July 22, 2021
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 CIBC ASSET MANAGEMENT INC.
(THE FILER)
AND
IN THE MATTER OF
RENAISSANCE INVESTMENTS FAMILY OF FUNDS, AXIOM PORTFOLIOS AND RENAISSANCE PRIVATE POOLS AS SET OUT IN ANNEX A
(COLLECTIVELY, THE FUNDS AND INDIVIDUALLY, A FUND)
DECISION
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 of the principal regulator (the Legislation) that the time limits for the renewal of the simplified prospectus, annual information form and fund facts documents of the Funds (the Prospectus Documents) be extended to those time limits that would apply as if the lapse date was August 27, 2021 (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) 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, Yukon, Northwest Territories and Nunavut (together with Ontario, the Jurisdictions).
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:
The Filer
The Filer is a corporation incorporated under the laws of Canada and has its head office in Toronto, Ontario.
The Filer acts as the investment fund manager of the Funds and is registered as an investment fund manager in each of the provinces of Quebec, Ontario and Newfoundland and Labrador.
Neither the Filer nor the Funds are in default of securities legislation in any of the Jurisdictions.
The Funds
The Funds are open-ended mutual funds established as trusts under the laws of Ontario.
Securities of the Funds are currently qualified for distribution in each of the Jurisdictions under the current Prospectus Documents of the Funds dated July 27, 2020, as amended on August 6, 2020, November 5, 2020, and May 27, 2021.
The Funds are reporting issuers under the laws of each jurisdiction of Canada.
The lapse date for the current Prospectus Documents is July 27, 2021 (the Current Lapse Date). Accordingly, pursuant to section 62(1) of the Securities Act (Ontario) (R.S.O. 1990, c. S.5), the distribution of securities of the Funds would have to cease on the Current Lapse Date unless : i) a pro forma simplified prospectus is filed at least 30 days prior to the Current Lapse Date (i.e. by June 27, 2021); ii) a final simplified prospectus is filed no later than 10 days after the Current Lapse Date (i.e. August 6, 2021); and iii) a receipt for the final simplified prospectus is obtained within 20 days after the Current Lapse Date (i.e. by August 16, 2021).
The Fixed Administration Fee Proposal
The Filer is proposing to introduce a fixed administration fee for each class of the Funds (other than class O and Class OH, as applicable), replacing the current variable operating expenses being charged to the Funds (the Fixed Administration Fee Proposal).
Amendments dated May 27, 2021 to the simplified prospectus, annual information form and fund facts of the Funds have been filed on SEDAR, disclosing the Fixed Administration Fee Proposal.
Special meetings of unitholders of certain classes (the Voting Classes) of each Fund will be held on or about July 30, 2021 to consider the Fixed Administration Fee Proposal (a Special Meeting or collectively, the Special Meetings) with unitholders of the Voting Classes voting together as a Fund. If quorum for a Special Meeting is not present, then the Special Meeting will be adjourned and such adjourned Special Meeting will be held on August 3, 2021.
The introduction of the fixed administration fee, if approved, shall be effective on or about September 1, 2021. If the Fixed Administration Fee Proposal for a particular Fund does not receive the necessary unitholder approval, the Fund will continue to bear its own operating expenses.
Reasons for Exemption Sought
The Filer wishes to extend the lapse date of the current Prospectus Documents to provide it with sufficient time to adequately reflect the applicable fees that will be charged to each Fund based on the voting results of the Special Meetings and undertake the necessary internal and auditors review.
Given the Current Lapse Date, an extension of the Current Lapse Date to August 27, 2021 is minimal and is not disadvantageous to the Funds’ investors.
Because the Filer does not know whether it will obtain unitholder approval for all of the Funds at the Special Meetings, it has filed a proforma Prospectus Documents on July 8, 2021, which reflects the Fixed Administration Fee Proposal and the proposed fixed administration fee in respect of all the Funds, and proposes that, after the Special Meetings (or any adjourned Special Meeting), it will file the final Prospectus Documents.
Since the date of the current Prospectus Documents, no undisclosed material change has occurred in respect of the Funds. Accordingly, the current Prospectus Documents continue to provide up-to-date information regarding the Funds.
Given the disclosure obligations of the Funds, should a material change in the affairs of the Funds occur, the current Prospectus Documents will be amended as required under applicable legislation.
New investors in the Funds will receive delivery of the most recently filed fund facts documents of the applicable Funds and the current Prospectus Documents of the Funds will remain available to investors upon request.
The Filer submits the Exemption Sought will not affect the accuracy of the information contained in the current Prospectus Documents of the Funds, 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
Manager, Investment Funds and Structured Products Branch
Ontario Securities Commission
Application #2021/0395
Annex A
The Funds
R enaissance Investments family of funds
Renaissance Canadian All-Cap Equity Fund
Renaissance Canadian Balanced Fund
Renaissance Canadian Bond Fund
Renaissance Canadian Core Value Fund
Renaissance Canadian Dividend Fund
Renaissance Canadian Growth Fund
Renaissance Canadian Monthly Income Fund
Renaissance Canadian Small Cap Fund
Renaissance Canadian T-Bill Fund
Renaissance China Plus Fund
Renaissance Corporate Bond Fund
Renaissance Diversified Income Fund
Renaissance Emerging Markets Fund
Renaissance Flexible Yield Fund
Renaissance Floating Rate Income Fund
Renaissance Global Bond Fund
Renaissance Global Focus Currency Neutral Fund
Renaissance Global Focus Fund
Renaissance Global Growth Currency Neutral Fund
Renaissance Global Growth Fund
Renaissance Global Health Care Fund
Renaissance Global Infrastructure Currency Neutral Fund
Renaissance Global Infrastructure Fund
Renaissance Global Markets Fund
Renaissance Global Real Estate Currency Neutral Fund
Renaissance Global Real Estate Fund
Renaissance Global Science and Technology Fund
Renaissance Global Small-Cap Fund
Renaissance Global Value Fund
Renaissance High Yield Bond Fund
Renaissance International Dividend Fund
Renaissance International Equity Currency Neutral Fund
Renaissance International Equity Fund
Renaissance High Income Fund
Renaissance Money Market Fund
Renaissance Optimal Conservative Income Portfolio
Renaissance Optimal Global Equity Currency Neutral Portfolio
Renaissance Optimal Global Equity Portfolio
Renaissance Optimal Growth & Income Portfolio
Renaissance Optimal Income Portfolio
Renaissance Optimal Inflation Opportunities Portfolio
Renaissance Real Return Bond Fund
Renaissance Short Term Income Fund
Renaissance U.S. Dollar Corporate Bond Fund
Renaissance U.S. Dollar Diversified Income Fund
Renaissance U.S. Equity Fund
Renaissance U.S. Equity Growth Currency Neutral Fund
Renaissance U.S. Equity Growth Fund
Renaissance U.S. Equity Income Fund
Renaissance U.S. Equity Value Fund
Renaissance U.S. Money Market Fund
Axiom Portfolios
Axiom All Equity Portfolio
Axiom Balanced Growth Portfolio
Axiom Balanced Income Portfolio
Axiom Canadian Growth Portfolio
Axiom Diversified Monthly Income Portfolio
Axiom Foreign Growth Portfolio
Axiom Global Growth Portfolio
Axiom Long-Term Growth Portfolio
Renaissance Private Pools
Renaissance Canadian Equity Private Pool
Renaissance Canadian Fixed Income Private Pool
Renaissance U.S. Equity Private Pool
Renaissance U.S. Equity Currency Neutral Private Pool
Renaissance International Equity Private Pool
Renaissance Emerging Markets Equity Private Pool
Renaissance Global Bond Private Pool
Renaissance Ultra Short-Term Income Private Pool
Renaissance Equity Income Private Pool
Renaissance Multi-Sector Fixed Income Private Pool
Renaissance Multi-Asset Global Balanced Income Private Pool
Renaissance Multi-Asset Global Balanced Private Pool
Renaissance Global Equity Private Pool
Renaissance Real Assets Private Pool