1832 Asset Management L.P. (Re), 2025 CanLII 75606

July 31, 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)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer on behalf of the Dynamic Alternative Funds, the Scotia ETFs, the Tangerine Funds and the Dynamic ETFs (each as defined herein) (collectively, the Funds) for a decision under the securities legislation of the Jurisdiction (the Legislation) that extends the time limits for the renewal of each Fund’s simplified prospectus, long form prospectus, fund facts and/ or ETF facts, as applicable, to those time limits that would apply if the lapse dates were as follows:

1. December 6, 2025 for the Dynamic Alternative Funds Prospectus (as defined herein);

2. April 1, 2026 for the Scotia ETFs Prospectus (as defined herein); and

3. May 1, 2026 for each of the Tangerine Funds Prospectus, the Dynamic Innovation ETF Prospectus and the Dynamic ETFs Prospectus (each as defined herein)

(collectively, 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.

Dynamic Alternative Funds means Dynamic Alpha Performance II Fund, Dynamic Credit Absolute Return Fund, Dynamic Credit Opportunities Fund, Dynamic Global Growth Opportunities Fund, Dynamic Liquid

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Alternatives Private Pool, Dynamic Premium Yield PLUS Fund, Dynamic Real Estate & Infrastructure Income II Fund and Dynamic Short Term Credit PLUS Fund.

Dynamic ETFs means Dynamic Active Canadian Dividend ETF, Dynamic Active Crossover Bond ETF, Dynamic Active Global Dividend ETF, Dynamic Active Preferred Shares ETF, Dynamic Active U.S. Dividend ETF, Dynamic Active Tactical Bond ETF, Dynamic Active U.S. Mid-Cap ETF, Dynamic Active Global Financial Services ETF, Dynamic Active Ultra Short Term Bond ETF, Dynamic Active Global Infrastructure ETF, Dynamic Active International Dividend ETF, Dynamic Active International ETF, Dynamic Active Emerging Markets ETF, Dynamic Active Energy Evolution ETF, Dynamic Active Retirement Income ETF, Dynamic Active Enhanced Yield Covered Options ETF, Dynamic Active Discount Bond ETF, Dynamic Active Canadian Bond ETF, Dynamic Active Global Equity Income ETF, Dynamic Active U.S. Equity ETF, Dynamic Active U.S. Investment Grade Corporate Bond ETF, Dynamic Active Global Gold ETF, Dynamic Active Real Estate ETF, Dynamic Active Mining Opportunities ETF, Dynamic Active Corporate Bond ETF, Dynamic Active Bond ETF and Dynamic Active Innovation and Disruption ETF.

Tangerine Funds means Tangerine Balanced Income Portfolio, Tangerine Balanced Portfolio, Tangerine Balanced Growth Portfolio, Tangerine Dividend Portfolio, Tangerine Equity Growth Portfolio, Tangerine Balanced ETF Portfolio, Tangerine Balanced Growth ETF Portfolio, Tangerine Equity Growth ETF Portfolio, Tangerine Balanced Income ETF Portfolio, Tangerine Balanced Income SRI Portfolio, Tangerine Balanced SRI Portfolio, Tangerine Balanced Growth SRI Portfolio, Tangerine Equity Growth SRI Portfolio and Tangerine Money Market Fund.

Scotia ETFs means Scotia Canadian Bond Index Tracker ETF, Scotia Canadian Large Cap Equity Index Tracker ETF, Scotia Emerging Markets Equity Index Tracker ETF, Scotia International Equity Index Tracker ETF, Scotia U.S. Equity Index Tracker ETF, Scotia Responsible Investing Canadian Bond Index ETF, Scotia Responsible Investing Canadian Equity Index ETF, Scotia Responsible Investing International Equity Index ETF and Scotia Responsible Investing U.S. Equity Index ETF.

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; (iv) a commodity trading manager in Ontario; (v) a derivatives portfolio manager in Québec; and (vi) an adviser in Manitoba.

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

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

5. Each Fund is a mutual fund for the purposes of National Instrument 81-102 Investment Funds (NI 81-102) established as a trust under the laws of Ontario.

6. Each Fund is a reporting issuer as defined in the Legislation.

7. Securities of each Dynamic Alternative Fund are currently qualified for distribution in each of the

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Canadian Jurisdictions pursuant to a simplified prospectus dated October 18, 2024, as amended October 23, 2024 (the Dynamic Alternative Funds Prospectus).

8. Securities of each Scotia ETF are currently qualified for distribution in each of the Canadian Jurisdictions pursuant to a long form prospectus dated September 27, 2024 (the Scotia ETFs Prospectus).

9. Securities of each Tangerine Fund are currently qualified for distribution in each of the Canadian Jurisdictions pursuant to a simplified prospectus dated October 30, 2024 (the Tangerine Funds Prospectus).

10. Securities of Dynamic Active Innovation and Disruption ETF are currently qualified for distribution in each of the Canadian Jurisdictions pursuant to a long form prospectus dated January 10, 2025 (the Dynamic Innovation ETF Prospectus).

11. Securities of each Dynamic ETF, other than Dynamic Active Innovation and Disruption ETF, are currently qualified for distribution in each of the Canadian Jurisdictions pursuant to a long form prospectus dated February 7, 2025, as amended March 28, 2025 (the Dynamic ETFs Prospectus and, together with the Dynamic Alternative Funds Prospectus, the Scotia ETFs Prospectus, the Tangerine Funds Prospectus and the Dynamic Innovation ETF Prospectus, the Current Prospectuses).

12. Pursuant to subsection 62(1) of the Securities Act (Ontario) (the Act), the lapse dates of the Current Prospectuses are as follows:

(a) for the Dynamic Alternative Funds Prospectus, October 18, 2025;

(b) for the Scotia ETFs Prospectus, September 27, 2025;

(c) for the Tangerine Funds Prospectus, October 30, 2025;

(d) for the Dynamic Innovation ETF Prospectus, January 10, 2026; and

(e) for the Dynamic ETFs Prospectus, February 7, 2026 (collectively, the Current Lapse Dates).

13. Accordingly, pursuant to subsection 62(2) of the Act, the distribution of securities of each Fund would have to cease on the applicable Current Lapse Date unless each 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.

Reasons for the Exemption Sought

14. The Filer is the investment fund manager of 122 other mutual funds (the Dynamic Mutual Funds) that currently distribute their securities under a simplified prospectus, fund facts and ETF facts with a lapse date of December 6, 2025 (the Dynamic Mutual Funds Prospectus).

15. The Filer wishes to combine the Dynamic Alternative Funds Prospectus with the Dynamic Mutual Funds Prospectus to reduce renewal, printing and related costs.

16. Offering the Dynamic Alternative Funds and the Dynamic Mutual Funds under one prospectus would facilitate the distribution of the Dynamic Alternative Funds and the Dynamic Mutual Funds in the Canadian Jurisdictions and enable the Filer to streamline disclosure across the Filer’s fund platform.

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The Dynamic Alternative Funds and the Dynamic Mutual Funds share many common operational and administrative features and combining them under one prospectus (as opposed to two) will allow investors to compare their features more easily.

17. It would be impractical to alter and modify all the dedicated systems, procedures and resources required to prepare the Dynamic Mutual Funds Prospectus and unreasonable to incur the costs and expenses associated therewith, so that the Dynamic Mutual Funds Prospectus can be filed earlier with the Dynamic Alternative Funds Prospectus.

18. If the Exemption Sought is not granted, it will be necessary to file the Dynamic Alternative Funds Prospectus twice within a short period of time to consolidate the Dynamic Alternative Funds Prospectus with the Dynamic Mutual Funds Prospectus.

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

20. The fiscal year-end of each of the Scotia ETFs, the Tangerine Funds and the Dynamic ETFs is December 31. Pursuant to section 2.2 of National Instrument 81-106 Investment Fund Continuous Disclosure, annual financial statements and an auditor’s report are required to be filed on or before the 90th day after each Fund’s most recently completed financial year, which for each of the Scotia ETFs, the Tangerine Funds, and the Dynamic ETFs will be December 31, 2025 (the 2025 Fiscal Year-End).

21. It is expected that each of the Scotia ETFs, the Tangerine Funds, and the Dynamic ETFs will receive the written consent of its auditor at the same time that the financial statements and auditor’s report for the 2025 Fiscal Year-End are issued, which is expected to occur on or about March 30, 2026.

22. As audited financial statements will not be ready by the Current Lapse Date of each of the Scotia ETFs Prospectus, the Tangerine Funds Prospectus, the Dynamic Innovation ETF Prospectus, and the Dynamic ETFs Prospectus, upon renewal such prospectuses will need to incorporate by reference unaudited interim financial information. In accordance with section 4.3(1) of National Instrument 41-101 – General Prospectus Requirements (NI 41-101) for each long form prospectus, and section 3.1.2 of National Instrument 81-101 – Mutual Fund Prospectus Disclosure (NI 81-101) for each simplified prospectus, in order to incorporate by reference the unaudited interim financial statements into such prospectuses, those unaudited interim financial statements must be reviewed by the Funds’ auditor in accordance with the relevant standards set out in the Handbook of the Canadian Institute of Chartered Accountants for a review of financial statements.

23. Accordingly, if the Exemption Sought is not granted, the Funds’ auditor will be required to review each of the Scotia ETFs’, the Tangerine Funds’ and the Dynamic ETFs’ interim financial statements. In doing so, additional costs will be incurred by the Filer and these costs will recur for each prospectus renewal.

24. Rather than facing this audit challenge for each prospectus renewal, it would be more efficient and cost effective to extend the Current Lapse Date of the Scotia ETFs Prospectus to April 1, 2026 and the Current Lapse Dates of the Tangerine Funds Prospectus, the Dynamic Innovation ETF Prospectus and the Dynamic ETFs Prospectus to May 1, 2026. These extensions will provide the time necessary for the auditor to complete the audit of each of the Scotia ETFs’, the Tangerine Funds’ and the Dynamic ETFs’ annual financial statements for the 2025 Fiscal Year-End, and for the Filer to prepare and file the final simplified prospectus, long form prospectus, fund facts and/ or ETF facts, as applicable, along with the written consent of the auditor, as required by NI 41-101 or NI 81-101, as applicable.

25. The extension of the Current Lapse Date of the Scotia ETFs Prospectus to April 1, 2026 and the

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extension of the Current Lapse Dates of the Tangerine Funds Prospectus, the Dynamic Innovation ETF Prospectus and the Dynamic ETFs Prospectus to May 1, 2026 will allow the Filer to renew the simplified prospectus, long form prospectus, fund facts and/ or ETF facts, as applicable, on a timeline that allows the inclusion of certain year-over-year performance data and fund expense information based on the most current audited financial information.

26. There have been no material changes in the affairs of any Fund since the date of the applicable Current Prospectus that have not been reflected in the Current Prospectus by amendment. Accordingly, the Current Prospectuses, as amended, and related fund facts and/ or ETF facts represent the current information of the Funds.

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

28. New investors of a Fund will receive delivery of the most recently filed fund facts or ETF facts, as applicable, of the relevant Fund. The Current Prospectuses will still be available upon request.

29. The Exemption Sought will not affect the accuracy of the information contained in the Current Prospectuses 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

Associate Vice President, Investment Management

Ontario Securities Commission

Application #2025/0416 SEDAR+ Project #6308157