OSC 2019

The Filer, Agellan Commercial Real Estate Investment Trust, applied to the Ontario Securities Commission for an order to cease being a reporting issuer in all applicable Canadian jurisdictions.

The Filer 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 principal regulator granted the order, finding that the Filer met the statutory test.

The Filer applied for an exemption from the requirement under section 12.2 of National Instrument 51-102 to file two litigation funding agreements as material contracts.

The Filer argued that the agreements were subject to privilege in connection with ongoing international arbitration and that disclosure would violate confidentiality provisions and prejudice its interests.

The principal regulator granted the requested exemptive relief.

The Filer applied to the Ontario Securities Commission for an exemption from the prospectus requirement for the distribution of contracts for difference (CFDs) and over-the-counter foreign exchange contracts to investors in Ontario and other applicable jurisdictions.

The Filer operates a proprietary online trading platform allowing clients to trade CFDs on an execution-only basis.

The Commission granted the requested relief, subject to conditions including that the Filer remain registered as an investment dealer, comply with IIROC rules, and provide clients with a comprehensive risk disclosure document prior to their first transaction.

Dynex Power Inc. applied to the Ontario Securities Commission for an order declaring that it has ceased to be a reporting issuer in all jurisdictions of Canada where it currently holds that status.

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 Commission was satisfied that the statutory test was met and granted the requested order.

TD Asset Management Inc. applied for exemptive relief from provisions of NI 31-103 and NI 81-102 to permit its managed funds and accounts to engage in inter-fund trades involving private debt.

The Ontario Securities Commission granted the relief, subject to conditions including independent review committee approval, independent valuation or use of approved valuation models, and disclosure to investors.

RBC Global Asset Management Inc. applied for exemptive relief under National Instrument 81-102 to approve a change in manager, the merger of several exchange-traded funds, and a change in custodian.

The Ontario Securities Commission granted the requested relief, subject to the applicant obtaining prior approval from the unitholders of the affected funds.

Mackenzie Financial Corporation applied for exemptive relief on behalf of the Mackenzie Enhanced Fixed Income Risk Premia Fund from the concentration restriction in section 2.1 of NI 81-102.

The relief sought to permit the Fund to invest up to 35% of its net assets in highly rated foreign government securities.

The Ontario Securities Commission granted the requested relief, subject to conditions including that the securities are traded on a mature and liquid market and that the Fund's simplified prospectus discloses the associated risks and the nature of the relief.

The applicant sought approval under paragraph 5.5(1)(b) of National Instrument 81-102 to merge two terminating mutual funds into two continuing mutual funds.

The mergers did not meet all pre-approval criteria because the investment objectives were not substantially similar and one merger would be effected on a taxable basis.

The principal regulator granted the requested exemptive relief, finding the mergers would achieve a fair and reasonable result for the funds and provide benefits such as a simplified product line-up and reduced administrative costs.

The Filer, a Nevada corporation listed on the TSX Venture Exchange, applied for exemptive relief from the requirement to prepare its financial statements in accordance with Canadian GAAP and its MD&A in the Canadian form.

The Filer had filed a registration statement with the SEC and anticipated becoming an SEC Issuer.

The Ontario Securities Commission granted the relief, permitting the Filer to file financial statements prepared in accordance with U.S. GAAP and MD&A prepared in accordance with U.S. requirements, provided it becomes an SEC Issuer by June 30, 2019.

Confidentiality relief was also granted.

The Filer applied to the Ontario Securities Commission for exemptive relief from the requirements of paragraphs 15.3(4)(c) and 15.3(4)(f) of National Instrument 81-102.

The relief was sought to permit the Filer's mutual funds to reference FundGrade A+ Awards and FundGrade Ratings in their sales communications.

The Commission granted the exemption, subject to specific disclosure conditions and time limits on the use of the awards.

The Filer, Ninepoint Partners LP, applied for exemptive relief under subsection 5.5(1)(b) of National Instrument 81-102 to approve the merger of certain mutual funds.

The proposed mergers did not meet all criteria for pre-approved reorganizations under section 5.6 because the investment objectives of the continuing funds were not substantially similar to the terminating funds, and the mergers would not be completed as qualifying exchanges under the Income Tax Act.

The principal regulator granted the requested approval, finding that the mergers would achieve a fair and reasonable result for the funds and provide benefits such as a streamlined product line-up and lower management fees.

Ninepoint Partners LP applied for exemptive relief on behalf of certain investment funds to permit a fund-on-fund structure.

The requested relief would exempt the funds from restrictions prohibiting them from investing in other funds where they would become a substantial securityholder, and from related reporting obligations.

The Ontario Securities Commission granted the relief, subject to several conditions including that the investments are consistent with the top funds' objectives, effected at an objective price, and that no duplicative fees are charged.

The Filer, Samara Capital Inc., applied to the Ontario Securities Commission for exemptive relief from the related issuer and in-specie transaction prohibitions under National Instrument 31-103.

The relief was sought to permit the Cayman Fund to transition into a fund-on-fund structure by making an initial investment in the Master Fund, and to pay for this investment by transferring portfolio securities in-specie.

The Commission granted the requested relief, subject to conditions ensuring the transactions are in the best interests of the funds and do not result in duplicative fees.

Ninepoint Partners LP applied for exemptive relief on behalf of certain top funds to permit them to invest in underlying funds managed by third-party managers, even if such investments would result in the top funds becoming substantial security holders of the underlying funds.

The Ontario Securities Commission granted the requested relief, subject to conditions including that the investments are consistent with the top funds' objectives, no duplicative fees are charged, and appropriate disclosure is provided to investors.

The Filer applied for exemptive relief to merge the Terminating Fund into the Continuing Fund on a taxable basis.

The merger did not meet all pre-approval criteria under NI 81-102 because it was not a qualifying exchange under the Income Tax Act.

The principal regulator granted the requested relief, finding that the merger was in the best interest of securityholders as it preserved capital losses and reduced duplication.

The Filer applied for exemptive relief on behalf of existing and future investment funds from the requirement under NI 81-106 to send an information circular to each registered securityholder whose proxy is solicited.

The Filer sought to use the Notice-and-Access Procedure instead, similar to corporate finance issuers under NI 51-102 and NI 54-101.

The Ontario Securities Commission granted the exemption, subject to conditions ensuring securityholders receive a Notice-and-Access Document and can request printed copies of the information circular.

The Filer, a real estate investment trust, applied to the Ontario Securities Commission for exemptive relief from the requirement to include certain historical financial statements in its information circular regarding a proposed reverse takeover.

The Filer sought to acquire a portfolio of properties but was unable to obtain complete historical financial records from the previous owners.

The Commission granted the exemption, permitting the Filer to provide alternative available financial information and non-financial disclosure.

The Manager, BMO Investments Inc., applied to the Ontario Securities Commission for exemptive relief under paragraph 5.5(1)(b) of National Instrument 81-102 to approve the mergers of three terminating mutual funds into three continuing mutual funds.

The mergers did not meet all pre-approval criteria under section 5.6 because the investment objectives and fee structures were not substantially similar.

The Commission granted the requested approval, noting the mergers would be effected on a tax-deferred basis and were recommended by the independent review committee.

The Applicant, Hydro One Inc., applied to the Ontario Securities Commission for exemptive relief from the requirement to include executive compensation disclosure in its Annual Information Form (AIF).

The Applicant and its parent company, Hydro One Limited, share the same board of directors and human resources committee, resulting in joint compensation decisions.

The Applicant sought to file its executive compensation disclosure as a stand-alone document within 140 days of its financial year-end, rather than including it in the AIF filed within 90 days.

The Commission granted the requested exemption, provided the Applicant files the stand-alone disclosure within the 140-day timeframe and includes a notice of incorporation by reference in its AIF.

The applicant, Russell Investments Canada Limited, applied for exemptive relief on behalf of its ETF Funds from certain provisions of National Instrument 81-102.

Specifically, the applicant sought an exemption from the borrowing requirement to permit the funds to borrow cash to fund distributions, and an exemption from the sales and redemptions requirements to treat ETF securities and mutual fund securities as separate funds.

The Ontario Securities Commission granted the requested exemptions, subject to specified conditions.