Fiera Investments LP et al.
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Relief granted to funds for extension of the lapse date of prospectus -- Funds subject to a proposed merger into continuing funds shortly after current lapse date of prospectus -- Extension of lapse date will not affect the currency or accuracy of the information contained in the current prospectus.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5).
May 15, 2020
IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (the Jurisdiction) AND IN THE MATTER OF PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS AND IN THE MATTER OF FIERA INVESTMENTS LP (the Filer) AND FIERA CANADIAN BOND FUND LOOMIS SAYLES GLOBAL DIVERSIFIED CORPORATE BOND FUND LOOMIS SAYLES STRATEGIC MONTHLY INCOME FUND FIERA STRATEGIC BALANCED REGISTERED FUND FIERA INTRINSIC BALANCED REGISTERED FUND FIERA CANADIAN DIVIDEND REGISTERED FUND FIERA U.S. DIVIDEND REGISTERED FUND FIERA CORE GLOBAL EQUITY REGISTERED FUND FIERA CANADIAN PREFERRED SHARE REGISTERED FUND OAKMARK U.S. EQUITY REGISTERED FUND AND OAKMARK INTERNATIONAL EQUITY REGISTERED FUND (the Trust Funds) AND FIERA CANADIAN BOND CLASS LOOMIS SAYLES GLOBAL DIVERSIFIED CORPORATE BOND CLASS FIERA STRATEGIC BALANCED CLASS FIERA INTRINSIC BALANCED CLASS FIERA CANADIAN DIVIDEND CLASS FIERA U.S. DIVIDEND CLASS FIERA CORE GLOBAL EQUITY CLASS FIERA CANADIAN PREFERRED SHARE CLASS OAKMARK U.S. EQUITY CLASS; AND OAKMARK INTERNATIONAL EQUITY CLASS (the Class Funds) (the Trust Funds and the Class Funds collectively referred to as the Funds)
The principal regulator in the Jurisdiction has received an application from the Filer for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) that the time limits for the renewal of the simplified prospectus of the Funds be extended to the time limits that would be applicable as if the lapse date of the simplified prospectus of the Funds was August 31, 2020, in order for the lapse date of the simplified prospectus of the Funds to fall after July 3, 2020, date on which the Funds will be merged into continuing funds (the Exemptive Relief Sought).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application).
1. the Ontario Securities Commission is the principal regulator for this application; and
2. 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 each of the other provinces and territories of Canada (collectively, with Ontario, the Jurisdictions).
Terms defined in National Instrument 14-101 Definitions 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 the manager of the Funds. The Filer is a limited partnership formed under the laws of Ontario. The general partner of the Filer is Fiera Investments Limited, a corporation incorporated under the laws of Ontario. The Filer's head office is located in Toronto, Ontario.
2. The Filer is currently registered in all provinces and territories in the category of exempt market dealer. The Filer is also registered in Quebec, Ontario and Newfoundland and Labrador in the category of investment fund manager, and in Ontario in the category of mutual fund dealer and portfolio manager.
3. The Filer and the Funds are not in default of any of the requirements of the Legislation.
4. The Funds are reporting issuers under the Legislation. Securities of the Funds are currently qualified for distribution in all Jurisdictions under a simplified prospectus, fund facts and annual information form dated June 14, 2019, as amended (the Prospectus).
5. Pursuant to the Legislation, the lapse date for the distribution of securities under the Prospectus is June 14, 2020.
6. Pursuant to the Legislation, in order to renew the Prospectus, the following matters (among others) are required in order for the Funds to be eligible to rely on the provisions deeming continuous prospectus qualification contained in section 2.5(4) of National Instrument 81-101 Mutual Fund Prospectus Disclosure and section 62(2) of the Securities Act (Ontario):
a) pro forma simplified prospectus and annual information form is required to be filed 30 days prior to the Lapse Date of the Prospectus;
b) the final version of the simplified prospectus is required to be filed not later than 10 days following the Lapse Date of the Prospectus; and
c) a receipt for such final prospectus must be issued within 20 days following the Lapse Date of the Prospectus.
7. On April 9, 2020, the Filer announced by press release, in connection with which a material change report and amendments to the Prospectus were filed on SEDAR, that it has entered into an agreement with Canoe Financial LP, pursuant to which Canoe has agreed to purchase the rights to manage the Funds from the Filer (the Proposed Transaction).
8. The Proposed Transaction is expected to close on June 26, 2020, following which the Funds will be merged into corresponding funds from Canoe Financial LP on or about July 3, 2020 (the Mergers).
9. Amendments dated April 17, 2020 to the simplified prospectus, annual information form and fund facts of the Funds have been filed on SEDAR, disclosing the Proposed Transaction and the Mergers.
10. In order to reduce the cost of renewing the simplified prospectus and annual information form for the Funds on June 14, 2020, and subsequently amending and restating the simplified prospectuses and annual information forms following the Mergers, the Filer wishes to extend the lapse date to after the completion of the Mergers.
11. There have been no material changes in the affairs of any of the Funds since April 17, 2020, the date on which the prospectus and annual information form were amended to disclose the Proposed Transaction and the Merger. Accordingly, the current prospectus, annual information form and fund facts of the Funds represent current information regarding the Funds.
12. As well, the Exemptive Relief Sought will not affect the accuracy of the information contained in the prospectus and annual information form or the fund facts of the Funds.
13. Given the disclosure obligations of the Filer and the Funds, should any material changes occur, the Prospectus will be amended as required under the Legislation.
14. Unless the current lapse date is extended, the simplified prospectus and annual information form must be filed within 21 days of the date of the Mergers. Requiring the Funds to file a simplified prospectus and an annual information form and then amend the simplified prospectus and annual information form within such a short period of time, would lead to increased costs borne by the Funds (and ultimately by investors in the Funds) and potentially lead to investor confusion.
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.