1832 Asset Management L.P. and Dynamic Retirement Income Fund

Decision

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Relief granted from certain provisions of NI 81-101, NI 41-101, NI 81-102 and NI 81-106 to permit new ETF Series of Continuing Funds to use the past performance, financial data, start date, fund expenses and other data of corresponding Terminating ETFs in their sales communications, ETF Facts, management reports of fund performance and financial statements, and use the past performance of the Terminating ETFs to determine and disclose their investment risk rating in the simplified prospectus and ETF Facts -- Terminating ETFs are being merged into new ETF series of corresponding Continuing Funds -- Investment objectives of each Terminating ETF are substantially similar to those of its corresponding Continuing Fund -- ETF Series of corresponding Continuing Funds being created for the purpose of the mergers -- Each Continuing Fund is and will be managed in a manner that is substantially similar in all material respects to the manner in which the corresponding Terminating ETF has been managed -- Relief will enable investors to have more complete and accurate information about whether to invest or to continue to hold investments in the ETF Series of the Continuing Funds.

Applicable Legislative Provisions

National Instrument 41-101 General Prospectus Requirements, ss. 3.1(2), 3B.2 and 19.1(1).

Form 41-101F4 Information Required in an ETF Facts Document, Items 2, 4 and 5 of Part I, and Item 1.3 of Part II.

National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 2.1 and 6.1(1).

Form 81-101F1 Contents of Simplified Prospectus, Items 8(2) and 10(b) of Part B.

National Instrument 81-102 Investment Funds, ss. 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), 15.8(3)(a.1), 15.1.1 and 19.1(1).

National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 2.1, 2.3, 4.4 and 17.1(1).

Form 81-106F1 Contents of Annual and Interim Management Report of Fund Performance, Items 3.1(1), 3.1(7), 3.1(7.1), 3.1(8), 4.1(1), 4.1(2), 4.2(1), 4.2(2), 4.3(1)(a) and 4.3(1)(b) of Part B and Items 3(1) and 4 of Part C.

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 Dynamic Retirement Income Fund.

ETF Facts means a prescribed summary disclosure document required pursuant to NI 41-101, in the form prescribed by Form 41-101F4, in respect of one or more classes or series of ETF Securities being distributed under a prospectus.

ETF Securities means securities of an exchange-traded class or series of a Fund that are listed or will be listed on the TSX or another Marketplace, including the ETF Series, and that will be distributed pursuant to a simplified prospectus prepared in accordance with NI 81-101 and Form 81-101F1.

Form 81-101F3 means Form 81-101F3 Contents of Fund Facts Document.

Fund Facts means a prescribed summary disclosure document required pursuant to NI 81-101 in the form prescribed by Form NI 81-101F3, in respect of one or more series of Mutual Fund Securities being distributed under a simplified prospectus.

Funds means the Continuing Fund and the Terminating ETF.

Marketplace means a "marketplace" as defined in National Instrument 21-101 Marketplace Operation that is located in Canada.

Mutual Fund Securities means securities of a non-exchange-traded class or series of a Fund that are or will be distributed pursuant to a simplified prospectus prepared in accordance with NI 81-101 and Form 81-101F1.

Securityholders means beneficial or registered holders of ETF Securities or Mutual Fund Securities, as applicable.

Terminating ETF means Dynamic Active Retirement Income ETF.

TSX means the Toronto Stock Exchange.

Representations

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

The Filer

1. The Filer is a limited partnership formed and organized under the laws of the province of Ontario. The general partner of the Filer is 1832 Asset Management G.P. Inc., an Ontario corporation wholly owned by the Bank of Nova Scotia, 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, Quebec, Newfoundland and Labrador and the Northwest Territories; (iv) a commodity trading manager in Ontario; (v) an adviser in Manitoba; and (vi) a derivatives portfolio manager in Quebec.

3. The Filer is the investment fund manager and portfolio manager of the Funds. The Filer has applied, or will apply, to list the ETF Securities of the Continuing Fund on the TSX or another Marketplace.

4. The Filer is not in default of securities legislation in any of the Jurisdictions.

The Funds

5. Each Fund is a mutual fund structured as a trust that is organized and governed by the laws of the Province of Ontario. Each Fund is a reporting issuer in the Jurisdiction(s) in which its securities are distributed.

6. Subject to any exemptions that have been, or may be, granted by the applicable securities regulatory authorities, each Fund is an open-ended mutual fund subject to the provisions of NI 81-102. Securityholders will have the right to vote at a meeting of Securityholders in respect of matters prescribed by NI 81-102.

7. Securities of the Terminating ETF are listed on the TSX and are qualified for sale in each of the Jurisdictions under a long form prospectus and ETF Facts dated February 7, 2025, each of which has been prepared in accordance with NI 41-101.

8. Securities of the Continuing Fund are qualified for sale under a simplified prospectus and Fund Facts dated December 6, 2024, each of which has been prepared in accordance with NI 81-101.

9. The investment objectives of the Terminating ETF are substantially similar to those of the Continuing Fund.

10. The Continuing Fund follows the standard investment restrictions and practices established under NI 81-102, except pursuant to the terms of any exemption that has been obtained.

11. The Filer and the Continuing Fund rely on an exemption granted October 1, 2024 from the requirements to prepare and file a long form prospectus for the ETF Securities of the Continuing Fund in accordance with NI 41-101 in the form prescribed by Form 41-101F2, provided that a prospectus for the ETF Securities of the Continuing Fund is filed in accordance with the provisions of NI 81-101, other than the requirements pertaining to the filing of Fund Facts.

12. On or about May 1, 2025, the Filer expects to file an amendment to the simplified prospectus dated December 6, 2024 of the Continuing Fund (the "Amended Prospectus"). Pursuant to the Amended Prospectus, the Filer will qualify for distribution ETF Securities of the Continuing Fund, resulting in the Continuing Fund offering both Mutual Fund Securities and ETF Securities. At this time, the Filer will also file ETF Facts in the form prescribed by Form 41-101F4 for the series of ETF Securities of the Continuing Fund.

13. The Filer will apply to list the ETF Securities of the Continuing Fund on the TSX or another Marketplace. Listing is subject to the approval of the TSX or other Marketplace, in accordance with its applicable listing requirements.

14. None of the Funds are in default of securities legislation in any of the Jurisdictions.

The Merger

15. The Filer is streamlining and amending the structure of the Continuing Fund so that the Continuing Fund will have a "dual class" structure. The dual class structure means that the Continuing Fund will offer both ETF Securities and Mutual Fund Securities.

16. As a part of its streamlining efforts, the Filer proposes to merge the Terminating ETF into the Continuing Fund (the Merger) on or about July 18, 2025 (the Merger Date) as set forth below.

Terminating ETF

Continuing Fund

Dynamic Active Retirement Income ETF

Dynamic Retirement Income Fund

17. Until the Merger, the securities of the Terminating ETF will be in continuous distribution and listed on the TSX. Upon completion of the Merger, the ETF Series of the Continuing Fund will be listed on the TSX under the ticker symbol of the Terminating ETF. The Filer has confirmed this approach with the TSX. Upon completion of the Merger, the ETF Series of the Continuing Fund may have a different CUSIP number than the Terminating ETF, subject to confirmation by CDS.

18. The ETF Series of the Continuing Fund is expected to be listed for trading on or about July 21, 2025.

19. The Merger will be carried out pursuant to the "pre-approved" merger conditions set out in section 5.6 of NI 81-102.

20. The Merger will be completed without the approval of Securityholders of the Terminating ETF in reliance on subsection 5.3(2)(a) of NI 81-102.

21. The independent review committee of the Terminating ETF has reviewed the potential conflict of interest matters related to the Merger and has approved the Merger after determining that the Merger, if implemented, would achieve a fair and reasonable result for the Terminating ETF, as contemplated by subsection 5.3(2)(a) of NI 81-102.

22. A press release describing the Merger was issued and filed via SEDAR+ on March 18, 2025 and a material change report for the Terminating ETF was filed via SEDAR+ on March 20, 2025.

23. Notice of the Merger will be sent to Securityholders in the Terminating ETF in accordance with subsection 5.3(2)(a)(v) of NI 81-102.

24. The Filer does not consider the Merge to constitute a "material change" for the Continuing Fund and accordingly, there is no intention to convene a meeting of unitholders of the Continuing Fund to approve the Merger pursuant to paragraph 5.1(1)(g) of NI 81-102.

25. The Terminating ETF will be terminated on or about the Merger Date and will be wound up as soon as reasonably possible thereafter.

26. The ETF Series of the Continuing Fund is being created for the purpose of the Merger, and therefore:

(a) upon completion of the Merger, the unitholders of the Terminating ETF will have rights as investors in ETF Series of the Continuing Fund that are substantially similar in all material aspects to the rights they had as investors in the Terminating ETF prior to the Merger;

(b) the portfolio managers of the Continuing Fund are the same as the Terminating ETF;

(c) the Continuing Fund has valuation procedures that are identical to the valuation procedures of the Terminating ETF; and

(d) the aggregate management fee, the fixed administration fee and other operating expenses attached to the ETF Series of the Continuing Fund will be the same as the current management fee and operating expenses of the Terminating ETF.

27. The Filer considers that the Continuing Fund is and will be managed in a manner which is substantially similar in all material respects to the manner in which the Terminating ETF has been managed.

Past Performance Relief and Continuous Disclosure Relief

28. The Filer is seeking to make the Merger as seamless as possible for investors in the Terminating ETF. The past performance data and financial information of the Terminating ETF is significant information which can assist investors in determining whether to purchase and/or to continue to hold securities of the ETF Series of the Continuing Fund. The ETF Series of the Continuing Fund will be created upon filing of the Amended Prospectus. The Filer will not commence distributing these ETF Securities until the completion of the Merger. As a result, as at the effective date of the Merger, in the absence of the Exemption Sought, the ETF Series of the Continuing Fund will not have its own past performance or series specific financial data on which investors can base an investment decision.

29. The Filer submits that treating the ETF Series of the Continuing Fund as fungible with the Terminating ETF for purposes of the past performance data and financial information of the Continuing Fund would be beneficial to investors and that to do otherwise would cause unnecessary confusion among investors concerning the difference between the Terminating ETF and the ETF Series of the Continuing Fund.

30. The Exemption Sought will allow the Continuing Fund to disclose information to investors in the ETF Series that is based on the same type of information that was applicable to the Terminating ETF, that is:

(a) The ETF Facts for the ETF Series will contain information that is based on the information disclosed in the ETF Facts for the Terminating ETF, until such time as the Continuing Fund has information regarding the ETF Series based on its own operations for the applicable periods.

(b) The simplified prospectus for the Continuing Fund will contain information about the ETF Series of the Continuing Fund that is based on the information disclosed in the prospectus for the Terminating ETF until such time as the Continuing Fund has information regarding the ETF Series based on its own operations for the applicable periods.

(c) The risk level for the ETF Series of the Continuing Fund will be based on, and calculated in accordance with, the performance of the Terminating ETF, until such time as the ETF Series has the requisite 10-years of performance history. In this regard, the Filer considers that it is appropriate that the ETF Series have its own investment risk level, as contemplated in Item 3 of Appendix F of NI 81-102.

(d) The MRFPs and financial statements for the Continuing Fund will contain information about the ETF Series of the Continuing Fund that is based on the information disclosed in the past MRFPs and financial statements, as applicable, for the Terminating ETF until such time as the Continuing Fund has information regarding the ETF Series based on its own operations for the applicable periods.

(e) The Fund Communications for the ETF Series of the Continuing Fund will include the applicable past performance data of the Terminating ETF prepared in accordance with Part 15 of NI 81-102.

31. The Filer will include disclosure about the Merger in each of the documents listed in paragraph 29, to the extent the Filer considers appropriate for the type of document.

32. The Filer submits that investors will not be misled if each of the documents listed in paragraph 29 contains the applicable information about the Terminating ETF and rather will have more complete and accurate information about whether to invest or to continue to hold investments in the ETF Series of the Continuing Fund.

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:

1. the Past Performance Relief is granted, provided that:

(a) the Fund Communications of the ETF Series of the Continuing Fund include the past performance data of Terminating ETF prepared in accordance with Part 15 of NI 81-102

(b) the simplified prospectus of the Continuing Fund:

(i) includes information about the ETF Series of the Continuing Fund that is based on the information disclosed in the prospectus for the Terminating ETF, until such time as the Continuing Fund has information regarding the ETF Series based on its own operations for the applicable periods;

(ii) discloses that the start date for the ETF Series of the Continuing Fund is the start date of the Terminating ETF where the start date of the ETF Series is stated; and

(iii) discloses the Merger where the start date for each series of the Continuing Fund is stated;

(c) the ETF Facts for the ETF Series of the Continuing Fund:

(i) includes information that is based on the information disclosed in the ETF Facts for the Terminating ETF, until such time as the Continuing Fund has information regarding the ETF Series based on its own operations for the applicable periods prepared in accordance with Part 15 of NI 81-102;

(ii) states that the "Date series started" date is the "Date series started" date of the Terminating ETF; and

(iii) discloses the Merger where the "Date series started" date is stated; and

(d) the Continuing Fund prepares its MRFPs in accordance with the Continuous Disclosure Relief; and

2. the Continuous Disclosure Relief is granted, provided that:

(a) the MRFPs and financial statements for the Continuing Fund include the Financial Data of the Terminating ETF pertaining to the Terminating ETF and disclose the Merger for the relevant time periods; and

(b) the Continuing Fund prepares its simplified prospectus, ETF Facts and other Fund Communications in accordance with the Past Performance Relief.

"Darren McKall"
Associate Vice President, Investment Management Division
Ontario Securities Commission

Application File #: 2025/0292
SEDAR+ File #: 6279595