Independent Review Committees - Overview.

The primary Securities legislation is National Instrument 81-107 Independent Review Committee for Investment Funds (“NI 81-107” or the “Instrument”).

Every investment fund that is a reporting issuer requires an Independent Review Committee (“IRC”). An IRC is a fully independent body, composed of at least three individuals whose role is to oversee all decisions involving an actual or perceived conflict of interest faced by the fund manager in the operation of the fund.

Conflicts of Interest need an Independent Perspective

A conflict of interest may arise when the fund manager’s own interests conflict with the manager’s duty to manage an investment fund in the best interests of the fund.

The Instrument requires that the manager must refer all conflict of interest matters, and its proposed course of action on those matters, to the IRC for the IRC’s review or determination so that an independent perspective can be brought to bear on the manager’s proposed action. The Instrument is premised on the belief that a manager may not be able to objectively determine whether it is acting in the best interests of the investment fund when it has a conflict of interest.

Rather like the role of the Senate in Canada, an IRC is supposed to provide a “sober second review” of the manager’s proposed course of action in respect of a conflict of interest matter.

Independent Review Inc.'s Business Solutions

A Manager can outsource its independent review committee obligations to Independent Review Inc. We will assist in the implementation and maintenance of the committee for the Fund (thus saving the Fund the time and expense of constituting its own IRC and having to find and appoint appropriate, independent persons). Do you want to start implementating an IRC now? If you do, please call us today at 416-849-1928.

IRI provides a cost effective solution to make sure your IRC is fully compliant at all times.

Independent Review Inc. offers its IRC service to mutual fund families as a turn-key way to set up and run an IRC. In other words, a mutual fund client can outsource its independent review committee obligations to Independent Review Inc. We can manage all the operations of the IRC, including scheduling and holding meetings (as and when required), preparing minutes and reports, arranging the attendance of outside experts (where appropriate), and the selection and appointment of new or additional members of the committee.

Independent Review Inc. is the easiest way to establish a first class IRC. 

Independent Review Inc.’s independent secretariat service ensures that the IRC’s records are maintained in accordance with the requirements of the Instrument and the best practices in the industry. In addition, IRI maintains the records of its IRC’s clients in a safe and secure online repository. The documents are then available to the IRC members at anytime.

Independent Review Inc. ensures that the implementation fee and the fixed annual maintenance fees agreed with the Fund will cover all of the expenses of managing the committee, with the exception of any Outside Counsel fees. The Fund is not, therefore, subject to any unexpected, additional expenses, charges or membership fees in respect of an Independent Review Inc. committee.