Ninepoint Partners LP and Canadian Large Cap Leaders Split Corp.

April 1, 2024

Decision

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- relief granted from qualification criteria in paragraph 2.2(d) of NI 44-101 to permit a fund that has not completed a financial year to use a short form prospectus under NI 44-101 or a shelf prospectus under NI 44-102 for subsequent offerings -- relief subject to conditions.

Applicable Legislative Provisions

National Instrument 44-101 Short Form Prospectus, ss. 2.2(d) and 8.1.

April 1, 2024

IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (the Jurisdiction) AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS AND IN THE MATTER OF NINEPOINT PARTNERS LP (the Filer) AND IN THE MATTER OF CANADIAN LARGE CAP LEADERS SPLIT CORP. (the Fund)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer on behalf of the Fund for a decision under the securities legislation of the Jurisdiction (the Legislation) granting an exemption to the Fund from paragraph 2.2(d) of National Instrument 44-101 Short Form Prospectus Distributions (NI 44-101) to permit the Fund to file a short form prospectus pursuant to NI 44-101 or a shelf prospectus pursuant to National Instrument 44-102 Shelf Distributions (NI 44-102) even though the Fund does not have current annual financial statements or a current AIF (the Exemption Sought).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a) the Ontario Securities Commission is the principal regulator for this application; and
(b) the Filer has provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in each of the other provinces and territories of Canada (together with Ontario, the Jurisdictions).

Interpretation

Terms defined in National Instrument 14-101 Definitions, National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106), MI 11-102, NI 44-101 or NI 44-102 have the same meaning if used in this decision, unless otherwise defined.

Representations

This decision is based on the following facts represented by the Filer:

1. The Filer is a limited partnership formed and organized under the laws of the Province of Ontario. The general partner of the Filer is Ninepoint Partners GP Inc., a corporation incorporated under the laws of the Province of Ontario. The head office of the Filer is located in Ontario.

2. The Filer is registered under the securities legislation: (i) in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, and Newfoundland and Labrador as an adviser in the category of portfolio manager; (ii) in Ontario, Newfoundland and Labrador and Quebec as an investment fund manager; and (iii) in British Columbia, Alberta, Quebec, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, and Newfoundland and Labrador as a dealer in the category of exempt market dealer. The Filer is also registered in Ontario as a commodity trading manager.

3. The Filer is the investment fund manager and portfolio manager of the Fund.

4. Neither the Filer nor the Fund is in default of securities legislation in any of the Jurisdictions.

5. The Fund is (i) a corporation incorporated under the Business Corporations Act (Ontario) and is a "mutual fund" as defined in the Legislation and (ii) a reporting issuer as defined in the securities legislation of each of the Jurisdictions.

6. The Fund was incorporated on December 19, 2023, and the Fund's financial year end is December 31.

7. The Fund is authorized to issue an unlimited number of class J shares (the Class J Shares), class A shares (the Class A Shares) and preferred shares (the Preferred Shares), respectively.

8. On January 29, 2024, the Fund filed a final long form prospectus with the securities regulatory authority in each of the provinces and territories of Canada in connection with the initial public offering of the Class A Shares and Preferred Shares (the IPO). The Fund became a reporting issuer in each of the Jurisdictions on January 30, 2024. The Fund completed the IPO on February 22, 2024 and the Fund commenced operations on that date.

9. Accordingly, the Fund has not completed its first financial year as a reporting issuer and since commencing operations and, therefore, the Fund (i) has no audited financial statements in respect of a period ending on a financial year end, and (ii) has no current AIF.

10. As of March 15, 2024, there were 100 Class J Shares, 1,850,633 Class A Shares and 1,850,633 Preferred Shares issued and outstanding. The Class A Shares and the Preferred Shares are listed on the Toronto Stock Exchange under the symbols "NPS" and "NPS.PR.A", respectively.

11. The Fund wishes to be in a position to file a short form prospectus in accordance with NI 44-101 or a shelf prospectus in accordance with NI 44-102 in order to expedite future offerings of additional Class A Shares and Preferred Shares to the public.

12. For the Fund, filing a short form prospectus in accordance with NI 44-101 or a shelf prospectus in accordance with NI 44-102 is an efficient, expedient and cost-effective alternative to filing a long form prospectus in accordance with National Instrument 41-101 General Prospectus Requirements (NI 41-101).

13. Absent the Exemption Sought, the Fund would be required to file a long form prospectus in accordance with NI 41-101 and Form 41-101F2 as the Fund has yet to complete a financial year end as a reporting issuer and since commencing operations and therefore does not have current annual financial statements.

14. The Fund intends to file, in accordance with NI 81-106, audited annual financial statements of the Fund for the year ended December 31, 2024 (the 2024 Annual Financial Statements), prepared in accordance with Canadian GAAP applicable to publicly accountable enterprises.

15. The Fund intends to file, in accordance with NI 81-106, unaudited interim financial statements of the Fund for the period ended June 30, 2024 (the 2024 Interim Financial Statements), prepared in accordance with Canadian GAAP applicable to publicly accountable enterprises.

16. In the event that the Fund wishes to file a short form prospectus in accordance with NI 44-101 or a shelf prospectus in accordance with NI 44-102 prior to filing the 2024 Annual Financial Statements, the Fund proposes to prepare, file and incorporate by reference into such prospectus:

(a) audited financial statements presenting the financial results of the Fund for the period from February 22, 2024 to March 31, 2024, or, if March 31, 2024 is more than 90 days before the date of such prospectus, for the period from February 22, 2024 to a date after March 31, 2024 that is not more than 90 days before the date of such prospectus, prepared in accordance with Canadian GAAP applicable to publicly accountable enterprises (the Initial Financial Statements);
(b) a management report of fund performance for the period covered by the Initial Financial Statements; and
(c) if such prospectus is filed more than 60 days after June 30, 2024:
(i) the 2024 Interim Financial Statements; and
(ii) a management report of fund performance for the period covered by the 2024 Interim Financial Statements.

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

The decision of the principal regulator under the Legislation is that the Exemption Sought is granted, provided that

(a) prior to filing a preliminary short form prospectus or shelf prospectus,

(i) the Fund files the Initial Financial Statements; and
(ii) the Fund files a management report of fund performance for the period covered by the Initial Financial Statements;

(b) in any short form prospectus or shelf prospectus filed by the Fund,

(i) the Fund includes or incorporates by reference the disclosure that would have been required in a current AIF, had the Fund been required to prepare a current AIF; and
(ii) the Fund includes disclosure regarding this decision in accordance with the requirements of section 19.1 of Form 44-101F1 Short Form Prospectus; and

(i) the date upon which the Fund files the 2024 Annual Financial Statements; and
(ii) April 1, 2025.

"Darren McKall"
Manager, Investment Funds and Structured Products
Ontario Securities Commission

Application File #: 2024/0129
SEDAR+ File #: 6097079