OSC 2013

The Filer, Lipari Energy, Inc., applied for a decision under the securities legislation of Ontario and Alberta that it is not a reporting issuer.

Following a court-approved plan of arrangement, the Filer's shares were acquired by a purchaser and delisted from the TSX.

The Filer's outstanding securities are beneficially owned by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide.

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

The applicant investment fund manager applied for exemptive relief on behalf of a trust and a limited partnership under common management.

The relief sought exemptions from mutual fund self-dealing restrictions, reporting requirements, and conflict of interest provisions under the Securities Act (Ontario) and National Instrument 31-103.

The relief was required to allow the trust to invest all or substantially all of its net assets in the partnership.

The Ontario Securities Commission granted the requested relief, subject to conditions including that the trust's securities are distributed solely pursuant to prospectus exemptions and that no duplicative management or sales fees are payable.

The applicant, Manulife Asset Management Limited, applied for exemptive relief from certain derivatives and custodial requirements under National Instrument 81-102 to permit its mutual funds to enter into swap transactions cleared through a clearing corporation.

The relief was sought in response to new U.S. requirements under the Dodd-Frank Act to clear over-the-counter derivatives.

The Ontario Securities Commission granted the requested relief, subject to conditions regarding the deposit of margin with Futures Commission Merchants, treating cleared swaps similarly to other cleared derivatives.

The applicant, Man Investments Canada Corp., applied on behalf of Man Canada AHL DP Investment Fund for exemptive relief from certain provisions of National Instrument 81-102 Mutual Funds.

The relief was sought to permit the Top Fund to purchase and hold securities of Man AHL DP Limited, a bottom fund that complies with NI 81-102 except as permitted by NI 81-104.

The Ontario Securities Commission granted the requested relief, subject to conditions including that the Top Fund remains a commodity pool and the Bottom Fund complies with applicable investment restrictions.

The Applicants, a group of dealers, applied for exemptive relief from certain disclosure requirements under National Instrument 33-105 and OSC Rule 45-501 when offering foreign securities to permitted clients in Canada on a private placement basis.

The Applicants sought to replace a previous decision to expand the relief to include offerings of investment fund securities.

The Ontario Securities Commission and Coordinated Exemptive Relief Decision Makers granted the requested relief, exempting the Applicants from providing Canadian-specific connected issuer, related issuer, and statutory right of action disclosure in foreign offering documents, provided that U.S. registered offering disclosure standards are met and certain notice and consent conditions are satisfied.

The Filers applied to the Ontario Securities Commission for approval of a change of manager for several mutual funds and commodity pools.

Arrow Capital Management Inc. proposed to acquire BluMont Capital Corporation and subsequently amalgamate with it.

The Commission found that the change of manager would not be detrimental to investors or the public and granted the requested exemptive relief under section 5.5(1)(a) of National Instrument 81-102.

The applicant sought exemptive relief from various provisions of National Instrument 81-102 to permit its mutual funds to invest without restriction in an underlying exchange-traded fund (ETF) under common management, and to pay brokerage commissions for the purchase and sale of the ETF's securities.

The relief was required because the underlying ETF is a mutual fund that does not file a simplified prospectus and does not issue index participation units.

The Ontario Securities Commission granted the requested relief, subject to conditions including that the underlying ETF continues to qualify as a money-market fund.

The Filer, Constellation Software Inc., applied for an exemption from the prospectus requirements under the Securities Act for the distribution of warrants to purchase common shares in connection with its dividend reinvestment plan.

The Ontario Securities Commission granted the exemption, subject to conditions including that the aggregate number of common shares issued upon exercise of the warrants in each financial year not exceed 2% of the issued and outstanding common shares.

The Filers applied to the Ontario Securities Commission for approval of a change of manager of the Brigata Diversified Portfolio from Brigata Capital Management Inc. to Counsel Portfolio Services Inc. The change of manager was proposed in connection with a transaction resulting in a change of control of Brigata Capital and its subsequent amalgamation with CPSI.

The principal regulator granted the requested approval, finding that the change of manager was not detrimental to unitholders or contrary to the public interest.

The Applicant, a2b Fiber Inc., applied for a decision under the securities legislation of Ontario and Alberta 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 that its securities are not traded on any marketplace.

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

The applicant sought approval under section 5.5(1)(b) of National Instrument 81-102 for the merger of a terminating mutual fund into a continuing mutual fund.

Approval was required because the merger did not meet all criteria for pre-approval, specifically regarding substantially similar investment objectives and fee structures, and because the merger would be conducted on a taxable basis.

The Ontario Securities Commission granted the requested exemptive relief, finding that unitholders were provided with adequate disclosure and the merger would be beneficial.

The Filer, General Donlee Canada Inc., applied for a decision that it is no longer a reporting issuer in the applicable jurisdictions.

Following a statutory plan of arrangement, all issued and outstanding shares of the Filer were acquired by Triumph Group, Inc., and its shares were de-listed from the TSX.

The Filer also redeemed and cancelled all its outstanding convertible debentures.

The Ontario Securities Commission, acting as principal regulator, granted the requested exemptive relief, determining that the Filer met the test to cease being a reporting issuer.

The Filers applied to the Ontario Securities Commission for approval of the amalgamation of three mutual fund corporations under clause 5.5(1)(b) of National Instrument 81-102.

The amalgamation did not meet all criteria for pre-approval under section 5.6, as the continuing fund had different investment objectives and fee structures, and the amalgamation did not technically constitute a wind-up.

The Commission granted the requested exemptive relief, allowing the amalgamation to proceed.

The applicant sought exemptive relief on behalf of existing and future mutual funds from certain provisions of National Instrument 81-102.

The relief would permit the funds to invest up to 10% of their net assets in silver, permitted silver certificates, silver derivatives, underlying ETFs, and commodity ETFs.

The principal regulator granted the exemption, revoking and replacing a previous decision, subject to several conditions regarding exposure limits and prospectus disclosure.

The applicants, Goodman & Company, Investment Counsel Inc. and CMP 2013 Resource Limited Partnership, applied for an exemption from the requirement to prepare and file an annual information form under section 9.2 of National Instrument 81-106.

The principal regulator granted the requested relief, noting that the partnership has a short lifespan, is not an operating business, and its units are not listed or quoted for trading.

The preparation of an annual information form would not benefit the limited partners and would impose a material financial burden.

RBC Bank (Georgia), N.A. applied to the Ontario Securities Commission for exemptive relief from the prospectus and registration requirements under the Securities Act.

The applicant sought to offer U.S. dollar deposit accounts and related services to Canadian residents, including customers referred by its related Canadian bank, Royal Bank of Canada.

The Commission granted the requested exemptions, subject to conditions including that the applicant remains regulated by U.S. banking authorities, the accounts are insured by the FDIC, and appropriate disclosures regarding insurance and referral arrangements are provided to Canadian customers.

The Filer, Transglobe Apartment Real Estate Investment Trust, applied for exemptive relief from continuous disclosure, certification, audit committee, and corporate governance requirements, as well as an exemption from participation fees.

Following a privatization transaction, the Filer became wholly-owned by a single entity and its Trust Units were delisted from the TSX.

The Filer's only outstanding public securities are defeased debentures, making continuous disclosure of minimal relevance to debenture holders.

The Ontario Securities Commission granted the requested relief, subject to the condition that the Filer file alternative annual disclosure regarding the defeased debentures.

The applicants, TD Waterhouse Canada Inc. and InvestorPOS Inc., applied to the Ontario Securities Commission for exemptive relief to permit dealers to send or deliver the most recently filed fund facts document instead of a prospectus to satisfy the prospectus delivery requirement for mutual fund securities.

The Commission granted the exemption, subject to conditions including providing investors with equivalent rights of withdrawal and rescission, and providing notice of these rights.

The applicants, TD Waterhouse Canada Inc. and InvestorPOS Inc., applied for exemptive relief from the prospectus delivery requirements under the Securities Act.

They sought permission to deliver the Fund Facts document instead of the simplified prospectus to satisfy the delivery requirements for mutual fund purchases, using the FFxpress electronic delivery system.

The Ontario Securities Commission granted the requested relief, subject to conditions including the provision of withdrawal and rescission rights equivalent to those applicable to a prospectus, and a sunset clause terminating the relief on the effective date of the Stage 2 Amendments to the point of sale disclosure project.

The applicant, Counsel Portfolio Services Inc., applied for exemptive relief under section 19.1 of National Instrument 81-102 Mutual Funds on behalf of its mutual funds.

The relief sought to exempt the funds from certain derivatives and custodial requirements to permit them to enter into swap transactions cleared through a clearing corporation, in response to new U.S. requirements under the Dodd-Frank Act.

The Ontario Securities Commission granted the requested relief, subject to conditions regarding the deposit of cash and portfolio assets as margin with a Futures Commission Merchant.