Lawrence Ritchie

The applicant, on behalf of a closed-end investment trust that will convert into an exchange-traded fund, applied for exemptive relief from certain requirements under the Securities Act and National Instruments.

Specifically, the applicant sought relief from dealer registration requirements for disseminating sales communications, the requirement for an underwriter's certificate in the prospectus, and take-over bid requirements for normal course purchases of units on the TSX.

The Ontario Securities Commission granted the requested exemptions, subject to compliance with Part 15 of NI 81-102 and provided the fund remains an ETF.

The respondents brought a motion for a stay of proceedings, alleging that Staff of the Ontario Securities Commission failed to conduct a fair investigation, misrepresented facts to obtain a section 11 order, and failed to protect confidential information.

The Commission dismissed the motion for a stay, finding that the serious allegations against Staff could not be properly assessed on the limited affidavit evidence available on a preliminary motion.

The dismissal was without prejudice to the respondents renewing their request at the hearing on the merits.

The Commission ordered Staff to produce a written itemized inventory of relevant documents it did not intend to disclose, along with the basis for withholding them.