The Ontario Securities Commission granted Ninepoint Partners LP, on behalf of Canadian Large Cap Leaders Split Corp. (the Fund), an exemption from paragraph 2.2(d) of National Instrument 44-101 (NI 44-101). This exemption allows the Fund to file a short form prospectus under NI 44-101 or a shelf prospectus under National Instrument 44-102 (NI 44-102) despite not having completed a financial year or having current annual financial statements or an annual information form (AIF).
Key Facts:
– The Fund was incorporated on December 19, 2023, and began operations on February 22, 2024.
– The Fund has not yet completed its first financial year and lacks audited financial statements and a current AIF.
– The Fund aims to expedite future offerings of its shares by using a short form or shelf prospectus.
Conditions:
– The Fund must file initial financial statements and a management report of fund performance before filing a preliminary short form or shelf prospectus.
– The Fund must include or incorporate by reference the disclosure required in a current AIF and disclose the exemption decision in the prospectus.
– The exemption expires on the earlier of the filing of the 2024 annual financial statements or April 1, 2025.
Relevant Regulations:
– National Instrument 44-101 Short Form Prospectus Distributions, ss. 2.2(d) and 8.1
– National Instrument 44-102 Shelf Distributions
– National Instrument 81-106 Investment Fund Continuous Disclosure
– Multilateral Instrument 11-102 Passport System
Outcome:
The exemption was granted, enabling the Fund to use a short form or shelf prospectus for subsequent offerings, subject to specified conditions.