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Ontario Securities Commission
Headnote National Policy 11-203 Process For Exemptive Relief Applications in Multiple Jurisdictions -Issuer of mortgage pass-through securities previously granted an exemption from the requirements to file annual and interim financial statements, subject to certain conditions. Issuer granted an exemption from the requirements in National Instrument 52-109 to file interim and annual certificates, subject to certain conditions, including the requirement to file alternative forms of annual and interim certificates. Applicable Legislative Provisions National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings
July 12, 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
Real Estate Asset Liquidity Trust (the Filer)
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## Decision
### Background
The principal regulator in the Jurisdiction has received a further application from the Filer for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) for an exemption from the provisions of National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109) to file interim certificates and annual certificates (the Exemption 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 Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in Alberta, British Columbia, Manitoba, Nova Scotia, New Brunswick, Newfoundland and Labrador, Prince Edward Island, Saskatchewan and Quebec.
### Interpretation
Defined terms contained in National Instrument 14-101 Definitions, MI 11-102, the Financial Statements Decision (as defined below), the Original Decision (as defined below) and the Previous Decision (as defined below) have the same meaning if used in this decision, unless otherwise defined.
### Representations
The decision is based on the following facts represented by the Filer:
1. The Filer is a special purpose vehicle created pursuant to a declaration of trust made as of September 13, 2004, as amended and restated as of October 7, 2004, under the laws of the Province of Ontario, the beneficiary of which is a charity registered under the [Income Tax Act](https://www.canlii.org/en/ca/laws/stat/rsc-1985-c-1-5th-supp/latest/rsc-1985-c-1-5th-supp.html) (Canada).
2. The head office of the Filer is located in Toronto, Ontario.
3. The issuer trustee of the Filer is Montreal Trust Company of Canada, whose principal office is located in Toronto, Ontario. The head office of Royal Bank of Canada, the administrative agent of the Filer, is located in Montreal, Quebec and Royal Bank of Canada’s corporate headquarters are located in Toronto, Ontario.
4. The Filer is a reporting issuer, or the equivalent, in each of the provinces of Canada.
5. The Filer is a “venture issuer” as defined in National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102).
6. The Filer is not in default of any of the requirements of the securities legislation in any jurisdiction in Canada.
7. The Filer does not carry on any activities other than activities related to issuing asset-backed securities and purchasing assets in connection thereto.
8. The Filer has no material assets or liabilities other than its rights and obligations arising from issuing asset-backed securities and acquiring assets in connection thereto.
9. Pursuant to an MRRS decision document dated May 2, 2005 (the Financial Statements Decision), the Filer is exempted, on certain terms and conditions, from the requirements of the securities legislation in the Jurisdictions concerning, inter alia, the preparation, filing and delivery of interim and annual financial statements (the Financial Statements).
10. Pursuant to an MRRS decision document dated May 31, 2005 (the Original Decision), the Filer was exempted, on certain terms and conditions, from the requirements in MI 52-109 to file interim and annual certificates, which relief terminated on June 1, 2008.
11. Pursuant to a decision dated July 18, 2008 (the Previous Decision), the Filer is exempted, on certain terms and conditions, from the requirements in NI 52-109 to file interim and annual certificates, which relief terminates on the earlier of (i) on June 1, 2013, or (ii) the date on which a rule regarding the continuous disclosure requirements for asset-backed securities issuers comes into force in a jurisdiction of Canada.
12. The representations contained in the Financial Statements Decision, the Original Decision and the Previous Decision remain true and accurate and are incorporated by reference into this decision document as representations of the Filer.
### 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 Exemption Sought is granted provided that:
(a) the Filer is not required to prepare, file and deliver Financial Statements under the securities legislation of any jurisdiction in Canada, whether pursuant to exemptive relief or otherwise;
(b) for each financial year of the Filer, within 120 days of the end of the financial year (or within 90 days of the end of a financial year of the Filer if the Filer is not a venture issuer at the end of such financial year), the Filer or its duly appointed representative or agent will file through SEDAR an annual certificate in the form set out in Schedule “A” of this decision document and personally signed by a person who, at the time of filing of the annual certificate, is a senior officer of the Filer, a Servicer or an administrative agent of the Filer;
(c) if the Filer voluntarily files an AIF, as defined in NI 51-102, for a financial year after it has filed the annual certificate referred to in paragraph (b) above for the financial year, the Filer will file through SEDAR a second annual certificate that:
(i) is in the form set out in Schedule “A” of this decision document;
(ii) is personally signed by a person who, at the time of filing of the second annual certificate, is a senior officer of the same person or company of which the senior officer who signed the annual certificate referred to in paragraph (b) is an officer; and
(iii) certifies the AIF in addition to the other documents identified in the annual certificate;
(d) for each interim period, within 60 days of the end of the interim period (or within 45 days of the end of an interim period of the Filer if the Filer is not a venture issuer at the end of such interim period), the Filer or its duly appointed representative or agent will file through SEDAR an interim certificate in the form set out in Schedule “B” of this decision document and personally signed by a person who, at the time of filing of the interim certificate, is a senior officer of the Filer, a Servicer or an administrative agent of the Filer; and
(e) the Exemption Sought will cease to be effective in a jurisdiction of Canada on the date on which a specific rule regarding substantive continuous disclosure requirements for asset-backed securities issuers (other than issuers of asset-backed commercial paper) comes into force in that jurisdiction.
“Kathryn Daniels”
Deputy Director, Corporate Finance
## SCHEDULE “A”
Certification of annual filings for issuers of asset-backed securities
I, ‹identify (i) the certifying individual, (ii) his or her position in relation to the issuer and (iii) the name
minicounsel