Oak Hill Asset Management Inc. et al.
Headnote
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Relief granted to extend lapse date of prospectus -- Filer inadvertently failed to file a pro forma prospectus not less than thirty days prior to the lapse date as required by the legislation -- Lapse date extended by 46 days -- No conditions.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5).
August 14, 2025
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 OAK HILL ASSET MANAGEMENT INC. (the Filer) AND IN THE MATTER OF OAK HILL NEXPOINT GLOBAL MERGER ARBITRAGE FUND AND OAK HILL NEXPOINT GLOBAL MERGER ARBITRAGE PLUS FUND (the Funds)
DECISION
Background
The principal regulator in the Jurisdiction has received an application from the Filer on behalf of the Funds for a decision under the securities legislation of the Jurisdiction (the Legislation) that the time limits for the renewal of the simplified prospectus of the Funds be extended to the time limits that would be applicable as if the lapse date of the simplified prospectus of the Fund was September 30, 2025 (the Extension Sought).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):
(i) the Ontario Securities Commission is the principal regulator for this application; and
(ii) 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 the Jurisdiction, the Jurisdictions).
Interpretation
Terms defined in National Instrument NI 81-101 Definitions (NI 81-101) and MI 11-102 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 corporation incorporated under the laws of the Province of Ontario, with its head office located in Toronto, Ontario.
2. The Filer is registered as a portfolio manager, investment fund manager and exempt market dealer in the provinces of Ontario and Quebec, as a portfolio manager and exempt market dealer in the provinces of Alberta, British Columbia, Manitoba and Saskatchewan and as an investment fund manager in Newfoundland and Labrador.
3. The Filer is the manager and trustee of the Funds.
4. The Funds are open-ended mutual fund trusts established under the laws of the Province of Ontario pursuant to a master declaration of trust and are reporting issuers under the laws of the Jurisdictions and subject to National Instrument 81-102 Investment Funds.
5. The Funds have been authorized to distribute their securities in the Jurisdictions under the simplified prospectus dated August 15, 2024 (the Current Prospectus).
6. The Funds and the Filer are not in default of securities legislation in any of the Jurisdictions.
7. The Funds are in continuous distribution.
8. Pursuant to subsection 62(1) of the Securities Act (Ontario) (the Act), the lapse date for the Current Prospectus is August 15, 2025 (the Current Lapse Date).
9. Pursuant to subsection 62(2) of the Act, the distribution of securities of the Fund would have to cease on the Current Lapse Date unless:
i. the Fund files a pro forma simplified prospectus not less than 30 days prior to the Current Lapse Date;
ii. the final simplified prospectus is filed no later than 10 days after the Current Lapse Date; and
iii. a receipt of the final simplified prospectus is obtained within 20 days after the Current Lapse Date.
10. The Filer contemplated terminating Oak Hill Nexpoint Global Merger Arbitrage Plus Fund and has inadvertently failed to file a pro forma prospectus for the Funds 30 days prior to the Current Lapse Date.
11. The Filer wishes to make changes to the Current Prospectus to add new Series X (Founders US$) Units, Series I (Institutional) Units and Series I (Institutional US$) Units and file a preliminary and pro forma prospectus with respect to the Funds.
12. The Filer desires to extend the Current Lapse Date in order to allow it to comply with the Legislation and make the changes to the Current Prospectus.
13. The Filer proposes:
a) to file a preliminary and pro forma simplified prospectus and fund facts in respect of the Funds by August 29, 2025; and
b) to file the final simplified prospectus and fund facts in respect of the Funds along with the written consent of the auditor on or about September 29, 2025.
14. If the Filer is not granted an extension of the Current Lapse Date, it would be required to suspend the distribution of the Funds' securities until it receives the receipt for the final prospectus, which could have a prejudicial effect on the interests of investors and securityholders of the Funds. In addition, investors and securityholders of the Funds would not be prejudiced by the Extension Sought.
15. There have been no material changes in the affairs of the Funds since the date of the Current Prospectus. Accordingly, the Current Prospectus represents current and accurate information regarding the Funds.
16. Given the disclosure obligations of the Filer and the Funds, should any material changes occur, the Current Prospectus and current fund facts will be amended as required under the Legislation.
17. New investors who purchase securities of the Funds after August 15, 2025 will be sent or delivered the most recently filed fund facts documents of the Funds. The simplified prospectus dated August 15, 2024 will remain available to investors upon request.
18. The Extension Sought will not affect the currency or accuracy of the information contained in the Current Prospectus and therefore will not be prejudicial to the public interest.
19. The Exemption Sought is relatively limited in nature as it would provide the Funds a lapse date extension of 46 days.
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 Extension Sought is granted.
"Darren McKall"
AVP Investment Management Division
Ontario Securities Commission
Application File #: 2025/0494
SEDAR File #: 6321116: