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
McLEAN ASSET MANAGEMENT LTD.
(the Filer)
AND
IN THE MATTER OF
GBW ALTERNATIVE ALL-WEATHER GROWTH FUND
and
GBW ALTERNATIVE SHORT-TERM GROWTH FUND
(collectively, the Funds)
DECISION
Background
The principal regulator in the Jurisdiction has received an application from the Filer for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) set out in subsection 2.5(6) of National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101) that the time limit for the filing of the Second Year Documents (as defined herein) of the Funds be extended to July 7, 2026, (the Requested Relief).
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 each of the other provinces of Canada (together with the Jurisdiction, the Jurisdictions).
Interpretation
Terms defined in National Instrument 81-102 Investment Funds (NI 81-102), National Instrument 14-101 Definitions, and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.
Representations
This decision is based on the following facts represented by the Filer:
Filer
The Filer is a corporation incorporated under the Business Corporations Act (Ontario) (the OBCA) having its registered head office in Toronto, Ontario.
The Filer is registered as an Investment Fund Manager in Ontario, Québec and Newfoundland and Labrador, as an adviser in the category of Portfolio Manager in Ontario and Alberta and as a dealer in the category of Exempt Market Dealer in Ontario, Alberta, British Columbia, Newfoundland and Labrador and Québec.
The Filer is the trustee and manager of the Funds pursuant to the Third Amended and Restated Declaration of Trust of the Funds dated September 10, 2025 (the Declaration of Trust).
The Filer is not in default of the Legislation.
GB Wealth
GB Wealth is a corporation incorporated under the OBCA having its registered head office in Toronto, Ontario.
GB Wealth is registered as an Investment Fund Manager in Ontario, Québec and Newfoundland and Labrador, as an adviser in the category of Portfolio Manager and in the category of Commodity Trading Manager in Ontario.
GB Wealth is not in default of the Legislation.
The Funds
Each of the Funds was established as an open-ended unit trust under the laws of Ontario pursuant to the Declaration of Trust.
Each of the Funds is a reporting issuer in each of the Jurisdictions.
The Funds are not in default of the Legislation
Each series of units of the Funds (Units) are currently distributed to the public in the Jurisdictions pursuant to a simplified prospectus dated May 6, 2025, as amended by Amendment No. 1 dated September 10, 2025 (collectively, the Prospectus). The lapse date for the Prospectus under the Legislation is May 6, 2027 (the Lapse Date).
Pursuant to subsection 2.5(3)(a) of National Instrument 81-101 – Mutual Fund Prospectus Disclosure, distribution of the Units may continue for a period of 24 months from the date of the Prospectus if the Funds file a fund facts document for each series of Units (the Second Year Documents) no earlier than 13 months and no later than 11 months from the Lapse Date (the Filing Deadline).
Based on the current Filing Deadline, the Funds would be required to file the Second Year Documents by no earlier than April 6, 2026 and no later than June 6, 2026.
Change of Trustee and Manager
The Filer announced its resignation as Trustee and Manager of the Funds on May 1, 2026, with an effective date of June 30, 2026.
GB Wealth is prepared to act as the successor Trustee and Manager of the Funds.
Pursuant to the Declaration of Trust, the change of Trustee and Manager is required to be approved by unitholders of each of the Funds (the Unitholders) at separate, duly called and convened meetings (the Meetings). The Meetings must be called and convened in accordance with the applicable provisions of the Declaration and applicable laws (including NI 81-102 and National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer).
Due to the foregoing regulatory requirements for calling and holding the Meetings, the Meetings are currently scheduled to be held on or about June 26, 2026.
It is expected that the Unitholders of both Funds will approve the change of Trustee and Manager at the Meetings.
As a result of the timing for the holding of the Meetings, the Funds will not be able to file the Second Year Documents reflecting the change in Trustee and Manager on or before June 6, 2026. Hence, the Requested Relief for extending the Filing Deadline to July 6, 2026 is necessary.
Promptly following the Meetings, the Funds will file Amendment No. 2 to the Prospectus and the Second Year Documents reflecting, inter alia, the change in Trustee and Manager for each of the Funds.
If the Requested Relief is not granted, the Funds would be required to incur additional costs and fees to file the Second Year Documents by June 6, 2026 and then file Amendment No. 2 to the Prospects and amended Fund Facts documents following the approval of the change in Trustee and Manager at the Meetings.
The Requested Relief would not be contrary to the public interest as no investor harm would be caused by a short delay in filing the Second Year Documents.
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 Requested Relief is granted provided that the Funds otherwise comply with the investment fund prospectus renewal requirements prescribed by the Legislation.
“Darren McKall”
Darren McKall Associate Vice President, Investment Management Division Ontario Securities Commission
Application File #: 2026-228
SEDAR+ File #: 6437451