September 25, 2018
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 AGF INVESTMENTS INC. (the Filer)
AND
AGFiQ Enhanced Core Canadian Equity ETF
AGFiQ Enhanced Core US Equity ETF
AGFiQ Enhanced Core International Equity ETF
AGFiQ Enhanced Core Emerging Markets Equity ETF
AGFiQ Global Equity Rotation ETF
AGFiQ MultiAsset Allocation ETF
AGFiQ MultiAsset Income Allocation ETF
(collectively, the Funds)
Decision
I. Background
The principal regulator in the Jurisdiction has received an application from the Filer on behalf of the Funds for a decision under the securities legislation of the Jurisdiction (the Legislation) that the time limits for the renewal of the prospectus of the Funds dated November 2, 2017 be extended to those time limits that would apply if the lapse date was January 31, 2019 (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 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).
II. Interpretation
Terms defined in National Instrument 14-101 Definitions have the same meaning if used in this decision, unless otherwise defined.
III. representations
This decision is based on the following facts represented by the Filer:
The Filer is a corporation existing under the laws of the Province of Ontario.
The Filer’s head office is located in Toronto, Ontario.
The Filer is registered in the categories of (a) exempt market dealer in the Provinces of Alberta, British Columbia, Manitoba, Ontario, Quebec and Saskatchewan, (b) portfolio manager in each of the Provinces and Territories of Canada, (c) investment fund manager in the Provinces of Alberta, British Columbia, Newfoundland and Labrador, Ontario and Quebec, (d) a mutual fund dealer in the Provinces of British Columbia, Ontario and Quebec and (e) a commodity trading manager in the Province of Ontario.
The Filer is the trustee and manager of the Funds and the Other Funds (as defined below).
Each of the Funds and Other Funds is a reporting issuer in the Jurisdictions.
None of the Filer, Funds or Other Funds are in default of securities legislation in any of the Jurisdictions.
Each Fund currently distributes its securities in the Jurisdictions pursuant to a long-form prospectus dated November 2, 2017 (the Current Prospectus). Each Other Fund currently distributes its securities in the Jurisdictions pursuant to a long-form prospectus dated January 31, 2018.
The lapse date of the Current Prospectus under the Legislation is November 2, 2018 (the Current Lapse Date). Accordingly, under the Legislation, the distribution of securities of the Funds would have to cease on the Current Lapse Date unless: (i) the Funds file a pro forma long-form prospectus at least 30 days prior to the Current Lapse Date; (ii) the final prospectus of the Funds is filed no later than 10 days after the Current Lapse Date; and (iii) a receipt for the final prospectus of the Funds is obtained within 20 days after the Current Lapse Date.
The lapse date of the current prospectus of the AGFiQ Enhanced Global Infrastructure ETF, AGFiQ Enhanced Global ESG Factors ETF and AGFiQ Enhanced Core Global Multi-Sector Bond ETF (collectively, the Other Funds) under the Legislation is January 31, 2019.
The Filer wishes to combine the Current Prospectus of the Funds with the current prospectus of the Other Funds in order to reduce renewal, printing and related costs of the Funds and the Other Funds. Offering the Funds and the Other Funds under one prospectus would facilitate the distribution of the Funds in the Jurisdictions under the same prospectus and enable the Filer to streamline disclosure across the Filer’s fund platform. As the Funds and the Other Funds are managed by the Filer, offering them under the same prospectus would allow investors to more easily compare the features of the Funds and the Other Funds.
It would be unreasonable to incur the costs and expenses associated with preparing two separate renewal prospectuses given how close in proximity the lapse date of the Current Prospectus and the lapse date of the current prospectus of the Other Funds are to one another.
There have been no material changes in the affairs of the Funds since the date of the Current Prospectus. Accordingly, the Current Prospectus and current ETF Facts of the Funds represent the current information of the Funds.
Given the disclosure obligation of the Funds, should any material changes occur, the Current Prospectus and ETF Facts of the Funds will be amended as required under the Legislation.
New investors of the Funds will receive delivery of the most recently filed ETF Facts of the applicable Fund(s). The Current Prospectus will still be available upon request.
The Requested Relief will not affect the accuracy of the information contained in the Current Prospectus and therefore will not be prejudicial to the public interest.
IV. 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.
“Darren McKall”
Darren McKall
Manager, Investment Funds and Structured Products
Ontario Securities Commission
App# 2018/0486