The Securities Commission granted an exemption to a group of investment funds managed by AGF Investments Inc. (AGFI) from certain conflict of interest provisions and related party transaction reporting requirements under the Securities Act and National Instrument 31-103. This decision allows public and private investment funds to invest in related underlying investments that are not reporting issuers, subject to specific conditions.
Key Facts:
– AGFI manages both public and private investment funds (collectively, Top Funds) and intends to invest a portion of their assets in related underlying investments, including AGF SAF Private Credit Trust and AGF SAF Private Credit Limited Partnership (Initial Underlying Investments), as well as any future similar investment schemes (Future Underlying Investments).
– The investments are intended to be in the best interest of the Top Funds and align with their investment objectives and strategies.
Reasoning:
– The exemption is granted based on the belief that such investments will provide efficient and cost-effective portfolio diversification for the Top Funds.
– The Top Funds will comply with investment restrictions and practices, including those related to concentration, control, and illiquid assets.
– The investments will be made at an objective price based on the net asset value (NAV) of the underlying investments.
– No fees or sales charges will be incurred by the Top Funds that would duplicate fees payable to AGFI or its investors for the same service.
– The exemption is subject to several conditions to ensure transparency, proper governance, and alignment with the Top Funds’ investment objectives.
Outcome:
– The exemption sought is granted, allowing the Top Funds to invest in the Initial and Future Underlying Investments, provided they adhere to the conditions set by the Securities Commission.
Relevant Laws and Regulations:
– Securities Act, R.S.O. 1990, c. S.5, as amended, sections 111(2)(b) and (c), 111(4), 113, and 117.
– National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, sections 13.5(2)(a) and 15.1.
– The decision also references National Instrument 81-102 Investment Funds and National Instrument 81-107 Independent Review Committee for Investment Funds, as well as other securities legislation and instruments relevant to the application.