Beutel, Goodman & Company Ltd. (Re), 2026 CanLII 50886

May 28, 2026

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

BEUTEL, GOODMAN & COMPANY LTD.

(the Filer)

and

BEUTEL GOODMAN SUSTAINABLE BOND FUND

(the Fund)

Decision

Background

The principal regulator in the Jurisdiction has received an application from the Filer on behalf of the Fund for a decision under the securities legislation of the Jurisdiction to grant the Fund relief from:

(a) subsection 15.3(2), paragraph 15.3(4)(c), subparagraph 15.6(1)(a)(i), and paragraphs 15.6(1)(d), 15.8(2)(a.1) and 15.8(3)(a.1) of National Instrument 81-102 Investment Funds (NI 81-102) to permit the Fund to include its past performance data in sales communications notwithstanding that:

(i) the past performance data will relate to a period prior to the Fund offering its securities under a simplified prospectus; and

(ii) the Fund has not distributed its securities under a simplified prospectus for 12 consecutive months,

(collectively, the past performance data);

(b) paragraph 15.1.1(a) of NI 81-102 and Items 2 and 4 of Appendix F Investment Risk Classification Methodology to NI 81-102 (the Risk Classification Methodology) to permit the Fund to include its past performance data in determining its investment risk level in accordance with the Risk Classification Methodology;

(c) paragraph 15.1.1(b) of NI 81-102, and Item 4(2)(a) and Instruction (1) of Item 4 of Form 81-101F3 Contents of Fund Facts Document (Form 81-101F3) to permit the Fund to disclose its investment risk level as determined by including its past performance data in accordance with the Risk Classification Methodology;

(d) Item 10(b) of Part B of Form 81-101F1 Contents of Simplified Prospectus (Form 81-101F1), to permit the Fund to use its past performance data to calculate its investment risk rating in its simplified prospectus;

(e) section 2.1 of National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101) for the purposes of the relief requested from Form 81-101F1 and Form 81-101F3;

(f) Items 5(2), 5(3) and 5(4) and Instruction (1) of Part I of Form 81-101F3 in respect of the requirement to comply with subsection 15.3(2), paragraph 15.3(4)(c), subparagraph 15.6(1)(a)(i), and paragraphs 15.6(1)(d), 15.8(2)(a.1) and 15.8(3)(a.1) of NI 81-102 to permit the Fund to include in the fund facts for its Class I units the past performance data of the Fund notwithstanding that such performance data relates to a period prior to the Fund offering its Class I units under a simplified prospectus and that the Fund has not distributed its Class I units under a simplified prospectus for 12 consecutive months;

(g) section 4.4 of National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106) for the purposes of relief requested herein from Form 81-106F1 Contents of Annual and Interim Management Report of Fund Performance (Form 81-106F1); and

(h) Items 3.1(7) and 4.1(1) of Part B of Form 81-106F1 in respect of the requirement to comply with subsection 15.3(2) and paragraph 15.3(4)(c) of NI 81-102, items 4.1(2), 4.2(1), 4.3(1) and 4.3(2) of Part B of Form 81-106F1, and Items 3(1) and 4 of Part C of Form 81-106F1 to permit the Fund to include in its annual and interim management reports of fund performance (MRFP) the past performance data and financial highlights of the Class I units of the Fund notwithstanding that such performance data and financial highlights relate to a period prior to the Fund offering its Class I units under a simplified prospectus,

(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 the 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 all of the provinces and territories of Canada and the Jurisdiction (together with the Jurisdiction, the Canadian Jurisdictions).

Interpretation

Terms defined in MI 11-102, National Instrument 14-101 Definitions, NI 81-101, NI 81-102 and NI 81-106 have the same meaning when used herein unless otherwise defined herein.

Representations

This decision is based on the following facts represented by the Filer:

The Filer

1. The Filer is a corporation formed and organized under the federal laws of Canada. The head office of the Filer is located in Toronto, Ontario.

2. The Filer is registered as:

(a) an investment fund manager in Ontario, Québec, and Newfoundland and Labrador;

(b) a portfolio manager in all the Canadian Jurisdictions;

(c) a commodity trading manager in Ontario;

(d) a derivatives portfolio manager in Québec; and

(e) a mutual fund dealer in Ontario.

3. The Filer is not a reporting issuer in any Canadian Jurisdiction and is not in default of securities legislation of any Canadian Jurisdiction.

4. The Filer is also the investment fund manager and portfolio manager of the Fund.

The Fund

5. The Fund is an open-ended mutual fund trust governed by the laws of the province of Ontario.

6. The Fund is not in default of securities legislation in any of the Canadian Jurisdictions.

7. The Filer established the Fund on June 8, 2022 (the Effective Date). Since the Effective Date, the units of the Fund have been distributed to qualified investors on a private placement basis by means of the prospectus exemptions in National Instrument 45-106 Prospectus Exemptions and equivalent prospectus exemptions under the Securities Act (Ontario).

8. The Fund currently consists of Class I units, which were first offered for sale on the Effective Date.

9. Class I units of the Fund will continue to be offered on a private placement basis and will commence to be offered under a simplified prospectus.

10. The Filer now wishes to offer the Fund to interested retail investors by means of a simplified prospectus and fund facts (the Disclosure Documents). Upon the issuance of a final receipt for the Disclosure Documents of the Fund, the Fund will become a reporting issuer in each of the Canadian Jurisdictions. Subject to any exemptions therefrom that have been, or may be, granted by the applicable securities regulatory authorities, the Fund will become subject to the requirements of NI 81-102 that relate to a mutual fund that is not an alternative mutual fund and the requirements of NI 81-106 that apply to investment funds that are reporting issuers.

11. The investment objective of the Fund is to maximize portfolio returns by investing in a diversified portfolio comprised primarily of Canadian dollar denominated debt instruments using a responsible investment approach.

12. The Fund will be managed on the same basis after it becomes a reporting issuer as it was during the period commencing as of the Effective Date through to before it became a reporting issuer. The investment objective, fees and day-to-day administration will not change when the Fund becomes a reporting issuer. In preparation for becoming a reporting issuer, the express reference to reducing the carbon footprint of the Fund’s portfolio was removed from its investment objective. This wording change did not result in any material change to the investment portfolio, fundamental investment objective or risk profile of the Fund, and the Fund’s investment approach has not changed. The wording change was made to clarify that the Fund does not have a measurable goal to reduce its carbon footprint.

13. The Fund has complied with the investment restrictions and practices contained in NI 81-102 since the Effective Date.

14. The Filer proposes to present the Fund’s past performance data for the time period commencing as of the Effective Date as the performance data of the Class I units of the Fund in the sales communications. Without the Exemption Sought, the sales communications pertaining to the Fund cannot include past performance data of the Fund that relates to a period prior to the Fund becoming a reporting issuer, and the Fund cannot provide past performance data in its sales communications until it has distributed securities under a simplified prospectus for at least 12 consecutive months.

15. The Filer proposes to use the Fund’s past performance data for the time period commencing as of the Effective Date to determine the investment risk level of the Fund, and to disclose that investment risk level in its Disclosure Documents. Without the Exemption Sought, the Filer, in determining and disclosing the Fund’s investment risk level in its Disclosure Documents, cannot use the past performance data of the Fund that relates to a period prior to the Fund becoming a reporting issuer.

16. The Filer proposes to include in the fund facts for its Class I units the past performance data for the time period commencing as of the Effective Date in the charts required by items 5(2), 5(3) and 5(4) of Form 81-101F3 under the sub-headings “Year-by-year returns”, “Best and worst 3-month returns” and “Average return”, respectively, related to the periods prior to the Fund becoming a reporting issuer in each of the Canadian Jurisdictions. Without the Exemption Sought, the fund facts of the Class I units of the Fund cannot include past performance data of the Fund that relates to a period prior to the Fund becoming a reporting issuer.

17. As a reporting issuer, the Fund is required under NI 81-106 to prepare and send MRFPs to all holders of its units on an annual and interim basis. Without the Exemption Sought, the MRFPs of the Fund cannot include financial highlights and the past performance data of the Fund that relates to a period prior to the Fund becoming a reporting issuer.

18. The past performance data and other financial data of the Fund for the time period commencing as of the Effective Date and before the Fund became a reporting issuer is significant and meaningful information for existing and prospective investors of units of the Fund.

19. Any sales communications containing the past performance of the Class I units of the Fund will comply with the requirements of section 15.14 of NI 81-102.

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 provided that:

(a) any sales communication, fund facts documents and MRFP that contains performance data of the units of the Fund relating to a period of time prior to when the Fund was a reporting issuer discloses that:

(i) the Fund was not a reporting issuer during such period;

(ii) the expenses of the Fund would have been higher during such period had the Fund been subject to the additional regulatory requirements applicable to a reporting issuer;

(iii) the Filer obtained exemptive relief on behalf of the Fund to permit the disclosure of performance data of the units of the Fund relating to a period prior to when the Fund was a reporting issuer; and

(iv) with respect to any MRFP, the financial statements of the Fund for such period are posted on the Filer’s website and are available to investors upon request; and

(b) the Filer posts the financial statements of the Fund since the Effective Date on the Filer’s designated website and delivers those financial statements to investors upon request.

“Darren McKall”

Darren McKall

Associate Vice President

Investment Management Division

Ontario Securities Commission

Application File #: 2026-227

SEDAR+ #: 06437326