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Cidel Asset Management Inc. and the Top Funds

2021-02-25 | Decision | 81-106 | Investment funds and structured products | https://www.osc.ca/en/securities-law/orders-rulings-decisions/cidel-asset-management-inc-and-top-funds

National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 2.2, 5.1(2)(a), and 17.1.


The Securities Commission has granted a 90-day extension to the annual financial statement filing and delivery deadlines for mutual funds that are not reporting issuers, specifically to Cidel Asset Management Inc. and the Top Funds it manages. This decision allows these funds to file and deliver their audited annual financial statements within 180 days of their financial year-end, rather than the standard 90 days as required by National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106).

The rationale for the extension is that the Top Funds invest primarily in Underlying Funds with various financial year-ends and reporting deadlines, some of which extend beyond the standard deadline. To audit the Top Funds’ financial statements, auditors require the audited financial statements of these Underlying Funds, which may not be available within the standard timeframe.

The relief is conditional upon several factors, including that at least 25% of the Top Fund’s assets at the initial investment decision are in entities with financial year-ends on December 31 and that are required by their jurisdiction’s laws to deliver their financial statements within 120 days of their year-end. Additionally, the Top Funds must disclose in their offering memorandum that their annual audited financial statements will be filed and delivered within 180 days of the year-end, subject to regulatory approval, and must notify unitholders of their reliance on the granted relief.

The decision is based on the test set out in the Legislation, and the relief is subject to specific conditions outlined in the decision. The relief will terminate within one year of any amendment to NI 81-106 or other rule that modifies the Annual Filing Requirement or Annual Delivery Requirement for mutual funds.