December 12, 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 AGF INVESTMENTS INC. (the Filer)

AND

IN THE MATTER OF THE TOP FUNDS (as defined below)

DECISION

Background

The principal regulator in the Jurisdiction has received an application (the Application) from AGF Investments Inc. (AGFI) and its affiliates (AGFI, together with its affiliated registered investment fund managers and/or affiliated registered portfolio managers, as applicable, the Filer) on their behalf and on behalf of investment funds managed by the Filer that are reporting issuers subject to National Instrument 81-102 Investment Funds (NI 81-102) and National Instrument 81-107 Independent Review Committee for Investment Funds (NI 81-107) (the Existing Public Top Funds) and investment funds managed by the Filer that are not reporting issuers subject to NI 81-102 and NI 81-107 (the Existing Private Top Funds, together with the Existing Public Top Funds, the Existing Top Funds) and any future investment fund managed by the Filer that is, or will be, a reporting issuer and that is subject to NI 81-102 and NI 81-107 (the Future Public Top Funds, and together with the Existing Public Top Funds, the Public Top Funds) or is not, or will not be, a reporting issuer subject to NI 81-102 and NI 81-107 (the Future Private Top Funds, together with the Existing Private Top Funds, the Private Top Funds, and the Private Top Funds together with the Public Top Funds, the Top Funds) for a decision under the securities legislation of the Jurisdiction (the Legislation), with respect to a Top Fund investing a portion of its assets in AGF NHC Tactical Alpha Fund (the Canadian Feeder Trust), which is an investment fund managed by AGFI:

1. Exempting the Public Top Funds from the following prohibitions in NI 81-102:

(a) section 2.5(2)(a) of NI 81-102, which prohibits an investment fund from purchasing or holding a security of another investment fund unless, if the investment fund is a mutual fund, other than an alternative mutual fund, either of the following applies:

(i) the other investment fund is a mutual fund, other than an alternative mutual fund, that is subject to NI 81-102;

(ii) the other investment fund is an alternative mutual fund or a non-redeemable investment fund that is subject to NI 81-102 and, at the time of the purchase of that security, the investment fund holds no more than 10% of its net asset value (NAV) in securities of alternative mutual funds and non-redeemable investment funds;

(b) section 2.5(2)(b) of NI 81-102, which prohibits an investment fund from purchasing or holding a security of another investment fund unless at the time of the purchase of that security, the other investment fund holds no more than 10% of its NAV in securities of other investment funds;

(c) section 2.5(2)(c) of NI 81-102, which prohibits an investment fund from purchasing or holding a security of another investment fund unless the other investment fund is a reporting issuer in a jurisdiction

(collectively, the NI 81-102 Relief);

2. Exempting the Private Top Funds from the following restriction in the Securities Act (Ontario):

(a) Paragraph 111(2)(b), which prohibits an investment fund from knowingly making an investment in a person or company in which the investment fund, alone or together with one or more related investment funds, is a substantial security holder;

(b) Paragraph 111(2)(c), which prohibits an investment fund from knowingly making an investment in an issuer in which any of the following has a significant interest:

(i) any officer or director of the investment fund, its management company or distribution company or an associate of any of them; or

(ii) any person or company who is a substantial security holder of the investment fund, its management company or its distribution company; and

(c) Paragraph 111(4), which prohibits an investment fund, its management company or its distribution company from knowingly holding an investment described in paragraph (a) or (b) above

(collectively, the Related Issuer Relief); and

3. Exempting the Filer, with respect to the Private Top Funds investing in the Canadian Feeder Trust, from the restriction in paragraph 13.5(2)(a) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103) that prohibits a registered adviser from knowingly causing an investment portfolio managed by it, including an investment fund for which it acts as adviser, to invest in securities of any issuer in which a responsible person or an associate of a responsible person is a partner, officer or director, unless the fact is disclosed to the client and the written consent of the client to the investment is obtained before the purchase (the Consent Relief).

The NI 81-102 Relief, Related Issuer Relief and Consent Relief are collectively referred to as the Exemption Sought.

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

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

(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Québec, Prince Edward Island, Saskatchewan and Yukon (together with Ontario, the Jurisdictions).

Interpretation

Terms defined in National Instrument 14-101 Definitions (NI 14-101), MI 11-102, NI 81-102 and NI 81-107 have the same meaning if used in this decision, unless otherwise defined.

Representations

The Filer and New Holland Capital LLC (NHC)

1. AGFI is a corporation amalgamated under the laws of the Province of Ontario, with its head office located in Toronto, Ontario. AGFI and its affiliates are each directly or indirectly wholly owned by AGF Management Limited.

2. AGFI is registered in the categories of (a) exempt market dealer in the Provinces of Alberta, British Columbia, Manitoba, Ontario, Quebec and Saskatchewan, (b) portfolio manager in each of the provinces and territories of Canada, (c) investment fund manager in the Provinces of Alberta, British Columbia, Newfoundland and Labrador, Ontario and Quebec, and (d) commodity trading manager in the Province of Ontario.

3. AGFI is the manager of the Existing Top Funds.

4. AGFI or an affiliate of AGFI will be the manager or portfolio manager of any Future Public Top Funds and any Future Private Top Funds (together, the Future Top Funds). To the extent that AGFI or an affiliate of AGFI is the manager or portfolio manager of any Future Top Fund, the representations set out in this decision will apply to the same extent to such Future Top Fund and AGFI or its affiliates.

5. AGFI is the manager and trustee of the Canadian Feeder Trust, a fund that achieves its investment objective by investing substantially all of its investable assets in New Holland Tactical Alpha Offshore Fund Ltd., a Cayman Islands exempted company (the Cayman Feeder Fund), which in turn invests substantially all of its investable assets in New Holland Tactical Alpha Master Fund LP, a Cayman Islands exempted limited partnership (the Cayman Master Fund). The Cayman Master Fund currently invests all of its investable assets in the New Holland Tactical Alpha Fund LP (the Trading Fund), which acts as the main trading vehicle of the underlying fund structure.

6. NHC is a Delaware limited liability company and is the manager of the Cayman Feeder Fund, the Cayman Master Fund, and the Trading Fund.

7. NHC is registered with the U.S. Securities and Exchange Commission as an investment adviser under the U.S. Investment Advisers Act of 1940, as amended.

8. The Filer and its affiliates are not currently affiliates or associates of NHC, but an affiliate of the Filer holds an indirect economic interest in NHC which is convertible into equity securities representing up to a 67% indirect ownership interest in NHC.

9. No officers or directors of the Filer serve as officers or directors of NHC. Ken Tsang and Ashley Lawrence, both of whom are officers of the Filer, currently serve as members of the board of managers of NHC Intermediate Partners LLC, the parent company of NHC. However, neither Mr. Tsang nor Mr. Lawrence holds any voting rights in such capacity, as voting rights are tied to ownership interests, and the Filer’s affiliate presently holds no equity interest in NHC Intermediate Partners LLC.

10. AGFI and any of its affiliates who intend to rely on a decision in respect of the Exemption Sought, if granted, are currently registered as investment fund managers and/or portfolio managers for any of the Existing Top Funds and are not in default of securities legislation in any Jurisdiction.

The Public Top Funds

11. A Public Top Fund is or will be an investment fund to which NI 81-102 applies subject to any exemptions therefrom that have been or may be granted by securities regulatory authorities.

12. Each Public Top Fund is, or will be, a reporting issuer under the securities legislation of one or more Jurisdictions.

13. The securities of each of the Public Top Funds are, or will be, qualified for distribution in one or more of the Jurisdictions and distributed to investors pursuant to a prospectus prepared in accordance with National Instrument 81-101 Mutual Fund Prospectus Disclosure.

14. Each Public Top Fund may wish to invest in securities of the Canadian Feeder Trust, provided the investment is consistent with the Public Top Fund’s investment objectives and strategies.

15. Each Public Top Fund is, or will be, valued and redeemable daily.

16. Each Public Top Fund is subject to NI 81-107 and the Filer has established an independent review committee (IRC) in order to review conflict of interest matters pertaining to its management of the Public Top Funds as required by NI 81-107.

17. None of the Existing Public Top Funds is in default of securities legislation in any of the Jurisdictions.

The Private Top Funds

18. Each Private Top Fund is an investment fund as defined in securities legislation.

19. None of the Private Top Funds is, or will be, a reporting issuer under the securities legislation of any Jurisdiction, nor generally subject to NI 81-102.

20. The securities of each Private Top Fund are, or will be, distributed solely to investors pursuant to exemptions from the prospectus requirements in accordance with National Instrument 45-106 Prospectus Exemptions (NI 45-106) and the securities legislation of one or more Jurisdictions.

21. Each Private Top Fund has, or will have, an offering memorandum, investment product sheet or statement of investment policies and guidelines, which is provided to investors (the Offering Document).

22. Each Private Top Fund may wish to invest in securities of the Canadian Feeder Trust, provided the investment is consistent with the Private Top Fund’s investment objectives and strategies.

23. Each Private Top Fund is, or will be, valued daily or at least weekly, and redeemable daily subject to notice provisions as applicable.

24. None of the Existing Private Top Funds is in default of securities legislation in any of the Jurisdictions.

The Canadian Feeder Trust

25. The Canadian Feeder Trust is an open-ended trust formed under the laws of the Province of Ontario pursuant to and governed by a master declaration of trust dated January 15, 2025, as may be further amended from time to time.

26. The Canadian Feeder Trust has been formed to invest substantially all of its investable assets, directly or indirectly, in the Cayman Feeder Fund managed by NHC.

27. The Canadian Feeder Trust’s investment objective is to generate attractive risk-adjusted returns across market regimes while maintaining low beta to traditional asset classes.

28. The Canadian Feeder Trust is a not a reporting issuer in any jurisdiction of Canada.

29. Securities of the Canadian Feeder Trust are distributed solely to investors pursuant to exemptions from the prospectus requirements in accordance with NI 45-106 or the Legislation, as applicable.

30. The Canadian Feeder Trust has an Offering Document which is provided to investors.

31. The Canadian Feeder Trust is an “investment fund” as such term is defined under Canadian securities legislation.

32. Securities of the Canadian Feeder Trust are valued monthly, and redeemable monthly at a redemption price equal to the NAV per unit on the applicable redemption date, although redemptions may be subject to lock-up periods, early redemption penalties, and limitations on redemptions. The Canadian Feeder Trust may redeem fewer units for cash than have been requested to be redeemed from the Canadian Feeder Trust on any redemption date to the extent the Canadian Feeder Trust has received redemption requests aggregating to 6% or more of its NAV. In such case, the affected units will be redeemed at a redemption price per unit equal to 95% of the NAV per unit as at the applicable redemption date and such redemption price shall be paid in redemption notes. Unitholders have the option to instruct the Canadian Feeder Trust not to deliver redemption notes to satisfy the payment of proceeds of redemption by indicating in the redemption notice that such unitholder wishes to retract all or the portion of the redemption notice that would have been satisfied through the issuance of redemption notes. Redemption notes means unsecured subordinated promissory notes in a principal amount equal to 95% of the applicable NAV per unit as at the applicable redemption date, times the number of units subject to any redemption restrictions, bearing interest at a market rate determined by the Filer, having a maturity date to be determined by the Filer up to a maximum of 5 years from the date of issuance of the redemption note, and payable monthly with no restrictions on prepayment. Accordingly, the securities of the Canadian Feeder Trust are generally considered “illiquid assets” within the meaning of NI 81-102 for being restricted securities.

33. The Canadian Feeder Trust is not in default of the securities legislation of any Jurisdiction.

34. No Top Fund will actively participate in the business or operations of the Canadian Feeder Trust.

The Cayman Feeder Fund

35. The Cayman Feeder Fund is an exempted company incorporated under the provisions of the Companies Act (As Revised) of the Cayman Islands on May 19, 2022. The Cayman Feeder Fund is managed by NHC.

36. The Cayman Feeder Fund has been formed to invest substantially all of its investable assets, directly or indirectly, in the Cayman Master Fund, managed by NHC.

37. The investment objective of the Cayman Feeder Fund is to develop and actively manage a leveraged investment portfolio that is intended to produce attractive risk-adjusted returns with low beta to traditional asset classes.

38. The Cayman Feeder Fund is not a reporting issuer in any jurisdiction of Canada.

39. To the extent securities of the Cayman Feeder Fund are sold to Canadian investors, including the Canadian Feeder Trust, securities of the Cayman Feeder Fund will be distributed solely pursuant to exemptions from the prospectus requirements in accordance with NI 45-106 or the Legislation, as applicable.

40. The Cayman Feeder Fund is an “investment fund” as such term is defined under Canadian securities legislation.

41. The Cayman Feeder Fund is not in default of the securities legislation of any Jurisdiction.

42. No Top Fund nor the Canadian Feeder Trust will actively participate in the business or operations of the Cayman Feeder Fund.

The Cayman Master Fund and the Trading Fund

43. The Cayman Master Fund is an exempted limited partnership registered under the Exempted Limited Partnership Act (As Revised) of the Cayman Islands on May 19, 2022. The Cayman Master Fund is managed by NHC.

44. The investment objective of the Cayman Master Fund is to develop and actively manage a leveraged investment portfolio that is intended to produce attractive risk-adjusted returns with low beta to traditional asset classes.

45. The Cayman Master Fund directly or indirectly allocates its assets among a select group of trading advisors or investment managers, which will invest or trade in a wide range of securities and other instruments (including equities and fixed income securities, structured products, currencies, commodities, futures contracts, options and other derivatives, listed or unlisted, rated or unrated), generally through separate managed accounts or similar arrangements, and, where determined by NHC to be in the best interest of the Caymen Master Fund, in commingled pooled investment vehicles advised by trading advisors. Some of such trading advisors and investment managers may be controlled by or under common control with NHC or the Filer.

46. The Cayman Master Fund currently invests all of its investable assets in the Trading Fund. The Trading Fund invests or trades in a wide range of securities and other instruments (including, but not limited to, equities and fixed income securities, structured products, currencies, commodities, futures contracts, options and other derivative instruments which may be listed or unlisted and rated or unrated) generally through separately managed accounts or similar arrangements. The Trading Fund is expected to develop new types of investment strategies, and is expected to seek to capitalize on attractive opportunities as markets change, wherever they might be. Therefore, the full range of instruments, industries, contracts and markets in which the Trading Fund will take positions over time cannot be specified with precision, but may include, without limitation, strategies such as: arbitrage and event; quantitative equity; quantitative macro; commodities; equity long/short; trend following; credit relative value; fixed income relative value; and other special situations. The Trading Fund holds investments directly or through wholly-owned subsidiaries established for tax, regulatory, or risk management purposes.

47. The Trading Fund is a Cayman Islands exempted limited partnership governed by an amended and restated limited partnership agreement dated August 1, 2022.

48. If the Exemption Sought is granted, the Trading Fund will hold no more than 10% of its NAV in securities of other investment funds.

49. The value of the portfolio assets of the Trading Fund is independently determined by a party that is arm’s length to the Filer and NHC on a monthly basis and on any day on which the Trading Fund has capital activity, using NHC’s valuation policy applied in accordance with US GAAP, including Accounting Standards Codification 820, subject to NHC’s final approval of all pricing and valuation determinations.

50. Neither the Cayman Master Fund nor the Trading Fund is a reporting issuer in any jurisdiction of Canada.

51. Securities of the Cayman Master Fund and of the Trading Fund are not generally sold or otherwise made available directly to Canadian retail investors.

52. Each of the Cayman Master Fund and the Trading Fund is an “investment fund” as such term is defined under Canadian securities legislation.

53. Neither the Cayman Master Fund nor the Trading Fund is in default of the securities legislation of any Jurisdiction.

Investments by the Canadian Feeder Trust in the Cayman Feeder Fund, the Cayman Master Fund, and the Trading Fund

54. The Canadian Feeder Trust, the Cayman Feeder Fund, the Cayman Master Fund and the Trading Fund each pursue the same investment objective, with the Canadian Feeder Trust investing substantially all of its investable assets in the Cayman Feeder Fund, which in turn invests substantially all of its investable assets in the Cayman Master Fund, which currently invests all of its investable assets in the Trading Fund. As a result, each of the Canadian Feeder Trust, the Cayman Feeder Fund, and the Cayman Master Fund operate in a manner similar to a “clone fund”, each effectively seeking to track the performance of the Trading Fund.

55. An investment by the Canadian Feeder Trust in the Cayman Feeder Fund represents the business judgment of a responsible person uninfluenced by considerations other than the best interests of the Canadian Feeder Trust, and aligns with the investment structure and design described in the Canadian Feeder Trust’s Offering Document.

56. The securities of the Cayman Feeder Fund managed by NHC are not currently available to Canadian retail investors, except through the Canadian Feeder Trust.

57. The NAV of the Cayman Feeder Fund, the Cayman Master Fund, and the Trading Fund are calculated in accordance with the valuation principles, policies and procedures, as may be amended from time to time, established by NHC. An independent third-party calculation agent (NAV Calculation Agent) calculates a NAV that is used for purposes of determining the purchase and redemption price of the units of the Cayman Feeder Fund, the Cayman Master Fund and the Trading Fund. The NAV Calculation Agent also independently verifies the valuations of the Cayman Feeder Fund, Cayman Master Fund, and Trading Fund, with NHC’s valuation committee having the ability to make the final decision with respect to unresolved differences, if any. The final valuation is reviewed and approved by NHC’s accounting team.

58. The NAV of the Canadian Feeder Trust is generally based on the value provided by the Cayman Feeder Fund and in turn the Cayman Master Fund. In addition, when preparing the annual audited financial statements of the Canadian Feeder Trust, the auditor of the Canadian Feeder Trust independently validates the values of the Canadian Feeder Trust’s investments.

59. The Filer, the Top Funds and the Canadian Feeder Trust managed by the Filer do not actively participate in the business, operations or valuations of the portfolios of the Cayman Feeder Fund, Cayman Master Fund, or Trading Fund. No officers, directors or employees of the Filer currently participate in the valuation committee appointed by NHC.

60. A summary of the valuation policies and procedures applied by NHC to the Cayman Master Fund and Cayman Feeder Fund is described in the Offering Document of the Canadian Feeder Trust made available to investors in the Canadian Feeder Trust, including the Top Funds.

61. The financial statements of the Canadian Feeder Trust are prepared in accordance with International Financial Reporting Standards and audited by a qualified auditing firm on an annual basis. Such audit includes independent confirmation of the fair value of each portfolio investment. The auditor also audits the value of the portfolio investments to ensure that they are accurately valued in accordance with the Canadian Feeder Trust’s valuation policy. Annual audited financial statements will be made accessible by the Filer to unitholders of the Canadian Feeder Trust within 90 days of each fiscal year end.

62. The financial statements of the Cayman Feeder Fund, Cayman Master Fund and Trading Fund are each audited by a qualified auditing firm on an annual basis.

Investments by the Top Funds in the Canadian Feeder Trust

63. Each Top Fund wishes to be able to invest in securities of the Canadian Feeder Trust and, as a result, the Filer is seeking the Exemption Sought in order to permit the Top Funds to make such investments.

64. Each investment by a Top Fund in securities of the Canadian Feeder Trust will be made in accordance with the investment objective of such Top Fund, and will represent the business judgment of responsible persons uninfluenced by considerations other than the best interests of such Top Fund.

65. The Filer believes that investing in the Canadian Feeder Trust will provide the Top Funds with an efficient and cost-effective way to obtain exposure to absolute return investment strategies and gain access to the specialized investment expertise of NHC. The Filer believes that a meaningful allocation to the Canadian Feeder Trust and indirectly to the Cayman Master Fund provides Top Fund investors with unique diversification opportunities and represents an appropriate investment tool for the Top Funds that was not available in the past.

66. Investments by a Top Fund in the Canadian Feeder Trust will be effected at an objective price. The Filer’s policies and procedures provide that an objective price, for this purpose, will be the NAV per security of the applicable class or series of the Canadian Feeder Trust.

67. The NAV of the Top Funds is calculated using the fair value of the assets and liabilities of the Top Funds. In respect of the Public Top Funds, the calculation of NAV is done in accordance with Part 14 of National Instrument 81-106 Investment Fund Continuous Disclosure. In respect of the Private Top Funds, the Filer may determine a valuation of a security in the portfolio of the Private Top Funds that is considered to be fair and reasonable in the circumstances.

68. Investments in the Canadian Feeder Trust are considered illiquid investments under NI 81-102 and, therefore, are not permitted to exceed 10% of the NAV of a Public Top Fund. Such investments are included as part of the calculation for the purposes of the illiquid asset restriction in section 2.4 of NI 81-102 for a Public Top Fund. Given the readily available liquidity of the remainder of each Public Top Fund’s investment portfolio, the Filer believes that the risk of a Public Top Fund needing to liquidate its investment in these illiquid assets when markets are under stress or in other environments where liquidity may be reduced is remote.

69. A Private Top Fund considers its overall liquidity requirements and the limitations on its redemption rights in making any investment in the Canadian Feeder Trust.

NI 81-102 Relief in Respect of the Public Top Funds

70. The Public Top Funds wish to have the ability to purchase securities of the Canadian Feeder Trust, which is neither a reporting issuer nor subject to NI 81-102, and which will hold more than 10% of its NAV in securities of other investment funds.

71. Absent the NI 81-102 Relief, a Public Top Fund would be prohibited by

(a) sections 2.5(2)(a) and 2.5(2)(c) from purchasing or holding securities of the Canadian Feeder Trust because the Canadian Feeder Trust (i) is not subject to NI 81-102; and (ii) is not a reporting issuer in the Jurisdictions; and

(b) section 2.5(2)(b) from purchasing or holding securities of the Canadian Feeder Trust because the Canadian Feeder Trust itself, similar to a clone fund, invests substantially all of its investable assets in the Cayman Feeder Fund, which invests substantially all of its investable assets in the Cayman Master Fund, which currently invests all of its investable assets in the Trading Fund.

72. The Public Top Funds will otherwise comply with section 2.5 of NI 81-102 with respect to any investment in the Canadian Feeder Trust.

73. The manager of the Public Top Funds will request approval from the IRC of the Public Top Funds to permit the investment of the Public Top Funds in the Canadian Feeder Trust, including by way of standing instructions. No such investments will be made by a Public Top Fund until the IRC provides its approval under section 5.2 of NI 81-107. The manager of the Public Top Funds will comply with section 5.1 of NI 81-107 and the manager of the Public Top Funds and the IRC of the Public Top Funds will comply with section 5.4 of NI 81-107 for any standing instructions the IRC provides in connection with the transactions. If the IRC becomes aware of an instance where the manager of a Public Top Fund did not comply with the terms of any decision evidencing the Exemption Sought, or a condition imposed by securities legislation or the IRC in its approval, the IRC of the Public Top Fund will, as soon as practicable, notify in writing the securities regulatory authority or regulator in the Jurisdiction under which the Public Top Fund is organized.

74. A unit of the Canadian Feeder Trust will be considered an “illiquid asset” within the meaning of NI 81-102. Consequently, if the Exemption Sought is granted, a Public Top Fund will acquire securities of the Canadian Feeder Trust, whether directly or indirectly, subject to the illiquid asset restriction in section 2.4 of NI 81-102. As a result, a Public Top Fund will not purchase units of the Canadian Feeder Trust if immediately after purchase, more than 10% of the NAV of the Public Top Fund would be made up of “illiquid assets”.

75. Section 2.5(7) of NI 81-102 provides that the “investment fund conflict of interest investment restrictions” and the “investment fund conflict of interest reporting requirements” (as such terms are defined in NI 81-102) do not apply to an investment fund which purchases or holds securities of another investment fund if the purchase or holding is made in accordance with section 2.5 of NI 81-102. Further to section 3.4(2) of the companion policy to NI 81-102, the Filer understands that, if the NI 81-102 Relief is granted, investments by the Public Top Funds in the Canadian Feeder Fund will be considered to have been made in accordance with section 2.5, provided the Public Top Funds comply with the conditions of the Exemption Sought.

Related Issuer Relief and Consent Relief in respect of the Private Top Funds

76. As the Private Top Funds do not satisfy the requirements in section 2.5.1 of NI 81-102 in respect of their investments in the Canadian Feeder Trust and may not otherwise rely on section 2.5(7) of NI 81-102, the Private Top Funds are subject to the investment fund conflict of interest investment restrictions in section 111 of the Securities Act (Ontario) and section 13.5 of NI 31-103.

77. The amount invested from time to time in the Canadian Feeder Trust by a Private Top Fund, together with one or more Top Funds, may exceed 20% of the outstanding voting securities of the Canadian Feeder Trust. As a result, each Private Top Fund could, together with one or more other Top Funds, become a “substantial security holder” of the Canadian Feeder Trust within the meaning of the Legislation, further to which the Private Top Funds would be prohibited under the Legislation from knowingly purchasing and holding securities of the Canadian Feeder Trust. The Top Funds are, or will be, “related investment funds”, as such term is defined in the Legislation by virtue of common management by the Filer or by an affiliate of the Filer.

78. In addition, AGF Management Limited, an affiliate and substantial security holder of the Filer and its affiliates, may from time to time have a “significant interest” in the Canadian Feeder Trust within the meaning of the Legislation as a result of providing seed capital to the Canadian Feeder Trust, which would prohibit the Private Top Funds from investing in the Canadian Feeder Trust.

79. Absent the Related Issuer Relief, each Private Top Fund would be prohibited by section 111 of Securities Act (Ontario) from (i) becoming a substantial security holder of the Canadian Feeder Trust, alone or together with other Top Funds, and (ii) investing in the Canadian Feeder Trust, as an issuer in which an officer or director of the Filer or of an affiliate of the Filer has a significant interest or in which a person or company who is a substantial security holder of the Private Top Fund or the Filer has a significant interest.

80. Paragraph 13.5(2)(a) of NI 31-103 prohibits the Filer or an affiliate that acts as portfolio manager of a Private Top Fund from knowingly causing a Private Top Fund to invest in the Canadian Feeder Trust where the Filer, an affiliate of the Filer, or an associate of the Filer or its affiliate, is also a partner, director or officer of the Canadian Feeder Trust, unless (i) this fact is disclosed to the client and (ii) the written consent of the client to the purchase is obtained before the purchase. It is impractical for the Filer to obtain the prior written consent from each investor in a Private Top Fund, given the widely held nature of the Private Top Funds.

81. The Filer is or will be considered a “responsible person” (as such term is defined in NI 31-103) of a Private Top Fund and the Canadian Feeder Trust since the Filer is or will be the manager of the Private Top Fund and the manager of the Canadian Feeder Trust.

82. Absent the Consent Relief, the Filer or an affiliate of the Filer acting as portfolio manager of a Private Top Fund would be prohibited by paragraph 13.5(2)(a) of NI 31-103 from causing a Private Top Fund to invest in securities of the Canadian Feeder Trust without disclosing this fact and obtaining the written consent of each investor in the Private Top Fund before the purchase.

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 provided that:

(a) securities of the Private Top Funds and the Canadian Feeder Trust are distributed in Canada solely to investors pursuant to exemptions from the prospectus requirements in NI 45-106 or the Legislation, as applicable;

(b) an investment by a Top Fund in the Canadian Feeder Trust is compatible with the investment objective and strategy of the Top Fund, and included as part of the calculation for the purposes of a Public Top Fund’s compliance with the illiquid asset restriction in section 2.4 of NI 81-102;

(c) at the time of purchase by a Top Fund of securities of the Canadian Feeder Trust, either (A) the Trading Fund does not hold more than 10% of its NAV in securities of other investment funds, or (B) the Trading Fund:

(i) has adopted a fundamental investment objective to track the performance of another investment fund or similar investment product;

(ii) purchases or holds securities of investment funds that are “money market funds” (as such term is defined in NI 81-102); or

(iii) purchases or holds securities that are “index participation units” (as such term is defined in NI 81-102) issued by an investment fund;

(d) in respect of an investment by a Public Top Fund in the Canadian Feeder Trust, the investment will otherwise comply with section 2.5 of NI 81-102, except to the extent that exemptive relief has been granted from such requirement;

(e) no sales or redemption fees will be paid as part of the investment by a Top Fund in the Canadian Feeder Trust, unless the Top Fund redeems its securities of the Canadian Feeder Trust during a lock-up period, in which case an early redemption fee may be payable by the Top Fund;

(f) no management fees or incentive fees will be payable by the Top Fund that, to a reasonable person, would duplicate a fee payable by the Canadian Feeder Trust for the same service;

(g) the securities of the Canadian Feeder Trust held by a Top Fund will not be voted at any meeting of the security holders of the Canadian Feeder Trust, except that a Top Fund may arrange for the securities of the Canadian Feeder Trust it holds to be voted by the beneficial holders of securities of the Top Fund;

(h) where applicable, a Public Top Fund’s investment in the Canadian Feeder Trust will be disclosed to investors in such Public Top Fund’s quarterly portfolio holding reports, financial statements and/or fund facts, as applicable;

(i) the prospectus of the Public Top Funds discloses, or will disclose in the next renewal or amendment thereto following the date of a decision evidencing the Exemption Sought, the fact that the Public Top Funds may invest, directly or indirectly, in the Canadian Feeder Trust, which is an investment vehicle managed by an affiliate of the Filer;

(j) the Offering Document of a Private Top Fund will disclose in the next update thereto following the date of the decision granting the Exemption Sought hereby the following information:

(i) that the Private Top Fund may directly or indirectly purchase securities of the Canadian Feeder Trust;

(ii) the fact that the Filer is the investment fund manager or portfolio manager of the Private Top Fund and the manager of the Canadian Feeder Trust; and

(iii) that no fees or sales charges will be incurred, directly or indirectly, by the Private Top Fund with respect to an investment in the Canadian Feeder Trust that, to a reasonable person, would duplicate a fee payable by the Private Top Fund to the Filer or its investors for the same service;

(k) the IRC of the Public Top Funds will review and provide its approval, including by way of standing instructions, prior to the purchase of securities of the Canadian Feeder Trust, directly or indirectly, by a Public Top Fund, in accordance with section 5.2(2) of NI 81-107;

(l) the Filer complies with section 5.1 of NI 81-107 and the Filer and the IRC of the Public Top Fund comply with section 5.4 of NI 81-107 for any standing instructions the IRC provides in connection with the transactions;

(m) if the IRC becomes aware of an instance where the Filer or an affiliate of the Filer, in its capacity as the manager of a Public Top Fund, did not comply with the terms of this decision, or a condition imposed by securities legislation or the IRC in its approval, the IRC of the Public Top Fund will, as soon as practicable, notify in writing the securities regulatory authority or regulator in the Jurisdiction under which the Public Top Fund is organized;

(n) where an investment is made by a Public Top Fund in the Canadian Feeder Trust, the Public Top Fund’s annual and interim management reports of fund performance will disclose the name of the related person in which an investment is made, being the Canadian Feeder Trust;

(o) where an investment is made by a Top Fund in the Canadian Feeder Trust, the records of portfolio transactions maintained by the Top Fund include, separately for every portfolio transaction effected by a Top Fund by the Filer, the name of the related person in which an investment is made, being the Canadian Feeder Trust; and

(p) a Top Fund will invest in, and redeem, the Canadian Feeder Trust at the NAV of the applicable securities of the Canadian Feeder Trust calculated based on the valuation of the portfolio assets to which the Canadian Feeder Trust has exposure, including the Cayman Master Fund, that is either independently determined by an arm’s length third party or determined in accordance with the respective valuation policies of the Filer and NHC.

“Darren McKall”

Darren McKall

Associate Vice President, Investment Management Division

Ontario Securities Commission

Application #2025/0661

SEDAR+ Project #6356160