1832 Asset Management L.P. (Re), 2024 CanLII 123667

December 11, 2024

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)

AND

1832 AM Canadian Dividend LP 1832 AM Canadian Growth LP 1832 AM Global Completion ETF LP 1832 AM Global Low Volatility Equity LP 1832 AM International Equity LP 1832 AM Tactical Asset Allocation ETF LP 1832 AM Total Return Bond LP 1832 AM U.S. Dividend Growers LP 1832 AM U.S. Low Volatility Equity LP (the January Funds)

AND

Scotia Wealth Credit Absolute Return Pool (the March Fund)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer on behalf of the January Funds and the March Fund (collectively, the Winter Funds) for a decision under the securities legislation of the Jurisdiction (the Legislation) that the time limits for the renewal of the simplified prospectus and fund facts of the January Funds dated January 19, 2024 (the January Prospectus) and the simplified prospectus and fund facts of the March Fund dated March 28, 2024 (the March Prospectus and, together with the January Prospectus, the Winter Prospectuses) be extended to those time limits that would apply if the lapse date of each Winter Prospectus was May 31, 2025 (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 subsection 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 the Jurisdiction, the Canadian 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 and the Funds

1. The Filer is an Ontario limited partnership, which is wholly-owned 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 by BNS with its head office located in Toronto, Ontario.

2. 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, Québec, Newfoundland and Labrador and the Northwest Territories; and (iv) a commodity trading manager in Ontario.

3. The Filer is the investment fund manager of the Winter Funds.

4. Neither the Filer nor any Winter Fund is in default of securities legislation in any of the Canadian Jurisdictions.

5. Each Winter Fund is a mutual fund for the purposes of National Instrument 81-102 Investment Funds established as either a trust under or a limited partnership under the laws of the Jurisdiction.

6. Each Winter Fund is a reporting issuer as defined in the securities legislation of one or more of the Canadian Jurisdictions.

7. Securities of each Winter Fund are currently distributed in one or more of the Canadian Jurisdictions pursuant to the applicable Winter Prospectus.

8. Pursuant to subsection 62(1) of the Securities Act (Ontario) (the Act), the lapse date of the January Prospectus is January 19, 2025 (the January Lapse Date) and the lapse date of the March Prospectus is March 28, 2025 (the March Lapse Date and, together with the January Lapse Date, the Current Lapse Dates). Accordingly, pursuant to subsection 62(2) of the Act, the distribution of securities of each Winter Fund would have to cease on the applicable Current Lapse Date unless each Winter Fund: (i) files a pro forma prospectus at least 30 days prior to the applicable Current Lapse Date; (ii) files a final prospectus no later than 10 days after the applicable Current Lapse Date; and (iii) obtains a receipt for the final prospectus within 20 days of the applicable Current Lapse Date.

9. The Filer is the investment fund manager of 115 other mutual funds (the May Funds) that currently distribute their securities under a simplified prospectus and fund facts with a lapse date of May 31, 2025 (the May Prospectus).

Reasons for the Lapse Date Extension

10. The Filer wishes to combine each Winter Prospectus with the May Prospectus to reduce renewal, printing and related costs.

11. Offering the Winter Funds and the May Funds (collectively, the Funds) under one prospectus would facilitate the distribution of the Funds in the Canadian Jurisdictions and enable the Filer to streamline disclosure across the Filer’s fund platform. The Funds share many common operational and administrative features and combining them under one prospectus (as opposed to three) will allow investors to compare their features more easily.

12. It would be impractical to alter and modify all the dedicated systems, procedures and resources required to prepare the May Prospectus and unreasonable to incur the costs and expenses associated therewith, so that the May Prospectus and the March Prospectus can be filed earlier with the January Prospectus.

13. If the Exemption Sought is not granted, it will be necessary to file each Winter Prospectus twice within a short period of time to consolidate each Winter Prospectus with the May Prospectus.

14. The Filer may make minor changes to the features of the May Funds as part of its renewal. The ability to file each Winter Prospectus with the May Prospectus will ensure that the Filer can make the operational and administrative features of the respective Funds consistent with each other, if necessary.

15. There have been no material changes in the affairs of the Winter Funds since the date of the applicable Winter Prospectus. Accordingly, the current prospectus and fund facts represent the current information of the Winter Funds.

16. Given the disclosure obligations of the Winter Funds, should a material change in the affairs of a Winter Fund occur, the applicable Winter Prospectus will be amended as required under the Legislation.

17. New investors of the Winter Funds will receive delivery of the most recently filed fund facts of the applicable Winter Fund. Each Winter Prospectus will still be available upon request.

18. The Exemption Sought will not affect the accuracy of the information contained in each Winter 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 Management Division

Ontario Securities Commission

Application #2024/0692

SEDAR+ Project #6216159