The Securities Commission granted an exemption to a group of mutual funds, collectively referred to as the Continuing Funds, from certain requirements under National Instruments 81-102, 81-101, and 81-106. The exemptions relate to seed capital requirements, the use of performance data from existing funds in offering documents and continuous disclosure, and are subject to conditions.
Key points of the decision include:
1. Seed Capital Relief: The Continuing Funds are exempt from the requirement to provide initial seed capital investment of $150,000, as they will acquire assets from the corresponding Existing Funds that exceed this amount.
2. Past Performance Relief: The Continuing Funds are allowed to use the performance history of the Existing Funds to calculate investment risk ratings and to include this data in their simplified prospectus, fund facts documents, and sales communications.
3. Continuous Disclosure Relief: The Continuing Funds can include financial data from the Existing Funds in their annual and interim management reports of fund performance (MRFPs).
Conditions for the relief include clear disclosure of the reorganization in the simplified prospectus, fund facts documents, and MRFPs, stating that the performance data and financial highlights pertain to the Existing Funds.
The exemptions are based on the rationale that the Continuing Funds will manage assets in a manner substantially similar to the Existing Funds, and that providing historical financial and performance data will assist investors in making informed decisions without being misled. The relief aims to make the reorganization process seamless for investors.
The decision is grounded in the securities legislation of Ontario and relies on the Multilateral Instrument 11-102 Passport System for application in multiple Canadian jurisdictions. The Ontario Securities Commission, as the principal regulator, has determined that the exemptions meet the necessary legislative tests.