The Ontario Securities Commission granted BMO Asset Management Inc. (the Filer) and its Top Fund, BMO Carlyle Private Equity Strategies Fund, relief from conflict-of-interest investment restrictions under the Securities Act (Ontario). This exemption allows the Top Fund to invest substantially all its assets in Carlyle AlpInvest Private Markets Sub-Fund — I, managed by a third-party asset manager, despite the Filer’s significant interest in the Underlying Investment.
Key Facts:
– The Filer is registered in multiple jurisdictions and manages the Top Fund.
– The Top Fund will invest in the Underlying Investment, a Luxembourg-based alternative investment fund.
– The Underlying Investment will not be a reporting issuer in any Canadian jurisdiction.
Reasoning:
– The investment aligns with the Top Fund’s objectives and provides diversification and access to specialized investment strategies.
– The investment will be made at an objective price, and no duplicative fees will be charged.
– The offering memorandum will disclose potential conflicts of interest and other relevant information to investors.
Outcome:
– The exemption is granted with conditions, including distribution restrictions to accredited investors, disclosure requirements, and ensuring investments are made at an objective price.
Relevant Laws:
– Securities Act (Ontario), ss. 111(2)(b), 111(2)(c), 111(4), and 113.
– National Instrument 45-106 Prospectus Exemptions (NI 45-106).
– Multilateral Instrument 11-102 Passport System (MI 11-102).