UBS Asset Management (Canada) Inc. (Re), 2026 CanLII 13523

February 23, 2026

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

A N D

IN THE MATTER OF UBS ASSET MANAGEMENT (CANADA) INC. (the Filer)

A N D

THE TOP FUNDS (as defined herein)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer on behalf of UBS (Canada) Global Merger Arbitrage Fund (GMA) and UBS (Canada) Global Multi-Strategy Fund (GMS and, together with GMA, the Top Funds) for a decision under the securities legislation of the Jurisdiction (the Legislation) exempting the Top Funds from:

(a) the requirement in section 2.2 of National Instrument 81-106 - Investment Fund Continuous Disclosure (NI 81-106) that the Top Funds file their audited annual financial statements and auditor’s report on or before the 90th day after the Top Funds most recently completed financial year (the Annual Filing Deadline);

(b) the requirement in paragraph 5.1(2)(a) of NI 81-106 that the Top Funds deliver to securityholders their audited annual financial statements and auditor’s report by the Annual Filing Deadline (the Annual Delivery Requirement);

(collectively, 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 section 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.

Definitions

Terms defined in National Instrument 14-101 – Definitions, MI 11-102, National Instrument 81-102 – Investment Funds and NI 81-106 have the same meaning if used in this decision unless otherwise defined.

Representations

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

The Filer

1. The Filer is a company formed and existing under the laws of the Province of Nova Scotia. The Filer’s head office is located in Toronto, Ontario.

2. The Filer is registered as (i) an investment fund manager (IFM) in each of Ontario, Québec and Newfoundland and Labrador, (ii) a portfolio manager in each of Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Prince Edward Island, Québec and Saskatchewan, (iii) an exempt market dealer in each of Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Prince Edward Island, Québec, Saskatchewan and Yukon, (iv) an adviser in Manitoba, and (v) a commodity trading manager in Ontario.

3. The Filer is the IFM of each Top Fund.

4. A third party acts as trustee of each Top Fund.

5. The Filer is not in default of securities legislation in any Jurisdiction.

The Top Funds

6. Each Top Fund was formed by the Filer as a trust under the laws of the Province of Ontario.

7. Once the Exemption Sought is granted then neither Top Fund will be in default of securities legislation in any Jurisdiction.

8. Each of the Top Funds is an investment fund for purposes of the securities legislation of the Jurisdiction.

9. Neither of the Top Funds is a reporting issuer in any province or territory of Canada.

10. Securities of the Top Funds will only be offered for sale to qualified investors in all provinces and territories of Canada pursuant to applicable exemptions from the prospectus requirements under National Instrument 45-106 - Prospectus Exemptions.

11. Each Top Fund has a financial year-end of December 31.

12. The investment objective of GMA is to realize consistently high risk-adjusted appreciation in the value of its assets.

13. GMA seeks to achieve its investment objective by investing all or substantially all of its assets in securities of Nineteen77 Global Merger Arbitrage Limited (the GMA Underlying Fund), and/or by directly implementing a merger arbitrage strategy in GMA’s portfolio.

14. The GMA Underlying Fund is domiciled in the Cayman Islands and is managed by a third party that is not an affiliate of the Filer.

15. The GMA Underlying Fund invests no less than 90% of its net asset value through a master-feeder structure in Nineteen77 Global Merger Arbitrage Master Limited (the GMA Master Fund). The GMA Master Fund is domiciled in the Cayman Islands and is managed by a third party that is not an affiliate of the Filer.

16. The investment objective of the GMA Underlying Fund is to realize consistently high risk-adjusted appreciation in the value of its assets. The GMA Underlying Fund seeks to achieve its investment objective, directly or indirectly, primarily through investments in the securities of entities involved in announced mergers, acquisitions or contests for control, however the GMA Underlying Fund also may make investments in entities involved in other types of restructuring or corporate events.

17. The investment objective of the GMA Master Fund is to realize consistently high risk-adjusted appreciation in the value of its assets. The GMA Master Fund seeks to achieve its investment objective primarily through investments in the securities of entities involved in announced mergers, acquisitions or contests for control, however the GMA Master Fund also may make investments in entities involved in other types of restructuring or corporate events.

18. As at January 1, 2026, 100% of GMA’s investible assets were invested in the GMA Underlying Fund.

19. The investment objective of GMS is to realize risk-adjusted appreciation in the value of its assets in each year with low correlation to traditional equity and fixed-income markets.

20. GMS seeks to achieve its investment objective by investing all or substantially all of its assets in securities of Nineteen77 Global Multi-Strategy Alpha Limited (the GMS Underlying Fund and, together with the GMA Underlying Fund, the Underlying Funds).

21. The GMS Underlying Fund is domiciled in the Cayman Islands and is managed by a third party that is not an affiliate of the Filer.

22. The GMS Underlying Fund invests all or substantially all of its assets through a master-feeder structure in Nineteen77 Global Multi-Strategy Alpha Master Limited (the GMS Master Fund and, together with the GMA Master Fund, the Master Funds). The GMS Master Fund is domiciled in the Cayman Islands and is managed by a third party that is not an affiliate of the Filer.

23. The investment objective of the GMS Underlying Fund is to realize consistently high risk-adjusted appreciation in the value of its assets. The GMS Underlying Fund seeks to achieve its investment objective by indirectly pursuing an equity long/short market neutral strategy that seeks to capture relative value discrepancies on a global basis primarily by investing in stocks.

24. The investment objective of the GMS Master Fund is to realize consistently high risk-adjusted appreciation in the value of its assets. The GMS Master Fund seeks to achieve its investment objective by pursuing an equity long/short market neutral strategy that seeks to capture relative value discrepancies on a global basis primarily by investing in stocks.

25. As at January 1, 2026, 100% of GMS’s investible assets were invested in the GMS Underlying Fund.

26. The Filer believes that each Top Fund’s investments in the applicable Underlying Fund offers benefits not available through a direct investment in the companies, other issuers or assets held, directly or indirectly, by the applicable Underlying Fund.

27. Securities of each Top Fund will be redeemable at various intervals, as will securities of the applicable Underlying Fund. As each Top Fund has a medium to long-term investment horizon, such Top Fund will be able to manage its own liquidity requirements by taking into consideration the frequency at which securities of the applicable Underlying Fund may be redeemed.

28. The net asset value of each Top Fund is calculated on a monthly basis. Securityholders of each Top Fund will be provided with the net asset value of each Top Fund on a monthly basis.

29. Certain holdings of each Top Fund invested in securities of the applicable Underlying Fund may be disclosed in such Top Fund’s annual financial statements.

Financial Statement Filing and Delivery Requirements

30. Generally, section 2.2 and paragraph 5.1(2)(a) of NI 81-106 requires a Top Fund to file and deliver its audited annual financial statements and auditor’s report by the Annual Filing Deadline. As each Top Fund’s financial year-end is December 31, the Top Funds have a filing and delivery deadline of March 31.

31. Section 2.11 of NI 81-106 provides an exemption from the filing requirements of the audited annual financial statements and auditor’s report under section 2.2 if, among other things, a Top Fund delivers such statements and reports in accordance with Part 5 of NI 81-106 by the Annual Filing Deadline.

32. Each Top Fund needs to receive financial statements from the applicable Underlying Fund in order to finalize its financial statements and the applicable Underlying Fund needs to receive financial statements from the applicable Master Fund in order to finalize its financial statements.

33. Each Underlying Fund and each Master Fund are required pursuant to applicable law in their jurisdiction of formation to publish audited annual financial statements within six months of their December 31 year-end.

34. Neither Top Fund will be able to obtain the audited annual financial statements and auditor’s reports of the applicable Underlying Fund sooner than the deadline for filing such statements and reports of the applicable Underlying Fund and, in all cases, no sooner than other securityholders of the applicable Underlying Fund receive the financial statements and reports of the applicable Underlying Fund.

35. As a result, the Top Funds will not be able to meet each Annual Filing Deadline and Annual Delivery Requirement. The Filer expects this timing delay in the completion of its audited annual financial statements of each Top Fund to occur every year for the foreseeable future.

36. Each Top Fund therefore seeks an extension of the Annual Filing Deadline and Annual Delivery Requirement to permit delivery within 180 days of such Top Fund’s year-end, to enable (i) the applicable Underlying Fund to first receive the audited annual financial statements and auditor’s reports of the applicable Master Fund so as to be able to prepare the applicable Underlying Fund’s audited annual financial statements and auditor’s report and (ii) such Top Fund to first receive the audited annual financial statements and auditor’s reports of the applicable Underlying Fund so as to be able to prepare such Top Fund’s audited annual financial statements and auditor’s report.

37. Based on historical financial statement delivery dates of the Master Funds and the Underlying Funds, the Filer does not believe the Top Funds will be able to comply with a shorter extension period than what is being requested.

38. If the Exemption Sought is granted, an updated offering memorandum for each Top Fund will be provided to investors of such Top Fund, or such investors will be otherwise notified that audited annual financial statements and auditor’s reports for such Top Fund will be delivered to each investor within 180 days of such Top Fund’s financial year end.

39. The Filer will notify securityholders of the Top Funds that they have received and intend to rely on relief from the Annual Filing Deadline and Annual Delivery Requirements.

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 for each Top Fund provided that:

(a) Such Top Fund has a financial year end of December 31.

(b) Such Top Fund’s investment strategy is to primarily invest its investable assets in the applicable Underlying Fund, which is consistent with such Top Fund’s investment objective.

(c) Such Top Fund invests no less than 25% of its assets in the applicable Underlying Fund, which applicable Underlying Fund has a financial year end corresponding to such Top Fund and is subject to laws of its jurisdiction that requires its annual financial statements to be delivered within 180 days of its financial year ends.

(d) an updated offering memorandum for such Top Fund will be provided to investors of such Top Fund, or such investors will be otherwise notified that audited annual financial statements and auditor’s reports for such Top Fund will be delivered to each investor within 180 days of such Top Fund’s financial year end.

(e) Such Top Fund notifies its securityholders that the Top Fund has received and intends to rely on relief from the filing and delivery requirements under section 2.2 and paragraph 5.1(2)(a) of NI 81-106 including any material terms and conditions of the Exemption Sought.

(f) Such Top Fund is not a reporting issuer and the Filer has the necessary registrations to carry out its operations in each Jurisdiction in which it operates.

(g) The conditions in section 2.11 of NI 81-106 will be met, except for subsection 2.11(b), and the audited annual financial statements and auditor’s report will be delivered to securityholders of such Top Fund in accordance with Part 5 of NI 81-106 on or before the 180th day after such Top Fund’s most recently completed financial year.

(h) This order terminates within one year of the coming into force of any amendment to NI 81-106 or other rule that modifies how the Annual Filing Deadline or Annual Delivery Requirement applies in connection with investment funds that are not reporting issuers.

“Darren McKall”

Darren McKall

Associate Vice President, Investment Management Division

Ontario Securities Commission

Application #2025/0293

SEDAR+ Project #6280014