Background
The Partnership is a limited partnership which invests in securities chosen by its manager on a discretionary basis and all of whose partners are Canadian residents. Two classes of Units, issuable in series, are being offered on a continuous basis to investors pursuant to an offering memorandum:
(a) Class A Units which are subject to a management fee of a percentage of their NAV, and which may be retracted monthly, subject to a redemption fee.
(b) Class T Units are generally available only to RRSP-eligible investment funds managed by the Manager and are not subject to any management fee.
The Partnership has outstanding but no longer offers for sale two other classes, Class F and Class S Units, whose terms are the same as for Class A. The Limited Partnership Agreement allows the General Partner to create new classes of Units to be issued by the Partnership.
Proposed transactions
It is proposed that two new classes of Units will be offered to all existing and prospective Limited Partners (Class LT Units and Class MT Units), whose terms will be identical to those of the Class A Units except respecting the applicable management fees and longer notice periods required for retraction. The new classes are intended to provide the opportunity to benefit from a long-term oriented class, and the longer notice periods will provide longer-term capital.
The Partnership will provide current Class A, Class F and Class S Limited Partners with the option to re-designate all or a portion of their current units as Class LT or Class MT Units (the “Re-designation”).
Rulings
The creation of new Class Units for offer to existing and prospective investors will not, by itself, result in a disposition by any of the Limited Partners of his or her Units.
The Re-designation of any particular Limited Partner’s existing Units as Class LT Units or Class MT Units will not, by itself, result in the disposition of those Units.