July 14, 2025
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
IN THE MATTER OF
DYNAMIC RETIREMENT INCOME FUND (the Continuing Fund)
DECISION
Background
The principal regulator in the Jurisdiction has received an application from the Filer, on behalf of the Continuing Fund, a mutual fund that offers Mutual Fund Securities (as defined below) and intends to offer ETF Securities (as defined below), for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) that grants exemptive relief to the Filer and the Continuing Fund as set forth below (collectively, the Exemption Sought):
(a) an exemption from section 2.1 of National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101) to modify Item 8(2) of Part B of Form 81-101F1 Contents of Simplified Prospectus (Form 81-101F1) to permit the exchange-traded series (ETF Series) of the Continuing Fund to disclose the start date of Terminating ETF (as defined below) as its series start date in the simplified prospectus of the Continuing Fund;
(b) an exemption from sections 3.1(2) and 3B.2 of National Instrument 41-101 General Prospectus Requirements (NI 41-101) for the purposes of the following exemptions sought from Form 41-101F2 Information Required in an Investment Fund Prospectus (Form 41-101F2) and Form 41-101F4 Information Required in an ETF Facts Document (Form 41-101F4):
(i) Item 2 of Part I of Form 41-101F4 to permit the ETF Series of the Continuing Fund to disclose the start date, management expense ratio (MER), average daily volume, number of days traded, market price, net asset value and average bid-ask spread of the Terminating ETF as its information in the ETF Facts (as defined below);
(ii) Item 5 of Part I of Form 41-101F4 to permit the ETF Series of the Continuing Fund to use the past performance data of the Terminating ETF in the "Average return", "Year-by-year returns" and "Best and worst 3-month returns" sections in the ETF Facts; and
(iii) Item 1.3 of Part II of Form 41-101F4 to permit the ETF Series of the Continuing Fund to use the MER, the trading expense ratio and the expenses of the Terminating ETF in the "ETF expenses" section of the ETF Facts;
(c) an exemption from sections 15.3(2), 15.6(1)(a)(i)(A), 15.6(1)(b), 15.6(1)(d)(i), 15.8(2)(a), 15.8(2)(a.1), 15.8(3)(a) and 15.8(3)(a.1) of National Instrument 81-102 Investment Funds (NI 81-102) to permit the ETF Series of the Continuing Fund to use the performance data of the Terminating ETF in sales communications and reports to securityholders (collectively, Fund Communications) of the Continuing Fund (together with paragraphs (a) and (b) above, the Past Performance Relief);
(d) an exemption from sections 2.1 and 2.3 of National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106) to permit the Continuing Fund, for its first financial year following the Merger Date (as defined below), to file comparative annual and interim financial statements that include, in respect of the ETF Series of the Continuing Fund, information derived from the financial statements of the Terminating ETF;
(e) an exemption from section 4.4 of NI 81-106 for relief from the requirements of Form 81-106F1 Contents of Annual and Interim Management Report of Fund Performance (Form 81-106F1) set out below, to permit the Continuing Fund to include in its annual and interim management reports of fund performance (MRFPs), in respect of the ETF Series of the Continuing Fund, the performance data and information derived from the financial statements and other financial information (collectively, the Financial Data) of the Terminating ETF, as follows:
(i) Items 3.1(1), 3.1(7), 3.1(7.1) and 3.1(8) of Part B of Form 81-106F1 to permit the ETF Series of the Continuing Fund to use the financial highlights of the Terminating ETF in its Form 81-106F1;
(ii) Items 4.1(1), 4.1(2), 4.2(1), 4.2(2), 4.3(1)(a) and 4.3(1)(b) of Part B of Form 81-106F1 to permit the ETF Series of the Continuing Fund to use the past performance data of the Terminating ETF in its Form 81-106F1; and
(iii) Items 3(1) and 4 of Part C of Form 81-106F1 to permit the ETF Series of the Continuing Fund to use the financial highlights and past performance data of the Terminating ETF in its Form 81-106F1 (together with paragraph (d) above, the Continuous Disclosure Relief);
(f) an exemption from Section 15.1.1(a) of NI 81-102 and Items 2 and 4 of Appendix F Investment Risk Classification Methodology to NI 81-102 (Appendix F) to permit the ETF Series of the Continuing Fund to include the past performance data of the Terminating ETF in determining its investment risk level in accordance with Item 3 of Appendix F;
(g) an exemption from Section 15.1.1(b) of NI 81-102 and Item 4(2)(a) and the Instructions of Item 4 of Part I of Form 41-101F4 to permit the ETF Series of the Continuing Fund to disclose its investment risk level as determined by including the past performance data of the Terminating ETF in accordance with Item 3 of Appendix F, as amended by the requested exemptive relief; and
(h) an exemption from Item 10(b) of Part B of Form 81-101F1 to permit the ETF Series of the Continuing Fund to use the Terminating ETF's past performance data to calculate the ETF Series' investment risk rating when complying with Item 4 of Appendix F.
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 all of the provinces and territories of Canada other than Ontario (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.
Continuing Fund means