Arrow Capital Management Inc. (Re), 2025 CanLII 118606

November 18, 2025

(the Jurisdiction)

and

(the Filer)

and

(the Fund)

Background

The principal regulator in the Jurisdiction has received an application from the Filer for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) set out in subsection 62(5) of the Securities Act (Ontario) (the Act) and subsection 2.5(6) of National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101) that the time limit for the renewal of the simplified prospectus of the Fund dated January 1, 2025 (the Prospectus) be extended to a time limit that would apply if the lapse date of the Prospectus was June 16, 2027 (the Lapse Date 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 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 Jurisdictions).

Interpretation

Terms defined in National Instrument 81-102 Investment Funds, 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 is a corporation existing under the laws of Ontario having its registered head office in Toronto, Ontario.
The Filer is the investment fund manager and portfolio manager of the Fund.
The Filer is registered in the following categories in the Jurisdictions as indicated below:

a) Ontario: Portfolio Manager, Investment Fund Manager (IFM); Exempt Market Dealer (EMD) and Commodity Trading Manager under the Commodity Futures Act (Ontario);

b) Alberta: EMD;

c) British Columbia: EMD;

d) Quebec: EMD and IFM; and

e) Newfoundland and Labrador: IFM.

The Fund is an alternative mutual fund established under the laws of the Province of Ontario that became a reporting issuer in each of the Jurisdictions on January 1, 2025.
The Filer and the Fund are not in default of applicable securities legislation in any of the Jurisdictions.
The Fund currently distributes Series AD, FD, I and ETF Units in the Jurisdictions under the Prospectus and fund facts document (the Fund Facts) prepared in accordance with NI 81-101 and ETF facts document (the ETF Facts) prepared in accordance with National Instrument 41-101 General Prospectus Requirements (NI 41-101), each dated January 1, 2025. Series ETF Units of the Fund trade on the Toronto Stock Exchange.
On March 3, 2025, amendments to NI 81-101 and to NI 41-101 came into force which extended the lapse date for the prospectus of a mutual fund in continuous distribution from 12 months to 24 months after the date of the previous prospectus relating to the security (the March 3rd Amendment). The transition provisions of the March 3rd Amendment provide that where a fund's prospectus was filed and receipted before March 3, 2025, the lapse date prescribed by the Legislation that was in force on March 2, 2025, applies. As the Fund's Prospectus was receipted shortly before the coming into force of the March 3rd Amendment, the current lapse date of the Prospectus is 12 months from the date of the Prospectus, being January 1, 2026 (the Lapse Date). Accordingly, absent the Lapse Date Relief, the distribution of securities of the Fund would have to cease on the Lapse Date unless: (i) the Fund files a pro forma prospectus at least 30 days prior to the Lapse Date; (ii) the final prospectus is filed no later than 10 days after the Lapse Date; and (iii) a receipt for the final prospectus is obtained within 20 days of the Lapse Date. After its next prospectus renewal in 2026, the Fund would going forward be able to avail itself of the 24-month prospectus renewal timeline prescribed by the Legislation in force further to the March 3rd Amendment.
The Filer is also the investment fund manager of certain other mutual funds (the Arrow Funds, and together with the Fund, the Funds) that currently distribute their securities to the public under a simplified prospectus dated June 16, 2025 (the Arrow Funds Prospectus) that has a lapse date of June 16, 2027, in accordance with the Legislation in force further to the March 3rd Amendment.
The Filer wishes to combine the Prospectus with the Arrow Funds Prospectus given that the Funds share many common operational and administrative features, to allow investors to compare the features of the Funds more easily and in order to reduce renewal, printing and related costs of the Funds. For this purpose, the Filer requests that the Lapse Date of the Fund's Prospectus be extended to June 16, 2027 (the New Lapse Date), to coincide with the renewal of the Arrow Funds Prospectus.
Offering securities of the Funds under a single prospectus document rather than two would enable the Filer to streamline disclosure across its fund platform and allow investors to more easily compare the features of the Funds.
It would be impractical to alter and modify the dedicated systems, procedures and resources required to prepare the renewal of the Arrow Funds Prospectus, and unreasonable to incur the costs and expenses associated therewith, so that it can be filed earlier than its lapse date.
The Filer may make minor changes to the features of the Arrow Funds as part of the process of renewing the Arrow Funds Prospectus. The ability to consolidate the Prospectus with the Arrow Funds Prospectus will ensure that the Filer can make the operational and administrative features of the Funds consistent with one another, if necessary.
If the Lapse Date Relief is not granted, it will be necessary to renew the Prospectus in January 2026, and then renew it again in June 2027, ahead of its then scheduled January 2028 lapse date, in order to consolidate the Prospectus with the Arrow Funds Prospectus and establish a uniform filing timeline for the Funds. It would be unreasonable for the Filer to incur the costs and expenses associated therewith, given that investors would not be prejudiced by the Lapse Date Relief, as discussed below.
If the Lapse Date Relief is granted, the Filer will file a renewal Fund Facts or ETF Facts, as applicable, for each series of securities of the Fund no earlier than 13 months and no later than 11 months before the New Lapse Date, in accordance with the prospectus renewal requirements prescribed by the Legislation in force further to the March 3rd Amendment. As such, the Fund will provide updated key information about the Fund to investors in 2026 including current fund value, top investment holdings, fund expenses, any initial performance data and other information as prescribed by Form 81-101F3 -- Contents of Fund Facts Document and Form 41-101F4 -- Information Required in an ETF Facts Document.
There have been no material changes in the affairs of the Fund since the date of the Prospectus. Accordingly, the Prospectus and current Fund Facts and ETF Facts of the Fund represent current information regarding the Fund.
Given the disclosure obligations of the Fund, should a material change in the affairs of the Fund occur, the Prospectus and current Fund Facts and ETF Facts of the Fund will be amended as required under the Legislation.
New investors in the Fund will receive the most recently filed Fund Facts or ETF Facts of the Fund. The Prospectus of the Fund will still be available upon request.
The Lapse Date Relief will not affect the accuracy of the information contained in the Prospectus or the Fund Facts or ETF Facts of the Fund and will therefore 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 Lapse Date Relief is granted provided that the Fund complies with the investment fund prospectus renewal requirements prescribed by the Legislation in force further to the March 3rd Amendment.

"Darren McKall"

Darren McKall

AVP, Investment Management Division

Ontario Securities Commission

Application No.: 2025/0660

SEDAR+ No.: 6355392