R.E.G.A.R. Gestion Privée Inc.
Headnote
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdiction -- Relief granted under subsection 62(5) of the Securities Act to mutual funds for extension of the lapse date of their prospectuses -- Extension of the lapse date of the simplified prospectus until completion of mergers of the funds.
Applicable Legislative Provisions
Securities Act (Ontario), R.S.O. 1990, c. S.5, as am., s. 62(5).
March 14, 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 R.E.G.A.R. GESTION PRIVÉE INC. (the "Filer")
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 pursuant section 2.5 of Regulation 81-101 respecting Mutual Fund Prospectus Disclosure, CQLR c. V-1.1, r. 38 ("Regulation 81-101") and Subsection 62(5) of the Securities Act, R.S.O. 1990, c. S.5 ("Security Act") to extend the time limits for the filing of the pro forma prospectus to the time limit that would be applicable if the lapse date was May 15, 2022 (the Exemption Sought).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application):
a) the Autorité des marchés financiers is the principal regulator for this application,
b) the Filer has provided notice that section 4.7(1) of Regulation 11-102 respecting Passport System, CQLR c. V-1.1, r. 1 ("Regulation 11-102") is intended to be relied upon in Financial and Consumer Services Commission of New Brunswick, (collectively with the Jurisdictions, the Applicable Jurisdictions)
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, CQLR c. V-1.1, r. 3 and Regulation 11-102, Regulation 81-101, and Regulation 81-106 respecting Investment Fund Continuous Disclosure, CQLR c. V-1.1, r.42 ("Regulation 81-106") 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 established under the laws of Québec, and the head office of the Filer is in Québec, Québec.
2. The Filer is the manager for the RGP Global Sector Fund, the Sectorwise Conservative Portfolio, the Sectorwise Balanced Portfolio, the Sectorwise Growth Portfolio, the GreenWise Conservative Portfolio, the GreenWise Balanced Portfolio, the GreenWise Growth Portfolio and the RGP Global Sector Class (the "Funds").
3. The Filer is registered as an investment fund manager and portfolio manager in the Jurisdictions.
The Funds
4. Each of the Fund is a reporting issuer in Québec, Ontario and New Brunswick.
5. Neither the Filer nor any of the Funds are in default under securities legislation in any of the Applicable Jurisdictions.
6. Each of the Fund is a mutual fund pursuant to the meaning of Regulation 81-101 and is distributing securities through a prospectus respecting the provisions of Regulation 81-101.
7. The securities for the Funds are currently distributed to the public in Québec, Ontario and New Brunswick pursuant to a simplified prospectus dated April 15, 2021 as amended by amendment no. 1 dated January 24, 2022 and related annual information form and fund facts (the Current Offering Documents).
8. Pursuant to section 2.5 of Regulation 81-101 and subsection 62(1) of the Securities Act, the lapse date for the distribution of securities under the Current Offering Documents is April 15, 2022 (the Lapse Date).
Reasons for Exemption Sought
9. On March 23, 2022, the Filer will hold a special meeting of each of RGP Global Sector Fund, the RGP Global Sector Class, the GreenWise Conservative Portfolio, the GreenWise Balanced Portfolio, and the GreenWise Growth Portfolio (collectively, the Special Meetings) regarding the approval by securityholders of changes in investment objectives ("Changes in Investment Objective"), as announced on January 14, 2022.
10. The Filer wishes to include in the pro forma prospectus and related documents, subject to securityholder approval during the Special Meetings, the Changes in Investment Objective.
11. The fiscal year-end of the Funds is December 31 and, pursuant to sections 2.2 and 4.2 of Regulation 81-106, the annual financial statements and management report of fund performance are required to be filed on or before the 90th day after the Funds' most recently completed financial year.
12. Concurrently with the filing of the pro forma prospectus, the Filer must proceed, for each Funds, with the filling of a fund fact that complies with Regulation 81-101, including the requirements to provide the management expense ratio disclosed in the most recently filed management report of fund performance for each Fund.
13. The most recently filed management report of fund performance for each Fund is the interim management report of fund performance for the period from January 1, 2021 to June 30, 2021.
14. It would be more efficient and cost effective to extend the time limits provided by subsection 2.5 of Regulation 81-101 and subsection 62(2) of the Securities Act to the Exemption Sought.
15. The Filer submits the Exemption Sought will not affect the general accuracy of the information contained in the Current Offering Documents and therefore will not be prejudicial to the public interest.
16. Given the disclosure obligations of the Funds, should any material changes occur, the Current Offering Documents will be amended as required under the applicable legislation.
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.