Goodwood Inc. (Re), 2025 CanLII 126516

December 4, 2025

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

GOODWOOD INC.

(the Filer)

AND

GOODWOOD CAPITAL FUND

(the Fund)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation):

(a) revoking and replacing the Previous Decision (as defined below);

(b) for approval pursuant to paragraph 5.5(1)(d) of National Instrument 81-102 Investment Funds (NI 81-102) to permit the Fund to maintain the suspension of the right of its unitholders to request that the Fund redeem their units of the Fund until the earlier of (i) the issuance of a press release confirming the Nour Subscription (as defined below) is completed, and (ii) December 31, 2025 (the Redemption Suspension Relief);

(c) for an exemption from the requirement in paragraph 14.2(3)(a) of National Instrument 81-106 Investment Funds Continuous Disclosure (NI 81-106) for the Fund to calculate its net asset value once a week during the period of suspension for the purposes of processing subscriptions and redemptions until the earlier of (i) the issuance of a press release confirming the Nour Subscription is completed, and (ii) December 31, 2025 (the NAV Suspension Relief); and

(d) for an exemption from the requirement in subsection 2.4(2) of NI 81-102 to permit the Fund to hold illiquid assets making up more than 15% of its net asset value (the Illiquid Asset Restriction) of the Fund (the Illiquid Asset Relief) until the earlier of (i) immediately following the closing of the Nour Client Subscription (as defined below), and (ii) December 31, 2025

(collectively, the Requested Relief).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a) the Ontario Securities Commission is the principal regulator for this application; and

(b) 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 other than the Jurisdiction (together with the Jurisdiction, the Jurisdictions).

Interpretation

Terms defined in MI 11-102, National Instrument 14-101 Definitions and 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

1. The Filer is a corporation incorporated under the laws of the Province of Ontario. The Filer’s head office is located in Oakville, Ontario.

2. The Filer is registered as an investment fund manager in Ontario, Quebec and Newfoundland and Labrador and as an investment dealer in Ontario, Quebec, British Columbia, Alberta and Nova Scotia.

3. The Filer is not in default of securities legislation in any of the Jurisdictions.

4. The Filer is the investment fund manager and portfolio adviser of the Fund.

The Fund

5. The Fund is an open-end mutual fund trust established under the laws of Ontario. The Fund was created pursuant to the provisions of a declaration of trust dated December 23, 1999. This declaration of trust was amended and restated as a trust agreement on January 27, 2006, and was further amended and restated on March 9, 2010 and June 11, 2014 (as amended from time to time, the Trust Agreement). Computershare Trust Company of Canada Inc. acts as trustee to the Fund pursuant to the terms of the Trust Agreement.

6. The investment objective of the Fund is to achieve capital appreciation by investing primarily in equity securities of North American companies over a broad range of industry sectors.

7. The Fund is a reporting issuer in each of the Jurisdictions.

8. The Fund does not currently distribute units to the public pursuant to a prospectus. However, following the Nour Subscription, the Filer intends to prospectus qualify the Fund to permit it to open for new subscriptions.

9. Other than during the period in which redemptions and the calculation of the Fund’s net asset value have been suspended pursuant to the Previous Decision, the Fund has calculated its net asset value on a weekly basis in accordance with paragraph 14.2(3)(a) of NI 81-106 and has been redeemable on a weekly and monthly basis.

10. The Fund is not in default of securities legislation in any of the Jurisdictions.

Termination of the Fund

11. The Filer originally obtained a decision dated January 30, 2025 to permit the Fund to suspend the redemption of units of the Fund and the calculation of the net asset value of the Fund for a period of 90 days until April 30, 2025 (the January Decision).

12. On April 16, 2025, the Filer convened a special meeting of unitholders of the Fund at which the unitholders voted to approve the termination of the Fund (the Unitholder Approval). Notwithstanding this approval, the resolution passed by the unitholders of the Fund also authorized the manager to delay or terminate the termination of the Fund if the Filer determined in its sole discretionary that it was necessary or desirable to do so.

13. Following obtaining the Unitholder Approval, the Filer commenced the liquidation of the assets of the Fund and distributed cash to unitholders of the Fund equal to approximately 82% of the net asset value of the Fund on April 25, 2025. The remaining assets of the Fund (other than cash retained for payment of expenses) are investments that constitute illiquid assets as such term is defined in NI 81-102 (the Illiquid Positions).

14. Despite actively working to liquidate or otherwise monetize the Illiquid Positions after obtaining the Unitholder Approval, the Filer was unable to do so prior to the expiry of the January Decision. Prior to the expiry of the January Decision, the Filer obtained another decision dated April 29, 2025 which revoked the January Decision, extended the Fund’s suspension of redemptions and net asset value calculations, and granted relief from the illiquid asset restriction in subsection 2.4(2) of NI 81-102, until December 31, 2025 or such earlier date as the Fund is terminated and liquidated (the Previous Decision).

15. Since obtaining the Previous Decision, the Filer has been actively working to liquidate or otherwise monetize the Illiquid Positions, and will continue to do so. However, it is expected that it will not be able to do so in respect of the Illiquid Positions, approximately $250,000 or 67% of the remaining net assets of the Fund, , by the expiry of the Previous Decision.

16. Absent the Requested Relief, the Filer would be required to terminate the Fund on or before December 31, 2025, which would require the Filer to dispose of the Illiquid Position at a materially discounted value or write down the value of the Illiquid Positions to zero in order to terminate the Fund. This means that the Fund would not be able to distribute any meaningful proceeds in respect of the Illiquid Positions.

Nour Private Management Inc. and Nour Private Wealth Inc.

17. Nour Private Management Inc. (NPMI) is a corporation incorporated under the laws of Canada. NPMI’s head office is located in Oakville, Ontario.

18. Nour Private Wealth Inc. (NPWI), an affiliate of NPMI, is registered as a mutual fund dealer and an investment dealer in each of the provinces of Canada.

19. The sole shareholder of the Filer, 1354037 Ontario Inc. (the Shareholder), intends to enter into an agreement (the Purchase Agreement) pursuant to which NPMI will acquire all of the issued and outstanding shares of the Filer from the Shareholder (the Transaction).

20. Upon obtaining the Requested Relief, Mr. Elie Nour, the Chief Executive Officer and sole director of NPMI, has agreed to complete a cash subscription for units of the Fund in an amount of at least $250,000 CAD (the Nour Subscription).

21. The Nour Subscription is intended to permit all existing unitholders in the Fund to redeem their units should they elect to redeem.

22. Upon obtaining the Requested Relief, the Filer intends to prospectus qualify the Fund to permit it to open for new subscriptions. NPWI will then invest client assets in the Fund, to the extent that doing so is in the best interests of its clients. Once these investments are completed, the Fund’s portfolio will be managed in accordance with the illiquid asset requirements set out in section 2.4 of NI 81-102, and such assets will be immediately deployed to allow the Fund to resume investing in line with its investment objectives.

23. Upon obtaining the Requested Relief, NPMI has agreed to complete the Nour Subscription in the Fund, on the conditions that:

(a) the Fund is not terminated,

(b) following the Nour Subscription, the Fund begins permitting redemptions and calculating its net asset value,

(c) on or about the time of the Nour Subscription, NPWI will be appointed to act as sub-adviser to the Filer in respect of the Fund; and

(d) following the Nour Subscription, the Fund is prospectus-qualified.

24. Upon obtaining the Requested Relief, the Filer intends to:

(a) shortly thereafter, provide notice to unitholders of the Fund advising them that the Fund will no longer terminate and that upon the completion of the anticipated Nour Subscription, unitholders will be permitted to redeem in the normal course, if desired. Unitholders will also be advised that the Fund will commence reinvesting its assets in accordance with its investment objectives;

(b) upon the completion of the Nour Subscription, issue a press release confirming the Nour Subscription has been completed and that redemptions and net asset valuation calculations have resumed. The Redemption Suspension Relief and the NAV Suspension Relief will expire upon the issuance of the press release;

(c) appoint NPWI to act as sub-adviser to the Filer in respect of the Fund;

(d) file a preliminary simplified prospectus for the Fund in accordance with the requirements of National Instrument 81-101 Mutual Fund Prospectus Disclosure and, immediately thereafter, file and obtain a receipt for a final simplified prospectus; and

(e) following the date on which a receipt for the final prospectus is issued and after NPWI invests certain managed account assets of its clients in the Fund (the Nour Client Subscription), invest the Fund’s portfolio in accordance with the illiquid asset requirements set out in section 2.4 of NI 81-102. These assets will also be immediately deployed to permit the Fund to recommence investing in accordance with its investment objectives.

25. Section 13.4 of NI 31-103 imposes obligations on a registered firm to address all material conflicts of interest between the firm and its clients in the best interest of its clients. NPWI intends to only invest managed account assets in the Fund where it is in the best interest of the client to do so. NPWI believes that there are a significant portion of clients who will benefit from the investment strategy deployed by the Fund. NPWI currently offers a managed account strategy that has an investment strategy that is substantially similar to the Fund that has certain account size minimums. These account size minimums are required in order to make the implementation of the strategy for the client economical for both the client and NPWI. Clients that will be invested in the Fund are client accounts that NPWI has identified as suitable for the managed account strategy currently implemented by NPWI but that do not meet the asset threshold to participate in the managed account strategy. Clients who will be invested in the Fund, which would be invested in a manner to align with the NPWI managed account strategy, would benefit from obtaining access to this strategy, which would otherwise not be available to them without meeting the minimums for account requirements. It is expected that this will also benefit clients by allowing them to have account assets invested in one vehicle, which simplifies client holdings.

26. It is anticipated that the majority of the client assets that will be invested in the Fund will be made by smaller registered plans (such as TFSA and RESP accounts). For registered accounts, reallocation of assets to the Fund would not trigger a taxable event and for non-registered accounts, such changes are expected to have a minimal tax consequence. Additionally, there are tax loss carryforwards available in the Fund that could benefit the tax outcome for clients holding non-registered accounts.

27. NPWI will only invest managed account assets in the Fund to the extent it is suitable for the client based on NPWI’s Know Your Client and Know Your Product processes. NPWI has conducted extensive due diligence on the Fund and alternative products in its assessment of client suitability and on an ongoing basis, NPWI will continue to maintain awareness of comparable non-proprietary products available in the market. To mitigate conflicts of interest, no compensation or incentive programs for NPWI employees or advisors will be tied to the sale or distribution of the Fund, and no sales charges, including front-end loads, will apply to NPWI’s client investments in the Fund. NPWI will continue to monitor the Fund’s strategy and assess suitability on an ongoing basis as required by applicable securities laws to ensure the investment remains suitable for such clients.

28. NPWI will provide prior notice to its clients regarding the conflict of interest in accordance with Section 13.4 of NI 31-103.

29. The independent review committee (“IRC”) of the Fund has provided a recommendation to the Filer that, after reasonable inquiry into the perceived conflict of interest, the Filer’s decision to abandon the termination and reopening the Fund achieves a fair and reasonable result for the Fund.

30. Other than as set out above, in the immediate term, the Fund will continue to be operated in accordance with historical practice. There are no proposed changes to the investment objectives or investment strategies. All existing service providers are expected to be maintained. There are no proposed changes to the IRC members. The policies and procedures applicable to the Fund are not expected to change other than in accordance with regular compliance updates in accordance with applicable law.

Requested Relief

31. The Trust Agreement requires the consent of the principal regulator to suspend the determination of the net asset value of the Fund. The Trust Agreement also provides that if the determination of the net asset value of the Fund is suspended, the right of a redeeming unitholder to have their units redeemed shall be similarly suspended. Accordingly, the Trust Agreement requires that the Requested Relief to suspend be obtained in order to suspend the determination of the net asset value of the Fund and redemptions from the Fund. The Filer intends to continue to determine the net asset value of the Fund for the purpose of processing distributions and otherwise on an as needed basis.

32. Section 10.6 of NI 81-102 only permits an investment fund subject to that instrument to suspend the right of securityholders to request that the investment fund redeem its securities for the whole or any part of a period during which normal trading is suspended on a stock exchange, options exchange or futures exchange within or outside Canada on which securities are listed and posted for trading, or on which specified derivatives are traded, if those securities or specified derivatives represent more than 50% by value, or underlying market exposure, of the total assets of the investment fund without allowance for liabilities and if those securities or specified derivatives are not traded on any other exchange that represents a reasonably practical alternative for the investment fund. The present facts do not permit the Filer to suspend redemptions on this basis.

33. Pursuant to paragraph 5.5(1)(d) of NI 81-102, the approval of the securities regulatory authority is required before an investment fund suspends, other than under section 10.6 of NI 81-102, the rights of securityholders to request that the investment fund redeem their securities.

34. The Previous Decision granted relief to permit the Fund to (i) suspend the redemption of units of the Fund and the calculation of the net asset value of the Fund until December 31, 2025 (or such earlier date as the Fund is terminated and liquidated), and (ii) to permit the Fund to hold illiquid assets making up more than 15% of its net asset value until December 31, 2025 (or such earlier date as the Fund is terminated and liquidated).

35. Absent the Requested Relief, the Filer would not be permitted to accept a subscription from Mr. Elie Nour, since it is a condition of the Previous Relief that the Fund will not distribute any further securities prior to its termination.

36. As the Fund will consist largely of Illiquid Positions until the Nour Client Subscription closes and the assets are reinvested in accordance with the Fund’s investment objective, the Fund continues to require an exemption from the Illiquid Asset Restriction until immediately following the closing of the Nour Client Subscription.

37. The Filer submits that issuing the Requested Relief is in the best interest of the unitholders of the Fund as it will enable the Fund to accept the Nour Subscription, which will then give the existing unitholders the opportunity to redeem their units and for the Fund to pay such unitholders redemption proceeds equal to their proportionate share of the Fund’s net asset value as at the applicable redemption date. This also provides the unitholders with the option of remaining in the Fund, if they desire.

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 Requested Relief is granted, provided that:

(a) the Redemption Suspension Relief and the NAV Suspension Relief shall expire upon the earlier of (i) the issuance of a press release confirming the Nour Subscription is completed, and (ii) December 31, 2025;

(b) the Illiquid Asset Relief shall expire upon the earlier of (i) immediately following the closing of the Nour Client Subscription, and (ii) December 31, 2025;

(c) the Fund will continue to meet its continuous disclosure obligations under NI 81-106 as well as all other applicable securities law obligations (as modified by the Requested Relief);

(d) the Filer will not earn and collect management fees from the Fund until following the expiry of the Redemption Suspension Relief and the NAV Suspension Relief;

(e) other than in connection with the Nour Subscription, the Fund will not distribute any further securities until following the expiry of the Redemption Suspension Relief and the NAV Suspension Relief;

(f) prior to the completion of the Nour Subscription, the Filer will provide notice to unitholders advising them that the Fund will no longer terminate, that a change of control in respect of the manager of the Fund is anticipated, and that the Nour Subscription will be completed on a specified date, following which unitholders will be permitted to redeem in the normal course, if desired;

(g) upon the closing of the Nour Subscription, the Filer will issue a press release confirming the Nour Subscription has been completed and that redemptions and net asset valuation calculations have resumed;

(h) prior to the expiration of the NAV Suspension Relief, the Filer will continue to determine the net asset value of the Fund for the purpose of processing the Nour Subscription and otherwise on an as needed basis; and

(i) the net asset value of the Fund will be provided on the Filer’s designated website on a timely basis.

“Darren McKall”

Darren McKall

Associate Vice President, Investment Management Division

Ontario Securities Commission

Application #2025/0655

SEDAR+ Project #6354657