Connor, Clark & Lunn Funds Inc.
Headnote
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Relief granted to mutual funds for an 8-day extension of the lapse date of their prospectus -- Extension will not affect the currency or accuracy of the information in the current prospectus.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5).
February 19, 2021
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 CONNOR, CLARK & LUNN FUNDS INC. (the Filer) AND CC&L ALTERNATIVE GLOBAL EQUITY FUND, CC&L ALTERNATIVE CANADIAN EQUITY FUND AND CC&L ALTERNATIVE INCOME FUND (the Funds)
DECISION
Background
The principal regulator in the Jurisdiction has received an application from the Filer on behalf of the Funds for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) that the time limit pertaining to filing the renewal prospectus of the Funds dated February 25, 2020 (the Current Prospectus) be extended to the time limits that would apply as if the lapse date was March 5, 2021 (the Exemption Sought).
Under National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):
(i) the Ontario Securities Commission is the principal regulator for this application; and
(ii) 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 (together with the Province of Ontario, the Canadian Jurisdictions).
Interpretation
Unless expressly defined herein, terms in this application have the respective meanings given to them in MI 11-102, National Instrument 14-101 Definitions and National Instrument 81-101 Mutual Fund Prospectus Disclosure.
Representations
This decision is based on the following facts represented by the Filer:
1. The Filer is a corporation incorporated under the Canada Business Corporations Act and is registered as an Investment Fund Manager in Ontario, Québec and Newfoundland and Labrador and as a dealer in the category of Exempt Market Dealer in Ontario, British Columbia, Alberta, Saskatchewan, Manitoba, Québec, Nova Scotia, Newfoundland and Labrador and Prince Edward Island. The head office of the Filer is located in in Toronto, Ontario.
2. The Filer is the manager of the Funds, as well as the PCJ Absolute Return II Fund (the New Fund).
3. Each of the Funds was established as an open-end unit trust under the laws of Ontario pursuant to separate supplemental trust agreements between the Manager and RBC Investor Services Trust (the Trustee) each dated as of January 2, 2019.
4. The New Fund was established as an open-end unit trust under the laws of Ontario pursuant to a supplemental trust agreement between the Manager and the Trustee dated as of January 2, 2021.
5. Each of the Funds is a reporting issuer in each of the Canadian Jurisdictions.
6. Neither the Filer nor any of the Funds are in default of the Legislation.
7. The units of the Funds are currently distributed to the public in the Canadian Jurisdictions pursuant to the Current Prospectus. The lapse date for the Current Prospectus under the Legislation is February 25, 2021 (the Lapse Date).
8. In order to continue the distribution of units of the Funds for a further 12 months from the Lapse Date, under subsection 62(2) of the Legislation, a pro forma simplified prospectus must be filed no less than 30 days before the Lapse Date, such date being January 26, 2021 (the Pro Forma Filing Deadline), and the final simplified prospectus would be required to be filed no later than 10 days after the Lapse Date.
9. Primarily due to an inadvertent miscalculation of the Pro Forma Filing Deadline, the Filer filed the renewal prospectus for the Funds and a preliminary simplified prospectus for the New Fund on January 27, 2021, one day after the Pro Forma Filing Deadline, in each of the Jurisdictions. As a result, the Filer is required to file the Final Prospectus for the Funds by the Lapse Date.
10. If the Exemption Sought is not granted, the Filer will incur additional costs in order to finalize and file the Final Prospectus on the Lapse Date.
11. The Filer will also realize significant administrative and operational efficiencies in relation to the Funds and its other publicly offered investment funds if the Final Prospectus is filed on March 5, 2021.
12. The Filer respectfully submits that granting the Exemption Sought is not prejudicial to the public interest as it will not affect the accuracy of the information contained in the Current Prospectus or the fund facts document(s) of the Funds, no investor harm was caused by the delay, nor was the length of the delay from the Pro Forma Filing Deadline material.
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.