Securities Law & Instruments

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Approval granted for change of manager of a mutual fund -- unitholders have received timely and adequate disclosure regarding the change of manager -- change of manager is not detrimental to unitholders or the public interest.

Applicable Legislative Provisions

National Instrument 81-102 Mutual Funds, ss. 5.5(1)(a), 5.7, 19.1.

July 19, 2013

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
REDWOOD ASSET MANAGEMENT INC. AND
CALDWELL INVESTMENT MANAGEMENT LTD.
(collectively, the “Filers”), AND
REDWOOD GLOBAL HIGH DIVIDEND FUND

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filers for a decision under the securities legislation of the Jurisdiction of the principal regulator (the "Legislation") for approval of a change of manager of the Redwood Global High Dividend Fund (the "Fund") from the Redwood Asset Management Ltd. ("Redwood") to Caldwell Investment Management Ltd. ("Caldwell") under Section 5.5(1)(a) of National Instrument 81-102 Mutual Funds (NI 81-102) (the "Approval 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 Filers have provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, Nova Scotia, Prince Edward Island, New Brunswick and Newfoundland and Labrador.

Interpretation

Terms defined in National Instrument 41-101 Definitions 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 Filers:

Redwood and the Fund

1. Redwood is the manager and trustee of the Fund.

2. Redwood is a corporation incorporated under the Ontario Business Corporations Act and is not in default of securities legislation in any jurisdiction of Canada.

3. The Fund is an open-end investment trust governed by an amended and restated declaration of trust dated as of December 10, 2008, as amended by amendment no. 1 thereto dated November 5, 2010, under the laws of the province of Ontario.

4. The Fund is a reporting issuer in all of the provinces of Canada and is not in default of securities legislation in any jurisdiction of Canada.

5. The units of the Fund currently are offered under a combined simplified prospectus and annual information form each dated November 22, 2012, as amended by amendment no. 1 thereto dated April 29, 2013, prepared in accordance with National Instrument 81-101 Mutual Fund Prospectus Disclosure, and subject to NI 81-102.

Caldwell

6. Caldwell was incorporated under the laws of the Province of Ontario by articles of incorporation dated August 23, 1990. Caldwell's head office is located at 150 King Street West, Suite 1710, Toronto, Ontario M5H 1J9.

7. Caldwell is registered in British Columbia, Alberta, Saskatchewan and Ontario under the applicable legislations as a Portfolio Manager and Investment Fund Manager. Caldwell is not in default of securities legislation in any jurisdiction of Canada.

8. Caldwell is the manager of the Caldwell Mutual Funds, a family of mutual funds currently offered under a combined simplified prospectus and annual information form each dated June 29, 2012.

Change of Manager

9. Redwood and Caldwell entered into an agreement on April 17, 2013 pursuant to which Caldwell will become the trustee and manager of the Fund effective on or about July 19, 2013 (the "Effective Date"), subject to receipt of all necessary regulatory and unitholder approvals and the satisfaction of all other conditions precedent to the proposed transaction. On the Effective Date, the name of the Fund is expected to be changed by Caldwell to "Clearpoint Global Dividend Fund" and the independent review committee of the Fund is expected to be reconstituted such that the current members will cease to act as members and new members will be appointed effective on that date. Such new members will be the same individuals that currently comprise the independent review committee of the other mutual funds managed by Caldwell. No other material changes are contemplated in connection with the proposed change of manager.

10. Redwood will have no further responsibilities in respect of the Fund after the Effective Date. Redwood will continue to act as manager for certain other open-end funds that are not relevant to the transaction between Redwood and Caldwell.

11. A press release, amendments to the simplified prospectus and annual information form of the Fund and a material change report have been filed in connection with the announcement of the change of manager.

12. Redwood considers that the experience and integrity of each of the members of the Caldwell current management team is apparent by their education and years of experience in the investment industry.

13. Other than changing the name of the Fund to Clearpoint Global Dividend Fund and reconstituting the independent review committee as indicated in paragraph 9 hereabove, Caldwell intends to administer the Fund in substantially the same manner as Redwood. There is no intention to change the investment objectives, or fees and expenses of the Fund. All material agreements regarding the administration of the Fund will either be assigned to Caldwell by Redwood or Caldwell will enter into new agreements as required. In either case, the material terms of the material agreements of the Fund will remain the same. Caldwell intends to continue to retain the current portfolio advisor to manage the Fund's investment portfolio.

14. At a special meeting of unitholders of the Fund held on July 17, 2013, unitholders of the Fund approved the change of manager. A notice of meeting and a management information circular was mailed to unitholders of the Fund no later than June 26, 2013 and filed on SEDAR in accordance with applicable securities legislation. The resignation of Redwood as trustee and manager of the Fund will be effective on the Effective Date. On that date, Caldwell will assume the roles of trustee and manager of the Fund under the existing amended and restated declaration of trust and amended and restated management agreement, respectively, of the Fund.

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 Approval Sought is granted.

"Vera Nunes"
Manager, Investment Funds Branch
Ontario Securities Commission