Algonquin Capital Corporation (Re), 2026 CanLII 17275

March 4, 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

AND

IN THE MATTER OF ALGONQUIN CAPITAL CORPORATION (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 from the Filer, on behalf of each of the Filer, Algonquin Fixed Income 2.0 Fund (Algonquin Fixed Income), Algonquin Debt Strategies Fund LP (Algonquin Debt, together with Algonquin Fixed Income, the Existing Top Funds) and one or more investment funds under the securities legislation of the principal regulator (the Legislation) and which are established, advised and managed by the Filer, in the future (the Future Top Funds, and together with the Existing Top Funds, the Top Funds) for a decision under the Legislation:

1. exempting the Top Funds from the following restrictions in the Legislation:

(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);

2. exempting the Filer and each affiliate that acts as manager of a Top Fund from paragraph 117(1) of the Legislation, being the requirement to prepare a report in accordance with the requirements of the Legislation of every transaction by a Top Fund involving a purchase of securities from, or sale of securities to, any related person or company (the Reporting Relief);

3. exempting the Filer and each affiliate that is a registered adviser from the prohibition in paragraph 13.5(2)(a) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant 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 (the Consent Requirement Relief) to permit each Top Fund to invest a portion of its assets in an Underlying Fund (as defined below); and

4. exempting Algonquin Fixed Income and each Future Top Fund managed by the Filer that is a reporting issuer subject to National Instrument 81-102 Investment Funds (NI 81-102) (collectively, the Public Top Funds), from the restrictions in paragraphs 2.5(2)(a), 2.5(2)(a.1) and 2.5(2)(c) of NI 81-102 that prohibit an investment fund from investing in securities of an investment fund that is not subject to NI 81-102 and is not a reporting issuer in any Jurisdiction (the Fund-of-Fund Relief),

to permit each Top Fund to invest a portion of its assets in

(i) an investment fund organized as a trust that is managed by the Filer or one of its affiliates and has been organized under the laws of the province of Ontario and is not a reporting issuer in any province or territory of Canada (the Initial Underlying Fund), and/or

(ii) any other future investment fund that is, or will be, managed by the Filer or one of its affiliates that will have similar non-traditional investment strategies (the Future Underlying Fund and, together with the Initial Underlying Fund, the Underlying Funds or each an Underlying Fund).

The Related Issuer Relief, the Reporting Relief, the Consent Requirement Relief, and the Fund-of-Fund Relief are collectively referred to in this Application, 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 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 Ontario, the Jurisdictions).

Interpretation

Unless otherwise defined herein, terms in this decision have the respective meanings given to them in National Instrument 14-101 Definitions, NI 81-102, National Instrument 81-107 Independent Review Committee for Investment Funds (NI 81-107) and MI 11-102.

Representations

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

The Filer

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

2. The Filer is registered with the Ontario Securities Commission in the categories of investment fund manager (the IFM), portfolio manager, and exempt market dealer. The Filer is also registered as an exempt market dealer in Alberta, British Columbia, Manitoba and Nova Scotia and an exempt market dealer and investment fund manager in Québec and Newfoundland and Labrador.

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

4. The Filer or an affiliate of the Filer is, or will be, a "responsible person" (as defined in NI 31-103) of each Top Fund and each Underlying Fund.

5. The Filer is not a reporting issuer in any jurisdiction and is not in default of securities legislation of any jurisdiction of Canada.

The Top Funds

6. The securities of the Top Funds 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.

7. The securities of the Public Top Funds are, or will be, qualified for distribution in one or more Jurisdictions.

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

9. Each Top Fund that is not a reporting issuer (a Private Top Fund) has, or will have, an offering memorandum or statement of investment policies and guidelines, which is provided to investors.

10. None of the Private Top Funds are, or will be, reporting issuers under the securities legislation of one or more Jurisdictions.

11. The Public Top Funds are or will be organized under the laws of Ontario as an investment fund and is/or will be a "mutual fund" or an "alternative mutual fund" for the purposes of the Legislation.

12. The Public Top Funds are subject to NI 81-107 and the manager of the Public Top Funds has established an independent review committee (the IRC) in order to review conflict of interest matters pertaining to its management of the Top Funds as required by NI 81-107.

13. Each Top Fund may wish to invest in securities of the Underlying Funds, provided the investment is consistent with the Top Fund's investment objectives and strategies.

14. Each Top Fund will comply with the investment restrictions and practices provided in Part 2 of NI 81-102 applicable to "alternative mutual funds" in making any investment in an Underlying Fund and, in particular, will comply with the concentration restriction in section 2.1, the control restriction in section 2.2 and the illiquid assets restriction in section 2.4. Each Top Fund will treat securities of the Underlying Funds as illiquid assets for these purposes.

15. The Top Funds and Underlying Funds subject to National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106) will prepare annual audited financial statements and interim unaudited financial statements in accordance with NI 81-106 and will otherwise comply with the requirements of NI 81-106 applicable to them.

16. Each Top Fund qualifies to invest in securities of the Underlying Funds pursuant to applicable exemptions from the prospectus requirement under NI 45-106 and/or the Legislation.

17. The Existing Top Funds are not in default of securities legislation of any Jurisdiction.

18. The Filer is or will be the investment fund manager and the portfolio manager of the Top Funds.

The Underlying Funds

19. The Initial Underlying Fund is not currently a reporting issuer in any province or territory of Canada. The Initial Underlying Fund may become a reporting issuer in any province or territory of Canada, and the Future Underlying Funds may be reporting issuers in any province or territory of Canada.

20. Any Underlying Fund will be formed under the laws of the Jurisdictions.

21. Securities of the Underlying Funds will be offered to qualified investors, including the Top Funds, on a private placement basis pursuant to available exemptions from the prospectus requirements under Canadian securities legislation.

22. Securities of the Initial Underlying Fund are, and any Future Underlying Funds will be, distributed solely to investors pursuant to exemptions from the prospectus requirements in accordance with NI 45-106 and/or the Legislation, as applicable.

23. Each Initial Underlying Fund has an offering memorandum which is provided to investors.

24. Each Underlying Fund 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.

25. The Filer is the investment manager and portfolio manager of the Initial Underlying Fund and will be the investment manager and the portfolio manager of each of the other Underlying Funds.

26. The investment objective of the Initial Underlying Fund is to generate positive absolute returns with an emphasis on capital preservation and with a low correlation to traditional equity and fixed income markets. The Investment Manager will seek to achieve this objective by investing primarily in income producing securities and will focus on corporate debt. The Initial Underlying Fund may also invest in convertible debt securities, fixed-income securities of government agencies or of supranational agencies, floating rate securities, trusts, corporate bonds and loans, exchange-traded funds, partnerships, and preferred shares, as well as derivative contracts for investment or hedging purposes.

27. No Top Fund will actively participate in the business or operations of the Underlying Fund.

The Future Underlying Funds

28. Future Underlying Funds may be structured as limited partnerships, trusts or corporations governed by the laws of any of the Jurisdictions.

29. The portfolio of each Underlying Fund consists or will consist primarily of publicly traded securities, debt instruments and derivatives. No Underlying Fund holds, or will hold, more than 10% of its NAV in illiquid assets (as defined in NI 81-102).

30. Each Future Underlying Fund will be an "investment fund" as defined under the Legislation and will not be subject to NI 81-102.

31. The Future Underlying Funds may or may not be reporting issuers in any of the Jurisdictions.

Investments by Top Funds in the Underlying Funds

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

33. The Filer believes that an investment by a Top Fund in an Underlying Fund will provide the Top Fund with an efficient and cost-effective way for the Top Funds to obtain exposure to fixed income securities (Target Securities) which are generally not available in odd lots without incurring material additional transaction costs. It will also permit the Filer, or an affiliate of the Filer, to manage a single portfolio of Target Securities for both a Top Fund and an Underlying Fund in a single investment vehicle structure.

34. Managing a single pool of assets provides economies of scale, allows the Top Funds to achieve their investment objectives in a cost-efficient manner and will not be detrimental to the interest of other securityholders of an Underlying Fund. This structure is also expected to increase the asset base of the Underlying Funds, which is expected to result in additional benefits to unitholders of the Underlying Funds, including more favourable pricing and transaction costs on portfolio trades, increased access to investments when there is a minimum subscription or purchase amount and better economies of scale through greater administrative efficiency.

35. The Filer believes that a meaningful allocation to Target Securities provides Top Fund investors with unique diversification opportunities and represents an appropriate investment tool for the Top Fund that has not been readily available in the past.

36. The amounts invested from time to time in an Underlying Fund by one or more of the Top Funds may exceed 20% of the outstanding voting securities of any single Underlying Fund. Accordingly, each Top Fund could, either alone or together with other Top Funds, become a "substantial security holder" (as defined in the Legislation) of an Underlying Fund.

37. Investments by a Top Fund in an Underlying Fund 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 Fund.

38. Each Public Top Fund is, or will be, valued and redeemable daily and each Private Top Fund, is, or will be, valued and redeemable at least monthly and the Underlying Funds may be potentially subject to redemption limitations including redemption notice periods, early redemption penalties and other restrictions on redemptions in a given period of time (collectively, Redemption Limitations).

39. An investment by a Top Fund in an Underlying Fund 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.

Generally

40. 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 Fund that, to a reasonable person, would duplicate a fee payable by the Top Fund to the Filer or its investors.

41. In respect of an investment by a Top Fund in an Underlying Fund, 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 Fund for the same service.

42. Where applicable, a Top Fund's investment in an Underlying Fund will be disclosed to investors, and in respect of Public Top Funds, this includes that Public Top Fund's quarterly portfolio holding reports, financial statements, and fund facts documents.

43. Where an investment is made by a Public Top Fund in an Underlying Fund, the annual and interim management reports of fund performance for the Public Top Fund will disclose the name of the related Underlying Fund. The Top Funds and Underlying Funds subject to NI 81-106 will prepare annual audited financial statements and interim unaudited financial statements in accordance with NI 81-106 and will otherwise comply with the requirements of NI 81-106 applicable to them.

44. Where an investment is made by a Top Fund in an Underlying Fund, 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 Fund.

45. The prospectus of each Public Top Fund 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 Fund may invest, directly or indirectly, in an Underlying Fund, which are investment funds managed by the Filer or an affiliate of the Filer.

46. 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 Funds, which are collective investment vehicles managed by the Filer or an affiliate of the Filer as well as include the Additional Disclosure (as defined below).

47. Each Underlying Fund 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.

48. For any Public Top Fund, subject to compliance with section 2.2 of NI 81-102, the amount invested from time to time in an Underlying Fund by a Public Top Fund, together with one or more Top Funds, may exceed 20% of the outstanding voting securities of the Underlying Fund. This may result by reason of a group of Top Funds providing initial investments into the Underlying Funds on the start-up of the Underlying Fund. As a result, each Top Fund could, together with one or more other Top Funds, become a "substantial security holder" of an Underlying Fund 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 an Underlying Fund. The Top Funds are, or will be, "related investment funds", as defined in the Legislation by virtue of common management by the Filer or by an affiliate of the Filer.

49. In addition, an officer or director of the Filer or of an affiliate of the Filer may have a "significant interest" in an Underlying Fund 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 Fund within the meaning of the Legislation, which would prohibit the Top Fund from investing in the Underlying Fund.

50. Paragraph 13.5(2)(a) of NI 31-103 prohibits the Filer or an affiliate that acts as portfolio manager of a Top Fund from knowingly causing a Top Fund to invest in an Underlying Fund that is structured as a limited partnership, where the general partner of the Underlying Fund 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.

51. As the Filer is a registered firm under NI 31-103, the assets of the Initial Top Fund and the Future Top Funds are, or will be, held by an entity that meets the qualifications of a qualified custodian under NI 31-103 and, in respect of Top Funds that are not reporting issuers, meets the qualifications set out in section 6.2 (for assets held in Canada) or section 6.3 (for assets held outside Canada) of NI 81-102, except that its audited financial statements may not have been made public. The assets of the Underlying Funds are, or will be, held by an entity that meets the qualifications of a qualified custodian under NI 31-103 and meets the qualifications set out in section 6.2 (for assets held in Canada) or section 6.3 (for assets held outside Canada) of NI 81-102, except that its audited financial statements may not have been made public.

52. Absent the Exemption Sought,

(a) each Top Fund would be prohibited from (i) becoming a substantial securityholder of an Underlying Fund, alone or together with other Top Funds, and (ii) investing in an Underlying Fund 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 from purchasing or holding securities of an Underlying Fund because such Underlying Fund (i) is not, or will not be, subject to NI 81-102, and (ii) is not, or will not be, a reporting issuer in the Jurisdictions; and

(c) the Filer, or an affiliate of the Filer acting as the management company (as defined in the Legislation) of the Top Funds would be required to file a report of every purchase and sale of securities of the Underlying Funds by the Top Funds or every purchase or sale effected by the Top Funds through any related person or company with respect to which the related person or company received a fee either from the Top Funds or from the other party to the transaction or from both within 30 days after the end of the month in which such purchase or sale occurs (the Reporting Requirement).

53. It would be costly and time-consuming for the Top Funds to comply with the Reporting Requirement.

54. The Filer considers that an investment by the Top Funds in the Underlying Funds raises "conflict of interest" matters within the meaning of NI 81- 107 and, therefore, if the Exemption Sought is granted, 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 Funds, including by way of standing instructions. No such investments will be made 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.

55. Subsection 6.2(3) of NI 81-107 provides an exemption for investment funds from the "investment fund conflict of interest investment restrictions" (as defined in NI 81-102) 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 an Underlying Fund by a Top Fund.

56. Investments in Underlying Funds are considered illiquid investments under NI 81-102 and, therefore, are not permitted to exceed 10% of the NAV of a 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. NI 81-102 allows holdings in illiquid investments so long as the aggregate exposure to illiquid investments is within the thresholds of the rule. The Filer has its own liquidity policy and manages each Top Fund's liquidity prudently under the policy. Given the readily available liquidity of the remainder of each Top Fund's investment portfolio, the Filer believes that the risk of a 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.

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) the investment by a Top Fund in an Underlying Fund will be 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;

(b) at the time of the purchase by a Top Fund of securities of an Underlying Fund, either (A) the Underlying Fundholds no more than 10% of its NAV in securities of other investment funds, or (B) the Underlying 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 defined in NI 81-102); or

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

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

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

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

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

(h) where applicable, 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 Top Fund may invest in an Underlying Fund, which is an investment fund managed by the Filer or an affiliate;

(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 Funds;

(ii) that the Filer is the investment fund manager and portfolio manager of both the Top Fund and the Underlying Fund;

(iii) 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 Fund;

(iv) for officers, directors and/or substantial securityholders of the Filer, or of a Top Fund, that, together or alone, have a significant interest in an applicable Underlying Fund, the approximate amount of the significant interest they hold, on an aggregate basis, expressed as a percentage of the applicable Underlying Fund's NAV, and the potential conflicts of interest which may arise from such relationship;

(v) the fees, expenses and any performance or special incentive distributions payable by the Underlying Fund in which a Top Fund invests;

(vi) that investors are entitled to receive from the Filer, on request and free of charge, a copy of the prospectus, offering memorandum or other similar disclosure document of the Underlying Fund, if available; and

(vii) that investors are entitled to receive from the Filer, on request and free of charge, the annual audited financial statements and interim financial reports relating to the Underlying Fund in which the Top Fund invests;

(j) the Filer shall annually inform investors in a Top Fund of their right to receive from the Filer, on request and free of charge, a copy of the prospectus, offering memorandum or other similar disclosure document of each Underlying Fund, if available, and the annual audited financial statements and interim financial reports relating to each Underlying Fund in which the Top Fund invests;

(k) the IRC of a Public Top Fund will review and provide its approval, including by way of standing instructions, prior to the purchase of securities of an Underlying Fund, directly or indirectly, by the Public Top Fund, in accordance with subsection 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 applicable and when an investment is made by a Public Top Fund in an Underlying Fund, 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 Fund;

(o) where applicable and when an investment is made by a Top Fund in an Underlying Fund, 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 Fund;

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

(q) a Top Fund will not invest in an Underlying Fund unless the NAV of the Underlying Fund is independently calculated by an arm's length third party and the annual financial statements of the Underlying Fund are audited and made available to the Top Fund.

"Darren McKall"

Darren McKall, Associate Vice President Investment Management Division Ontario Securities Commission

Application No. 2026/0010 SEDAR+ No. 6382640