Desjardins Société de placement inc. / Desjardins Investments Inc. et al.
Headnote
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- relief granted under subsection 62(5) of the Securities Act to mutual funds for extension of the lapse date of their prospectuses -- Extension of the lapse date of the simplified prospectus until completion of mergers of the funds.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5).
Citation: 2025-EPI-1043610
July 24, 2025
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 MULTIPLE JURISDICTIONS AND IN THE MATTER OF DESJARDINS SOCIÉTÉ DE PLACEMENT INC. / DESJARDINS INVESTMENTS INC. (the Filer or Desjardins) AND IN THE MATTER OF DESJARDINS TARGET 2025 INVESTMENT GRADE BOND FUND, DESJARDINS TARGET 2026 INVESTMENT GRADE BOND FUND, DESJARDINS TARGET 2027 INVESTMENT GRADE BOND FUND, DESJARDINS GLOBAL OPPORTUNITIES FUND, AND DESJARDINS FUNDAMENTAL GLOBAL EQUITY FUND (the October Funds)
DECISION
Background
The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Maker) has received an application from the Filer on behalf of the October Funds for a decision under the securities legislation of the Jurisdictions (the Legislation) that the time limits for the renewal of the simplified prospectus and fund facts for the October Funds dated October 28, 2024 (the October Prospectus) be extended to those time limits that would apply if the lapse date of the October Prospectus was March 30, 2026 (the Exemption Sought).
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 Multilateral Instrument 11-102 Passport System, which in Québec is a Regulation, (Regulation 11-102) is intended to be relied upon in each province and territory of Canada (the Canadian Jurisdictions), other than the 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.
Interpretation
Terms defined in National Instrument 14-101 Definitions, which in Québec is a Regulation, Regulation 11-102, National Instrument 81-101 Mutual Fund Prospectus Disclosure, which in Québec is a Regulation, (Regulation 81-101), and National Instrument 81-102 Investment Funds, which in Québec is a Regulation, (Regulation 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:
Background Facts
The Filer
1. The Filer is a corporation incorporated under the laws of Québec with its head office in Montréal, Québec.
2. The Filer is registered as an Investment Fund Manager in Québec, in Ontario and in Newfoundland and Labrador.
3. The Filer is the manager of each of the October Funds.
4. Neither the Filer nor any of the October Funds are in default of securities legislation in any of the Canadian Jurisdictions.
The October Funds
5. Each October Fund is (a) an open-ended mutual fund trust established under the laws of Québec, (b) a reporting issuer as defined in the securities legislation of each of the Canadian Jurisdictions and (c) subject to Regulation 81-102.
6. Securities of each of the October Funds are currently distributed in the Canadian Jurisdictions pursuant to the October Prospectus.
Reasons for the Lapse Date Extension
7. In accordance with subsection 7(1) of the Regulation to amend Regulation 81-101 respecting mutual fund prospectus disclosure dated January 16, 2025 (the Regulation Amending Regulation 81-101), except in Ontario, if a mutual fund has filed a simplified prospectus and a receipt for that simplified prospectus was issued before March 3, 2025, section 2.5 of Regulation 81-101 as enacted by this regulation does not apply and, instead, section 2.5 of Regulation 81-101 as it was in force on March 2, 2025, applies.
8. Accordingly, pursuant to subsection 2.5(2) of Regulation 81-101, in its version preceding the coming into force of the Regulation Amending Regulation 81-101, the lapse date of the October Prospectus is October 28, 2025. Therefore, pursuant to subsections 2.5(3) and 2.5(4) of Regulation 81-101, in their version preceding the coming into force of the Regulation Amending Regulation 81-101, the distribution of securities of each October Fund would have to cease on its current lapse date unless: (i) the October Funds file a pro forma simplified prospectus within 30 days before the current lapse date; (ii) the final simplified prospectus is filed within 10 days after its current lapse date; and (iii) a receipt for the final simplified prospectus is obtained within 20 days after its current lapse date.
9. The Filer is the investment fund manager of 90 other funds listed in Schedule A (the March Funds) that currently distribute their securities under a simplified prospectus and fund facts dated March 28, 2025 (the March Prospectus). Although the March Prospectus is subject to the version of Regulation 81-101 amended by the Regulation Amending Regulation 81-101, contrarily to the October Prospectus, the Filer commits to renewing the March Prospectus as if it was subject to the version of Regulation 81-101 preceding the coming into force of the Regulation Amending Regulation 81-101 and, accordingly, the lapse date for the renewal of the March Prospectus will be set to March 30, 2026 (the March Prospectus Renewal).
10. The Filer wishes to combine the October Prospectus with the March Prospectus in order to reduce renewal, printing, and related costs.
11. Offering the October Funds and the March Funds under one prospectus would facilitate the distribution of the October Funds in the Canadian Jurisdictions under the same prospectus and enable the Filer to streamline disclosure across the Filer's fund platform. The October Funds share many common operational and administrative features with the March Funds and combining them under one prospectus (as opposed to two) will allow investors to compare their features more easily.
12. It would be impractical to alter and modify all the dedicated systems, procedures, and resources required to prepare the March Prospectus and unreasonable to incur the costs and expenses associated therewith, so that the March Prospectus can be filed earlier with the October Prospectus.
13. If the Exemption Sought is not granted, it will be necessary to renew the October Prospectus twice within a short period of time in order to consolidate the October Prospectus with the March Prospectus, and it would be unreasonable for the Filer to incur the costs and expenses associated therewith, given investors would not be prejudiced by the Exemption Sought.
14. The Filer may make changes to the features of the March Prospectus as part of the March Prospectus Renewal. The ability to file the October Prospectus with the March Prospectus will ensure that the Filer can make the operational and administrative features of the respective funds consistent with each other, if necessary.
15. There have been no material changes in the affairs of the October Funds since the date of the October Prospectus. Accordingly, the current October Prospectus and current fund facts documents of the October Funds represent the current information of the October Funds.
16. Given the disclosure obligations of the October Funds, should a material change in the affairs of any of the October Funds occur, the October Prospectus and fund facts documents of the October Funds will be amended as required under the Legislation.
17. New investors of the October Funds will receive delivery of the most recently filed fund facts document(s) of the applicable October Fund(s). The October Prospectus will still be available upon request.
18. The Exemption Sought will not affect the accuracy of the information contained in the October Prospectus or the fund facts documents of the October Funds and therefore will not be prejudicial to the public interest.
Decision
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 Exemption Sought is granted provided that:
(a) the Filer will renew the March Prospectus as if it was subject to the version of Regulation 81-101 preceding the coming into force of the Regulation Amending Regulation 81-101 and, accordingly, the lapse date for the renewal of the March Prospectus will be set to March 30, 2026.
"Bruno Vilone"
Director, Investment Products Oversight