In the Matter of Tall Oak Capital Advisors Inc., 2026 CanLII 58296

June 12, 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 TALL OAK CAPITAL ADVISORS INC. (the Filer)

AND

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, the Filer’s affiliates, and any investment funds which are not reporting issuers under the securities legislation of the Jurisdiction, for which the Filer is the investment fund manager (the Existing Top Funds), or will be the investment fund manager (the Future Top Funds, and collectively with the Existing Top Funds, the Top Funds) and for which the Filer, or an affiliate of the Filer, is, or will be, the portfolio manager, for a decision under the securities legislation of the Jurisdiction (the Legislation) in connection with the investment by the Top Funds in securities of the Underlying Funds (as defined below), for an exemption from:

(a) in respect of the Top Funds, the restrictions in the Legislation which prohibit:

(i) 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 securityholder,

(ii) an investment fund from knowingly making an investment in an issuer in which,

(A) any officer or director of the investment fund, its management company or distribution company or an associate of any of them, or

(B) any person or company who is a substantial securityholder of the investment fund, its management company or its distribution company,

has a significant interest,

(iii) an investment fund, its management company or its distribution company from knowingly holding an investment described in paragraph (i) or (ii) above (collectively, the Related Issuer Relief); and

(b) in respect of the Filer, and each affiliate of the Filer that is a registered adviser, from the restrictions contained 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 and, together with the Related Issuer Relief, the Exemptions Sought).

Under National Policy 11-203 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 British Columbia, Alberta, Québec, Newfoundland and Labrador, Nova Scotia and New Brunswick (together with Ontario, the Jurisdictions).

Interpretation

Terms defined in National Instrument 14-101 Definitions, MI 11-102 and NI 31-103 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:

The Filer

1. The Filer is a corporation incorporated under the laws of the province of Ontario with its head office located in London, Ontario.

2. The Filer is registered as a portfolio manager and an exempt market dealer in the Provinces of British Columbia, Alberta, Québec, Newfoundland and Labrador, Nova Scotia and New Brunswick and Ontario and is registered as an Investment Fund Manager in the Provinces of Ontario, Québec and Newfoundland and Labrador. In carrying on business in Nova Scotia, the Filer is relying on the client mobility registration exemption provided for in section 8.30 of NI 31-103.

3. The Filer is the investment fund manager of each Top Fund. To the extent that the Filer, or an affiliate of the Filer, is the investment fund manager of any Future Top Fund, the representations set out in this Application will apply to the same extent to such Future Top Fund.

4. The Filer is the manager of each Top Fund and The Tall Oak Global Opportunities Fund and one or more future investment vehicles (the Underlying Funds).

5. The Filer is a “responsible person” (as that term is defined in NI 31-103) of each Top Fund and each Underlying Fund.

6. The Filer is not in default of securities legislation in any of the Jurisdictions.

The Top Funds

7. Each Top Fund will be organized as a limited partnership or trust under the laws of Ontario or another jurisdiction of Canada. The Top Funds are or will be pooled funds, each of which qualifies as a “mutual fund” as defined under the Legislation. The Top Funds will not be reporting issuers in any province or territory of Canada.

8. Each Top Fund is an open-ended, mutual fund trust established pursuant to a declaration of trust under the laws of Ontario. Each Future Top Fund will be an open-ended, mutual fund trust established pursuant to a declaration of trust under the laws of Ontario or another jurisdiction of Canada.

9. Each Top Fund is not a reporting issuer under the Legislation and no Future Top Fund will be a reporting issuer in any province or territory of Canada.

10. Securities of each Top Fund will be distributed only to “accredited investors”, within the meaning of National Instrument 45-106 Prospectus Exemptions (NI 45-106) and section 73.3 of the Securities Act (Ontario) (the Act), or to other investors pursuant to other exemptions from the prospectus requirements set out in NI 45-106 or the Legislation.

11. Each Top Fund has, or will have, an offering memorandum which will be provided to investors.

12. To achieve its investment objective, a Top Fund may invest some or all of its assets in one or more Underlying Funds, which investment will be consistent with the Top Fund’s investment objectives and strategies (the Fund-on-Fund Structure).

13. The Top Funds are not in default of securities legislation in any of the Jurisdictions.

The Underlying Funds

14. An Underlying Fund may be organized as a trust or limited partnership under the laws of Ontario or another jurisdiction of Canada. The Underlying Funds will not be reporting issuers in any province or territory of Canada.

15. Securities of each Underlying Fund will be distributed only to “accredited investors”, within the meaning of NI 45-106 and section 73.3 of the Act, or to other investors pursuant to other exemptions from the prospectus requirements set out in NI 45-106 or the Act.

16. Each Underlying Fund has, or will have, an offering memorandum which will be provided to investors.

17. One such Underlying Fund, the Tall Oak Global Opportunities Fund (the Global Opportunities Fund), is an investment product established as a limited partnership under the laws of Ontario. The general partner of the Global Opportunities Fund is Tall Oak Global Opportunities GP Inc., which is an affiliate of the Filer.

18. The investment objective of the Global Opportunities Fund is to seek a total return of both current income and long-term capital appreciation by investing primarily in a globally diversified portfolio of private equity, real estate and infrastructure assets, together with marketable securities for liquidity management and tactical positioning.

19. The Global Opportunities Fund is not subject to National Instrument 81-102 Investment Funds (NI 81-102) and is not considered to be an “investment fund” as such term is defined under the Legislation.

20. The Global Opportunities Fund is not a reporting issuer in any jurisdiction of Canada. Units of the Global Opportunities Fund are sold pursuant to exemptions from the prospectus requirements in accordance with NI 45-106 or the Act, as applicable.

21. The Global Opportunities 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.

22. The net asset value of the Global Opportunities Fund is, or will be, independently determined by a party that is arm’s length to the Filer.

23. The Global Opportunities Fund is not in default of securities legislation in any of the Jurisdictions.

24. No Top Fund will actively participate in the business or operations of the Global Opportunities Fund or any Underlying Fund.

Fund-on-Fund Structure

25. Each Top Fund allows investors in the Top Fund to obtain exposure to the investment portfolios of one or more Underlying Funds and their investment strategies through the Fund-on-Fund Structure. The Filer believes that investing in one or more Underlying Funds will allow a Top Fund to achieve its investment objective in an efficient and cost-effective way and will not be detrimental to the interests of the other securityholders of the Underlying Funds. This is because the Fund-on-Fund Structure can provide greater diversification for a Top Fund in particular asset classes, on a more cost-efficient basis, than investing directly in the securities held by the Underlying Funds. The Fund-on-Fund Structure will also allow investors with smaller investments to have access to a larger variety of investments than would otherwise be available.

26. The amount invested from time to time in an Underlying Fund by a Top Fund, either alone or together with one or more other Top Funds, may exceed 20% of the outstanding voting securities of such Underlying Fund, as the case may be. As a result, each Top Fund could, either alone or together with one or more other Top Funds, become a substantial securityholder of an Underlying Fund. The Top Funds are, or will be, related mutual funds by virtue of the common management by the Filer or an affiliate of the Filer.

27. Each Top Fund will manage its investments in an Underlying Fund with discretion to buy and sell securities of such Underlying Fund selected in accordance with the Top Fund’s investment objective, as well as to alter its holdings in any Underlying Fund in which it invests.

28. 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.

29. Securities of an Underlying Fund will be acquired by a Top Fund pursuant to an exemption from the prospectus requirement. The Filer will act as an exempt market dealer in respect of such acquisitions. An investment in an Underlying Fund by a Top Fund will be effected at an objective price. According to the Filer's policies and procedures, an objective price, for this purpose, will be the net asset value per security.

30. The investment objectives and restrictions applicable to a Top Fund will be described in the offering memorandum of the Top Fund (the Offering Memorandum), as will the fees, compensation and expenses payable by the Top Fund and matters relating to the structure of the Top Fund, the calculation of net asset value, distributions, the powers and duties of the investment fund manager and all other matters material to the Top Fund. The Offering Memorandum also discloses that in pursuing its investment objectives, a Top Fund may invest in one or more Underlying Funds.

31. The investment portfolios of the Top Funds are, or will be, considered to be liquid. While the Top Funds are not prohibited from purchasing and holding "illiquid assets" (as defined in NI 81-102), the Top Funds will be managed to ensure there is sufficient liquidity to facilitate redemptions in the ordinary course by securityholders of the Top Funds.

32. Each of the Top Funds will prepare annual audited financial statements and interim unaudited financial statements in accordance with National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106) and will otherwise comply with the requirements of NI 81-106 applicable to them. The holdings by a Top Fund of securities of an Underlying Fund will be disclosed in the financial statements of the Top Fund.

33. The Offering Memorandum of each Top Fund will be provided to all investors of the applicable Top Fund and will disclose:

(a) that the Top Fund may purchase securities of one or more Underlying Funds, as the case may be;

(b) that the Filer, or an affiliate of the Filer, is the investment fund manager and portfolio manager of both the Top Funds and the Underlying Funds and potential conflicts of interest relating to such relationship;

(c) the approximate or maximum percentage of net assets of the Top Fund that the Top Fund intends to invest in securities of the Underlying Funds, as applicable;

(d) the process or criteria used to select the Underlying Funds, as applicable;

(e) the fees and expenses payable by the Underlying Funds that the Top Fund may invest in, including any incentive fees; and

(f) that securityholders of a Top Fund are entitled to receive from the Filer, on request and free of charge, a copy of the Offering Memorandum and the annual and interim financial statements of any Underlying Fund in which the Top Fund invests.

34. The securityholders of a Top Fund will receive, on request, a copy of the audited annual financial statements and interim unaudited financial statements of any Underlying Fund in which the Top Fund invests.

35. The Top Funds and the Underlying Funds will have matching valuation dates.

36. There will be no sales fees or redemption fees payable by a Top Fund in respect of an acquisition, disposition or redemption of securities of an Underlying Fund by a Top Fund, other than brokerage fees incurred on the purchase or disposition of securities of an Underlying Fund that are purchased or disposed of in the secondary market.

37. 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 investment.

38. There will be no management fees or incentive fees payable by a Top Fund that, to a reasonable person, would duplicate a fee payable by an Underlying Fund for the same service.

39. The investment fund manager will not cause the securities of an Underlying Fund held by a Top Fund to be voted at any meeting of the securityholders of such Underlying Fund, as the case may be, except that it may, but is not required to, arrange for the securities of such Underlying Fund held by a Top Fund to be voted by the securityholders of the Top Fund.

40. A Top Fund will not purchase or hold securities of an Underlying Fund unless:

(a) at the time of the purchase of securities of such Underlying Fund, as the case may be, the Underlying Fund holds no more than 10% of its net asset value in securities of other investment funds; or

(b) such Underlying Fund, as applicable:

(i) links its performance to the performance of one other mutual fund (i.e., a clone fund);

(ii) purchases or holds securities of mutual funds that are “money market funds” (as such term is defined in NI 81-102); or

(iii) purchases or holds securities that are “index participation units” (as such term is defined in NI 81-102).

41. 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 such 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.

42. Absent the Exemptions Sought,

(a) each Top Fund would be prohibited from (i) becoming a substantial securityholder of an Underlying Fund, 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; and

(b) each Top Fund, from knowingly making an investment in an Underlying Fund in which any partner, director, officer or employee of the Top Fund’s management company or an affiliate or associate of the Top Fund’s management company is a partner, director or officer.

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 Exemptions Sought are granted provided that:

(a) securities of each Top Fund are distributed in Canada solely pursuant to exemptions from the prospectus requirements in NI 45-106 or the Act;

(b) the investment by a Top Fund in one or more Underlying Funds is compatible with the investment objectives of the Top Fund;

(c) no Top Fund will purchase or hold securities of an Underlying Fund unless, at the time of the purchase of securities of such Underlying Fund, such Underlying Fund holds not more than 10% of its net assets in securities of other investment funds unless such Underlying Fund:

(i) is a “clone fund” (as defined by NI 81-102);

(ii) purchases or holds securities of a “money market fund” (as defined by NI 81-102); or

(iii) purchases or holds securities that are index participation units issued by an investment 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 the Top Fund that, to a reasonable person, would duplicate a fee payable by such Underlying Fund for the same service;

(e) 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 such Underlying Fund;

(f) the securities of an Underlying Fund held by a Top Fund will not be voted at any meeting of the securityholders of such Underlying Fund, except that the Top Fund may arrange for the securities of such Underlying Fund it holds to be voted by the beneficial holders of securities of the Top Fund;

(g) the Offering Memorandum or statement of investment policies and guidelines, where available, or other disclosure document of a Top Fund, will be provided to each new investor prior to their purchase of securities of the Top Fund, and will disclose the following information:

(i) that the Top Fund may purchase securities of one or more Underlying Funds;

(ii) that the Filer, or an affiliate of the Filer, is the investment fund manager and portfolio manager of both the Top Fund and the Underlying Funds;

(iii) the approximate or maximum percentage of the net assets of the Top Fund that it is intended be invested in securities of each Underlying Fund;

(iv) each officer, director or substantial securityholder of the Filer, an affiliate of the Filer or of the Top Fund that also has a significant interest in an Underlying Fund, the approximate amount of the significant interest they hold, on an aggregate basis, expressed as a percentage of the net asset value of such Underlying Fund, and the potential conflicts of interest that may arise from such relationships;

(v) the fees and expenses payable by the Underlying Funds that the Top Fund may invest in, including any incentive fee;

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

(vii) that investors are entitled to receive from the Filer, or its affiliate, on request and free of charge, a copy of the Offering Memorandum or other similar disclosure document of any Underlying Fund in which the Top Fund invests; and

(viii) that investors are entitled to receive from the Filer, or its affiliate, on request and free of charge, the annual or semi-annual financial statements relating to any Underlying Fund in which the Top Fund invests; and

(h) the net asset value of the Underlying Funds is, or will be, independently determined by a party that is arm’s length to the Filer.

“Darren McKall”

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

Application No. 2026-231