In the Matter of CIBC Asset Management Inc., 2025 CanLII 56984

June 16, 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 CIBC ASSET MANAGEMENT INC. (THE FILER) AND THE TOP FUNDS (AS DEFINED BELOW)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer, on behalf of each of the Filer, the Filer’s affiliates and the Top Funds (as defined below) for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) for an exemption from:

(a) in respect of the Top Funds, the restrictions in the Legislation which prohibit:

(i) 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,

(ii) an investment fund from knowingly making an investment in an issuer in which,

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

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

has a significant interest, and

(iii) an investment fund, its management company or its distribution company from knowingly holding an investment described in paragraph (i) or (ii) above;

(b) in respect of the Public Top Funds (as defined below), the restriction in subsection 2.2(1) (the Control Restriction) of NI 81-102 in order to permit a Public Top Fund to purchase securities of an Underlying Investment (as defined below) even if immediately after the purchase, the Public Top Fund would hold securities representing more than 10% of (a) the votes attaching to the outstanding voting securities of the Underlying Investment or (b) the outstanding equity securities of the Underlying Investment;

(c) in respect of the Public Top Funds, the prohibition in paragraph 4.1(2) of National Instrument 81-102 Investment Funds (NI 81-102) against a “dealer managed investment fund” (as defined in NI 81-102) knowingly making an investment in an issuer in which any partner, director, officer or employee of the investment fund’s management company or an affiliate or associate of the investment fund’s management company is a partner, director or officer;

(d) in respect of the Filer and each affiliate of the Filer that is a registered adviser, the prohibition in paragraph 13.5(2)(a) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registration Obligations (NI 31-103) against knowingly causing a Top Fund 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 (this restriction, together with the restrictions described in paragraphs (a) and (c) above are referred to herein as the Investment Fund Conflict of Interest Investment Restrictions), and

(e) in respect of the Filer and each affiliate that acts as manager of a Public Top Fund, the requirement to prepare a report in accordance with the requirements of the Legislation of every transaction by a Public Top Fund involving a purchase of securities from, or sale of securities to, any related person or company (the Investment Fund Conflict of Interest Reporting Requirement);

to permit each Top Fund to invest a portion of its assets in the Existing Underlying Investment (as defined herein) and any future investment vehicle that will be managed by the Filer or an affiliate of the Filer after the date of this decision and that will not be a reporting issuer or an investment fund (the Future Underlying Investments and, together with the Existing Underlying Investment, the Underlying Investments) (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 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 Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Québec, Prince Edward Island, Saskatchewan and Yukon (together with the Jurisdiction, the Jurisdictions).

Interpretation

Terms defined in National Instrument 14-101 Definitions, NI 81-102, NI 31-103, National Instrument 81-107 Independent Review Committee for Investment Funds (NI 81-107) and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.

Existing Private Top Funds means each investment fund managed by the Filer or an affiliate as at the date of this decision that is not a reporting issuer.

Existing Public Top Funds means each investment fund managed by the Filer or an affiliate as at date of this decision that is a reporting issuer subject to NI 81-102.

Existing Top Funds means the Existing Private Top Funds and Existing Public Top Funds.

Future Private Top Funds means each investment fund, other than the Existing Private Top Funds, that will be managed by the Filer or an affiliate after the date this decision and that will not be a reporting issuer.

Future Public Top Funds means each investment fund, other than the Existing Public Top Funds, that will be managed by the Filer or an affiliate after the date of this decision and that will be a reporting issuer subject to NI 81-102.

Private Top Funds means the Existing Private Top Funds and the Future Private Top Funds.

Public Top Funds means the Existing Public Top Funds and the Future Public Top Funds.

Top Funds means the Public Top Funds and the Private Top Funds.

Representations

This decision is based on the following facts represented by the Filer:

The Filer

1. The Filer is a corporation amalgamated under the federal laws of Canada with its head office located in Toronto, Ontario.

2. The Filer is registered in: (i) each of the Jurisdictions as an adviser in the category of portfolio manager (PM) and as a dealer in the category of exempt market dealer; (ii) Ontario, Québec and Newfoundland and Labrador in the category of investment fund manager (IFM); (iii) Ontario in the category of commodity trading manager; and (iv) Québec as a derivatives portfolio manager.

3. The Filer or an affiliate of the Filer is, or will be, the IFM of the Top Funds. To the extent that the Filer or an affiliate of the Filer is the IFM of any Future Public Top Fund or Future Private Top Fund, the representations set out in this decision will apply to the same extent to such Future Public Top Fund or Future Private Top Fund, as applicable.

4. The Filer or an affiliate of the Filer is, or will be, the manager of the Underlying Investments. To the extent that the Filer or an affiliate of the Filer is the manager of any Future Underlying Investment, the representations set out in this decision will apply to the same extent to such Future Underlying Investment.

5. The Filer or an affiliate of the Filer is, or will be, a “responsible person” (as that term is defined in NI 31-103) of each Top Fund and each Underlying Investment.

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

The Top Funds

7. The securities of each Top Fund are, or will be, (a) distributed to investors pursuant to a prospectus prepared in accordance with National Instrument 41-101 General Prospectus Requirements or National Instrument 81-101 Mutual Fund Prospectus Disclosure, as applicable or (b) sold to investors in one or more Jurisdictions pursuant to an exemption from the prospectus requirement under National Instrument 45-106 Prospectus Exemptions (NI 45-106) and/or the Legislation.

8. The securities of each Public Top Fund are, or will be, qualified for distribution in one or more Jurisdictions.

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

10. Each Private Top Fund has, or will have, an offering memorandum or statement of investment policies and guidelines, which is provided to investors. None of the Private Top Funds are, or will be, reporting issuers under the securities legislation of any Jurisdiction.

11. Each Top Fund may wish to invest in securities of the Underlying Investments, provided the investment is consistent with the Top Fund’s investment objectives and strategies.

12. Each Private Top Fund will invest in securities of one or more Underlying Investments pursuant to applicable exemptions from the prospectus requirement under NI 45-106 and/or the Legislation.

13. The Existing Top Funds are not in default of securities legislation of any of the Jurisdictions.

14. Each Public Top Fund is, or will be, subject to NI 81-107 and the manager of each Public Top Fund has established, or will establish, 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.

The Underlying Investments

15. Securities of the Underlying Investments are, or will be, distributed solely to investors pursuant to exemptions from the prospectus requirements in accordance with NI 45-106 and/or the Legislation.

16. Each Underlying Investment has or will have an offering memorandum or statement of investment policies and guidelines, as applicable, which is provided to investors.

17. Each Underlying Investment produces, or will produce, audited financial statements on an annual basis, in accordance with generally accepted accounting principles with a qualified auditing firm as the auditor of those financial statements.

The Existing Underlying Investment

18. The Existing Underlying Investment is CIBC North American Private Credit Fund I, a limited partnership formed under the laws of Ontario.

19. The general partner of the Existing Underlying Investment is CIBC North American Private Credit Fund I GP Inc., which is an affiliate of the Filer.

20. The investment objective of the Existing Underlying Investment is to invest in loans privately negotiated by the leveraged finance group of the Canadian Imperial Bank of Commerce or CIBC Bank USA.

21. The Existing Underlying Investment is administered by the Filer, as manager, and its assets are managed by a PM.

22. The Existing Underlying Investment is not subject to NI 81-102 and is not considered to be an “investment fund” as such term is defined under the Legislation.

23. The Existing Underlying Investment is not a reporting issuer in any jurisdiction of Canada. Units of the Existing Underlying Investment are sold pursuant to exemptions from the prospectus requirements in accordance with NI 45-106 or the Legislation, as applicable. Each such investor is responsible for making its own investment decisions regarding its purchases and/or redemptions of units of the Existing Underlying Investment.

24. The value of the portfolio assets of the Existing Underlying Investment is determined by the Filer utilizing valuation models and methodologies developed by the Filer, as described below (the Valuation Model).

25. Under the Valuation Model, the portfolio assets of the Existing Underlying Investment are valued consistent with IFRS 9 Financial Instruments. Under IFRS 9 Financial Instruments, the classification of financial assets into one of three categories is based on the entity’s business model for managing financial assets and the contractual cash flow characteristics of the financial assets. The three categories are:

(a) Amortized Cost – Assets held within a business model whose objective is to collect cash flows and where the contractual cash flows of the assets are solely payments of principal and interest (SPPI). Amortization of the asset is calculated utilizing the effective interest rate method.

(b) Fair Value Through Other Comprehensive Income (FVOCI) – Financial assets such as debt instruments that meet the SPPI criterion and are held within a business model with objectives that include both collecting the associated contractual cash flows and selling financial assets. Gains and losses are reclassified to profit or loss upon de-recognition for debt instruments but remain in other comprehensive income for equity instruments.

(c) Fair Value Through Profit or Loss (FVTPL) – A financial asset is measured at FVTPL unless it is measured at amortized cost or FVOCI. Derivative contracts are measured at FVTPL. For all instruments classified as FVTPL, the gains and losses are recognized in profit or loss. Financial liabilities are classified at FVTPL when they meet the definition of held-for-trading or when they are designated as FVTPL on initial recognition using the fair value option.

26. The application of the Valuation Model and the inputs used in the Valuation Model is overseen by an internal risk group of the Filer whose members do not include the portfolio management teams who make the investment decisions for the Underlying Investment. The Valuation Model may be adjusted from time to time by the Filer at its discretion. Any Future Underlying Investment, in the event that its assets are not independently determined by an arm’s length third party, will value its portfolio assets using a model and methodologies substantially similar to the Valuation Model. Each Underlying Investment (including the Existing Underlying Investment) utilizing the Valuation Model is referred to herein as an Internally Valued Underlying Investment.

27. The Existing Underlying Investment is not in default of securities legislation of any of the Jurisdictions.

28. No Top Fund will actively participate in the business or operations of the Existing Underlying Investment.

The Future Underlying Investments

29. The Future Underlying Investments may be structured as limited partnerships, trusts or corporations governed by the laws of a jurisdiction of Canada.

30. Each Future Underlying Investment will not be an “investment fund” as such term is defined under the Legislation.

31. The Future Underlying Investments will not be reporting issuers in any of the Jurisdictions.

32. Each Future Underlying Investment will be operated in a manner similar to how the Filer operates its investment funds, including being administered by the Filer or an affiliate, having its assets managed by a PM,

33. The value of the portfolio assets of each Future Underlying Investment will be determined (a) by the Filer utilizing its Valuation Model or (b) independently by an arm’s length third party.

34. An investment by a Top Fund in an Underlying Investment will only be made if the investment is compatible with the investment objectives of the Top Fund.

35. The Filer believes that an investment by a Top Fund in an Underlying Investment will provide the Top Fund with an efficient and cost-effective manner of pursuing portfolio diversification and asset diversification instead of purchasing securities, or the underlying assets (including private equity, private credit, private infrastructure, and private real estate) of each Underlying Investment, directly. The Top Fund will also gain access to the investment expertise of the PM to the underlying assets of each Underlying Investment, as well as to their investment strategies and asset classes.

36. The Filer believes that an allocation to private equity, private credit, private infrastructure, private real estate and other alternative investments provides Top Fund investors with unique diversification opportunities and represents an appropriate investment tool for the Top Funds.

37. The Filer believes that it is in the best interests of the Top Funds to obtain exposure to the strategy of each Underlying Investment in order to provide the Top Funds with an investment in a variety of alternative and private assets.

38. Investments by a Top Fund in an Underlying Investment 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 Underlying Investment.

39. Each Public Top Fund is, or will be, valued and redeemable daily and each Private Top Fund is, or will be, valued and redeemable daily, monthly or quarterly, as applicable. The Underlying Investments may be potentially subject to redemption limitations, including lock-up periods, early redemption penalties and other restrictions on redemptions in a given period of time (collectively, Redemption Limitations).

40. An investment by a Top Fund in an Underlying Investment will only be made if such investment represents the business judgment of a responsible person uninfluenced by considerations other than the best interests of that Top Fund.

Control Restriction – Investments in Underlying Investments

41. A Public Top Fund will not invest in any Underlying Investment for the purpose of exercising control over, or management of, the Underlying Investment. The securities of each Underlying Investment that would be held by the Public Top Funds do not, and will not, provide a Public Top Fund with any right to (a) appoint directors or observers to any board of the applicable Underlying Investment or its manager, (b) restrict management of any Underlying Investment or be involved in the decision-making with respect to the investments made by the applicable Underlying Investment or (c) restrict the transfer of securities of the applicable Underlying Investment by other investors in the Underlying Investment. Any voting rights associated with the securities of the Underlying Investments that would be held by the Public Top Funds do not, and will not, provide a Public Top Fund with any right to approve, or otherwise participate in the decision-making process associated with the investments made by the Underlying Investment.

42. The Public Top Funds will not have any look-through rights with respect to the individual portfolio investments held by any of the Underlying Investments. Further, the Public Top Funds will not have any rights to, or responsibility for, administering any of the portfolio investments held by any of the Underlying Investments.

43. Each Underlying Investment is expected to have, following the completion of its initial investment period, certain diversification requirements which may include limiting the indirect exposure of the Public Top Funds to any single underlying portfolio company, asset type, sector or geography, as the case may be.

44. Investments by a Public Top Fund in the Underlying Investments do not, or will not, qualify for the exemption from the Control Restriction in paragraph 2.2(1.1)(a) of NI 81-102 as the Underlying Investments are not, or will not be, “investment funds” subject to NI 81-102.

Generally

45. The Filer does not anticipate that any fees or sales charges would be incurred, directly or indirectly, by a Top Fund with respect to an investment in an Underlying Investment that, to a reasonable person, would duplicate a fee payable by the Top Fund to the Filer or by its investors.

46. In respect of an investment by a Top Fund in an Underlying Investment, no management fees or incentive fees will be payable by a Top Fund that, to a reasonable person, would duplicate a fee payable by the Underlying Investment for the same service.

47. A Top Fund’s investment in an Underlying Investment will be disclosed to investors in that Top Fund’s quarterly portfolio holding reports, financial statements, and fund facts or ETF facts documents, as applicable.

48. Where an investment is made by a Public Top Fund in an Underlying Investment, the annual and interim management reports of fund performance for the Public Top Fund will disclose the name of the related person in which an investment is made, being an Underlying Investment.

49. Where an investment is made by a Top Fund in an Underlying Investment, the records of portfolio transactions maintained by the Top Fund will include, separately for every portfolio transaction effected for the Top Fund by the Filer or through any affiliate of the Filer, the name of the related person in which an investment is made, being an Underlying Investment.

50. A security of an Underlying Investment 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 an Underlying Investment, 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 securities of an Underlying Investment if immediately after purchase, more than 10% of the NAV of the Public Top Fund would be made up of “illiquid assets”.

51. The prospectus of each Public Top Fund will disclose in the next renewal or amendment thereto following the date of the decision granting the Exemption Sought, the fact that the Public Top Fund may invest, directly or indirectly, in one or more Underlying Investments, which are investment vehicles managed by the Filer or an affiliate of the Filer.

52. The offering memorandum or statement of investment policies and guidelines, where available, or other disclosure document of a Private Top Fund will disclose in the next update thereto following the date of the decision granting the Exemption Sought, the fact that the Private Top Fund may invest, directly or indirectly, in one or more Underlying Investments, which are investment vehicles managed by the Filer or an affiliate of the Filer as well as include the Additional Disclosure (as defined below).

53. Each Underlying Investment produces, or will produce, audited financial statements on an annual basis, in accordance with generally accepted accounting principles with a qualified auditing firm as the auditor of those financial statements.

54. The amount invested from time to time in an Underlying Investment by a Top Fund, together with one or more Top Funds, may exceed 20% of the outstanding voting securities of the Underlying Investment. This may result by reason of a group of Top Funds providing initial investments into the Underlying Investment on the start-up of the Underlying Investment. As a result, each Top Fund could, together with one or more other Top Funds, become a “substantial security holder” of an Underlying Investment within the meaning of the Legislation, further to which the Top Fund would be prohibited under the Legislation from knowingly purchasing and holding securities of the Underlying Investment. 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.

55. In addition, an officer or director of the Filer or of an affiliate of the Filer may have a “significant interest” in an Underlying Investment and/or a person or company who is a substantial security holder of the Top Fund, the Filer or an affiliate of the Filer may have a “significant interest” in the Underlying Investment within the meaning of the Legislation, which would prohibit the Top Fund from investing in the Underlying Investment.

56. Paragraph 13.5(2)(a) of NI 31-103 prohibits the Filer or an affiliate that acts as PM of a Top Fund from knowingly causing a Top Fund to invest in an Underlying Investment that is structured as a limited partnership, where the general partner of the Underlying Investment is an affiliate of the Filer and the Filer or its affiliate is a responsible person of the Top Funds 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 the Top Fund, given the widely held nature of the Top Funds.

57. A partner, director, officer or employee of a PM of a Public Top Fund, or a partner, director, officer or employee of an associate or an affiliate of a PM of a Public Top Fund, may also be a partner, director or officer of an Underlying Investment. Consequently, as a Public Top Fund may be a “dealer managed investment fund”, the restrictions in subsection 4.1(2) of NI 81-102 may apply to an investment by a Public Top Fund in an Underlying Investment.

58. A Public Top Fund may be significantly larger than an Underlying Investment on a net asset value basis. Due to this potential size disparity between a Public Top Fund and an Underlying Investment, it is likely that a relatively small investment, on a percentage of net asset value basis, by a relatively larger Public Top Fund in an Underlying Investment could result in the Public Top Fund holding securities representing more than 10% of (a) the votes attaching to the outstanding voting securities of the Underlying Investment or (b) the outstanding equity securities of the Underlying Investment, contrary to the Control Restriction.

59. Since the Underlying Investments are not reporting issuers subject to NI 81-102 and are not “investment funds” pursuant to the Legislation, the Top Funds are unable to rely on the codified exemptions from the Investment Fund Conflict of Interest Investment Restrictions and Investment Fund Conflict of Interest Reporting Requirement in subsections 2.5(7) and 2.5.1(2) of NI 81-102 for investments by public and private investment funds in securities of other investment funds.

60. Subsection 6.2(3) of NI 81-107 provides an exemption for investment funds (including investment funds that are not reporting issuers) from the Investment Fund Conflict of Interest Investment Restrictions for purchases of related issuer securities if the purchase is made on an exchange. However, the exemption in subsection 6.2(3) of NI 81-107 does not apply to purchases of non-exchange-traded securities and therefore does not apply to purchases of securities of an Underlying Investment by a Top Fund.

61. Absent the Exemption Sought,

(a) each Top Fund would be prohibited by the Investment Fund Conflict of Interest Investment Restrictions from (i) becoming a substantial securityholder of an Underlying Investment, alone or together with other Top Funds, and (ii) investing in an Underlying Investment 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 securityholder of the Top Fund or the Filer has a significant interest;

(b) each Public Top Fund would be prohibited by the Control Restriction from purchasing a security of an Underlying Investment if immediately after the purchase, the Public Top Fund would hold securities representing more than 10% of (a) the votes attaching to the outstanding voting securities of the Underlying Investment or (b) the outstanding equity securities of the Underlying Investment;

(c) each Public Top Fund that is a “dealer managed investment fund” would be prohibited by the Investment Fund Conflict of Interest Investment Restrictions from knowingly making an investment in an Underlying Investment in which any partner, director, officer or employee of the Public Top Fund’s management company or an affiliate or associate of the Public Top Fund’s management company is a partner, director or officer;

(d) the Filer or an affiliate of the Filer acting as PM of a Top Fund would be prohibited by the Investment Fund Conflict of Interest Investment Restrictions from causing the Top Fund to invest in securities of an Underlying Investment without disclosing this fact and obtaining the written consent of each investor in the Top Fund before the purchase; and

(e) the Filer, or an affiliate of the Filer acting as the management company (as defined in the Act) of the Public Top Funds would be required by the Investment Fund Conflict of Interest Reporting Requirement to file a report of every transaction of purchase or sale of securities between the Public Top Funds and the Underlying Investments within 30 days after the end of the month in which such purchase or sale occurs.

62. It would be costly and time-consuming for the Public Top Funds to comply with the Investment Fund Conflict of Interest Reporting Requirement.

63. 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 Underlying Investments, including by way of standing instructions. No such investments will be made by a Public Top Fund until the IRC provides its approvals 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.

64. Investments in Underlying Investments 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.

65. A Private Top Fund considers its overall liquidity requirements and the limitations on its redemption rights in making any investment in an Underlying Investment.

66. A Top Fund’s investment in an Underlying Investment will represent the business judgment of a responsible person uninfluenced by considerations other than the best interests of the Top Fund.

Decision

1. The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

2. The decision of the principal regulator under the Legislation is that the Exemption Sought is granted provided that:

(a) a direct or indirect investment by a Top Fund in an Underlying Investment is compatible with the investment objective and strategy of such Top Fund and 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;

(b) at the time of the purchase by a Top Fund of securities of an Underlying Investment, either (A) the Underlying Investment holds no more than 10% of its NAV in securities of other investment funds, or (B) the Underlying Investment:

(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;

(c) no sales or redemption fees will be paid as part of the investment by a Top Fund in the Underlying Investment, unless the Top Fund redeems its securities of the Underlying Investment during a Redemption Limitation, in which case a fee may be payable by the Top Fund;

(d) no management fees or incentive fees will be payable by a Top Fund that, to a reasonable person, would duplicate a fee payable by the Underlying Investment for the same service;

(e) the securities of an Underlying Investment held by a Top Fund will not be voted at any meeting of the securityholders of the Underlying Investment, except that the Top Fund may arrange for the securities of the Underlying Investment it holds to be voted by the beneficial holders of securities of the Top Fund;

(f) no Top Fund will actively participate in the business or operations of any Underlying Investment;

(g) a Top Fund’s investment in an Underlying Investment will be disclosed to investors in such Top Fund’s quarterly portfolio holding reports, financial statements, and fund facts or ETF facts document, as applicable;

(h) the prospectus of a Public Top Fund discloses, or will disclose, in the next renewal or amendment thereto following the date of this decision, the fact that the Public Top Fund may invest in one or more Underlying Investments, which are investment vehicles managed by the Filer or an affiliate, the potential conflict of interest that arises from these investments and how it is mitigated or avoided, and the approximate or maximum percentage of the NAV that is intended to be invested in securities of the Underlying Investments;

(i) the offering memorandum or statement of investment policies and guidelines, where available, or other disclosure document of a Private Top Fund, will be provided to each new investor in a Private Top Fund prior to their purchase of securities of the Private Top Fund, and will disclose the following information (the Additional Disclosure) in the next update thereto following the date of this decision:

(i) that the Private Top Fund may purchase securities of one or more Underlying Investments, which are investment vehicles managed by the Filer or an affiliate;

(ii) the approximate or maximum percentage of the NAV of the Private Top Fund that it is intended to be invested in securities of each Underlying Investment;

(iii) if one or more officers, directors or substantial securityholders of the Filer, or of the Private Top Fund (alone or together) have a significant interest in an Underlying Investment, the approximate amount of the significant interest held on an aggregate basis expressed as a percentage of the Underlying Investment’s NAV, and the potential conflicts of interest which may arise from such relationships;

(iv) the fees and expenses payable by the Underlying Investment that the Top Fund may invest in, including any incentive fee; and

(v) that securityholders of the Private Top Fund are entitled to receive from the Filer or an affiliate of the Filer, on request and free of charge, a copy of the offering memorandum or other disclosure document, if any, and the annual and interim financial statements of the Underlying Investments in which the Private Top Fund invests;

(j) the IRC of the Public Top Fund will review and provide its approval, including by way of standing instructions, prior to the purchase of securities of an Underlying Investment, directly or indirectly, by the Public Top Fund, in accordance with subsection 5.2(2) of NI 81-107;

(k) 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;

(l) 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;

(m) where an investment is made by a Public Top Fund in an Underlying Investment, the annual and interim management reports of fund performance for the Public Top Fund disclose the name of the related person in which an investment is made, being the Underlying Investment;

(n) where an investment is made by a Top Fund in an Underlying Investment, the records of portfolio transactions maintained by the Top Fund include, separately for every portfolio transaction effected for a Top Fund by the Filer or through any affiliate of the Filer, the name of the related person in which an investment is made, being the Underlying Investment;

(o) each Top Fund will be treated as an arm’s length investor in an Underlying Investment on the same terms as all other third-party investors, with each investment by a Top Fund in the Underlying Investment made at a price and other terms as favourable for the Top Fund as for all other third-party investors;

(p) a Top Fund will not invest in an Underlying Investment unless:

(i) the NAV of the Underlying Investment is based on a valuation of the portfolio assets of the Underlying Investment that is independently determined by an arm’s length third party; or

(ii) in the event that the NAV of the Underlying Investment is not based on an independent valuation of the portfolio assets of the Underlying Investment, the value of the portfolio assets of the Underlying Investment is determined utilizing the Valuation Model,

and, in each case, the Underlying Investment produces annual financial statements that are audited by a qualified auditing firm in accordance with generally accepted accounting principles and made available to the Top Fund; and

(q) total capital pledged to an Internally Valued Underlying Investment by a Top Fund, collectively with related investment funds and affiliates or associates of the Filer, does not represent more than 50% of all committed capital to the Underlying Investment (as at the time of investment).

“Darren McKall”

Darren McKall

AVP, Investment Management Division

Ontario Securities Commission

Application No. 2025/0286; SEDAR #6277440