TD Asset Management Inc.
Headnote
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Registered adviser exempted from paragraph 13.5(2)(a) of NI 31-103 to permit the adviser to cause certain investing entities that the adviser, or an affiliate of the adviser, manages and/or advises to purchase securities of certain entities in respect of which a responsible person or an associate of a responsible person of the Filer is then a partner, officer, or director, to facilitate indirect investments by the investing entities in real estate, mortgages and infrastructure -- The investing entities will not be investment funds or reporting issuers, but may in certain respects operate in manner similar to an investment fund.
Statutes cited
National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 13.5(2)(a) and 15.1.
August 15, 2024
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
TD ASSET MANAGEMENT INC.
(the Filer)
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 (the Legislation) exempting the Filer from the restriction (the Consent Requirement) contained in paragraph 13.5(2)(a) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103), which prohibits a registered adviser from knowingly causing an investment portfolio managed by it, including an investment fund for which it acts as adviser, to purchase a security of an issuer in which a responsible person or an associate of a responsible person is a partner, officer or director unless this fact is disclosed to the client and the written consent of the client is obtained before the investment is made, in order to permit the Filer to cause:
i) an Investing Entity (as defined below) to purchase securities of a Third Party Underlying Fund (as defined below), in respect of which a responsible person or an associate of a responsible person of the Filer is a partner, officer or director, without such disclosure being made or consent being obtained;
ii) an Investing Entity to purchase securities of a Conduit Entity (as defined below), in respect of which a responsible person or an associate of a responsible person of the Filer is a partner, officer or director, without such disclosure being made or consent being obtained; and
iii) an Investing Entity to purchase securities of another Investing Entity or a Third Party Underlying Fund which invests in or holds Conduit Entities, in respect of which a responsible person or an associate of a responsible person of the Filer is a partner, officer or director, without such disclosure being made or consent being obtained
(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 British Columbia, Alberta, Saskatchewan, Manitoba, Québec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Yukon, Northwest Territories and Nunavut (together with Ontario, the Jurisdictions).
Interpretation
Terms defined in National Instrument 14-101Definitions, MI 11-102 or NI 31-103 have the same meaning in this decision unless otherwise defined in this decision, or the context otherwise requires. In this decision, the following terms shall have the following meanings:
"Blocker" means a person or company through which an Investing Entity may indirectly invest in securities of one or more Conduit Entities, Underlying Issuers or Underlying Assets, though such entity may own and hold other assets that are determined to be appropriate. For greater certainty, no Blocker will carry on any active business.
"Conduit Entity" means a Holding Vehicle or a Blocker.
"Existing Investing Entity" means TD Greystone Real Estate Fund Inc., TD Greystone Real Estate LP Fund, TD Greystone Infrastructure Fund (Canada) L.P., TD Greystone Infrastructure Fund (Canada) L.P. II, TD Greystone Infrastructure Fund (Cayman Feeder) L.P., TD Greystone Infrastructure Fund (Luxembourg Feeder) SCSp, TD Greystone Infrastructure Fund (Global Master) SCSp, TD Greystone Global Real Estate Fund (Canada Feeder) L.P., TD Greystone Global Real Estate Fund L.P., TD Greystone Global Real Estate Fund (Cayman Feeder) L.P. and TD Greystone Mortgage Fund.
"Future Investing Entity" means an investment vehicle offered pursuant to prospectus exemptions in respect of which the Filer or an affiliate of the Filer acts as the manager.
"Holding Vehicle" means an Infrastructure Holding Vehicle, Real Estate Holding Vehicle or Mortgage Holding Vehicle.
"Infrastructure Assets" means infrastructure projects, or investments in infrastructure, specifically:
(a) transportation, including roads, rail, ports and airports;
(b) contracted generation;
(c) power transmission and distribution;
(d) renewable energy, including wind, hydro, solar and waste-to-energy;
(e) pipelines, including oil, gas and refined products;
(f) utilities, including water, wastewater and energy;
(g) telecommunications;
(h) social infrastructure, including hospitals, prisons and schools;
(i) rolling stock and parking;
(j) other assets that are expected to generate predictable cash flows over the long-term and exhibit sustainable competitive advantages; and
(k) businesses that are ancillary to or related to the supply chain for the above noted assets.
"Infrastructure Holding Vehicle" means a person or company that holds Infrastructure Assets, either directly or indirectly (e.g., through a nominee company), and whose business will consist primarily of the management of the underlying assets owned by such person or company.
"Investing Entity" means an Existing Investing Entity or a Future Investing Entity.
"manager" means, in the context of an Investing Entity, the person or company that directs the business, operations or affairs of the Investing Entity.
"Mortgage Assets" means first and subsequent priority mortgages, which may include leasehold loans, construction loans, land loans, participation loans, wraparound loans, bridge loans or mezzanine debt; real estate or equity investments in Canadian real estate or other security acquired only as a result of foreclosure or other compromise arrangements in connection with such mortgages; and securities or bonds where the asset underlying the securities or bonds is a mortgage or other debt securities secured by real property mortgage or charge.
"Mortgage Holding Vehicle" means a person or company that holds Mortgage Assets, either directly or indirectly (e.g., through a nominee company), and whose business will consist primarily of the management of the underlying assets owned by such person or company.
"portfolio manager" means, in the context of an Investing Entity, the person or company that manages the investment portfolio of the Investing Entity.
"Real Estate Assets" means real estate assets, real estate related debt or investments in real estate.
"Real Estate Holding Vehicle" means a person or company that holds Real Estate Assets, either directly or indirectly (e.g., through a nominee company), and whose business will consist primarily of the management of the underlying assets owned by such person or company.
"Third Party Underlying Fund" means any existing or future fund, which is not managed by the Filer or an affiliate of the Filer, in which an Investing Entity has invested either alone or alongside with third-party investors, which invests in Underlying Assets, either directly or indirectly through investments in Conduit Entities.
"Underlying Assets" means Infrastructure Assets, Mortgage Assets and/or Real Estate Assets.
"Underlying Issuer" means a person or company that is an issuer and is not an Investing Entity, Conduit Entity or Third Party Underlying Fund.
Representations
Representations by the Filer in respect of the status of the Filer, an Investing Entity, Third Party Underlying Fund or Conduit Entity will be applicable as of the date the Filer relies upon the Exemption Sought (sometimes referred to herein as the "relevant time").
This decision is based on the following facts represented by the Filer:
The Filer
1. The Filer is a corporation amalgamated under the Business Corporations Act (Ontario).
2. The Filer is a wholly-owned subsidiary of the Toronto Dominion Bank, a Schedule 1 Canadian chartered bank. The head office of the Filer is located in Toronto, Ontario.
3. The Filer is registered (i) as an exempt market dealer in each of the provinces and territories of Canada; (ii) as a portfolio manager in each of the provinces and territories of Canada; (iii) as an investment fund manager in Ontario, Québec, Newfoundland and Labrador and Saskatchewan; (iv) as a commodity trading manager in Ontario; and (v) as a derivatives portfolio manager in Québec.
4. The Filer, or an affiliate of the Filer, is or will be the manager and portfolio manager of each Investing Entity.
5. As at the date of this decision, the Filer is not in default of the securities legislation of any of the Jurisdictions.
Existing Investing Entities
6. The Existing Investing Entities are investment products established as trusts, corporations or limited partnerships under the laws of Ontario or a foreign jurisdiction. The general partners of TD Greystone Real Estate LP Fund, TD Greystone Infrastructure Fund (Canada) L.P., TD Greystone Infrastructure Fund (Canada) L.P. II, TD Greystone Infrastructure Fund (Cayman Feeder) L.P., TD Greystone Infrastructure Fund (Luxembourg Feeder) SCSp, and TD Greystone Infrastructure Fund (Global Master) SCSp are affiliates of the Filer. The general partners of TD Greystone Global Real Estate Fund L.P., TD Greystone Global Real Estate Fund (Canada Feeder) L.P. and TD Greystone Global Real Estate Fund (Cayman Feeder) L.P. are not affiliates of the Filer.
7. None of the Existing Investing Entities are considered to be "investment funds" (as such term is defined in the Legislation).
8. All of the Existing Investing Entities are operated in a manner similar to how the Filer operates its investment funds. The Existing Investing Entities are administered by the Filer, as manager, their assets are managed by a portfolio manager and the Filer calculates a net asset value that is used for the purposes of determining the purchase and redemption price of the units of each Existing Investing Entity.
9. The Existing Investing Entities are not reporting issuers in any of the Jurisdictions and are offered only in accordance with applicable prospectus exemptions.
10. Each of the Existing Investing Entities is not in default of the securities legislation of any of the Jurisdictions.
Future Investing Entities
11. Each Future Investing Entity will be:
(a) a trust formed under the laws of one of the Jurisdictions, or a foreign jurisdiction;
(b) a limited partnership formed under the laws of one of the Jurisdictions, or a foreign jurisdiction; or
(c) a corporation incorporated under the laws of one of the Jurisdictions, or a foreign jurisdiction;
and will operate in a manner similar to the Existing Investing Entities, with a similar investment mandate to invest directly or indirectly in Underlying Assets, as the case may be.
12. The Filer or a valuation agent will calculate a net asset value that will be used for the purposes of determining the purchase and redemption price of units of each Future Investing Entity.
13. Each Future Investing Entity will not be an "investment fund", as such term is defined in the Legislation.
14. Each Future Investing Entity will not be a reporting issuer in any of the Jurisdictions.
15. Securities of each Future Investing Entity will only be offered in accordance with applicable prospectus exemptions in their respective jurisdictions of distribution.
16. Each Future Investing Entity will not, at the relevant time, be in default of the securities legislation of any of the Jurisdictions.
The Third Party Underlying Funds
17. Investing Entities may, from time to time, invest in Third Party Underlying Funds. Each of the Third Party Underlying Funds is, or will be, a trust, corporation or limited partnership formed under the laws of one of the Jurisdictions or a foreign jurisdiction.
18. The Third Party Underlying Funds seek to facilitate investment by the Investing Entities and other third-party investors who are interested in investing in Underlying Assets.
19. The Filer will not manage such Third Party Underlying Funds, but will carry out oversight with a view of protecting the interests of the Investing Entities including, in some cases, having ultimate control over their investment decision-making process.
Infrastructure Holding Vehicles, Real Estate Holding Vehicles, Mortgage Holding Vehicles and Blockers (Conduit Entities)
20. Each Conduit Entity will be a trust, corporation or limited partnership established under the laws of one of the Jurisdictions or a foreign jurisdiction and will not be a reporting issuer in any of the Jurisdictions.
21. Each Holding Vehicle will primarily invest in one or more Underlying Issuers or Underlying Assets, as the case may be. A Holding Vehicle may further interpose an additional Conduit Entity to hold some or all of such assets (rather than holding such assets directly).
22. The assets of each Infrastructure Holding Vehicle will consist primarily of the interest in the Infrastructure Assets, cash, cash equivalents and interests in any additional Conduit Entity as contemplated in paragraph 21 above. The liabilities of each Infrastructure Holding Vehicle are expected to consist primarily of amounts owing for accounting, legal and tax services provided to the Infrastructure Holding Vehicle and/or be liabilities related to loans provided to assist the Infrastructure Holding Vehicle to invest in Infrastructure Assets and/or an Underlying Issuer.
23. The assets of each Real Estate Holding Vehicle will consist primarily of the interest in the Real Estate Assets, cash, cash equivalents and interests in any additional Conduit Entity as contemplated in paragraph 21 above. The liabilities of each Real Estate Holding Vehicle are expected to consist primarily of amounts owing for accounting, legal and tax services provided to the Real Estate Holding Vehicle and/or be liabilities related to loans provided to assist the Real Estate Holding Vehicle to invest in Real Estate Assets and/or an Underlying Issuer.
24. The assets of each Mortgage Holding Vehicle will consist primarily of the interest in the Mortgage Assets, cash, cash equivalents any securities of any additional Conduit Entity as contemplated in paragraph 21 above. The liabilities of each Mortgage Holding Vehicle are expected to consist primarily of amounts owing for accounting, legal and tax services provided to the Mortgage Holding Vehicle and/or be liabilities related to loans provided to assist the Mortgage Holding Vehicle to invest in Mortgage Assets and/or an Underlying Issuer.
25. The assets of each Blocker will consist primarily of Underlying Assets, securities of an Underlying Issuer or Conduit Entity, cash, cash equivalents and other assets that are determined to be appropriate. The liabilities of each Blocker will consist primarily of leverage related to the financing of such assets and any amounts owing for accounting, legal and tax services provided to the Blocker.
26. All issued and outstanding securities of each Conduit Entity will be owned by one or more Investing Entities, Third Party Underlying Funds and/or third-party investors that seek to make an investment in Underlying Assets and/or an Underlying Issuer through the Conduit Entity.
27. Securities of the Conduit Entities will only be issued in Canada pursuant to applicable prospectus exemptions. Each Conduit Entity will not, at the relevant time, be in default of the securities legislation of any of the Jurisdictions.
Investments by Investing Entities in other Investing Entities, Third Party Underlying Funds, Infrastructure Holding Vehicles, Real Estate Holding Vehicles, Mortgage Holding Vehicles and Blockers
28. When investing in an Underlying Issuer or Underlying Asset, rather than hold the title of an Underlying Issuer or Underlying Asset directly, an Investing Entity may invest in another Investing Entity, a Third Party Underlying Fund, Blocker and/or a Holding Vehicle (as applicable) for a desired asset.
29. Each Investing Entity may invest in one or more other Investing Entities or Third Party Underlying Funds, which may in turn invest in Underlying Issuers or Assets through one or more Conduit Entities.
30. An Infrastructure Holding Vehicle will only purchase Infrastructure Assets that the Investing Entity or Investing Entities invested in it are permitted to purchase directly under applicable securities laws. A Real Estate Holding Vehicle will only purchase Real Estate Assets that the Investing Entity or Investing Entities invested in it are permitted to purchase directly under applicable securities laws. A Mortgage Holding Vehicle will only purchase Mortgage Assets that the Investing Entity or Investing Entities invested in it are permitted to purchase directly under applicable securities laws.
31. To ensure compliance with Canadian tax filing obligations and/or ownership restrictions on certain of an Investing Entity's investments and/or minimize withholding tax issues, the Filer may also interpose a Blocker between an Investing Entity and any one or more Underlying Issuers or Underlying Assets.
32. Each Investing Entity may invest in one or more Blockers for the purposes of making an indirect investment in an Underlying Issuer or an Underlying Asset.
33. A Blocker will only purchase an Underlying Asset or securities of an Underlying Issuer or Conduit Entity that the Investing Entities invested in it are permitted to purchase directly under applicable securities law.
34. An Investing Entity may transfer an Underlying Asset or an existing interest in an Underlying Issuer to a Conduit Entity in exchange for securities of such Conduit Entity. In addition, an Investing Entity may purchase securities of a Conduit Entity for cash or loan cash to the Conduit Entity, which the Conduit Entity would use to purchase Underlying Assets or securities of an Underlying Issuer. Where an Investing Entity transfers an Underlying Asset or its existing interest in an Underlying Issuer to a Conduit Entity, the Investing Entity will retain an identical indirect beneficial interest in the Underlying Issuer or Underlying Asset, as applicable.
35. The Filer is not aware of any additional risk of insolvency to an Investing Entity that may arise as a result of the Investing Entity using a Third Party Underlying Fund or Holding Vehicle to indirectly invest in Underlying Assets, as applicable.
36. The Filer is not aware of any additional risk of insolvency to an Investing Entity that may arise as a result of the Investing Entity using a Blocker to indirectly invest in an Underlying Issuer.
37. Each Conduit Entity will exist solely to achieve the objectives of the security holders (including the applicable Investing Entities) that are invested in the Conduit Entity.
38. No Underlying Issuer will be related to the Filer or an Investing Entity (other than through indirect ownership by the Investing Entity in securities of the Underlying Issuer).
39. Although each Investing Entity will indirectly bear additional costs resulting from the use of a Blocker (mainly in the form of incorporation and maintenance costs of the Blocker, as well as the costs of preparing its annual financial statements), the cost savings and/or other benefits resulting from the Investing Entity using the Blocker are expected to significantly outweigh such additional costs.
40. Although each Investing Entity will indirectly bear additional costs resulting from the use of a Third Party Underlying Fund or a Holding Vehicle to make indirect investments in infrastructure projects or real property, as applicable (mainly in the form of incorporation and maintenance costs of the Third Party Underlying Fund or Holding Vehicle, as well as the costs of the Third Party Underlying Fund or Holding Vehicle preparing its annual financial statements), the cost savings and/or other benefits resulting from the Investing Entity's use of the Third Party Underlying Fund or Holding Vehicle are expected to significantly outweigh such additional costs.
Benefits that may be available to an Investing Entity investing through a Conduit Entity
41. Investing in infrastructure projects, real property or mortgages indirectly through a Holding Vehicle, is common in the investment industry, where a transfer of the securities of an entity is more efficient than the transfer of title to land/property, particularly across different provincial jurisdictions where land title systems may differ. Investment by an Investing Entity indirectly in Underlying Assets through a Holding Vehicle may also help the Investing Entity to avoid negative tax consequences associated with holding Underlying Assets directly.
42. Structuring investments through the use of a Blocker is common in the investment industry to protect investors from recognizing negative tax consequences of holding the underlying investments directly, which is why such entities are often described as "blockers".
43. The tax purposes and benefits of an Investing Entity investing through a Conduit Entity will vary depending on the particular investment being made.
44. With respect to Blockers, in the case of Underlying Issuers that are U.S. issuers:
(a) the use of a Blocker may block potential U.S.-source effectively connected income at the Blocker level so that only the Blocker will be required to make U.S. tax filings with respect to such income (i.e., the Blocker and not the owners of the Blocker will be subject to U.S. tax); and
(b) the use of a Blocker may prevent attribution of a U.S. trade or business up the chain to the Investing Entity and potentially the investors in the Investing Entity, which may otherwise result in investors in the Investing Entity being subject to U.S. tax filing obligations.
Therefore, the Investing Entity-Blocker structure may eliminate both the risk of filing a U.S. tax return and the risk that an investor in an Investing Entity may be deemed to be engaged in a U.S. trade or business.
45. The indirect investment by an Investing Entity in an Underlying Issuer in other foreign jurisdictions through a Blocker may also minimize tax filing obligations in the foreign jurisdiction for the Investing Entity and/or its investors.
46. Withholding taxes payable on distributions by an Underlying Issuer that are based in certain jurisdictions may also be eliminated, minimized or deferred through the use of a Blocker.
47. The constating documents or investment agreements for international fund issuers typically contain restrictions on direct transfers of investments. If an Investing Entity invests in an Underlying Issuer through a Blocker, this may ease a transfer of beneficial ownership of the investment where indirect transfer by an underlying investor (an Investing Entity or an investor in an Investing Entity) is not prohibited or in the event of other types of ownership transfer restrictions. The Investing Entity-Blocker structure will only be used in those jurisdictions where to do so would be consistent with applicable laws in such jurisdictions.
48. In the absence of the Exemption Sought, each Investing Entity would be precluded from investing in one or more Third Party Underlying Funds and/or Conduit Entities unless the specific fact is disclosed to securityholders of the Investing Entity and the written consent of the securityholders of the Investing Entity to the investment is obtained prior to the purchase, in circumstances where a "responsible person" (as defined in section 13.5 of NI 31-103) or an associate of a responsible person of the Filer is a partner, officer and/or director of the applicable Third Party Underlying Fund and/or Conduit Entity, including a partner, officer and/or director of the general partner of a Third Party Underlying Fund and/or Conduit Entity where the Third Party Underlying Fund and/or Conduit Entity is a limited partnership, and including a partner, officer and/or director of the corporate trustee of a Third Party Underlying Fund and/or Conduit Entity where the Third Party Underlying Fund and/or Conduit Entity is a trust. Where an Investing Entity has a large number of investors, obtaining individual consent from each investor pursuant to the Consent Requirement is generally not practical.
Mitigation Measures for Potential Conflicts
49. The Filer will not cause an Investing Entity to purchase securities of a Third Party Underlying Fund in respect of which a responsible person or an associate of a responsible person of the Filer is a partner, officer or director unless:
(a) the Filer has established an internal process to review, and has reviewed, the pricing terms to ensure that the purchase will be conducted at fair market value;
(b) the arrangements between or in respect of the Investing Entity and the Third Party Underlying Fund will not result in any duplication of management fees or incentive fees payable by investors in the Investing Entity;
(c) the offering document (if applicable) of the Investing Entity describes the Investing Entity's authority and intent to invest in securities of the Third Party Underlying Fund;
(d) the purchase represents the business judgement of responsible persons of the Filer uninfluenced by considerations other than the best interests of the Investing Entity;
(e) there is no conflict between the interests of the Filer, or any of its responsible persons, and the interests of investors in the Investing Entity resulting from the purchase; and
(f) no responsible person of the Filer has any personal interest in the Third Party Underlying Fund other than by virtue of: (i) their position as a director or officer of the Third Party Underlying Fund (for which they will not receive any remuneration); or (ii) their personal investment in the Investing Entity (which translates into an indirect personal interest in the Third Party Underlying Fund).
50. The Filer will not cause an Investing Entity to purchase securities of a Conduit Entity in respect of which a responsible person or an associate of a responsible person of the Filer is a partner, officer or director unless:
(a) the Filer has established an internal process to review, and has reviewed, the pricing terms to ensure that the purchase will be conducted at fair market value;
(b) the arrangements between or in respect of the Investing Entity and the Conduit Entity will not result in any duplication of management fees or incentive fees payable by investors in the Investing Entity;
(c) the offering document (if applicable) of the Investing Entity describes the Investing Entity's authority and intent to invest in securities of the Conduit Entity;
(d) the purchase represents the business judgement of responsible persons of the Filer uninfluenced by considerations other than the best interests of the Investing Entity;
(e) there is no conflict between the interests of the Filer, or any of its responsible persons, and the interests of investors in the Investing Entity resulting from the purchase; and
(f) no responsible person of the Filer has any personal interest in the Conduit Entity other than by virtue of: (i) their position as a director or officer of the Conduit Entity (for which they will not receive any remuneration); or (ii) their personal investment in the Investing Entity (which translates into an indirect personal interest in the Conduit Entity).
51. The Filer maintains internal controls that are designed to ensure that any purchase by an Investing Entity of an interest in a Third Party Underlying Fund or Conduit Entity occurs at fair market value, including:
(a) All investments are subject to review and approval by the Filer's Alternative Investment Committee;
(b) Independent appraisals are obtained for investments; and
(c) The Filer's Valuation Committee, voting members of which represent control functions (for example, compliance, risk and finance) who are independent from the investment decision maker(s), reviews indicia of price to ensure that pricing of investments is reasonable, appropriate, in accordance with IFRS in all material respects, and in line with the accounting and risk management policies of the Filer and its corporate group. The Valuation Committee also has oversight over the independent valuation methodology and is a point of escalation for certain matters of judgment pursuant to the Filer's valuation policy.
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, provided that:
(a) securities of the Investing Entities are distributed in Canada solely pursuant to applicable prospectus exemptions;
(b) prior to an Investing Entity entering into a transaction with a Third Party Underlying Fund or Conduit Entity, the Filer (through its internal process) reviews the pricing terms to ensure that the purchase will be conducted at fair market value;
(c) each Underlying Issuer will be at arm's length from the Filer and the Investing Entities;
(d) prior to the Investing Entity entering into a transaction with a Third Party Underlying Fund or Conduit Entity, the Filer will make reasonable efforts to ensure that the proposed transaction:
(i) is entered into free of influence by an entity related to the Filer and without taking into account any consideration relevant to a person or company related to the Filer;
(ii) is uninfluenced by considerations other than the best interests of the Investing Entity and its investors;
(iii) is in compliance with the written policies and procedures of the Filer; and
(iv) achieves a fair and reasonable result for the Investing Entity;
(e) each investment by an Investing Entity into a Third Party Underlying Fund or a Conduit Entity will be compatible with the fundamental investment objectives of each Investing Entity;
(f) the arrangements between or in respect of each Investing Entity and a Third Party Underlying Fund or Conduit Entity will not result in any duplication of management fees or incentive fees payable to the Filer for the same service;
(g) the offering document (if applicable) for each Investing Entity will disclose the fact that the Investment Entity may invest in Underlying Assets through a Third Party Underlying Fund or Conduit Entity;
(h) in the case of each Existing Investing Entity in respect of which the Filer relies upon the Exemption Sought to purchase securities of a Third Party Underlying Fund or Conduit Entity, existing investors in the Investing Entity as of the date of this decision will be provided with disclosure from the Investing Entity of the circumstances of this reliance in their next scheduled report from the Investing Entity; and
(i) all new investors in the Existing Investing Entities after the date of this decision and all investors in a Future Investing Entity will consent generally to the various investing structures through the investment management agreement, subscription agreement, or other document.
"Felicia Tedesco"
Deputy Director, Registration, Inspections and Examinations
Ontario Securities Commission
OSC File #: 2022/0537