and the Funds

The head office location of each Filer is set forth in Schedule "A".
The Jurisdictions in which each Filer is registered and the specific categories of registration for each Filer are provided in Schedule "A".
The Funds are, or will be, managed by the Filers or by an affiliate or successor of the Filers.
The Funds are, or will be, investment funds and are, or will be, reporting issuers in one or more of the Jurisdictions.
None of the Filers, nor any of the existing Funds, are in default of any of the requirements of securities legislation of the Jurisdictions.

Meetings of Securityholders of the Funds

Pursuant to applicable legislation, each Filer must call a meeting of securityholders of one or more Funds from time to time to consider and vote on matters requiring securityholder approval.
In connection with a meeting, a Fund is required to comply with the requirements in NI 81-106 regarding the sending of proxies and information circulars to registered holders of its securities, which include a requirement that each person or company that solicits proxies by or on behalf of management of a Fund send, with the notice of meeting, to each registered holder of securities of a Fund whose proxy is solicited, an information circular, prepared in compliance with the requirements of Form 51-102F5 of NI 51-102, to securityholders of record who are entitled to receive notice of the meeting.
A Fund is also required to comply with NI 51-102 for communicating with registered holders of its securities, and to comply with NI 54-101 for communicating with beneficial owners of its securities.

Notice-and-Access Procedure – Corporate Finance Issuers

Section 9.1.1 of NI 51-102 permits, if certain conditions are met, a reporting issuer that is not an investment fund to use the notice-and-access procedure and send, instead of an information circular, a notice to each registered holder of its securities that contains certain specific information regarding the meeting and an explanation of the notice-and-access procedure.
Section 2.7.1 of NI 54-101 permits a reporting issuer that is not an investment fund to use a similar procedure to communicate with each beneficial owner of its securities.

Reasons supporting the Exemption Sought

A meeting of investment fund securityholders is substantively no different than a meeting of corporate finance securityholders. As a result, if the notice-and access procedure set forth in NI 51-102 and in NI 54-101 can be used by a corporate finance issuer for a meeting of its securityholders in order to send a notice-and-access document instead of an information circular, it would not be detrimental to the protection of investors to allow an investment fund to also use the Notice-and-Access Procedure to send a Notice-and-Access Document, instead of the information circular.
With the Exemption Sought, securityholders will maintain the same access to the same quality of disclosure material currently available. Without limiting the generality of the foregoing:

(a) all securityholders of record entitled to receive an information circular will receive instructions on how to access the information circular and will be able to receive a printed copy, without charge, if they so desire; and

(b) the conditions to the Exemption Sought mandate that the Notice-and-Access Document will be sent to securityholders sufficiently in advance of a meeting so that if a securityholder wishes to receive a printed copy of the information circular, there will be sufficient time for each Filer, directly or through the Filer's agent, to send the information circular.

With the Notice-and-Access Procedure, no securityholder will be deprived of their ability to access the information circular in his/her/its preferred manner of communication.
In accordance with each Filer's standard of care owed to the relevant Fund pursuant to applicable legislation, each Filer will only use the Notice-and-Access Procedure for a particular meeting where it has concluded it is appropriate and consistent with the purposes of notice-and-access (as described in the Companion Policy to NI 54-101) to do so, also taking into account the purpose of the meeting and whether the Fund would obtain a better participation rate by sending the information circular with the other proxy-related materials.
There are significant costs involved in the printing and delivery of the proxy-related materials, including information circulars, to securityholders in the Funds.

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 Decision Makers under the Legislation is that the Exemption Sought is granted, provided that, in respect of each Fund or the Filer soliciting proxies by or on behalf of management of a Fund:

The registered holders or beneficial owners, as applicable, of securities of the Fund are sent a document that contains the following information and no other information (the Notice-and-Access Document):

(a) the date, time and location of the meeting for which the proxy-related materials are being sent;

(b) a description of each matter or group of related matters identified in the form of proxy to be voted on unless that information is already included in a Form 54-101F6 or Form 54-101F7 as applicable, that is being sent to the beneficial owner of securities of the Fund under condition (2)(c) of this decision;

(d) a reminder to review the information circular before voting;

(e) an explanation of how to obtain a paper copy of the information circular and, if applicable, the financial statements;

(f) a plain-language explanation of the Notice-and-Access Procedure that includes the following information:

(i) the estimated date and time by which a request for a paper copy of the information circular and, if applicable, the financial statements of the Fund, is to be received in order for the registered holder or beneficial owner, as applicable, to receive the paper copy in advance of any deadline for the submission of voting instructions for the meeting;

(ii) an explanation of how the registered holders or the beneficial owners, as applicable, of securities of the Fund are to return voting instructions, including any deadline for return of those instructions;

(iii) the sections of the information circular where disclosure regarding each matter or group of related matters identified in the Notice-and-Access Document can be found; and

(iv) a toll-free telephone number the registered holders or the beneficial owners, as applicable, of securities of the Fund can call to get information about the Notice-and-Access Procedure.

The Filer, on behalf of the Fund, sends the Notice-and-Access Document in compliance with the following procedure (the Notice-and-Access Procedure), in addition to any and all other applicable requirements:

(a) the proxy-related materials are sent a minimum of 30 days before a meeting and a maximum of 50 days before a meeting;

(b) if the Fund sends proxy-related materials:

(i) directly to a NOBO using the Notice-and-Access Procedure, then the Fund must send the Notice-and-Access Document and, if applicable, any paper copies of information circulars and the financial statements, at least 30 days before the date of the meeting; and

(ii) indirectly to a beneficial owner using the Notice-and-Access Procedure, then the Fund must send the Notice-and-Access Document and, if applicable, any paper copies of information circulars and the financial statements to the proximate intermediary (A) at least 3 business days before the 30th day before the date of the meeting, in the case of proxy-related materials that are to be sent on by the proximate intermediary by first class mail, courier or the equivalent, or (B) at least 4 business days before the 30th day before the date of the meeting, in the case of proxy-related materials that are to be sent using any other type of prepaid mail;

(c) using the procedures referred to in section 2.9 or 2.12 of NI 54-101, as applicable, the beneficial owner of securities of the Fund is sent, by prepaid mail, courier or the equivalent, the Notice-and-Access Document and a Form 54-101F6 or Form 54-101F7, as applicable;

(d) the Filer, on behalf of the Fund, files on SEDAR the notification of meeting and record dates on the same date that it sends the notification of meeting date and record date pursuant to subsection 2.2(1) of NI 54-101 (as such time may be abridged);

(e) public electronic access to the information circular and the Notice-and-Access Document is provided on or before the date that the Notice-and-Access Document is sent to registered holders or to beneficial owners, as applicable, of securities of the Fund in the following manner:

(i) the information circular and the Notice-and-Access Document are filed on SEDAR; and

(ii) the information circular and the Notice-and-Access Document are posted until the date that is one year from the date that the documents are posted, on a website of the Filer or the Fund;

(f) a toll-free telephone number is provided for use by the registered holders or beneficial owners, as applicable, of securities of the Fund to request a paper copy of the information circular and, if applicable, the financial statements of the Fund, at any time from the date that the Notice-and-Access Document is sent to the registered holders or the beneficial owners, as applicable, up to and including the date of the meeting, including any adjournment;

(g) if a request for a paper copy of the information circular and, if applicable, the financial statements of the Fund, is received at the toll-free telephone number provided in the Notice-and-Access Document or by any other means, a paper copy of any such document requested is sent free of charge to the registered holder or beneficial owner, as applicable, at the address specified in the request in the following manner:

(i) in the case of a request received prior to the date of the meeting, within 3 business days after receiving the request, by first class mail, courier or the equivalent; and

(ii) in the case of a request received on or after the date of the meeting, and within one year of the date the information circular is filed on SEDAR, within 10 calendar days after receiving the request, by prepaid mail, courier or the equivalent;

(h) a Notice-and-Access Document is only accompanied by:

(i) a form of proxy;

(ii) if applicable, the financial statements of the Fund to be presented at the meeting; and

(iii) if the meeting is to approve a reorganization of the Fund with a mutual fund, as contemplated by paragraph 5.1(1)(f) of NI 81-102 Investment Funds, the fund facts document, ETF summary document or ETF facts document, as applicable, for the continuing mutual fund;

(i) a Notice-and-Access Document may only be combined in a single document with a form of proxy;

(j) if the Filer, directly or through the Filer's agent, receives a request for a copy of the information circular and if applicable, the financial statements of the Fund, using the toll-free telephone number referred to in the Notice-and-Access Document or by any other means, it must not do any of the following:

(i) ask for any information about the registered holder or beneficial owner, other than the name and address to which the information circular and, if applicable, the financial statements of the Fund are to be sent; and

(ii) disclose or use the name or address of the registered holder or beneficial owner for any purpose other than sending the information circular and, if applicable, the financial statements of the Fund;

(k) the Filer, directly or through the Filer's agent, must not collect information that can be used to identify a person or company who has accessed the website address to which it posts the proxy-related materials pursuant to condition (2)(e)(ii) of this decision.

(l) in addition to the proxy-related materials posted on a website in the manner referred to in condition (2)(e)(ii) of this decision, the Filer must also post on the website the following documents:

(i) any disclosure document regarding the meeting that the Filer, on behalf of the Fund, has sent to registered holders or beneficial owners of securities of the Fund; and

(ii) any written communications the Filer, on behalf of the Fund, has made available to the public regarding each matter or group of matters to be voted on at the meeting, whether or not they were sent to registered holders or beneficial owners of securities of the Fund;

(m) materials that are posted on a website pursuant to condition (2)(e)(ii) of this decision must be posted in a manner and be in a format that permit an individual with a reasonable level of computer skill and knowledge to do all of the following easily:

(i) access, read and search the documents on the website; and

(ii) download and print the documents;

(n) despite subsection 2.1(b) of NI 54-101, if the Fund relies upon this Decision, it must set a record date for notice that is no fewer than 40 days before the date of the meeting;

(o) in addition to section 2.20 of NI 54-101, the Fund may only abridge the time prescribed in subsection 2.1(b), 2.2(1) or 2.5(1) of NI 54-101 if the Fund fixes the record date for notice to be at least 40 days before the date of the meeting and sends the notification of meeting and record dates at least 3 business days before the record date for notice;

(p) the notification of meeting date and record date sent pursuant to subsection 2.2(1)(b) of NI 54-101 shall specify that the Fund is sending proxy-related materials to registered holders or beneficial owners, as applicable, of securities of the Fund using the Notice-and-Access Procedure pursuant to the terms of this Decision;

(q) the Filer, on behalf of the Fund, provides disclosure in the information circular to the effect that the Fund is sending proxy-related materials to registered holders or beneficial owners, as applicable, of securities of the Fund using the Notice-and-Access Procedure pursuant to the terms of this Decision; and

(r) the Filer pays for delivery of the information circular and, if applicable, the financial statements of the Fund, to registered holders or to beneficial owners, as applicable, of securities of the Fund if a copy of such material is requested following receipt of the Notice-and-Access Document.

The Exemption Sought terminates on the coming into force of any legislation or regulation allowing an investment fund to use a notice-and-access procedure.

"Raymond Chan"

Raymond Chan

Manager, Investment Funds and Structured Products

ONTARIO SECURITIES COMMISSION

Schedule "A"

Filers Registration Information

Name of Fund Manager (Filers)

Head Office Location

Jurisdictions in which Exemption Sought is required

Category of Registration

Jurisdiction of Registration

Brandes Investment Partners & Co.

Toronto, Ontario

All provinces and territories of Canada.

Mutual Fund Dealer

Exempt Market Dealer

Portfolio Manager

Investment Fund Manager

All provinces and territories of Canada (except Quebec)

All provinces and territories of Canada

Ontario, Quebec, and Newfoundland and Labrador

Capital International Asset Management (Canada), Inc.

Toronto, Ontario

All provinces and territories of Canada.

Exempt Market Dealer

Portfolio Manager

Investment Fund Manager

Alberta, British Columbia, Nova Scotia, Ontario and Quebec

Ontario

Ontario, Quebec and Newfoundland

Fidelity Investments Canada ULC

Toronto, Ontario

All provinces and territories of Canada.

Investment Fund Manager

Portfolio Manager

Mutual Fund Dealer

Commodity Trading Manager

Ontario, Quebec and Newfoundland and Labrador

All provinces and territories of Canada

Ontario

Franklin Templeton Investments Corp.

Toronto, Ontario

All provinces and territories of Canada.

Exempt Market Dealer

Investment Fund Manager

Mutual Fund Dealer

Portfolio Manager

Commodity Trading Manager

All provinces of Canada and Yukon

Alberta, British Columbia, Manitoba, Newfoundland and Labrador, Nova Scotia, Ontario, and Quebec

All provinces of Canada and Yukon

Ontario

Guardian Capital LP

Toronto, Ontario

All provinces and territories of Canada.

Exempt Market Dealer

Portfolio Manager

Investment Fund Manager

Commodity Trading Counsel

Commodity Trading Manager

All provinces of Canada

Newfoundland and Labrador, Quebec, and Ontario

Ontario

Invesco Canada Ltd.

Toronto, Ontario

All provinces and territories of Canada.

Mutual Fund Dealer

Exempt Market Dealer

Portfolio Manager

Investment Fund Manager

Commodity Trading Manager

Quebec, Prince Edward Island, Ontario, Nova Scotia, Alberta, British Columbia

All provinces of Canada

Ontario, Quebec and Newfoundland and Labrador

Ontario

Lysander Funds Limited

Richmond Hill, Ontario

All provinces and territories of Canada.

Investment Fund Manager

Exempt Market Dealer

Quebec, Ontario, and Newfoundland and Labrador

Ontario

NGAM Canada LP

Toronto, Ontario

All provinces and territories of Canada.

Investment Fund Manager

Mutual Fund Dealer

Portfolio Manager

Quebec, Ontario, and Newfoundland and Labrador

Ontario

Northwest & Ethical Investments L.P.

Toronto, Ontario

All provinces and territories of Canada.

Exempt Market Dealer

Investment Fund Manager

Portfolio Manager

British Columbia, Ontario, Quebec, and Saskatchewan

British Columbia, Ontario, Quebec, and Newfoundland and Labrador

Ontario

RBC Global Asset Management Inc.

Toronto, Ontario

All provinces and territories of Canada.

Exempt Market Dealer

Portfolio Manager

Investment Fund Manager

Commodity Trading Manager

All provinces and territories of Canada

British Columbia, Newfoundland and Labrador, Ontario, and Quebec

Ontario

Russell Investments Canada Limited

Toronto, Ontario

All provinces and territories of Canada.

Investment Fund Manager

Exempt Market Dealer

Portfolio Manager

Adviser

Mutual Fund Dealer

Commodity Trading Manager

All provinces and territories of Canada

Manitoba

Ontario

Sun Life Global Investments (Canada) Inc.

Toronto, Ontario

All provinces and territories of Canada.

Mutual Fund Dealer

Investment Fund Dealer

Commodity Trading Manager

Portfolio Manager

All provinces and territories of Canada

Newfoundland and Labrador, Ontario, and Quebec

Ontario

TD Asset Management Inc.

Toronto, Ontario

All provinces and territories of Canada.

Exempt Market Dealer

Portfolio Manager

Investment Fund Manager

Commodity Trading Manager

All provinces and territories of Canada

Newfoundland and Labrador, Ontario, and Quebec

Ontario

Vanguard Investments Canada Inc.

Toronto, Ontario

All provinces and territories of Canada.

Exempt Market Dealer

Investment Fund Manager

Commodity Trading Manager

Portfolio Manager

All provinces of Canada

Newfoundland and Labrador, Ontario, and Quebec

Ontario

Brandes Investment Partners & Co. (Re), 2016 CanLII 84805

Case Summary

Background

Interpretation

Representations

The Filers and the Funds

Meetings of Securityholders of the Funds

Notice-and-Access Procedure – Corporate Finance Issuers

Reasons supporting the Exemption Sought

Decision

Schedule "A"

Filers Registration Information