Addenda Capital Inc.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- exemption from subsection 2.1(2) of Regulation 81-101 to file a prospectus more than 90 days after the date of the receipt for the preliminary prospectus.

Applicable Legislative Provisions

National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 2.1(2) and 6.1.

[TRANSLATION]

February 24, 2022

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 ADDENDA CAPITAL INC. (the Filer) AND ADDENDA INCOME FOCUS FUND ADDENDA GLOBAL BALANCED FUND ADDENDA GLOBAL DIVERSIFIED EQUITY FUND (the Funds)

DECISION

Background

The securities regulatory authority or regulator in each of the Jurisdictions (the "Decision Maker") has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the "Legislation") for an exemption under subsection 6.1(1) of Regulation 81-101 Mutual Fund Prospectus Disclosure, RSQ, c. V-1,1, r. 38 ("Regulation 81-101") from the requirement in subsection 2.1(2) of Regulation 81-101 that the final simplified prospectus be filed no more than 90 days after the receipt for the preliminary simplified prospectus has been granted (the "Exemption Sought").

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

(a) the Autorité des marchés financiers (AMF) is the principal regulator for this application;

(b) the Filer has provided notice that subsection 4.7(1) of Regulation 11-102 respecting Passport System, RSQ, c. V-1.1, r. 1 ("Regulation 11-102") is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador (collectively with the Jurisdictions, the "Applicable Jurisdictions"); 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, RSQ, c. V-1.1, r. 3, Regulation 11-102 and Regulation 81-101 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:

1. The Filer is a corporation governed under theBusiness Corporations Act, RSQ, c. S-31.1 of Québec

2. The Filer's head office is located in Montréal, Québec.

3. The Filer is registered as: (i) a portfolio manager in each of the provinces and territories of Canada; (ii) an exempt market dealer in each of the provinces and territories of Canada; (iii) an investment fund manager in each province of Canada; (iv) a commodity trading manager in Ontario; and (v) a derivatives portfolio manager in Québec.

4. The Filer will be the investment fund manager, portfolio manager and promoter of the Funds.

5. The Funds will be open-ended mutual fund trusts to be established under the laws of Québec.

6. The Filer and the Funds are not in default of securities legislation in any of the Applicable Jurisdictions.

7. The Filer filed a preliminary prospectus and preliminary annual information form dated November 23, 2021 to seek to qualify securities of the Funds for distribution in each of the Applicable Jurisdictions. A receipt for the preliminary prospectus was issued on November 30, 2021.

8. Pursuant to subsection 2.1(2) of Regulation 81-101, the Filer must file a final prospectus for the Funds no later than February 28, 2022.

9. The Funds represent a new fund family launched by the Filer. The Filer outsourced the trusteeship and custodianship functions as well as the back-office functions, including registrar and record-keeping, to third-party services providers.

10. The Filer believes that it will need an additional 30 days beyond the time period required by subsection 2.1(2) of Regulation 81-101 to finalize and execute of all the different contractual agreements to be signed with the third-party services providers and to set up the Funds.

11. There has been no public solicitation of expressions of interest in relation to securities of the Funds.

12. The preliminary prospectus has not been publicly distributed and so the Exemption Sought would not affect any prospective investors and would not be contrary 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 Maker to make the decision.

The decision of the Decision Makers under the Legislation is that the Exemption Sought is granted provided that the prospectus of the Funds is filed no later than March 30, 2022.

"Frédéric Belleau"

Senior Director Investment Fund