The Securities Commission granted exemptive relief to a fund, allowing it to operate as an interval fund with specific conditions. The fund is exempt from certain requirements under the Securities Act and National Instruments 41-101, 81-102, and 81-106, subject to conditions outlined in the decision.
Key points of the decision include:
1. The fund can deliver a Fund Facts document instead of a prospectus, provided it complies with other applicable sections of NI 81-101.
2. The fund is allowed to pay redemption proceeds later than 15 business days after a quarterly Repurchase Pricing Date if a repurchase offer is oversubscribed.
3. The fund can invest more than 20% of its net asset value (NAV) in Northleaf Private Credit Funds, exceeding the usual concentration and control restrictions.
4. The fund is permitted to calculate its NAV weekly instead of daily.
Conditions for the relief include:
– The fund must operate as an interval fund, offering subscriptions at NAV monthly and conducting quarterly repurchase offers with a 5% limit.
– The fund must calculate month-end NAV within seven business days after each Repurchase Pricing Date and pay repurchase proceeds within nine business days.
– The fund must comply with NI 81-101, except for specified modifications, and provide investors with a right of withdrawal and a right of action for failure to meet the delivery requirement.
– The fund must disclose specific information in its prospectus, financial statements, and on its website, including details about its structure, risks, and relationship with Northleaf Private Credit Funds.
– The fund must ensure liquidity to manage repurchase requests and cannot actively participate in the business or operations of the Northleaf Private Credit Funds.
– The relief will expire upon the earlier of the establishment of a regulatory scheme for a similar interval fund structure in Canadian jurisdictions or five years from the date of the decision.
The decision is based on the belief that the relief will not be prejudicial to the public interest and that it meets the test set out in the Legislation for the principal regulator to make the decision.