Regulation to amend Regulation 81-102 respecting Investment Funds

REGULATION TO AMEND REGULATION 81-102 RESPECTING INVESTMENT FUNDS Securities Act (chapter V-1.1, s. 331.1, par. (1), (8) and (16))

1. Section 5.3 of Regulation 81-102 respecting Investment Funds (chapter V-1.1, r. 39) is
   amended, in paragraph (2):
   (1) by replacing subparagraph (iii) of subparagraph (a) with the following:
   “(iii) all of the following apply to the reorganization or transfer of assets of the investment fund:
   (A) subparagraph 5.6(1)(a)(i), clause 5.6(1)(a)(ii)(A), subparagraph 5.6(1)(a)(iii) and subparagraph 5.6(1)(a)(iv); (B) subparagraph 5.6(1)(b)(i); (C) paragraph 5.6(1)(c); (D) paragraph 5.6(1)(d); (E) paragraph 5.6(1)(g); (F) paragraph 5.6(1)(h); (G) paragraph 5.6(1)(i); (H) paragraph 5.6(1)(j); (I) paragraph 5.6(1)(k);”; (2) by replacing, in the French text of subparagraph (ii) of subparagraph (b) of paragraph (2), « Loi de l’impôt sur le revenu (L.R.C. 1985, c. 1 (5e suppl)) » with « LIR ».
2. Section 5.6 of the Regulation is amended, in paragraph (1):
   (1) by replacing subparagraph (a) with the following:
   “(a) the investment fund is being reorganized with, or its assets are being transferred to, another investment fund to which this Regulation applies, and all of the following apply:
   (i) the other investment fund is managed by the manager, or an affiliate of the manager, of the investment fund; (ii) either of the following apply:
   (A) a reasonable person would consider the other investment fund to have substantially similar fundamental investment objectives and valuation procedures, and a substantially similar fee structure, to those of the investment fund; (B) if the other investment fund has different fundamental investment objectives or valuation procedures or a different fee structure, the following apply:
   (I) the manager reasonably believes that the transaction is in the best interests of the investment fund despite the differences; (II) the circular referred to in subparagraph (f)(i) includes disclosure of the differences and explains why the manager is of the belief that the transaction is in the best interests of the investment fund despite the differences;

(iii) the other investment fund is not in default of any requirement of securities legislation; (iv) the other investment fund is a reporting issuer in the local jurisdiction and, if it is a mutual fund, has a current prospectus in the local jurisdiction;”; (2) by replacing subparagraph (b) with the following:
“(b) either of the following apply:
(i) the transaction is a “qualifying exchange” within the meaning of
section 132.2 of the ITA or is a tax-deferred transaction under subsection 85(1), 85.1(1), 86(1) or
87(1) of the ITA;
(ii) if the transaction is not a “qualifying exchange” within the meaning of section 132.2 of the ITA or a tax-deferred transaction under subsection 85(1), 85.1(1), 86(1) or 87(1) of the ITA, the following apply:
(A) the manager reasonably believes that the transaction is in the best interests of the investment fund despite the tax treatment of the transaction; (B) the circular referred to in subparagraph (f)(i) (I) discloses that the transaction is not a “qualifying exchange” within the meaning of section 132.2 of the ITA or a tax-deferred transaction under subsection 85(1), 85.1(1), 86(1) or 87(1) of the ITA, (II) discloses the reason why the transaction is not structured so that subparagraph (i) applies, and (III) explains why the manager is of the belief that the transaction is in the best interests of the investment fund despite the tax treatment of the transaction;”.
3. Effective Date
(1) This Regulation comes into force on 5 January 2022.
(2) In Saskatchewan, despite paragraph (1), if this Regulation is filed with the Registrar of Regulations after 5 January 2022, this Regulation comes into force on the day on which it is filed with the Registrar of Regulations.