Middlefield Limited and Infrastructure Dividend Split Corp.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- relief granted from qualification criteria in paragraph 2.2(d) of NI 44-101 to permit a fund that has not completed a financial year to use a short form prospectus under NI 44-101 or a shelf prospectus under NI 44-102 for subsequent offerings -- relief subject to conditions.

Applicable Legislative Provisions

National Instrument 44-101 Short Form Prospectus, ss. 2.2(d) and 8.1.

July 17, 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 MIDDLEFIELD LIMITED (the Filer) AND IN THE MATTER OF INFRASTRUCTURE DIVIDEND SPLIT CORP. (the Fund)

DECISION

Background

The securities regulatory authority or regulator in the Jurisdiction has received an application from the Filer for a decision under the securities legislation of the Jurisdiction (the Legislation) granting an exemption to the Fund from subsection 2.2(d) of National Instrument 44-101 -- Short Form Prospectus Distributions (NI 44-101) to permit the Fund to file a short form prospectus pursuant to NI 44-101 or a shelf prospectus pursuant to National Instrument 44-102 Shelf Distributions (NI 44-102) even though the Fund does not have current annual financial statements or a current AIF (as defined in NI 44-101).

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 paragraph 4.7(1)(c) of Multilateral Instrument 11-102- Passport System (MI 11-102) is intended to be relied upon in Alberta, British Columbia, Quebec, Saskatchewan, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, and Prince Edward Island (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

1. The Filer is a corporation incorporated and subsisting under the laws of the province of Alberta.

2. The Filer's head office is located at The Well, 8 Spadina Avenue, Suite 3100, Toronto, Ontario, M5V 0S8.

3. The Filer is the manager and promoter of the Fund and will provide administrative services to the Fund.

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

5. The Fund is a mutual fund structured as a corporation, incorporated and subsisting under the laws of the province of Ontario.

6. The Fund is a reporting issuer under the laws of all of the Jurisdictions.

7. The Fund is authorized to issue an unlimited number of class A Shares (the Class A Shares), Class M Shares, and preferred shares (the Preferred Shares).

8. The Fund acquired the assets of International Clean Power Dividend Fund (CLP), an investment fund managed by the Manager pursuant to an asset purchase agreement dated May 4, 2024. As consideration for its assets, the Fund issued to CLP a number of Class A Shares equal to the net asset value of CLP divided by $15.00. The Class A Shares were subsequently distributed to the former unitholders of CLP, and became freely tradeable pursuant to section 2.7 of National Instrument 45-102 -- Resale of Securities upon the filing of the Prospectus (as defined below).

9. On May 6, 2024, a final long-form prospectus (the Prospectus) was filed with the securities regulatory authorities in each of the Jurisdictions to qualify the issuance of the Preferred Shares of the Fund in the Jurisdictions.

10. The Fund completed its initial public offering on May 8, 2024. The Fund's year end is December 31 and accordingly the Fund has not had its first-year end and has no audited financial statements in respect of a period ending on a year end.

11. The Fund is not in default of securities legislation in any of the Jurisdictions.

12. As at May 27, 2024, there were 5,212,245 Class A Shares and 5,264,370 Preferred Shares issued and outstanding.

13. The Class A Shares of the Fund are listed on the TSX under the symbol "IS" and the Preferred Shares under the symbol "IS.PR.A".

14. The Filer wishes to be in a position to be able to file a short-form prospectus in accordance with Form 44-101 or a shelf prospectus in accordance with NI 44-102 in order to take advantage of the shorter time period in which, and the streamlined procedures by which, the Fund may offer additional Class A Shares and Preferred Shares to the public.

15. For the Fund, which is an existing reporting issuer in the Jurisdictions, filing a short-form prospectus in accordance with NI 44-101 or a shelf prospectus in accordance with NI 44-102 is an efficient, expedient and cost-effective alternative to filing a long-form prospectus in accordance with National Instrument 41-101- General Prospectus Requirements (NI 41-101) and Form 41-101F2.

16. The Fund will incorporate by reference into any short-form prospectus it files during the currency of the Exemption Sought, such sections of the Prospectus as may be required to provide the disclosure that would be required to be included in an annual information form.

17. The Fund will file all required financial statements and management reports of fund performance required by National Instrument 81-106 -- Investment Fund Continuous Disclosure.

18. Absent the Exemption Sought, the Fund would be required to file a long-form prospectus in accordance with NI 41-101 and Form 41-101F2 as the Fund has yet to complete a financial year end and therefore does not have current annual financial statements or a current AIF.

19. In the event that the Fund wishes to file a short form prospectus in accordance with NI 44-101 or a shelf prospectus in accordance with NI 44-102 prior to filing the audited annual financial statements of the Fund for the year ended December 31, 2024, the Fund proposes to prepare, file and incorporate by reference:

(a) audited financial statements to a date that is not more than 90 days before the date of the prospectus, provided that such financial statements are dated as of May 8, 2024 or later (the Initial Financial Statements); and

(b) prepare, file and incorporate by reference into such prospectus a management report of fund performance for the period covered by the Initial Financial Statements.

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) prior to filing a preliminary short form prospectus or shelf prospectus,

(i) the Fund incorporates by reference the Initial Financial Statements; and

(ii) the Fund files a management report of fund performance for the period covered by the Initial Financial Statements;

(b) in any short form prospectus or shelf prospectus filed by the Fund,

(i) the Fund includes or incorporates by reference the disclosure that would have been required in a current AIF, had the Fund been required to prepare a current AIF; and

(ii) the Fund includes disclosure regarding this decision in accordance with the requirements of section 19.1 of Form 44-101F1 Short Form Prospectus; and

(c) the Exemption Sought will expire on the earlier of

(i) the date upon which the Fund files audited annual financial statements of the Fund for the year ended December 31, 2024; and

(ii) April 1, 2025.

Application File #: 2024/0340

SEDAR+ File #: 6141592