Desjardins Global Asset Management Inc. and The Desjardins SocieTerra American Equity ETF
Policy Statement 11-203 Process for Exemptive Relief Applications in Multiple Jurisdiction -- Regulation 11-102 respecting Passport System -- Relief granted to exchange-traded fund for extension of the lapse date of its prospectus to consolidate the prospectus with other funds.
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Relief granted to fund for extension of 69-days of the lapse date of prospectus -- Filer will incorporate the fund into an existing prospectus for 11 other funds -- Extension of lapse date will not affect the currency or accuracy of the information contained in the prospectus.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5).
December 16, 2022
IN THE MATTER OF THE SECURITIES LEGISLATION OF QUÉBEC AND ONTARIO (the Jurisdictions) AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLES JURISDICTIONS AND IN THE MATTER OF DESJARDINS GLOBAL ASSET MANAGEMENT INC. (the Filer) AND THE DESJARDINS SOCIETERRA AMERICAN EQUITY ETF (the Desjardins Fund)
The securities regulatory authority or regulator in each of the Jurisdictions (each, a Decision Maker) has received an application from the Filer on behalf of the Desjardins Fund for a decision under the securities legislation of the Jurisdictions (the Legislation) that the time limits for the renewal of the long form prospectus of the Desjardins Fund dated January 5, 2022 (the Prospectus) be extended to those time limits that would apply if the lapse date of the Prospectus was March 15, 2023 (the Requested Relief).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application):
(i) the Autorité des marchés financiers is the principal regulator for this application;
(ii) the Filer has provided notice that subsection 4.7(1) of Regulation 11-102 respecting Passport System (c. V-1.1, r.1) (Regulation 11-102) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, Nova Scotia, New Brunswick, Prince Edward Island, Newfoundland and Labrador, Yukon, Nunavut and Northwest Territories (the Other Jurisdictions); and
(iii) the decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.
Terms defined in Regulation 14-101 respecting Definitions (c. V-1.1, r.3), Regulation 41-101 respecting General Prospectus Requirements (c. V-1.1, r.14) and Regulation 11 -- 102 have the same meaning if used in this decision, unless otherwise defined.
This decision is based on the following facts represented by the Filer:
1. The Filer is a corporation established under the laws of the Province of Québec, with its head office located in Montréal, Québec.
2. The Filer is registered as a portfolio manager in each of the provinces and territories of Canada, as a commodity trading manager in Ontario, derivatives portfolio manager in Québec, exempt-market dealer in each of the provinces and territories of Canada, as an investment fund manager in Ontario, Alberta, Manitoba, Nova Scotia, Newfoundland and Labrador and Québec and as an advisor in Manitoba.
3. The Filer is the investment fund manager of the Desjardins Fund.
4. The Filer is the investment fund manager of eight other exchange-traded mutual funds (ETFs) (the Other Funds, and together with the Desjardins Fund, the Funds) that currently distribute their securities to the public under a prospectus that has a lapse date of March 15, 2023 (the Other Funds Prospectus).
5. The Desjardins Fund and the Other Funds are ETFs established under the laws of Québec, and are reporting issuers as defined in the securities legislation of each of the Jurisdictions and the Other Jurisdictions.
6. None of the Filer, the Desjardins Fund or the Other Funds are in default of securities legislation in any of the Jurisdictions or in any of the Other Jurisdictions.
7. The Desjardins Fund currently distributes securities in the Jurisdictions and the Other Jurisdictions under the Prospectus. Securities of the Desjardins Fund trade on the Toronto Stock Exchange.
8. Pursuant to subsection 17.2(2) of Regulation 41-101 respecting General Prospectus Requirements (Regulation 41-101) and subsection 62(1) of the Securities Act (Ontario) (the OSA), the lapse date of the Prospectus is January 5, 2023 (the Lapse Date). Accordingly, under subsection 17.2(4) of Regulation 41-101 and 62(2) of the OSA, the distribution of securities of the Desjardins Fund would have to cease on the Lapse Date unless: (i) the Desjardins Fund files a pro forma prospectus at least 30 days prior to the Lapse Date; (ii) the final prospectus is filed no later than 10 days after the Lapse Date; and (iii) a receipt for the final prospectus is obtained within 20 days of the Lapse Date.
Reasons for the Requested Relief
9. The Filer wishes to combine the Prospectus with the Other Funds Prospectus in order to reduce renewal and related costs of the Funds. Offering the Funds under one prospectus would facilitate the distribution of the Funds in the Jurisdictions and the Other Jurisdictions under the same prospectus and enable the Filer to streamline disclosure across the Filer's fund platform. As the Fund and the Other Funds are all managed by the Filer, offering them under the same prospectus will allow investors to more easily compare their features.
10. It would be unreasonable to incur the costs and expenses associated with preparing two separate renewal prospectuses given how close in proximity the lapse dates are to one another.
11. Given the current Lapse Date, an extension of the Lapse Date to March 15, 2023 is minimal and is not disadvantageous to the Desjardins Fund's investors.
12. There have been no material changes in the affairs of the Desjardins Fund since the date of the Prospectus. Accordingly, the Prospectus and current ETF Facts of the Desjardins Fund represent current information regarding the Desjardins Fund.
13. Given the disclosure obligations of the Desjardins Fund, should a material change in the affairs of the Desjardins Fund occur, the Prospectus and current ETF facts document of the Desjardins Fund will be amended as required under the Legislation.
14. New investors in the Desjardins Fund will receive the most recently filed ETF facts document of the Desjardins Fund. The Prospectus will still be available upon request.
15. The Requested Relief will not affect the accuracy of the information contained in the Prospectus and will therefore not be prejudicial to the public interest.
Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Makers to make the decision.
The decision of the Decision Makers under the Legislation is that the Requested Relief is granted.