OSC 2011

The applicant, a UK company listed on AIM, applied to the Ontario Securities Commission for an exemption from the prospectus requirement for the first trade of its shares.

The shares were to be issued to Canadian shareholders of Elko Energy Inc. pursuant to a plan of arrangement.

The exemption was required because Canadian residents would own more than 10% of the applicant's shares following the transaction, precluding reliance on the standard resale exemption in National Instrument 45-102.

The Commission granted the exemptive relief, subject to conditions including that the first trade be executed through AIM or another foreign exchange, and that Canadian residents (excluding former Elko shareholders) not hold more than 10% of the applicant's shares.

The Filer applied for exemptive relief from certain provisions of National Instrument 81-102 to permit its mutual funds to invest in silver, silver certificates, silver derivatives, and certain exchange-traded funds (ETFs), including leveraged and inverse ETFs.

The principal regulator granted the requested relief, subject to conditions including limits on the percentage of net assets invested in such products and requirements that the investments align with the funds' fundamental investment objectives.

The Filer applied for exemptive relief from the requirement under Part 8 of National Instrument 51-102 to file a business acquisition report in connection with its acquisition of a 495-suite portfolio in British Columbia.

Although the acquisition triggered the income test for a significant acquisition, it did not meet the asset or investment tests, and the Filer demonstrated that the acquisition was not significant from a practical or commercial perspective.

The principal regulator granted the requested exemption.

The filer, I.G. Investment Management, Ltd., applied for exemptive relief from the monthly reporting requirements for related party transactions under the Securities Act.

The filer sought to permit alternative reporting for transactions involving the purchase and sale of mortgages between a mutual fund and its affiliates.

The Ontario Securities Commission granted the requested relief, subject to conditions requiring disclosure of the related party transactions and fees in the fund's annual and interim management reports of fund performance, as well as in its portfolio transaction records.

The applicants sought exemptive relief from the mutual fund conflict of interest investment restrictions in the Securities Act and the self-dealing prohibition in National Instrument 31-103.

The relief was requested to permit the pooled funds to invest in underlying pooled funds under common management, and to revoke a prior decision to expand the list of underlying funds.

The Ontario Securities Commission granted the requested relief, subject to conditions including that the securities of the pooled funds are distributed only on a private placement basis and that no duplicative management or incentive fees are payable.

Yorkville Asset Management Inc. applied for exemptive relief on behalf of its mutual funds to permit them to invest in gold and silver exchange-traded funds (ETFs) and silver directly.

The principal regulator granted the relief from various provisions of National Instrument 81-102, subject to conditions including that the funds' aggregate direct and indirect exposure to gold and silver not exceed 10% of their net assets.

The applicants, Legg Mason Canada Inc. and two pooled funds, sought exemptive relief from the mutual fund conflict of interest investment restrictions in the Securities Act and the self-dealing prohibition in National Instrument 31-103.

The relief was requested to permit the pooled funds to invest in underlying pooled funds under common management, and to revoke a prior decision to expand the list of underlying funds.

The Ontario Securities Commission granted the requested relief, subject to conditions including that the pooled funds are distributed on a private placement basis and that no duplicative management or incentive fees are payable.

The Applicant, American Bullion Minerals Ltd., applied to the Ontario Securities Commission and the Alberta securities regulatory authority for a decision that it is not a reporting issuer.

The Applicant represented that its outstanding securities are beneficially owned by fewer than 15 security holders in each jurisdiction and fewer than 51 in total in Canada, its securities are not traded on a marketplace, and it is not in default of its obligations.

The Decision Maker was satisfied that the statutory test was met and ordered that the Applicant is not a reporting issuer.

The Filers applied for exemptive relief from the self-dealing prohibitions in section 13.5(2)(b)(iii) of National Instrument 31-103.

The relief was sought to permit the transfer of assets from terminating non-redeemable investment funds to continuing mutual funds in connection with proposed mergers, where both sets of funds are advised by the same portfolio manager.

The Principal Regulator granted the requested exemption, noting that the mergers were approved by securityholders and the independent review committee, and that the costs of the mergers would be borne by the manager.

Manulife Asset Management Limited applied for exemptive relief on behalf of several mutual funds to permit them to continue investing in certain underlying funds after those underlying funds cease offering their securities under a simplified prospectus.

The underlying funds will remain reporting issuers and will only be available to accredited investors.

The Ontario Securities Commission granted the requested relief, provided the underlying funds remain reporting issuers subject to the Mutual Fund Instruments in all jurisdictions where the top funds are reporting issuers.

The applicant real estate investment trust applied for exemptive relief from the requirement to file a business acquisition report under Part 8 of National Instrument 51-102 in connection with its acquisition of a medical office complex.

Although the acquisition triggered the income test for significance, it did not meet the asset or investment tests, and the applicant demonstrated that the income test produced anomalous results.

The Ontario Securities Commission granted the requested relief, finding that the acquisition was not significant from a practical, commercial, or financial perspective.

The applicant, CIBC Asset Management Inc., applied on behalf of the Frontiers U.S. Equity Currency Neutral Pool for an exemption from the requirement to prepare and file an interim management report of fund performance under section 4.2 of National Instrument 81-106.

The Pool had only been operating for a short period and the applicant was the sole unitholder.

The Ontario Securities Commission granted the requested exemptive relief.

The applicant applied for a decision under the securities legislation of multiple jurisdictions that it is not a reporting issuer.

The decision maker was satisfied that the applicant met the test, as its outstanding securities are beneficially owned by fewer than 15 security holders in each jurisdiction and fewer than 51 in total in Canada, its securities are not traded on a marketplace, and it is not in default of its obligations.

The order was granted.

The Filer applied for exemptive relief in connection with a take-over bid and subsequent plan of arrangement for the acquisition of TMX Group Inc. The Filer sought relief from the proportionate take-up and payment requirements, the three-day payment requirement, and the formal valuation and minority approval requirements for the subsequent business combination.

The Ontario Securities Commission granted the requested relief, subject to certain conditions, including that the subsequent arrangement be completed within 35 days following the deposit extension period expiry time.

The applicants sought approval for the merger of the Educators Global Fund into the Educators Balanced Fund pursuant to section 5.5(1)(b) of National Instrument 81-102.

The merger required regulatory approval because the continuing fund did not have substantially similar fundamental investment objectives and fees compared to the terminating fund.

The Ontario Securities Commission granted the approval, finding that the merger would achieve a fair and reasonable result for unitholders, who were provided with timely and adequate disclosure.

The filers applied for exemptive relief from the investment prohibition in section 4.1(1) of National Instrument 81-102 to permit their dealer-managed mutual funds to invest in non-government debt securities during the distribution period or the 60-day period following a distribution, even if a related dealer acted as an underwriter and the securities lacked an approved rating.

The Ontario Securities Commission granted the relief, subject to conditions including that the purchase must be consistent with the funds' investment objectives, approved by the independent review committee, and priced no higher than the lowest price paid by arm's length purchasers.

The applicant sought exemptive relief on behalf of existing and future mutual funds to permit them to invest in non-exchange traded debt securities of a related issuer, Sun Life Financial Inc., in the secondary market or on a primary distribution.

The Ontario Securities Commission granted the relief, subject to conditions including independent review committee approval, pricing requirements, and limits on the amount of the primary offering the funds can purchase.

The Filer applied for exemptive relief on behalf of existing and future mutual funds to invest in exchange-traded funds listed on the London Stock Exchange that would otherwise qualify as index participation units under NI 81-102.

The Ontario Securities Commission granted the exemption from concentration, control, and investment restrictions, subject to conditions including that the investments align with the funds' fundamental objectives and that the relief terminates six months after the coming into force of proposed modernization amendments to NI 81-102.

The Applicant applied for a decision under the securities legislation of Ontario and Alberta that it is not a reporting issuer.

The Decision Maker found that the Applicant met the requirements, including having fewer than 51 security holders in Canada and no securities traded on a marketplace.

The application was granted, and the Applicant was ordered to no longer be a reporting issuer.

The Filers, which are utility companies with rate-regulated activities, applied for exemptive relief from the requirement under National Instrument 52-107 to prepare their financial statements in accordance with Canadian GAAP.

They sought permission to prepare their financial statements in accordance with U.S. GAAP for financial years beginning on or after January 1, 2012, but before January 1, 2015.

The Principal Regulator granted the exemption, noting that if the Filers were SEC issuers, they would be permitted to use U.S. GAAP, which accords similar treatment to rate-regulated activities as Canadian GAAP Part V.