Ontario Securities Commission

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 following its initial public offering.

The applicant argued that applying the significance tests using its pre-IPO financial statements produced anomalous results, and that the acquisition was not significant from a practical, commercial, business, or financial perspective.

The principal regulator granted the requested exemption.

The Filers applied for exemptive relief on behalf of certain mutual funds to permit the continuing funds to use the historical performance data and financial highlights of the existing funds following a merger.

The Ontario Securities Commission granted the relief, finding that the continuing funds would be managed in a substantially similar manner and that treating them as fungible with the existing funds for financial data purposes would benefit investors and prevent confusion.

The applicant, a reporting issuer, applied for exemptive relief from continuous disclosure, certification, and audit committee requirements under the applicable securities legislation and the Business Corporations Act.

The applicant proposed a reorganization that would result in it no longer satisfying the conditions of a previous exemptive relief decision regarding its credit support issuer structure.

The Ontario Securities Commission granted the requested exemptions, subject to several conditions, including that the parent real estate investment trust continues to beneficially own all voting securities and provides a full and unconditional guarantee of the applicant's convertible debentures.

The applicants sought exemptive relief under various National Instruments to permit continuing mutual funds to use the start dates, past performance data, and financial highlights of existing funds following a merger, and to be exempt from seed capital requirements.

The principal regulator granted the requested relief, finding it would be beneficial to investors and would not be misleading, provided the continuing funds comply with specified disclosure conditions.

The Filer, Dundee Industrial Limited Partnership, applied for exemptive relief from continuous disclosure and certification requirements under National Instruments 51-102 and 52-109.

The Filer proposed a corporate reorganization that would result in it becoming a reporting issuer by virtue of becoming a co-obligor for convertible debentures.

The principal regulator granted the requested exemptions, subject to several conditions, including that the Filer's parent entity continues to provide a full and unconditional guarantee of the debentures and that the Filer does not issue other securities except as specified.

The applicant, manager of two mutual funds, applied to the Ontario Securities Commission for exemptive relief under section 6.1 of National Instrument 81-101.

The applicant sought an exemption from subsection 2.1(2) of NI 81-101, which prohibits filing a prospectus more than 90 days after the receipt of a preliminary prospectus.

The Director granted the requested exemption, subject to the condition that the prospectus be filed no later than December 16, 2013.

The Filer applied to the Ontario Securities Commission for exemptive relief from subsection 2.3(1.1) of National Instrument 41-101, which prohibits filing a final prospectus more than 90 days after the receipt for the preliminary prospectus.

The Director granted the requested exemption, permitting the final prospectus to be filed by January 31, 2014.

The filer, Hillsdale Investment Management Inc., applied for exemptive relief from the prohibitions in National Instrument 31-103 to permit in specie subscriptions and redemptions between managed accounts and pooled funds, and between different pooled funds.

The Ontario Securities Commission granted the relief subject to conditions, including obtaining client consent, ensuring the portfolio securities are acceptable and consistent with investment objectives, and maintaining written records of the transfers.

The Filer, an SEC foreign issuer, applied for exemptive relief on behalf of its wholly-owned indirect subsidiary, the Issuer, to allow the Issuer to issue debt securities guaranteed by the Filer without complying with continuous disclosure, certification, insider reporting, audit committee, and corporate governance requirements.

The Ontario Securities Commission granted the relief, subject to conditions, including that the Filer continues to comply with U.S. foreign private issuer disclosure regimes and files material change reports for events not reported on SEC Form 6-K.

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, a 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 for two recent property acquisitions.

The applicant argued that the acquisitions were not significant from a practical, commercial, business, or financial perspective, and that the required significance tests produced anomalous results due to its short operating history.

The Ontario Securities Commission granted the requested exemption.

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 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 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 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 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 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 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.