Canoe Financial LP

Decision

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- relief granted from subsection 5.1(4) of NI 81-101 to permit simplified prospectus of alternative mutual funds to be consolidated with simplified prospectus of mutual funds that are not alternative mutual funds.

Applicable Legislative Provisions

National Instrument 81-101 Mutual Funds Prospectus Requirements, ss. 5.1(4) and 6.1

April 29, 2025

IN THE MATTER OF
THE SECURITIES LEGISLATION OF
ALBERTA AND ONTARIO
(the Jurisdictions)

AND

IN THE MATTER OF
THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS
IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF
CANOE FINANCIAL LP
(the Filer)

DECISION

Background

The securities regulatory authority or regulator in each of the Jurisdictions has received an application from the Filer, on behalf of any alternative mutual fund established or restructured now or in the future and managed by the Filer or an affiliate of or successor to the Filer (each, an Alternative Fund and collectively, the Alternative Funds) for a decision under the securities legislation of the Jurisdictions (the Legislation) that grants relief to the Alternative Funds from the requirement in subsection 5.1(4) of National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101) which states that a simplified prospectus for an alternative mutual fund must not be consolidated with a simplified prospectus of another mutual fund if the other mutual fund is not an alternative mutual fund (the Exemption Sought).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application),

(a) the Alberta Securities Commission is the principal regulator for this application,

(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 in each jurisdiction of Canada, other than Alberta and Ontario, and

(c) this decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation

Terms defined in National Instrument 14-101 Definitions, MI 11-102, and National Instrument 81-102 Investment Funds (NI 81-102) 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

1. The Filer is a limited partnership established under the laws of the Province of Alberta. The general partner of the Filer is Canoe Financial Corp., a corporation incorporated under the laws of the Province of Alberta. The Filer's head office is located in Calgary, Alberta.

2. The Filer is registered as (a) an investment fund manager (IFM) in each of Alberta, Newfoundland and Labrador, Ontario, and Québec, (b) a portfolio manager in each of Alberta, Ontario, and Québec, (c) an exempt market dealer in each of Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island, Québec, Saskatchewan, and Yukon, (d) a commodity trading manager in Ontario, and (e) a derivatives portfolio manager in Québec.

3. The Filer or an affiliate of the Filer is or will be the IFM of each Alternative Fund.

4. The Filer is not in default of applicable securities legislation in any jurisdiction of Canada.

The Funds

5. Each Alternative Fund is or will be established under the laws of Alberta or Canada as a mutual fund that is a trust or a class of shares of a mutual fund corporation that will be a reporting issuer in one or more of the jurisdictions of Canada.

6. The securities of each Alternative Fund are or will be qualified for distribution in one or more of the jurisdictions of Canada using a simplified prospectus and fund facts document prepared and filed in accordance with the securities legislation of such jurisdictions of Canada. Each Alternative Fund is or will be subject to the requirements of NI 81-101 and NI 81-102.

Reasons for the Exemption Sought

7. The Filer wishes to combine the simplified prospectus of the Alternative Funds with the simplified prospectus of the mutual funds existing today or created in the future (i) that are reporting issuers to which NI 81-101 and NI 81-102 apply, (ii) that are not alternative mutual funds, and (iii) for which the Filer, or an affiliate of the Filer, acts or will act as the IFM (the Conventional Funds) in order to reduce renewal, printing and related costs. Offering the Alternative Funds using the same simplified prospectus as the Conventional Funds would facilitate the distribution of the Alternative Funds under the same prospectus disclosure and enable the Filer to streamline disclosure across the Filer's fund platform.

8. Even though the Alternative Funds are, or will be, alternative mutual funds, they will share many common operational and administrative features with the Conventional Funds and combining them in the same simplified prospectus will allow investors to more easily compare the features of the Alternative Funds and the Conventional Funds.

9. The ability to file the same simplified prospectus for the Alternative Funds and the Conventional Funds will ensure that the Filer can make corresponding changes to the operational and administrative features of the Alternative Funds and the Conventional Funds in a consistent manner, if required.

10. Investors will continue to receive the fund facts document(s) when purchasing securities of the Alternative Funds or the Conventional Funds as required by applicable securities legislation. The form and content of the fund facts document(s) of the Alternative Funds and the Conventional Funds will not change as a result of the Exemption Sought.

11. The simplified prospectus of the Alternative Funds and the Conventional Funds will continue to be provided to investors, upon request, as required by applicable securities legislation.

12. National Instrument 41-101 General Prospectus Requirements (NI 41-101) does not contain a provision equivalent to subsection 5.1(4) of NI 81-101. Accordingly, an IFM that manages exchange-traded funds (ETFs) is permitted to consolidate a prospectus under NI 41-101 for its ETFs that are alternative mutual funds with a prospectus for its ETFs that are conventional mutual funds. There is no reason why mutual funds filing a simplified prospectus under NI 81-101 should be treated differently from ETFs filing a prospectus under NI 41-101.

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.

"Denise Weeres" 
Director, Corporate Finance 
Alberta Securities Commission

Application File #: 2025/0134
SEDAR+ #: 6251295