Northwood Family Office Ltd. and CI Private Counsel LP (Re), 2026 CanLII 51223

May 20, 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

NORTHWOOD FAMILY OFFICE LTD. (Northwood)

AND

CI PRIVATE COUNSEL LP

(CIPC, and together with Northwood, the Filers)

decision

Background

The principal regulator in the Jurisdiction (the Decision Maker) has received an application from the Filers for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation), for a decision pursuant to section 15.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103) for relief from paragraph 4.1(1)(b) of NI 31-103 to permit the CIPC Transferred Representatives (as defined below) to be registered as advising representatives and dealing representatives of each of Northwood and CIPC for a limited period during the transfer of certain of CIPC’s clients to Northwood (the Exemption Sought).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a) the Ontario Securities Commission (OSC) is the principal regulator for this application; and

(b) the Filers have provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in Ontario, Québec, British Columbia, Alberta, Manitoba, Saskatchewan, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Northwest Territories, Nunavut and Yukon (each a Jurisdiction) where each Filer is registered.

Interpretation

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

Representations

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

Northwood

1. Northwood is a company incorporated under the laws of the Province of Ontario with its head office located in Toronto, Ontario. The OSC acts as its principal regulator.

2. Northwood is registered as a portfolio manager (PM) and exempt market dealer (EMD) in the Jurisdictions and operates as a leading multi‑family office, providing integrated planning, investment management, wealth administration, and family engagement services to families of significant wealth.

3. Northwood is in compliance with all applicable securities laws and regulations and is not in default of the securities legislation in any Jurisdiction.

CIPC

4. CIPC is a limited partnership governed by the laws of Manitoba, with its registered head office located in Toronto, Ontario. The OSC acts as its principal regulator.

5. CIPC is registered as a PM and EMD in the Jurisdictions.

6. CIPC is principally engaged in the business of managing the financial affairs of high‑net‑worth individuals and families, providing a comprehensive and integrated suite of wealth management services through a single platform, and benefits from the financial strength and stability of its parent company, CI Financial Corp. (CIF).

7. As of March 31, 2026, CIPC has approximately CAD $12 billion in assets under administration across 15,829 client accounts (the CIPC Accounts).

8. CIPC is in compliance with all applicable securities laws and regulations and is not in default of the securities legislation in any Jurisdiction.

The Transaction

9. The Filers are affiliates and are each controlled by CIF, a corporation incorporated under the laws of Ontario. CIF is an independent, Canadian‑headquartered organization providing global asset management and wealth management services with its head office in Toronto, Ontario.

10. CIF is owned by Mubadala Capital, the alternative asset management arm of Abu Dhabi’s sovereign wealth fund, Mubadala Investment Company. In August 2025, Mubadala Capital acquired CIF through a privatization transaction, pursuant to which CIF became a wholly owned subsidiary of Mubadala Capital (the Mubadala Acquisition).

11. As a result of the Mubadala Acquisition, Mubadala Capital manages, advises, and administers more than US $430 billion in combined assets for clients and limited partners through its asset managers and strategic partners, including CIF and its affiliates and subsidiaries. These activities include the operations of the Filers and certain of their affiliated entities.

12. On June 1, 2026 (the Effective Date), it is intended that Northwood will be assigned certain assets of CIPC relating to its registrable activities as a PM and EMD (the CIPC Transaction), pursuant to the terms of an assignment agreement, which forms part of a broader internal reorganization within CIF’s group to consolidate and centralize certain investment management services (the CIF Reorganizations), including the assets and responsibilities described below:

(a) approximately 34% of the CIPC Accounts relating to its ultra-high-net-worth business activities, totalling approximately CAD $4 billion (the CIPC Transferred Accounts); and

(b) responsibility for the following five individuals registered as both advising representatives and as dealing representatives with CIPC and who currently service the CIPC Transferred Accounts (collectively, the CIPC Transferred Representatives):

i. Michael Mallinos;

ii. Rushad Khoorshed;

iii. Martha Pierce;

iv. Graham Schakelaar; and

v. Sarah Varley.

The Dual Registration

13. In anticipation of the assignment of the CIPC Transferred Accounts to Northwood as of the Effective Date, the CIPC Transferred Representatives will be dually registered with each Filer during the Transition Period (as defined below) for the purposes of:

(a) servicing clients of the CIPC Transferred Accounts affected by the CIPC Transaction and ensuring a smooth transition of accounts between the Filers; and

(b) ensuring that clients of the CIPC Transferred Accounts have received, and will continue to receive, accurate and complete relationship disclosure reflecting “Northwood Family Office Ltd.” as the registrant assuming responsibility for the CIPC Transferred Accounts, operating under the business name “Corient”, including disclosures relating to services provided, fees and charges, custodial arrangements, and conflicts of interest, as required under Part 14 of NI 31-103, and confirming that there will be no changes to applicable fees or custodial arrangements as a result of the CIPC Transaction.

14. Following completion of the CIPC Transaction and the related CIF Reorganizations, it is intended that “Northwood Family Office Ltd.” will change its name to “Corient Canada Ltd.” (Corient Canada).

15. Clients of the CIPC Transferred Accounts received a notice on April 24, 2026, describing the nature of the CIPC Transaction (the Client Notice).

16. On or about the Effective Date, CIPC will file a Form 33‑109F1 Notice of End of Individual Registration or Permitted Individual Status in respect of each CIPC Transferred Representative.

17. Following completion of the CIPC Transaction, CIPC will maintain its registrations as a PM and EMD in the Jurisdictions and continue to provide advisory and dealer services to its remaining client base in accordance with applicable securities legislation, and will continue to operate under the business names “Assante Private Client” and “CI Private Wealth / CI Gestion Privée de Patrimoine”.

18. The Exemption Sought will permit the CIPC Transferred Representatives to be dually registered with each Filer from the date this decision is issued until the earlier of (i) August 31, 2026 (being three months from the Effective Date), or (ii) the date on which all of the CIPC Transferred Representatives have surrendered their registration with CIPC (the Transition Period).

19. The CIPC Transaction will not result in any changes to the CIPC Transferred Accounts holdings, custodial arrangements, or investment mandates, and all existing custodial relationships will be maintained.

20. Each Filer has established policies and procedures to identify and appropriately address any material conflicts of interest that may arise in connection with the dual registration of the CIPC Transferred Representatives, in the best interests of clients.

21. During the Transition Period, the CIPC Transferred Representatives will be subject to the supervision and compliance requirements of both Filers. Each Filer will maintain appropriate supervision and reporting arrangements and will comply with any conditions imposed in connection with the granting of the Exemption Sought.

22. The CIPC Transferred Accounts will continue under their existing fee arrangements following completion of the CIPC Transaction, and no changes to fees will occur solely as a result of the CIPC Transaction. Any future changes to fees, if applicable, will be implemented in accordance with Corient Canada’s (formerly, Northwood Family Office Ltd.) contractual arrangements and applicable regulatory requirements, with appropriate disclosure to clients.

23. The ultimate designated person (UDP) and chief compliance officer (CCO) of each Filer will ensure that each CIPC Transferred Representative has sufficient time, capacity, and resources to adequately service both Filers and their respective clients.

24. The Filers are affiliates and are both indirectly controlled by CIF. As a result, the dual registration of the CIPC Transferred Representatives does not give rise to the material conflicts of interest typically associated with similar arrangements involving unrelated, arm’s length firms. The interests of the Filers are aligned in connection with the CIPC Transaction, which reduces the likelihood of material conflicts of interest arising from the dual registration of the CIPC Transferred Representatives.

25. Each Filer has established and maintains policies and procedures to monitor the conduct of the CIPC Transferred Representatives and to identify and address any conflicts of interest that may arise in connection with their dual registration, in accordance with NI 31-103, including the requirement to address any material conflicts of interest in the best interest of clients. During the Transition Period, the CIPC Transferred Representatives will be subject to the supervision of, and the applicable compliance requirements of, each Filer.

26. The Exemption Sought permitting the dual registration of the CIPC Transferred Representatives is limited to the Transition Period.

27. The Filers will ensure that the relationship between them, and the fact that the CIPC Transferred Representatives are dually registered with both Filers during the Transition Period, will be clearly and prominently disclosed in writing to clients and prospective clients of each Filer who deal with a CIPC Transferred Representative.

28. In the absence of the Exemption Sought, the Filers would be prohibited by section 4(1)(b) of NI 31-103 from permitting the CIPC Transferred Representatives to act as dealing and advising representatives of both Filers, even though the Filers are affiliates and have appropriate controls, supervision, and compliance procedures in place to oversee the activities of the CIPC Transferred Representatives.

29. The CIPC Transferred Representatives will act in the best interests of all clients of each Filer and will deal fairly, honestly and in good faith with clients of each Filer.

Decision

The Decision Maker in respect of the Exemption Sought is satisfied that the decision meets the test set out in the Legislation.

The decision of the Decision Maker under the Legislation is that the Exemption Sought is granted, provided that:

(a) the CIPC Transferred Representatives are subject to supervision by, and the applicable compliance requirements of, both Filers;

(b) the UDP and CCO of each Filer ensures that the CIPC Transferred Representatives have sufficient time and resources to adequately service each Filer and its respective clients;

(c) the Filers each have adequate policies and procedures in place to address any material conflicts of interest that may arise as a result of the dual registration of the CIPC Transferred Representatives in the best interests of clients;

(d) the relationship between the Filers and the fact that a CIPC Transferred Representative is dually registered with both of them is fully disclosed in writing to clients and prospective clients of each Filer who deal with a CIPC Transferred Representative; and

(e) the Exemption Sought expires on the earlier of the date on which all of the CIPC Transferred Representatives have surrendered their registration with CIPC, or on August 31, 2026.

Elizabeth Topp

Elizabeth Topp

Associate Vice President, Investment Management Division

Ontario Securities Commission

File No. 2026/0078