Fiera Capital Corporation and The Top Funds

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Mutual funds that are not reporting issuers granted 45-day and 30-day extensions, respectively, for the annual and interim financial statement delivery deadlines under NI 81-106 -- Top Funds invest the majority of their assets in Underlying Funds -- Underlying Funds are subject to a variety of financial reporting deadlines, in some cases extending beyond the annual and interim financial statement filing and delivery deadlines under NI 81-106 -- Relief granted provided that no less than 25% of the total assets of the Top Fund as at its financial year end of December 31 are invested in Underlying Funds that have financial reporting periods that end on December 31 of each year and are subject to laws or documentation that require their annual financial statements to be delivered between 90 and 120 days of their financial year-end and interim financial statements to be delivered within 90 days of their most recently completed interim period.

Applicable Legislative Provisions

National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 2.2, 2.4, 5.1(2)(a), 5.1(2)(b) and 17.1.

March 6, 2025

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

AND

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

AND

IN THE MATTER OF FIERA CAPITAL CORPORATION (the "Filer")

AND

THE TOP FUNDS (as defined below)

DECISION

Background

The securities regulatory authority or regulator in each of the Jurisdictions (the "Decision Makers") have received an application on behalf of the Filer, as investment fund manager of the Fiera Diversified Balanced Fund, Fiera Balanced Growth Fund, Fiera Global Private Equity Fund, Fiera Balanced Ethical Fund, Fiera Diversified Equity Fund, Fiera Diversified Lending Fund, Fiera CRS Balanced Ethical Fund, Fiera Private Investment Fund II and Fiera Private Innovation Fund (collectively, the "Initial Top Funds") and any other existing or future mutual fund that is not and will not be a reporting issuer, and that is, or will be managed by the Filer and which may invest in underlying funds (the "Underlying Funds") as part of its investment strategy (the "Future Top Funds", and together with the Initial Top Funds, the "Top Funds" and each a "Top Fund") for a decision under the securities legislation of the Jurisdictions (the "Legislation") exempting the Filer and the Top Funds from:

1. the requirement in section 2.2 of Regulation 81-106 respecting Investment Fund Continuous Disclosure ("Regulation 81-106") that the Top Funds file their audited annual financial statements and auditors' report (the "Annual Financial Statements") on or before the 90th day after the Top Funds' most recently completed financial year (the "Annual Filing Deadline");

2. the requirement in section 2.4 of Regulation 81-106 that the Top Funds file their unaudited interim financial statements (the "Interim Financial Statements" and collectively with the Annual Financial Statements, the "Financial Statements") on or before the 60th day after the Top Funds' most recently completed interim period (the "Interim Filing Deadline");

3. the requirement in paragraph 5.1(2)(a) of Regulation 81-106 that the Top Funds deliver to securityholders their Annual Financial Statements by the Annual Filing Deadline (the "Annual Delivery Requirement"); and

4. the requirement in paragraph 5.1(2)(b) of Regulation 81-106 that the Top Funds deliver to securityholders their Interim Financial Statements by the Interim Filing Deadline (the "Interim Delivery Requirement");

(collectively, the "Exemption Sought").

Under the Process for Exemptive Relief Application in Multiple Jurisdictions (for dual application):

a) the Autorité des marchés financiers has been selected as the principal regulator for this application;

b) the Filer has provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System, which in Québec is a Regulation, RLRQ, c. V-1.1, r.1(Regulation 11-102), is intended to be relied upon in each of the provinces and territories of Canada other than the Jurisdictions (together with the Jurisdictions, the Canadian territories); and

c) 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 Regulation 14-101 respecting Definitions (chapter V-1.1, r.3) and Regulation 11-102 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 corporation established under the laws of Ontario and having its head office at 1981 McGill College Avenue, Suite 1500, Montréal, Québec, H3A 0H5, Canada.

2. The Filer is registered as:

(a) a portfolio manager and exempt market dealer in each jurisdiction of the Canadian territories;

(b) an adviser in Manitoba;

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

(d) a commodity trading manager in Ontario; and

(e) a derivatives portfolio manager in Québec.

3. The Filer is a reporting issuer in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Prince Edward Island, Québec and Saskatchewan, with Québec as the principal jurisdiction.

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

5. The Filer is the investment fund manager of the Initial Top Funds and is or will be the investment fund manager of the Future Top Funds. The Filer will act as portfolio manager of each Top Fund.

The Initial Top Funds

Fiera Diversified Balanced Fund

6. The Fiera Diversified Balanced Fund is an open-ended trust established under the laws of the Province of Québec by an amended and restated trust agreement dated October 23, 2017.

7. Fiera Diversified Balanced Fund's objective is to provide a superior real return achieved by both capital appreciation and income by investing in a widely diversified portfolio of securities. The Fiera Diversified Balanced Fund invests the majority of its assets in Underlying Funds.

Fiera Balanced Growth Fund

8. The Fiera Balanced Growth Fund is an open-ended trust established under the laws of the Province of Québec by an amended and restated trust agreement dated October 23, 2017.

9. Fiera Balanced Growth Fund's objective is to provide total long-term returns through income and capital appreciation with emphasis on growth. To attain this objective, the Fiera Balanced Growth Fund will invest in a well-diversified portfolio of securities. The Fiera Balanced Growth Fund invests the majority of its assets in Underlying Funds.

Fiera Global Private Equity Fund

10. The Fiera Global Private Equity Fund is an open-ended trust established under the laws of the Province of Québec by an amended and restated trust agreement dated October 23, 2017.

11. The Fiera Global Private Equity Fund's objective is to achieve attractive absolute returns over the long-term, primarily through building a diversified global portfolio of corporate private equity investments. To attain its objective, the Fiera Global Private Equity Fund will invest mainly in Underlying Funds, which investment objective will be consistent with the Fiera Global Private Equity Fund's investment objective and strategy. The Fiera Global Private Equity Fund invests the majority of its assets in Underlying Funds.

Fiera Balanced Ethical Fund

12. The Fiera Balanced Ethical Fund is an open-ended trust established under the laws of the Province of Québec by an amended and restated trust agreement dated October 23, 2017.

13. The fundamental investment objective of the Fiera Balanced Ethical Fund is to provide total long-term returns through income and capital appreciation. To attain this objective, the Fiera Balanced Ethical Fund will invest in a well-diversified portfolio of securities. The Fiera Balanced Ethical Fund will also respond to environmental, social and governance (ESG), as well as ethical considerations established by the Fiera Balanced Ethical Fund. The Fiera Balanced Ethical Fund invests the majority of its assets in Underlying Funds.

Fiera Diversified Equity Fund

14. The Fiera Diversified Equity Fund is an open-ended trust established under the laws of the Province of Québec by an amended and restated trust agreement dated October 23, 2017.

15. The fundamental investment objective of the Fiera Diversified Equity Fund is to provide total long-term returns through capital appreciation. To attain this objective, the Fiera Diversified Equity Fund will invest in a widely diversified portfolio of securities. The Fiera Diversified Equity Fund invests the majority of its assets in Underlying Funds.

Fiera Diversified Lending Fund

16. The Fiera Diversified Lending Fund is an open-ended trust established under the laws of the Province of Québec by an amended and restated trust agreement dated October 23, 2017.

17. The investment objective of the Fiera Diversified Lending Fund is to generate optimized, stable returns in providing private loans primarily by leveraging various investment teams, track records and strategies that exist under the Fiera Capital Private Markets investment platforms. To attain this objective, the Fiera Diversified Lending Fund will invest mainly in investment vehicles such as, but not limited to, limited partnerships, master-feeder structures, pooled investment vehicles, mutual funds, investment trusts, or special purpose vehicles managed by the Filer, or one of its associates or affiliates. The Fiera Diversified Lending Fund may invest the liquidity coming from uncommitted capital and committed capital not yet invested into short-term securities or income-generating securities, directly or indirectly through other investment vehicles. The Fiera Diversified Lending Fund invests the majority of its assets in Underlying Funds.

Fiera CRS Balanced Ethical Fund

18. The Fiera CRS Balanced Ethical Fund is an open-ended trust established under the laws of the Province of Québec by an amended and restated trust agreement dated October 23, 2017.

19. The investment objective of the Fiera CRS Balanced Ethical Fund is to provide total long-term returns through both income and capital appreciation. To attain this objective, the Fiera CRS Balanced Ethical Fund will invest in a well-diversified portfolio of securities. The Fiera CRS Balanced Ethical Fund will also consider environmental, social and governance (ESG) factors, as well as ethical considerations established by the Fiera CRS Balanced Ethical Fund. The Fiera CRS Balanced Ethical Fund invests the majority of its assets in Underlying Funds.

Fiera Private Investment Fund II

20. The Fiera Private Investment Fund II is an open-ended trust established under the laws of the Province of Québec by an amended and restated trust agreement dated October 23, 2017.

21. The investment objective of the Fiera Private Investment Fund II is to provide high returns primarily through capital gains and some income generation. The Fiera Private Investment Fund II primarily seeks to invest in investment vehicles managed by real estate fund managers, which will take equity participation in construction development projects. To attain this objective, the Fiera Private Investment Fund II will invest mainly in vehicles such as, but not limited to, limited partnerships, master-feeder structures, pooled investment vehicles, mutual funds, investment trusts, or special purpose vehicles managed by the Filer, or one of its associates or affiliates. The Fiera Private Investment Fund II may invest the liquidity coming from uncommitted capital and committed capital not yet invested into short-term securities or income-generating securities, directly or indirectly through other investment vehicles. The Fiera Private Investment Fund II invests the majority of its assets in Underlying Funds.

Fiera Private Innovation Fund

22. The Fiera Private Innovation Fund is an open-ended trust established under the laws of the Province of Québec by an amended and restated trust agreement dated October 23, 2017.

23. The investment objective of the Fiera Private Innovation Fund is to provide high returns primarily through capital appreciation. To attain this objective, the Fiera Private Innovation Fund invests mainly in limited partnerships of private equity funds. The Fiera Private Innovation Fund may invest the liquidity coming from uncommitted capital and committed capital not yet invested into short term securities or income-generating securities, directly or indirectly through other investment vehicles. The Fiera Private Innovation Fund invests the majority of its assets in Underlying Funds.

The Top Funds

24. Each Top Fund will be a "mutual fund" for the purposes of the Legislation.

25. Securities of each Top Fund will only be offered for sale on a continuous basis to accredited investors in each jurisdiction of the Canadian territories pursuant to an exemption from the prospectus requirements under Regulation 45-106 Prospectus and Registration Exemptions ("Regulation 45-106").

26. Units of each Top Fund will only be distributed in each jurisdiction of the Canadian territories pursuant to exemptions from the prospectus requirement in accordance with Regulation 45-106.

27. None of the Top Funds is, or will be, a reporting issuer in any jurisdiction of the Canadian territories.

28. Each Top Fund has and will have a financial year-end of December 31.

29. In addition, each Top Fund may also invest in securities of one or more Underlying Funds in which the investment objective will be consistent with the Top Funds' investment objective and strategy.

30. The Filer believes that investing in the Underlying Funds in accordance with each of the Top Funds' investment objective and strategy offers benefits not available through a direct investment in the companies, other issuers or assets held by the Underlying Funds.

31. Securities of the Underlying Funds are typically redeemable at various intervals, but in some cases may not be redeemable until the termination of the Underlying Funds. As each Top Fund has a long-term investment horizon, each Top Fund is able to manage its own liquidity requirements, taking into consideration the frequency at which the securities of the Underlying Funds may be redeemed.

32. The net asset value of the Top Funds is or will either be calculated daily, monthly or quarterly.

The Underlying Funds

33. The Underlying Funds may be established under, and governed by, the laws of Canada, the United States or other international jurisdictions.

34. The Underlying Funds may have varying financial year-ends and may be subject to a variety of financial reporting deadlines. For example, assets of the Top Funds may be invested in Underlying Funds, the constating documents of which require the Annual Financial Statements to be filed within 120 days of the financial year-end of the Underlying Fund.

35. The Underlying Funds will either be managed by the Filer, or an affiliate thereof, or by third-parties.

36. The offering memorandum of each Top Fund that will be provided to prospective investors, if any, will disclose, or such investors will be otherwise notified that: (i) the Annual Financial Statement for such Top Fund will be delivered to each investor within 135 days of such Top Fund's financial year end; and (ii) the Interim Financial Statement for such Top Fund will be delivered to each investor within 90 days following the end of each interim period of such Top Fund.

37. The Filer will notify securityholders in the Top Funds that it has received and intends to rely on the Exemption Sought.

Financial Statements

38. Section 2.2 and subsection 5.1(2)(a) of Regulation 81-106 require the Top Funds to file and deliver their Annual Financial Statements by the Annual Filing Deadline. As each Top Funds' financial year-end is or will be December 31, they each would have a filing and delivery deadline of March 31.

39. Section 2.4 and subsection 5.1(2)(b) of Regulation 81-106 require the Top Funds to file and deliver their Interim Financial Statements to the securityholders by the Interim Filing Deadline. As the interim period for the Top Funds is or will be June 30, the filing and delivery deadline for the Interim Financial Statements would be August 29.

40. Section 2.11 of Regulation 81-106 provides an exemption (the "Filing Exemption") from the obligation to file the Annual Financial Statements within the Annual Filing Deadline and the Interim Financial Statements within the Interim Filing Deadline if, among other things, a mutual fund that is not a reporting issuer delivers its Annual Financial Statements and Interim Financial Statements in accordance with part 5 of Regulation 81-106 by the Annual Filing Deadline.

41. In order to formulate an opinion on the Annual Financial Statements on each Top Fund, the Top Fund's auditors require audited financial statements of the respective Underlying Funds in order to audit the information contained in the Top Fund's Annual Financial Statements. The auditors of the Top Funds have advised the Filer that they will be unable to complete the audit of each Top Fund's Annual Financial Statements until the audited financial statements of the Underlying Funds are completed and available to the respective Top Fund.

42. In most cases, the Top Funds will not be able to obtain the finalized financial statements of the Underlying Funds prior to the Annual Filing Deadline and the Interim Filing Deadline for filing the Financial Statements and, in all cases, no sooner than the deadline for filing such statements and reports of the Underlying Funds and, in all cases, no sooner than other investors of the Underlying Funds receive the financial statements and reports of the Underlying Funds.

43. The Filer does not anticipate it will be able to meet the conditions in subsection 2.11(b) of the Filing Exemption given that it does not expect to be able to deliver the Annual Financial Statements of the Top Funds by the Annual Filing Deadline and the Interim Financial Statements of the Top Funds by the Interim Filing Deadline. The Filer expects this timing delay in the completion of the Financial Statements of the Top Funds to occur every year for the foreseeable future.

44. Each Top Fund therefore seeks an extension of:

(i) The Annual Filing Deadline and the Annual Delivery Requirement to permit delivery within 135 days of such Top Fund's most recently completed financial year-end, to enable the Top Fund's auditors to first receive the audited annual financial statements and auditors' reports of the relevant Underlying Funds so as to be able to prepare such Top Fund's Annual Financial Statements;

(ii) The Interim Filing Deadline and the Interim Delivery Requirement to permit delivery within 90 days of such Top Fund's most recently completed interim period, to enable the Top Fund to first receive the interim financial reports of the relevant Underlying Funds so as to be able to determine the net asset value of the relevant Underlying Funds and prepare such Top Fund's Interim Financial Statements.

Decision

Each of the Decision Makers 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 Decision Makers under the Legislation is that the Exemption Sought is granted to each of the Top Funds so long as:

1. The Top Fund has a financial year ended December 31.

2. The investment objective of the Top Fund involves investing in Underlying Funds.

3. The Top Fund invests the majority of its assets in Underlying Funds.

4. No less than 25% of the total assets of a Top Fund as at its financial year end of December 31 are invested in Underlying Funds that have financial reporting periods that end on December 31 of each year and whose governing law or constating documents require their annual financial statements to be delivered between 90 and 120 days of their financial year-end and interim financial statements to be delivered within 90 days of their most recent interim period.

5. The Top Fund notifies its securityholders that the Top Fund has received and intends to rely on relief from the filing and delivery requirements under section 2.2, section 2.4, paragraph 5.1(2)(a) and paragraph 5.1(2)(b) of Regulation 81-106.

6. The Top Fund is not a reporting issuer in any of the Canadian territories and the Filer has the necessary registrations to carry out its operations in each of the Canadian territories in which it operates.

7. The conditions in section 2.11 of Regulation 81-106 will be met, except for subsection 2.11(b), and:

(a) the Annual Financial Statements will be delivered to securityholders of the Top Fund in accordance with Part 5 of Regulation 81-106 on or before the 135th day after the Top Fund's most recently completed financial year; and

(b) the Interim Financial Statements will be delivered to securityholders of the Top Fund in accordance with Part 5 of Regulation 81-106 on or before the 90th day after the Top Fund's most recently completed interim period.

8. The Exemption Sought terminates within one year of the coming into force of any amendment to Regulation 81-106 or other rule that modifies how the Annual Filing Deadline, Annual Delivery Requirement, Interim Filing Deadline or Interim Delivery Requirement applies in connection with mutual funds that are not reporting issuers.