T. Rowe Price (Canada), Inc. and The Top Funds

Decision

H4>Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Mutual funds that are not reporting issuers granted extensions of the annual financial statement filing and delivery deadlines under NI 81-106 to permit the fund to file and deliver annual financial statements within 120 days of its most recently completed financial year -- Funds invest the majority of their assets in Underlying Funds with later financial reporting deadlines -- Relief subject to conditions including disclosure of extended financial reporting deadlines in each Fund's offering memorandum.

Applicable Legislative Provisions

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

June 11, 2025

IN THE MATTER OF
THE SECURITIES LEGISLATION OF ONTARIO
(the Jurisdiction)

AND

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

AND

IN THE MATTER OF
T. ROWE PRICE (CANADA), INC.
(the Filer)
AND
THE TOP FUNDS
(as defined below)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer, as investment fund manager of T. Rowe Price Retirement Date 2025 Fund, T. Rowe Price Retirement Date 2030 Fund, T. Rowe Price Retirement Date 2035 Fund, T. Rowe Price Retirement Date 2040 Fund, T. Rowe Price Retirement Date 2045 Fund, T. Rowe Price Retirement Date 2050 Fund, T. Rowe Price Retirement Date 2055 Fund, T. Rowe Price Retirement Date 2060 Fund and T. Rowe Price Retirement Date 2065 Fund (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 invests in 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 Jurisdiction (the Legislation) exempting the Filer and the Top Funds from:

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

2. the requirement in paragraph 5.1(2)(a) of NI 81-106 that the Top Funds deliver their audited financial statements by the Annual Filing Deadline (the Annual Delivery Requirement)

(collectively, relief from the Annual Filing Deadline and the Annual Delivery Requirement, the Exemption Sought).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

1. the Ontario Securities Commission is the principal regulator (the Principal Regulator) for this application as the head office of the Filer is located in Ontario, and

2. the Filer has provided notice that section 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 (the Other Jurisdictions and, together with the Jurisdiction, the Jurisdictions).

Interpretation

Terms defined in National Instrument 14-101 Definitions and MI 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 formed under the laws of the State of Maryland.

2. The Filer is registered as a portfolio manager and exempt market dealer in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Prince Edward Island, Québec and Saskatchewan and an investment fund manager in each of Ontario, Québec and Newfoundland and Labrador.

3. The Filer is not a reporting issuer in any jurisdiction and is not in default of securities legislation of any jurisdiction of Canada.

4. The Filer is the investment fund manager and portfolio manager of the Initial Top Funds. The Filer is, or will be, the investment fund manager and portfolio manager of each Top Fund. The Filer or a third party acts or will act as trustee of each Top Fund.

The Top Funds

5. The Initial Top Funds are trusts under the laws of Ontario pursuant to a fifth amended and restated pooled fund trust agreement dated as of June 15, 2023, as amended by amendment no. 1 dated April 8, 2024. Each of the Future Top Funds will be organized as a trust or a limited partnership under the laws of Ontario or another jurisdiction of Canada.

6. Each Top Fund is or will be a mutual fund under the securities legislation of the Jurisdictions.

7. Securities of the Top Funds are offered for sale to qualified investors in one or more Jurisdictions pursuant to an exemption from the prospectus requirements, including the accredited investor exemption under National Instrument 45-106 Prospectus Exemptions or equivalent.

8. The Top Funds are not, or will not be, a reporting issuer in a Jurisdiction.

9. The Top Funds have or will have a financial year-end of December 31.

10. Each Top Fund's investment objective is to invest, or will be achieved by investing, in units of one or more underlying funds managed by the Filer or an affiliate of the Filer as well as externally managed pooled funds and exchange traded funds (each, an Underlying Fund), which may pursue a variety of investment strategies.

11. The Filer believes that the Top Funds' investment in the Underlying Funds offers benefits not available through a direct investment in the investment vehicles, companies, other issuers or assets held by the relevant Underlying Fund(s).

12. Securities of the Top Funds will typically be redeemable at various intervals, as will securities of certain Underlying Funds. As each Top Fund has a medium- to long-term investment horizon, each Top Fund will be able to manage its own liquidity requirements by: (i) investing a portion of its assets in liquid securities; (ii) imposing redemption conditions, which will be disclosed in the Top Fund's offering memorandum; and/or (iii) taking into consideration the frequency at which securities of the Underlying Funds may be redeemed.

13. The net asset value of each Top Fund is calculated on each day that the Toronto Stock Exchange is open for business, and investors will be provided with the net asset value on a daily basis.

14. Certain holdings of each Top Fund invested in securities of the Underlying Funds may be disclosed in the Top Fund's financial statements.

The Underlying Funds

15. The Underlying Funds may be domiciled in Canada, the United States or other international jurisdictions.

16. The Underlying Funds may have varying financial year-ends and may be subject to a variety of financial reporting deadlines. Currently, each of the Underlying Funds held by each Top Fund has a financial year-end of December 31. Therefore, the Top Funds may not be able to obtain the finalized financial statements of the Underlying Funds prior to the Annual Filing Deadline for filing the Financial Statements and, in all cases, no sooner than other investors in the Underlying Funds receive the financial statements of the Underlying Funds. The Filer expects this timing delay in the completion of the Annual Financial Statements of each Top Fund may occur every year for the foreseeable future.

17. The offering memorandum of each Top Fund that will be provided to prospective investors, will disclose, or such investors will be otherwise notified, that the Annual Financial Statements for such Top Fund will be delivered to each investor within 120 days of such Top Fund's financial year end.

18. The Filer will notify securityholders of the Top Funds that it has received and intends to rely on relief from the Annual Filing Deadline and Annual Delivery Requirement.

Financial Statement Filing and Delivery Requirements

19. Section 2.2 and paragraph 5.1(2)(a) of NI 81-106 require a Top Fund to file and deliver its annual audited financial statements by the Annual Filing Deadline. As each Initial Top Funds' financial year end is December 31, they each would have a financial statement filing and delivery deadline of March 31.

20. Section 2.11 of NI 81-106 provides an exemption from the Annual Filing Deadline if, among other things, an investment fund delivers its annual financial statements in accordance with Part 5 of NI 81-106 by the Annual Filing Deadline.

21. As noted above, the Underlying Funds may have varying financial year ends and may be subject to the financial reporting deadlines contemplated by NI 81-106 and that are applicable to the Top Funds. In addition, even if such reporting deadlines are aligned, they do not allow for sufficient time for the Filer, the Top Funds and the auditor of the Top Funds, as applicable, to prepare the applicable financial statements and reports in a manner to meet the deadlines set out in NI 81-106.

22. In order to formulate an opinion on the financial statements of each Top Fund, the Top Fund's auditor requires audited financial statements of its respective Underlying Fund(s) as at the date of the financial year-end of the Top Fund in order to audit the information contained in the Top Fund's financial statements.

23. The auditors of the Top Funds have advised the Filer that they will be unable to complete the audit of the Top Funds' annual financial statements until the audited financial statements of the applicable Underlying Funds are completed and available to the applicable Top Fund.

24. Each Top Fund therefore seeks an extension of the Annual Filing Deadline and Annual Delivery Requirement to within 120 days after its year end, to enable the Top Fund's auditors to receive the audited financial statements of the relevant Underlying Fund(s) and then prepare the Top Fund's annual audited financial statements.

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 to a Top Fund for so long as:

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

2. The Top Fund's investment strategy is to primarily invest its investable assets in securities of one or more Underlying Funds whose investment objectives are compatible with the Top Fund's investment objectives.

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

4. 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 year ends corresponding to the Top Fund and are subject to laws of their jurisdictions, or applicable exemptive relief, that require annual financial statements of the Underlying Funds to be delivered within 120 days of their financial year ends.

5. The offering memorandum provided to prospective investors regarding the Top Fund discloses that the Annual Financial Statements for the Top Fund will be filed and delivered on or before the 120th day after the Top Fund's most recently completed financial year.

6. 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 and paragraph 5.1(2)(a) of NI 81-106.

7. The Top Fund is not a reporting issuer in any jurisdiction of Canada, and the Filer has the necessary registrations to carry out its operations in each jurisdiction of Canada in which it operates.

8. The conditions in section 2.11 of NI 81-106 will be met, except for subsection 2.11(b), and the Annual Financial Statements will be delivered to securityholders of the Top Fund in accordance with Part 5 of NI 81-106 on or before the 120th day after the Top Fund's most recently completed financial year.

9. This Exemption Sought terminates within one year of the coming into force of any amendment to NI 81-106 or other rule that modifies how the Annual Filing Deadline or Annual Delivery Requirement applies in connection with mutual funds under the Legislation.

"Darren McKall"
Associate Vice President, Investment Management Division
Ontario Securities Commission

Application File #: 2025/0332
SEDAR+ File #: 6289290