Ninepoint Partners LP
Headnote
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- relief granted under subsection 62(5) of the Securities Act to permit extensions of two prospectus lapse dates by 87 days and 73 days, to facilitate consolidation of the funds' prospectuses with the prospectuses of other funds under common management -- no conditions.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5).
October 18, 2022
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 NINEPOINT PARTNERS LP (the Filer)
DECISION
Background
The principal regulator in the Jurisdiction has received an application from the Filer on behalf of Ninepoint Carbon Credit ETF and Ninepoint Energy Income Fund (collectively, the Funds) for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) that the time limits for the renewal of the simplified prospectus of Ninepoint Carbon Credit ETF dated February 4, 2022 (the Carbon Credit ETF Prospectus) and the simplified prospectus of Ninepoint Energy Income Fund dated February 18, 2022 (the Energy Income Fund Prospectus, and together with the Carbon Credit ETF Prospectus, the Current Prospectuses) be extended to the time limits that would apply as if the lapse dates of the Current Prospectuses were May 2, 2023 (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 each of the other provinces and territories of Canada (together with Ontario, 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.
Representations
This decision is based on the following facts represented by the Filer:
1. The Filer is a limited partnership formed and organized under the laws of the Province of Ontario. The general partner of the Filer is Ninepoint Partners GP Inc., a corporation incorporated under the laws of the Province of Ontario. The head office of the Filer is located in Toronto, Ontario.
2. The Filer is registered under the securities legislation: (i) in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, and Newfoundland and Labrador as an adviser in the category of portfolio manager; (ii) in Ontario, Newfoundland and Labrador and Quebec as an investment fund manager; and (iii) in British Columbia, Alberta, Quebec, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, and Newfoundland and Labrador as a dealer in the category of exempt market dealer. The Filer is also registered in Ontario as a commodity trading manager.
3. The Filer is the trustee and manager of the Funds. The Filer is also the manager of other mutual funds as listed in Schedule A (the Other Funds) that are offered in each of the Jurisdictions under a simplified prospectus with a lapse date of May 2, 2023.
4. Neither the Filer nor the Funds are in default of securities legislation in any of the Jurisdictions.
5. Each of the Funds is (a) an open-ended mutual fund trust established under the laws of Ontario and (b) a reporting issuer as defined in the securities legislation of each of the Jurisdictions.
6. Securities of the Funds are currently qualified for distribution in each of the Jurisdictions under the Current Prospectuses.
7. Pursuant to subsection 62(1) of the Securities Act (Ontario) (the Act), the lapse dates for the Carbon Credit ETF Prospectus and the Energy Income Fund Prospectus are February 4, 2023 and February 18, 2023, respectively (each, a Current Lapse Date, and collectively, the Current Lapse Dates). Accordingly, under subsection 62(2) of the Act, the distribution of securities of each of the Funds would have to cease on the applicable Current Lapse Date unless: (i) the Funds file a pro forma simplified prospectus at least 30 days prior to the applicable Current Lapse Date; (ii) the final simplified prospectus is filed no later than 10 days after the applicable Current Lapse Date; and (iii) a receipt for the final simplified prospectus is obtained within 20 days after the applicable Current Lapse Date.
8. The Filer wishes to combine the Current Prospectuses with the simplified prospectus of the Other Funds in order to reduce renewal, printing and related costs. Offering the Funds under the same renewal simplified prospectus as the Other Funds would facilitate the distribution of the Funds in the Jurisdictions under the same prospectus and enable the Filer to streamline disclosure across the Filer's fund platform. The Funds share many common operational and administrative features with the Other Funds and combining them in the same simplified prospectus will allow investors to more easily compare their features.
9. The Filer may make changes to the features of the Other Funds as part of the process of renewing the Other Funds' simplified prospectus. The ability to renew the Current Prospectuses with the simplified prospectus of the Other Funds will ensure that the Filer can make the operational and administrative features of the Funds and the Other Funds consistent with each other, if necessary.
10. If the Exemption Sought is not granted, it will be necessary to renew the Current Prospectuses twice within a short period of time in order to consolidate the Current Prospectuses with the simplified prospectus of the Other Funds, and it would be unreasonable for the Filer to incur the costs and expenses associated therewith, given investors would not be prejudiced by the Exemption Sought.
11. There have been no material changes in the affairs of the Funds since the dates of the Current Prospectuses. Accordingly, the Current Prospectuses and current fund facts and ETF facts document(s) of each of the Funds continues to provide accurate information regarding the Funds.
12. Given the disclosure obligations of the Filer and the Funds, should any material change in the business, operations or affairs of the Funds occur, the Current Prospectuses and current fund facts and ETF facts document(s) of the applicable Fund(s) will be amended as required under the Legislation.
13. New investors of the Funds will receive delivery of the most recently filed fund facts or ETF facts document(s) of the applicable Fund(s). The Current Prospectuses of the Funds will remain available to investors upon request.
14. The Exemption Sought will not affect the accuracy of the information contained in the Current Prospectuses or the respective fund facts or ETF facts document(s) of each of the Funds, and therefore will not be prejudicial to the public interest.
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.
"Darren McKall"
Manager, Investment Funds and Structured Products
Ontario Securities Commission
Application File #: 2022/0449
Schedule A
Ninepoint Diversified Bond Fund
Ninepoint Energy Fund
Ninepoint Global Infrastructure Fund
Ninepoint Global Real Estate Fund
Ninepoint Gold and Precious Minerals Fund
Ninepoint High Interest Savings Fund
Ninepoint Alternative Health Fund
Ninepoint International Small Cap Fund
Ninepoint FX Strategy Fund
Ninepoint Alternative Credit Opportunities Fund
Ninepoint Convertible Securities Fund
Ninepoint Silver Equities Fund
Ninepoint Risk Advantaged U.S. Equity Index Fund
Ninepoint Return Advantaged U.S. Equity Index Fund
Ninepoint Focused Global Dividend Fund
Ninepoint Resource Fund
Ninepoint Resource Fund Class
Ninepoint Gold Bullion Fund
Ninepoint Silver Bullion Fund