Oak Hill Asset Management Inc. (Re), 2026 CanLII 49169

May 25, 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 OAK HILL ASSET MANAGEMENT INC. (the Filer)

AND

THE TOP FUND (as defined below)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer on behalf of Oak Hill Wilshire Bridgewater Managed Alpha Fund (the Top Fund), which invests directly or indirectly in underlying funds or other collective investment vehicles as part of its investment strategy, for a decision under the securities legislation of the Jurisdiction (the Legislation) exempting the Filer and the Top Fund from the following requirements of National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106):

(a) the requirement in section 2.2 that the Top Fund files its audited annual financial statements and auditor’s report (the Annual Financial Statements) on or before the 90^th day after the Top Fund’s most recently completed financial year (the Annual Filing Deadline); and

(b) the requirement in paragraph 5.1(2)(a) that the Top Fund delivers to securityholders its Annual Financial Statements 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 (together with the Jurisdiction, the Jurisdictions)

Interpretation

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

Representations

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

The Filer

1. The Filer is a corporation incorporated under the Canada Business Corporations Act with its principal place of business in Toronto, Ontario.

2. The Filer is registered as:

(a) an investment fund manager in Ontario, Québec and Newfoundland and Labrador;

(b) a portfolio manager in Ontario, Québec, British Columbia, Alberta, Saskatchewan and Manitoba; and

(c) an exempt market dealer in Ontario, Québec, British Columbia, Alberta, Saskatchewan and Manitoba.

3. The Filer is not a reporting issuer in any jurisdiction and is not in default of securities legislation of any of the Jurisdictions.

4. The Filer is the investment fund manager of the Top Fund.

The Top Fund

5. The Top Fund is a trust formed under the laws of the Province of Ontario.

6. The Top Fund is a “mutual fund” for the purposes of the securities legislation of the Jurisdictions.

7. Securities of the Top Fund are offered for sale to qualified investors in one or more Jurisdictions pursuant to exemptions from the prospectus requirements under National Instrument 45-106 Prospectus and Registration Exemptions (NI 45-106) or equivalent exemptions.

8. The Top Fund is not a reporting issuer in any of the Jurisdictions.

9. The Top Fund has a financial year-end of December 31.

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

11. The investment objective of the Top Fund is to provide securityholders with exposure to Wilshire Bridgewater Managed Alpha Master Fund Limited (the Master Fund) through a master-feeder structure. The Top Fund may also obtain exposure to the investment strategy of the Master Fund by investing directly in the Master Fund or indirectly through another vehicle.

12. In order to obtain exposure to the Master Fund, the Top Fund invests all or substantially all of its assets in Wilshire Bridgewater Managed Alpha Fund Limited (the Underlying Fund, and together with the Master Fund, the Underlying Funds). The Underlying Fund in turn invests all or substantially all of its assets in the Master Fund.

13. The investment objective of the Master Fund is to achieve substantial capital appreciation in a wide range of asset classes using proprietary investment systems while targeting long-term volatility of approximately 12%.

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

15. The Filer believes that investing in or providing exposure to the Master Fund offers Canadian investors access to investment strategies, asset classes and an underlying manager that would not otherwise be available to such investors and offers benefits not available through a direct investment in the Underlying Funds.

16. Securities of the Top Fund are redeemable at various intervals, as are securities of the Underlying Funds. As the Top Fund has a medium- to long-term investment horizon, the Top Fund will be able to manage its own liquidity requirements by taking into consideration the frequency at which securities of the Underlying Funds may be redeemed or other methods, such as imposing redemption conditions and limits, which will be disclosed in the Top Fund’s offering memorandum.

17. The net asset value (NAV) of the Top Fund will be calculated no less frequently than monthly. Securityholders of the Top Fund will be provided with the NAV of the Top Fund on a monthly basis.

18. The investment of the Top Fund in the Master Fund through the Underlying Fund will be disclosed in the Top Fund’s financial statements.

Financial Statement Filing and Delivery Requirements

19. Section 2.2 and paragraph 5.1(2)(a) of NI 81-106 require the Top Fund to file and deliver its Annual Financial Statements by the Annual Filing Deadline. As the financial year-end for the Top Fund is December 31, the filing and delivery deadline for the Annual Financial Statements of the Top Fund would be March 30 or March 31 (depending on the year).

20. Section 2.11 of NI 81-106 provides an exemption from the filing requirements of the Annual Financial Statements if, among other things, the Top Fund delivers such statements in accordance with Part 5 of NI 81-106 by the Annual Filing Deadline. Subject to the Exemption Sought, the Filer intends to rely on this exemption to not file its Annual Financial Statements.

21. The Top Fund needs to receive financial statements from the Underlying Fund in order to finalize its Annual Financial Statements and the Underlying Fund needs to receive financial statements from the Master Fund in order to finalize its annual financial statements.

22. In order to formulate an opinion on the Annual Financial Statements, the Top Fund’s auditor requires audited financial statements of the Underlying Fund in order to audit the information contained in the Top Fund’s Annual Financial Statements. The auditor of the Top Fund has advised the Filer that they will be unable to complete the audit of the Top Fund’s Annual Financial Statements until the audited financial statements of the Underlying Fund are completed and available to the Top Fund.

23. The Underlying Funds are each 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.

24. The Top Fund will not be able to obtain the finalized financial statements of the Underlying Fund prior to the Annual Filing Deadline for filing the Annual Financial Statements and, in all cases, no sooner than other investors of the Underlying Fund receive the financial statements and reports of the Underlying Fund.

25. Absent the Exemption Sought, the Top Fund will be unable to meet each Annual Filing Deadline and Annual Delivery Requirement. The Filer expects this timing delay in the completion of its Annual Financial Statements of the Top Fund to occur every year for the foreseeable future.

26. The Top Fund therefore seeks an extension of the Annual Filing Deadline and Annual Delivery Requirement to permit delivery within 183 days of the Top Fund’s most recently completed financial year-end, to enable (i) the Underlying Fund to first receive the audited annual financial statements and auditor’s report of the Master Fund so as to be able to prepare the Underlying Fund’s audited annual financial statements and auditor’s report, and (ii) the Top Fund to first receive the audited annual financial statements and auditor’s report of the Underlying Fund so as to be able to prepare the Top Fund’s Annual Financial Statements.

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

28. The offering memorandum of the Top Fund that will be provided to investors will disclose that the Annual Financial Statements for the Top Fund will be delivered to each investor within 183 days of the Top Fund’s financial year-end.

29. The Filer will notify securityholders of the Top Fund that it has received and intends 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 to the Top Fund provided that:

1. The Top Fund has a financial year-end of December 31.

2. The Top Fund’s investment strategy is to primarily invest its investable assets directly or indirectly in the Underlying Fund whose investment objective is compatible with the Top Fund’s investment objective.

3. The Top Fund has no less than 25% of its total assets as at its financial year-end of December 31 invested in the Underlying Fund, which has a financial year-end that corresponds to that of the Top Fund and is subject to laws of its jurisdiction that requires its annual financial statements to be delivered within 183 days of its financial year-end.

4. The offering memorandum provided to prospective investors regarding the Top Fund discloses that the Annual Financial Statements of the Top Fund will be delivered on or before the 183^rd day after the Top Fund’s most recently completed financial year.

5. The Top Fund notifies its securityholders that it 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.

6. The Top Fund is not a reporting issuer in any of the Jurisdictions and the Filer has the necessary registrations to carry out its operations in each of the Jurisdictions in which it operates.

7. The conditions in section 2.11 of NI 81-106 will be met, except for subsection 2.11(b), and the Annual Financial Statements will be delivered to securityholders of the Top Fund in accordance with Part 5 of NI 81-106 on or before the 183^rd day after the Top Fund’s most recently completed financial year.

8. This decision 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 the Annual Delivery Requirement applies in connection with investment funds that are not reporting issuers.

“Darren McKall”

Darren McKall

AVP, Investment Management

Ontario Securities Commission

Application #2026/165

SEDAR+ #6425776