Mackenzie Financial Corporation and The Funds
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 44 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).
June 13, 2023
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 MACKENZIE FINANCIAL CORPORATION (the Filer) AND IN THE MATTER OF THE FUNDS LISTED IN SCHEDULE A (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 (the Legislation) that the time limits for the renewal of the simplified prospectus and fund facts for the Funds dated August 15, 2022 (the Prospectus) be extended to those time limits that would apply if the lapse date of the Prospectus was September 29, 2023 (the Exemption Sought).
Under the 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 British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Northwest Territories, Yukon Territory, and Nunavut (together with the Jurisdiction, the Canadian Jurisdictions).
Interpretation
Terms defined in National Instrument 14-101 Definitions, MI 11-102, NI 81-101 Mutual Fund Prospectus Disclosure (NI 81-101), and National Instrument 81-102 Investment Funds (NI 81-102) 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 and The Funds
1. The Filer is a corporation amalgamated under the laws of Ontario with its head office in Toronto, Ontario.
2. The Filer is registered as an investment fund manager, portfolio manager, exempt market dealer, and commodity trading manager in Ontario. The Filer is also registered as a portfolio manager and exempt market dealer in the other Canadian Jurisdictions, as an investment fund manager in Newfoundland and Labrador and Québec, and as an advisor in Manitoba.
3. The Filer is the investment fund manager, trustee, and portfolio manager of each of the Funds.
4. Each Fund is an open-ended mutual fund trust established under the laws of Ontario, is a reporting issuer as defined in the securities legislation of each of the Canadian Jurisdictions and is subject to NI 81-102.
5. Securities of each of the Funds are currently distributed in Canadian Jurisdictions pursuant to their respective simplified prospectus, fund facts, and annual information form prepared in accordance with NI 81-101.
6. Neither the Filer nor any of the Funds are in default of securities legislation in any of the Canadian Jurisdictions.
Reasons for the Exemption Sought
7. Pursuant to subsection 62(1) of the Securities Act (Ontario) (the Act), the lapse date of the Prospectus is August 15, 2023 (the Current Lapse Date). Accordingly, under subsections 2.5(3) and 2.5(4) of NI 81-101 and subsection 62(2) of the Act, the distribution of securities of each Fund would have to cease on the Current Lapse Date unless: (i) the Funds file a pro forma simplified prospectus within 30 days before the Current Lapse Date; (ii) the final simplified prospectus is filed within 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.
8. The Filer is also the investment fund manager of 93 other mutual funds listed in Schedule B (the September Funds) that currently distribute their securities under a simplified prospectus and fund facts prepared in accordance with NI 81-101 with a lapse date of September 29, 2023 (the September Prospectus).
9. The Filer wishes to combine the Prospectus with the September Prospctus in order to reduce renewal, printing, and related costs.
10. Offering the Funds and the September Funds under one prospectus would facilitate the distribution of the Funds in the Canadian 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 September Funds and combining them under one prospectus (as opposed to two) will allow investors to compare their features more easily.
11. It would be impractical to alter and modify all the dedicated systems, procedures, and resources required to prepare the much larger September Prospectus and unreasonable to incur the costs and expenses associated therewith, so that the September Prospectus can be filed earlier to consolidate with the Prospectus.
12. If the Exemption Sought is not granted, it will be necessary to renew the Prospectus twice within a short period of time in order to consolidate the Prospectus with the September Prospectus.
13. The Filer may make minor changes to the features of the Funds as part of the Prospectus. The ability to consolidate the Prospectus with the September Prospectus will ensure that the Filer can make the operational and administrative features of the respective funds in the prospectuses consistent with each other.
14. There have been no amendments to the Prospectus or any material changes in the affairs of the Funds since the date of the Prospectus. Accordingly, the Prospectus of the Funds represent current information regarding the Funds.
15. Given the disclosure obligations of the Funds, should a material change in the affairs of any of the Funds occur, the Prospectus will be amended as required under the Legislation.
16. New investors of the Funds will receive delivery of the most recently filed fund facts document(s) of the applicable Fund(s). The Prospectus will still be available upon request.
17. The Exemption Sought will not affect the accuracy of the information contained in the Prospectus 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 Funds and Structured Products
Ontario Securities Commission
Application File #: 2023/0229
SCHEDULE A
THE FUNDS
Mackenzie USD US Mid Cap Opportunities Fund
Mackenzie Inflation-Focused Fund
SCHEDULE B
THE SEPTEMBER FUNDS
Mackenzie Alternative Enhanced Yield Fund
Mackenzie Balanced ETF Portfolio
Mackenzie Betterworld Canadian Equity Fund
Mackenzie Betterworld Global Equity Fund
Mackenzie Bluewater Canadian Growth Balanced Fund
Mackenzie Bluewater Canadian Growth Fund
Mackenzie Bluewater Global Growth Balanced Fund
Mackenzie Bluewater Global Growth Fund
Mackenzie Bluewater Next Gen Growth Fund
Mackenzie Bluewater North American Balanced Fund
Mackenzie Bluewater North American Equity Fund
Mackenzie Bluewater US Growth Fund
Mackenzie Canadian Bond Fund
Mackenzie Canadian Dividend Fund
Mackenzie Canadian Equity Fund
Mackenzie Canadian Money Market Fund
Mackenzie Canadian Short Term Income Fund
Mackenzie Canadian Small Cap Fund
Mackenzie ChinaAMC All China Bond Fund
Mackenzie ChinaAMC All China Equity Fund
Mackenzie ChinaAMC Multi-Asset Fund
Mackenzie Conservative ETF Portfolio
Mackenzie Conservative Income ETF Portfolio
Mackenzie Corporate Bond Fund
Mackenzie Credit Absolute Return Fund
Mackenzie Cundill Canadian Balanced Fund
Mackenzie Cundill Canadian Security Fund
Mackenzie Cundill Value Fund
Mackenzie Diversified Alternatives Fund
Mackenzie Emerging Markets Fund
Mackenzie Floating Rate Income Fund
Mackenzie Global Dividend Fund
Mackenzie Global Equity Fund
Mackenzie Global Green Bond Fund
Mackenzie Global Macro Fund
Mackenzie Global Resource Fund
Mackenzie Global Small-Mid Cap Fund
Mackenzie Global Strategic Income Fund
Mackenzie Global Sustainable Balanced Fund
Mackenzie Global Sustainable Bond Fund
Mackenzie Global Sustainable High Yield Bond Fund
Mackenzie Global Tactical Bond Fund
Mackenzie Global Women's Leadership Fund
Mackenzie Gold Bullion Fund
Mackenzie Greenchip Global Environmental All Cap Fund
Mackenzie Greenchip Global Environmental Balanced Fund
Mackenzie Growth ETF Portfolio
Mackenzie Income Fund
Mackenzie International Dividend Fund
Mackenzie Ivy Canadian Balanced Fund
Mackenzie Ivy Canadian Fund
Mackenzie Ivy European Fund
Mackenzie Ivy Foreign Equity Currency Neutral Fund
Mackenzie Ivy Foreign Equity Fund
Mackenzie Ivy Global Balanced Fund
Mackenzie Ivy International Fund
Mackenzie Maximum Diversification All World Developed ex North America Index Fund
Mackenzie Maximum Diversification All World Developed Index Fund
Mackenzie Maximum Diversification Canada Index Fund
Mackenzie Maximum Diversification Developed Europe Index Fund
Mackenzie Maximum Diversification Emerging Markets Index Fund
Mackenzie Maximum Diversification Global Multi-Asset Fund
Mackenzie Maximum Diversification US Index Fund
Mackenzie Moderate Growth ETF Portfolio
Mackenzie Monthly Income Balanced Portfolio
Mackenzie Monthly Income Conservative Portfolio
Mackenzie Monthly Income Growth Portfolio
Mackenzie Multi-Strategy Absolute Return Fund
Mackenzie North American Corporate Bond Fund
Mackenzie Precious Metals Fund
Mackenzie Private Equity Replication Fund
Mackenzie Private Global Income Balanced Pool
Mackenzie Private Income Balanced Pool
Mackenzie Strategic Bond Fund
Mackenzie Strategic Income Fund
Mackenzie Tax-Managed Global Equity Fund
Mackenzie Unconstrained Fixed Income Fund
Mackenzie US All Cap Growth Fund
Mackenzie US Dividend Fund
Mackenzie US Mid Cap Opportunities Currency Neutral Fund
Mackenzie US Mid Cap Opportunities Fund
Mackenzie US Small-Mid Cap Growth Currency Neutral Fund
Mackenzie US Small-Mid Cap Growth Fund
Mackenzie USD Global Strategic Income Fund
Mackenzie USD Ultra Short Duration Income Fund
Mackenzie USD Unconstrained Fixed Income Fund
Symmetry Balanced Portfolio
Symmetry Conservative Income Portfolio
Symmetry Conservative Portfolio
Symmetry Equity Portfolio
Symmetry Fixed Income Portfolio
Symmetry Growth Portfolio
Symmetry Moderate Growth Portfolio