Investment funds that utilize the option in National Instrument 45-106 – Prospectus Exemptions (NI 45-106) to file Reports of Exempt Distribution on Form 45-106F1 (Reports) once a year should start to consider populating the required information now.
As you may recall, to rely on many of the exemptions in NI 45-106, issuers must report prospectus-exempt distributions to every securities regulator where a distribution of securities was made in that jurisdiction. Generally, the filing deadline is ten days after the date of distribution. Investment funds, however, can file their forms once a year by January 30 for distributions made in the preceding year in reliance upon the accredited investor, minimum amount, or additional investment in fund units exemptions. Distributions made by an investment fund in reliance on other prospectus exemptions may need to be reported to the relevant securities authorities within ten days of the distribution.
An investment fund that is required to file the Report must file it electronically through SEDAR+. If the investment fund does not currently have a SEDAR+ profile, it must create one prior to filing Form 45-106F1 on SEDAR+. Each securities regulator charges a separate filing fee for the Report and the filing fees are paid electronically through SEDAR+.
We recommend that you start to collect the required information and prepare your forms well in advance of the deadline. Should you require assistance, please contact us at AUM Law as soon as possible to ensure that filing deadlines can be met.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
