Brandes Investment Partners & Co.

Decision

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – relief granted under subsection 62(5) of the Securities Act to permit the extension of a prospectus lapse date by 95 days to facilitate the consolidation of the funds’ prospectus with the prospectus of different funds under common management – no conditions.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5).

December 3, 2024

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
BRANDES INVESTMENT PARTNERS & CO.
(the Filer)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer on behalf of GQG Partners Emerging Markets Quality Equity Fund and the T. Rowe Price U.S. Blue Chip Growth Fund (the Funds) for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) that the time limits for the renewal of the simplified prospectus of the Funds, dated February 16, 2024 (the Current Prospectus), be extended to the time limits that would apply as if the lapse date of the Current Prospectus was May 21, 2025 (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 for this application; and
  2. 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 Ontario, 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 incorporated under the laws of Nova Scotia with its registered head office in Toronto, Ontario. The Filer operates under the retail trade name Bridgehouse Asset Managers.
  2. The Filer is registered as: (a) an investment fund manager in Ontario, Québec, and Newfoundland and Labrador; (b) a portfolio manager in each of the Jurisdictions; (c) an exempt market dealer in each of the Jurisdictions, and (d) a commodity trading manager in Ontario.
  3. The Filer is the trustee and manager of the Funds. The Filer is also the manager of other mutual funds as listed in Schedule A (the Other Funds) that are offered in each of the Jurisdictions under a simplified prospectus with a lapse date of May 21, 2025.
  4. Neither the Filer nor the Funds are in default of securities legislation in any of the Jurisdictions.
The Funds
  1. The Funds are each (a) an open-ended mutual fund trust established under the laws of Ontario, and (b) a reporting issuer as defined in the securities legislation of each of the Jurisdictions.
  2. Securities of the Funds are currently qualified for distribution in each of the Jurisdictions under the Current Prospectus.
Lapse Date Relief
  1. Pursuant to subsection 62(1) of the Securities Act (Ontario) (the Act), the lapse date for the Current Prospectus is February 16, 2025 (the Current Lapse Date). Accordingly, under subsection 62(2) of the Act and National Instrument 81-101 Mutual Fund Prospectus Disclosure, the distribution of securities of the Funds would have to cease on the Current Lapse Date unless: (i) the Funds file a pro forma simplified prospectus at least 30 days prior to the Current Lapse Date; (ii) the final simplified prospectus is filed no later than 10 days after the Current Lapse Date; and (iii) a receipt for the final simplified prospectus is obtained within 20 days after the Current Lapse Date.
  2. The Filer wishes to combine the Current Prospectus with the simplified prospectus of the Other Funds in order to reduce renewal, printing and related costs and intends to file the pro forma simplified prospectus and final simplified prospectus of both the Funds and the Other Funds as though the lapse date of such funds is May 21, 2025. Offering the Funds under the same renewal simplified prospectus as the Other Funds would facilitate the distribution of the Funds in the Jurisdictions under the same prospectus and enable the Filer to streamline disclosure across the Filer’s fund platform. The Funds share many common operational and administrative features with the Other Funds and combining them in the same simplified prospectus will allow investors to more easily compare their features.
  3. The Filer may make changes to the features of the Other Funds as part of the process of renewing the Other Funds’ simplified prospectus. The ability to renew the Current Prospectus with the simplified prospectus of the Other Funds will ensure that the Filer can make the operational and administrative features of the Funds and the Other Funds consistent with each other, if necessary.
  4. If the Exemption Sought is not granted, it will be necessary to renew the Current Prospectus twice within a short period of time in order to consolidate the Current Prospectus with the simplified prospectus of the Other Funds, and it would be unreasonable for the Filer to incur the costs and expenses associated therewith, given investors would not be prejudiced by the Exemption Sought.
  5. There have been no material changes in the affairs of the Funds since the date of the Current Prospectus. Accordingly, the Current Prospectus and current fund facts document(s) of the Funds continue to provide accurate information regarding the Funds.
  6. Given the disclosure obligations of the Filer and the Funds, should any material change in the business, operations or affairs of the Funds occur, the Current Prospectus and current fund facts document(s) of the Funds will be amended as required under the Legislation.
  7. New investors of the Funds will receive delivery of the most recently filed fund facts document(s) of the Funds. The Current Prospectus of the Funds will remain available to investors upon request.
  8. The Exemption Sought will not affect the accuracy of the information contained in the Current Prospectus or the fund facts document(s) of the Funds, and therefore will not be prejudicial to the public interest.

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.

“Darren McKall”
Manager, Investment Management Division
Ontario Securities Commission

Application File #: 2024/0678
SEDAR+ File #: 6208847

Schedule A

Brandes Canadian Equity Fund

Brandes Canadian Money Market Fund

Brandes Corporate Focus Bond Fund

Brandes Emerging Markets Value Fund

Brandes Global Equity Fund

Brandes Global Opportunities Fund

Brandes Global Small Cap Equity Fund

Brandes International Equity Fund

Brandes U.S. Equity Fund

Bridgehouse Canadian Bond Fund

GQG Partners Global Quality Equity Fund

GQG Partners International Quality Equity Fund

GQG Partners U.S. Quality Equity Fund

Lazard Defensive Global Dividend Fund

Lazard Global Balanced Income Fund

Lazard Global Compounders Fund

Lazard International Compounders Fund

Nuveen Global Green Bond Fund

Sionna Canadian Equity Fund

Sionna Strategic Income Fund

Sionna Opportunities Fund

T. Rowe Price Global Allocation Fund