OSC 2013

The Futura Loyalty Group Inc. applied to the Ontario Securities Commission and other provincial regulators for a decision that it is no longer a reporting issuer.

The applicant demonstrated that its outstanding securities are beneficially owned by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, and its securities are not traded on any marketplace.

The Commission granted the requested relief, ordering that the applicant is not a reporting issuer.

The applicant, Goodwood Inc., applied for approval of a change of control under section 5.5(2) of National Instrument 81-102.

The proposed transaction involved the purchase of shares by Puccetti Funds Management Inc., increasing its equity ownership to 97.2%.

The principal regulator granted the approval, noting that there were no plans to change the manager of the fund or merge the current manager with any other entity.

The filer, RBC Global Asset Management Inc., applied for exemptive relief on behalf of its mutual funds from paragraphs 2.5(2)(a), (c), and (f) of National Instrument 81-102.

The relief was sought to permit the funds to invest in certain European exchange-traded funds (ETFs) that are not traded on a Canadian or U.S. stock exchange.

The Principal Regulator granted the exemption, finding that the foreign ETFs are subject to a robust regulatory framework under the UCITS directive and that the investment would benefit the funds through targeted asset allocation and diversification.

The relief was granted subject to several conditions, including limits on the percentage of net assets invested in the foreign ETFs.

The applicant sought exemptive relief under National Instrument 81-102 to approve the merger of the Terminating Fund into the Continuing Fund.

The merger required approval because it did not meet the criteria for pre-approved reorganizations, as the funds did not have substantially similar fee structures and the merger was not a qualifying exchange or tax-deferred transaction under the Income Tax Act.

The principal regulator granted the requested relief, finding that the merger was beneficial to unitholders and that adequate disclosure had been provided.

The applicant, R.N. Croft Financial Group Inc., applied on behalf of several mutual funds for an extension of the lapse date of their simplified prospectus and annual information form to March 30, 2013.

The extension was requested because the applicant had entered into an agreement to assign management of the funds to another entity, and regulatory approval for the change of manager was still pending.

The Ontario Securities Commission granted the requested relief, finding that the extension would not materially affect the currency or accuracy of the information contained in the current prospectus and would not be prejudicial to the public interest.

The applicant, a capital pool company, applied for exemptive relief from the requirement to file historical audited annual financial statements for a mining property it proposed to acquire in connection with a reverse take-over and qualifying transaction.

The prior owner of the property had not prepared historical financial statements, making compliance extremely difficult or impossible.

The Ontario Securities Commission granted the requested relief, subject to the condition that the applicant provide alternative financial disclosure and file the relevant documents on SEDAR.

The Filer, an exchange-traded mutual fund, applied for exemptive relief from sections 2.6(a) and 10.4(3) of National Instrument 81-102.

The relief sought to permit the fund to borrow money for working capital and to pay the retraction price for its Preferred Shares using unsecured debentures rather than cash.

The Ontario Securities Commission granted the requested relief, noting that the fund's shares would trade on the TSX and that the prospectus would provide full disclosure of the retraction payment mechanism.

The applicant sought exemptive relief from National Instrument 81-102 to permit its mutual funds to invest in silver, leveraged ETFs, inverse ETFs, and commodity ETFs, and to appoint the Royal Canadian Mint as custodian for its bullion.

The Ontario Securities Commission granted the requested relief, subject to conditions including a 10% limit on net assets invested in the specified ETFs and a 10% limit on total exposure to gold and silver.

The Filer, Sunshine Silver Mines Corporation, applied for exemptive relief from the prospectus requirements under sections 25 and 53 of the Securities Act (Ontario) to permit the posting of electronic roadshow materials on commercial services during the waiting period between the preliminary and final prospectus.

The relief was required because compliance with U.S. offering rules, which mandate unrestricted access to roadshow materials, conflicts with Canadian prospectus requirements.

The Ontario Securities Commission granted the relief, subject to conditions including that purchasers in Canada be provided a contractual right of action for any misrepresentation in the roadshow materials.

The applicant, a French issuer, sought exemptive relief from the prospectus and dealer registration requirements of the Securities Act in connection with a global employee share offering.

The offering involved the use of collective employee shareholding vehicles (FCPEs) under French law, which prevented reliance on standard prospectus and registration exemptions.

The Ontario Securities Commission granted the requested relief, subject to conditions regarding the first trade of the securities.

The Filers applied to the Ontario Securities Commission for exemptive relief from the conflict of interest provisions in subsection 4.1(1) of National Instrument 81-102.

The relief was sought to allow mutual funds managed by the Filers to purchase equity securities during, or within 60 days after, a distribution in the United States where an affiliate or associate of the Filers acts as an underwriter.

The Commission granted the requested exemption, subject to conditions including that the securities be listed on a recognized exchange, the investment complies with the funds' objectives, and the independent review committee approves the investment.

The Applicant, Queenston Mining Inc., applied for a decision under the securities legislation of Ontario, Alberta, Manitoba, and Quebec that it is no longer a reporting issuer.

The Applicant represented that its outstanding securities are beneficially owned by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, and its securities are not traded on any marketplace.

The Ontario Securities Commission granted the requested relief, ordering that the Applicant is not a reporting issuer.

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

The applicant represented that its outstanding securities are beneficially owned by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, and that its securities are not traded on any marketplace.

The Ontario Securities Commission granted the requested relief, ordering that the applicant is not a reporting issuer.

Fidelity Investments Canada ULC applied on behalf of the Fidelity U.S. Dividend Registered Fund for exemptive relief under Part 6 of National Instrument 81-101.

The applicant sought an exemption from General Instruction 8 to Form 81-101F3, which prohibits including non-prescribed information, to allow a textbox in the Fund Facts document providing disclosure on the fund's suitability for investors.

The Director of the Ontario Securities Commission granted the requested exemption, to be evidenced by the issuance of a receipt for the fund's prospectus.

The applicant, a U.S. cooperative of travel agents, applied for exemptive relief from the registration and prospectus requirements of the Securities Act to distribute shares to Canadian travel agencies.

The applicant is not a reporting issuer in Canada and the shares are not traded on any marketplace.

The Ontario Securities Commission granted the requested relief, subject to conditions including the delivery of the applicant's constating documents and a statement regarding the unavailability of certain statutory protections.

World Heart Corporation applied for a decision that it is no longer a reporting issuer in the applicable jurisdictions following its merger with a wholly owned subsidiary of HeartWare International, Inc. As a result of the merger, all outstanding securities of the Filer are beneficially owned by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide.

The Ontario Securities Commission, acting as principal regulator, granted the requested exemptive relief.

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

The applicant represented that its outstanding securities are beneficially owned by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, and its securities are not traded on any marketplace.

The Ontario Securities Commission granted the requested relief, ordering that the applicant is not a reporting issuer.

The Applicant, Zongshen PEM Power Systems Inc., applied to the Ontario Securities Commission for a decision that it is no longer a reporting issuer.

The Commission was satisfied that the Applicant met the requirements, including having fewer than 51 securityholders worldwide and no securities traded on a marketplace.

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

The Applicant, PRT Growing Services Ltd., applied for a decision under the securities legislation of multiple jurisdictions that it is not a reporting issuer.

The Decision Makers were satisfied that the Applicant met the test, as its outstanding securities were beneficially owned by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, and its securities were not traded on any marketplace.

The application was granted, and the Applicant was ordered not to be a reporting issuer.

The applicants sought exemptive relief from the mutual fund conflict of interest investment restrictions in ss. 111(2)(b) and 111(3) of the Securities Act (Ontario).

The relief was requested to allow a pooled fund that is a 'mutual fund in Ontario' and future related pooled funds to invest 100% of their assets in an underlying offshore master fund.

The Ontario Securities Commission granted the requested relief, subject to conditions analogous to fund-of-fund structures, including that no management or incentive fees are duplicated and that the Canadian funds will not vote the securities of the master fund without instructions from beneficial owners.