Ontario Securities Commission Bulletin

Issue 41/32 - August 09, 2018

Ont. Sec. Bull. Issue 41/32

Table of Contents

Chapter 1 - Notices / News Releases

Notices

OSC Staff Notice 11-739 (Revised) -- Policy Reformulation Table of Concordance and List of New Instruments

Notices from the Office of the Secretary

Money Gate Mortgage Investment Corporation et al.

Chapter 2 - Decisions, Orders and Rulings

Decisions

Royal National Insurance Company Ltd.

First Asset Investment Management Inc. and First Asset Morningstar US Consumer Defensive Index Fund

Canoe Financial LP

Royal Warranty Company Ltd.

Orders

American Express Canada Credit Corporation

Nuveen Asset Management, LLC -- s. 80 of the CFA

Franklin Templeton Investments Corp. et al. -- ss. 78(1) and 80 of the CFA

Shoppers Drug Mart Corporation

Money Gate Mortgage Investment Corporation et al.

Matamec Explorations Inc.

Chapter 4 - Cease Trading Orders

Temporary, Permanent & Rescinding Issuer Cease Trading Orders

Temporary, Permanent & Rescinding Management Cease Trading Orders

Outstanding Management & Insider Cease Trading Orders

Chapter 11 - IPOs, New Issues and Secondary Financings

Chapter 12 - Registrations

Registrants

Chapter 13 - SROs, Marketplaces, Clearing Agencies and Trade Repositories

SROs

IIROC -- Amendments Respecting the Reporting of Certain Trades to Acceptable Foreign Trade Reporting Facilities -- Notice of Commission Approval

IIROC -- Proposed Amendments to Dealer Member Rules and Form 1 Regarding the Securities Concentration Test and Designated Rating Organizations -- Request for Comment

Marketplaces

CSE -- Amendments to Trading System Functionality and Features -- Significant Change Subject to Public Comment -- Notice and Request for Comment

CSE -- Application of Continued Listing Requirements -- Notice of Approval

Aequitas NEO Exchange -- Proposed Trading of Foreign-Listed Structured Products -- OSC Staff Notice of Request for Comment

Clearing Agencies

CDS -- Technical Amendments to CDS Procedures -- Housekeeping Changes -- Notice of Effective Date

Chapter 25 - Other Information

Consents

Montan Mining Corp. -- s. 4(b) of Ont. Reg. 289/00 under the OBCA

 

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Chapter 1 -- Notices / News Releases

OSC Staff Notice 11-739 (Revised) -- Policy Reformulation Table of Concordance and List of New Instruments

OSC STAFF NOTICE 11-739 (REVISED)

POLICY REFORMULATION TABLE OF CONCORDANCE AND LIST OF NEW INSTRUMENTS

The following revisions have been made to the Table of Concordance and List of New Instruments. A full version of the Table of Concordance and List of New Instruments as of June 30, 2018 has been posted to the OSC Website at www.osc.gov.on.ca.

Table of Concordance

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Item Key

The third digit of each instrument represents the following: 1-National/Multilateral Instrument; 2-National/Multilateral Policy;

3-CSA Notice; 4-CSA Concept Release; 5-Local Rule; 6-Local Policy; 7-Local Notice; 8-Implementing Instrument;

9-Miscellaneous

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Reformulation

Instrument

Title

Status

 

51-354

Report on Climate change-related Disclosure Project

Published April 5, 2018

 

11-780

Statement of Priorities -- Request for Comments Regarding Statement of Priorities for Financial Year to End March 31, 2019

Published for comment April 5, 2018

 

11-739

Policy Reformulation Table of Concordance and List of New Instruments (Revised)

Published April 5, 2018

 

61-303

Request for Comment -- Soliciting Dealer Arrangements

Published for Comment April 12, 2018

 

52-329

Distribution Disclosures and Non-GAAP Financial Measures in the Real Estate Industry

Published April 12, 2018

 

93-102

Derivatives: Registration

Published for comment April 19, 2018

 

81-329

Reducing Regulatory Burden for Investment Fund Issuers

Published May 24, 2018

 

21-323

Proposal for Mandatory Post-Trade Transparency of Trades in Government Debt Securities, Expanded Transparency of Trades in Corporate Debt Securities and Proposed Amendments to NI 21-101 Marketplace Operation

Published for comment May 24, 2018

 

93-403

Variation, Amendment, or Revocation and Replacement of Blanket Orders Exempting Certain Counterparties from the Requirement to Submit a Mandatory Clearable Derivative for Clearing and Update on Proposed Amendments to NI 94-101 Mandatory Central Counterparty

Published May 31, 2018

 

72-503

Distributions Outside Canada-- Amendments

Ministerial approval published June 7, 2018

 

45-102

Resale of Securities -- Amendments

Ministerial approval published June 7, 2018

 

31-103

Registration Requirements, Exemptions and Ongoing Registrant Obligations -- Amendments

Ministerial approval published June 7, 2018

 

31-103

Registrant Requirements, Exemptions and Ongoing Registrant Obligations -- Amendments

Ministerial approval published June 7, 2018

 

33-109

Registration Information -- Amendments

Ministerial approval published June 7, 2018

 

41-101

General Prospectus Requirements -- Amendments

Ministerial approval published June 7, 2018

 

44-101

Short Form Prospectus -- Amendments

Ministerial approval published June 7, 2018

 

44-102

Shelf Distributions -- Amendments

Ministerial approval published June 7, 2018

 

45-106

Prospectus Exemptions -- Amendments

Ministerial approval published June 7, 2018

 

51-102

Continuous Disclosure Obligations -- Amendments

Ministerial approval published June 7, 2018

 

81-102

Investment Funds -- Amendments

Ministerial approval published June 7, 2018

 

81-106

Investment Fund Continuous Disclosure -- Amendments

Ministerial approval published June 7, 2018

 

33-506

(Commodity Futures Act) Registration Information -- Amendments

Ministerial approval published June 7, 2018

 

46-308

Securities Law Implications for Offerings of Tokens

Published June 14, 2018

 

93-101

Derivatives: Business Conduct

Published for comment June 14, 2018

 

31-103

Registration Requirements, Exemptions and Ongoing Registrant Obligations -- Amendments

Published for comment June 21, 2018

 

81-330

Status Report on Consultation on Embedded Commissions and Next Steps

Published June 21, 2018

 

21-324

Information Processor for Exchange-Traded Securities other than Options

Published June 28, 2018

For further information, contact:

Darlene Watson
Project Specialist
Ontario Securities Commission
416-593-8148

August 9, 2018

 

Money Gate Mortgage Investment Corporation et al.

FOR IMMEDIATE RELEASE

August 2, 2018

MONEY GATE MORTGAGE INVESTMENT CORPORATION, MONEY GATE CORP., MORTEZA KATEBIAN and PAYAM KATEBIAN, File No. 2017-79

TORONTO -- The Commission issued an Order in the above named matter.

A copy of the Order dated August 2, 2018 is available at www.osc.gov.on.ca.

OFFICE OF THE SECRETARY
GRACE KNAKOWSKI
SECRETARY TO THE COMMISSION

For media inquiries:

media_inquiries@osc.gov.on.ca

For investor inquiries:

OSC Contact Centre
416-593-8314
1-877-785-1555 (Toll Free)

 

Chapter 2 -- Decisions, Orders and Rulings

Royal National Insurance Company Ltd.

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Application for relief from prospectus requirement in section 53 of the Act regarding distributions of securities of the issuer to shareholders (who are also key employees) of licenced automotive dealers operating in the applicable jurisdictions (or their holding companies) -- Filer distributes securities in order to allow for payment of commissions for dealers to sell warranty programs offered by the filer -- Relief granted subject to conditions, including that subsequent trades restricted to specified transferees.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 53, 74(1).

National Instrument 45-106 Prospectus Exemptions.

July 27, 2018

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 ROYAL NATIONAL INSURANCE COMPANY LTD. (the Filer)

DECISION

Background

The principal regulator in the Jurisdiction has received an 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 prospectus requirement (the Exemption Sought) in connection with the issuance from time to time of shares of the Filer to Dealer Principals (as defined below), associates of a Dealer Principal and successors to a Dealer Principal's business.

For purposes of this decision, the term "associate" where used to indicate a relationship with a Dealer Principal (as defined below) shall mean:

(i) any person who resides in the same home as the Dealer Principal and to whom the Dealer Principal is married or with whom the Dealer Principal is living in a conjugal relationship outside marriage;

(ii) any child of the Dealer Principal;

(iii) any trust or estate in which the Dealer Principal has a substantial beneficial interest or as to which the Dealer Principal serves as trustee or in a similar capacity; or

(iv) any company of which the Dealer Principal beneficially owns, either individually or together with a person mentioned in paragraph (i) or (ii) and either directly or indirectly, 100% of the voting rights attached to all voting securities of the company for the time being outstanding.

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 subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in each of British Columbia, Alberta, Saskatchewan, Manitoba, Québec, New Brunswick, Prince Edward Island, Nova Scotia, Newfoundland and Labrador, the Yukon Territory, the Northwest Territories and Nunavut.

Interpretation

Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.

Representations

This decision is based on the following facts represented by the Filer:

1. The Filer is a registered insurance company incorporated on December 9, 1988 and existing under the laws of Barbados in accordance with the provisions of the Exempt Insurance Act, 1983. It is in the business of reinsuring obligations under creditor life insurance contracts, creditor accident and sickness insurance contracts and various other insurance coverages arising out of the sale or lease of automobiles by commercially licensed automotive dealers operating in the provinces and territories of Canada (Dealers).

2. The Filer is not, and has no intention to become, a reporting issuer in any province or territory of Canada and is not an "investment fund" as defined in the Legislation. Except as noted in paragraphs 17 to 22 below, the Filer is not in default of the securities legislation of any province or territory of Canada.

3. The Filer was originally formed by American Bankers Life Assurance Company of Florida (ABLAC) to establish an insurance company to reinsure the insurance written through Dealers in order to enable the shareholders (who are also key employees) of such Dealers (the Dealer Principals) to participate in the profits of the insurance generated by them.

4. The Filer has entered into a reinsurance treaty and management contract with ABLAC and American Bankers Insurance Company of Florida (collectively, American Bankers) to permit the Filer to realize substantially all of the profits on business generated through the Dealers while minimizing the losses which may be realized on such business.

5. The Dealers forward applications for insurance contracts received from purchasers or lessees of motor vehicles to American Bankers and certificates of insurance coverage are issued by American Bankers to the customers of the Dealers who purchase such insurance, and American Bankers reinsure the business written through the Dealers with the Filer.

6. Effective May 31, 2018, American Bankers was replaced by The Canada Life Assurance Company (Canada Life) such that the Dealers sell insurance coverage issued by Canada Life to its customers, and the business written through the Dealers will be reinsured by (i) Canada Life entering into a reinsurance treaty with International Insurance & Guarantee SCC (IIG) and (ii) IIG entering into a retrocessional reinsurance treaty with the Filer. However, there is no management contract between the Filer and Canada Life.

7. The authorized capital of the Filer consists of 100,000 common shares without nominal or par value, divided into 1,000 classes, each of 100 shares (the RNIC Shares).

8. The Filer issues RNIC Shares to Dealer Principals of Dealers, either directly or through a holding company that may be owned solely by the Dealer Principal or by the Dealer Principal and his or her associates, that have agreed to sell insurance products offered by the Filer so as to allow the Dealer Principals to participate in the profits of the insurance generated by their respective Dealers. Each Dealer Principal acquires 100 RNIC Shares of a separate class for an aggregate subscription price of $2,500.

9. It is a mandatory requirement for Dealer Principals of Dealers that sell insurance products offered by the Filer, to subscribe for the RNIC Shares, either directly or through a holding company, as a Dealer Principal needs to hold a class of RNIC Shares in order to receive the profits generated by his or her Dealer from its insurance sales via dividends from its shareholder account, as further described below.

10. Dividends on the RNIC Shares are declared and payable only from the shareholder account attributable to the specific class of shares held by the Dealer Principal or his or her holding company and not out of any capital or surplus or shareholder account attributable to any other class of shares. Dividends on the RNIC Shares are payable when and as declared by the board of directors of the Filer.

11. The shareholder account from which dividends are paid for each class of RNIC Shares includes (i) the paid-in capital attributable to the RNIC Shares, (ii) the Dealer's pro rata share of the Filer's profits or losses from all insurance sales, (iii) the Dealer's investment income or loss, less (iv) any allocation of common operating expenses, and (v) the dividends paid or share redemptions in respect of the RNIC Shares.

12. The RNIC Shares have not been, and will not be, sold to any person other than Dealer Principals or their associates.

13. The by-laws of the Filer provide that only Dealer Principals or their associates are allowed to purchase the RNIC Shares and that the respective Dealer Principals control the voting of such RNIC Shares.

14. There is no market for the RNIC Shares and the constating documents of the Filer provide for restrictions on their transfer. Pursuant to the by-laws of the Filer, the RNIC Shares shall not be transferred without the approval of the board of directors of the Filer.

15. The by-laws of the Filer also provide that the Filer may repurchase the RNIC Shares.

16. As of the date hereof, the Filer has 370 shareholders, all resident in the Province of Ontario, holding an aggregate of 37,000 RNIC Shares. The Filer would like to engage Dealers in other provinces and territories of Canada to offer its insurance products and therefore offer the RNIC Shares to Dealer Principals, either directly or through a holding company that may be owned solely by the Dealer Principal or by the Dealer Principal and his or her associates, in such other provinces and territories.

17. The Filer previously obtained a ruling from the OSC, dated August 20, 1990 and varied on November 30, 1990, granting the Filer an exemption from the prospectus and registration requirements in connection with the issuance of RNIC Shares to Dealer Principals, their associates and successors to their business in Ontario (the Previous Decision).

18. The representations in the Previous Decision contemplated the issuance of RNIC Shares over a two to ten year period. The Filer has been made aware that the Previous Decision could be read to be limited to this ten year period and as a result seeks the Exemption Sought. The Filer believes that all purchasers of the RNIC Shares to date have been accredited investors.

19. The Filer acknowledges that, if the Previous Decision were interpreted to be limited to a ten year period, to the extent that distributions of securities were made to any purchasers of RNIC Shares without an available exemption subsequent to August 20, 2000, such distributions were made in contravention of the prospectus requirement of the Legislation.

20. The Filer further acknowledges that the management team of its previous management company did not maintain and enforce the necessary procedures to ensure complete compliance with the Previous Decision, and that the Filer did not send annually an information circular in accordance with the Legislation as required by the Previous Decision.

21. In late 2017, the compliance and legal department of a service provider to the Filer (the Service Provider) identified that the issuance of the RNIC Shares since August 30, 2000 might not be in conformity with applicable securities laws and forthwith retained new external counsel, which counsel was not involved with the application for nor compliance with the Previous Decision, to bring an application in order to seek the Exemption Sought. In February 2018, the Filer changed its management company to a wholly owned subsidiary of the Service Provider (the Current Management Company), and the Current Management Company has retained personnel and taken appropriate steps to put in place policies and procedures that establish a system of controls and supervision sufficient to provide reasonable assurance that it will comply with applicable law.

22. The Filer acknowledges that the Exemption Sought does not apply retroactively to the non-compliance noted in paragraphs 19 and 20.

23. The Filer has considered whether, under National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103) and the Legislation, it could be considered to be engaged in or holding itself out as engaging in the business of trading in securities and therefore required to register as a dealer, rely on another exemption from the dealer registration requirement or seek exemptive relief from the dealer registration requirement. In light of the particular facts and circumstances of the Filer, including the fact that it has no offices or employees, does not receive any fees or other income from engaging in trades or acts in furtherance of distributions, and its activities do not have the attributes typical of a person or company carrying on the business of a dealer, and having considered the guidance in section 1.3 of the Companion Policy to NI 31-103, the Filer has concluded that it should not be considered to be engaged in registrable activities and therefore does not require relief from the registration requirement of the Legislation.

24. The Current Management Company has established, and maintains and applies, policies and procedures that establish a system of controls and supervision sufficient to provide reasonable assurance that the Filer and each individual acting on its behalf complies with the Legislation, including compliance with the terms and conditions of any statutory or discretionary exemption under the Legislation.

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) prior to the issuance of RNIC Shares to a prospective shareholder, the Filer shall deliver to such prospective shareholder a copy of:

(1) the articles and by-laws of the Filer, and all amendments thereto;

(2) the most recent annual audited financial statements of the Filer;

(3) this decision; and

(4) a statement to the effect that, as a consequence of this decision, certain protections, rights and remedies provided by the Legislation, including statutory rights of rescission or damages, will not be available to the shareholder and that certain restrictions are imposed on the subsequent disposition of the RNIC Shares; and

(5) an information document pertaining to the Filer and describing, among other things, the method by which revenues, expenses and losses will be calculated for purposes of the dividends payable to each shareholder's capital accounts;

(b) all certificates representing RNIC Shares shall bear a legend describing the restrictions on the transfer of the RNIC Shares;

(c) the exemptions contained in this decision shall cease to be effective if any of the provisions of the articles or by-laws of the Filer relevant to the exemptions granted herein are amended in any material respect without written notice to, and consent of, the principal regulator;

(d) the Filer prepares and sends to each of its shareholders, on an annual basis, audited financial statements and such notices and information as are required under Barbados law in respect of the annual meetings of shareholders;

(e) the Filer conducts annual meetings in accordance with applicable Barbados corporate law;

(f) the Filer prepares and sends to each of its shareholders a statement of account, on at least an annual basis, that includes dividends paid to the shareholder, which is mailed to the shareholder and available to the shareholder through an online portal;

(g) the first trade of any RNIC Share by a Dealer Principal, his or her associate or a successor to his or her business to a person or company other than the Filer or another Dealer Principal, his or her associate or a successor to his or her business, shall be deemed a distribution; and

(h) this decision shall cease to be effective after the date that is five years after the date of this decision, unless the Filer applies for and is granted exemptive relief that is substantially the same as the Exemption Sought with respect to the then issuance of RNIC Shares.

"Philip Anisman"
Commissioner
Ontario Securities Commission
 
"Deborah Leckman"
Commissioner
Ontario Securities Commission

 

First Asset Investment Management Inc. and First Asset Morningstar US Consumer Defensive Index Fund

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Approval of investment fund merger -- approval required because merger does not meet the criteria for pre-approved reorganizations and transfers in National Instrument 81-102 -- the fundamental investment objective of the terminating fund and continuing fund are not substantially similar -- unitholders of the terminating fund provided with timely and adequate disclosure regarding the merger.

Applicable Legislative Provisions

National Instrument 81-102 Investment Funds, ss. 5.5(1)(b), 19.1.

July 23, 2018

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 FIRST ASSET INVESTMENT MANAGEMENT INC. (the Filer) AND FIRST ASSET MORNINGSTAR US CONSUMER DEFENSIVE INDEX FUND (the Terminating Fund)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer on behalf of the Terminating Fund for a decision under the securities legislation of the Jurisdiction (the Legislation) approving the proposed merger (the Merger) of the Terminating Fund into First Asset MSCI USA Low Risk Weighted ETF (the Continuing Fund and, together with the Terminating Fund, the Funds) pursuant to paragraph 5.5(1)(b) of National Instrument 81-102 Investment Funds (NI 81-102) (the Merger Approval).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

1. the Ontario Securities Commission is the principal regulator for this application; and

2. the Filer has provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Yukon, Northwest Territories and Nunavut (together with Ontario, the Jurisdictions).

Interpretation

Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.

Representations

This decision is based on the following facts represented by the Filer:

The Manager and the Funds

1. The Filer is registered as a portfolio manager in Ontario and as an investment fund manager under the securities legislation of each of Ontario, Quebec and Newfoundland and Labrador. The Filer's head office is located in Ontario.

2. The Filer is the manager of each Fund.

3. Each Fund was established pursuant to a declaration of trust under the laws of Ontario.

4. The Terminating Fund is a non-redeemable investment fund whose units are listed on the Toronto Stock Exchange (TSX).

5. The Continuing Fund is an exchange-traded mutual fund (ETF) whose units are listed on the TSX.

6. The Filer and each Fund is not in default of securities legislation in any Jurisdiction.

7. Each Fund is a reporting issuer (or the equivalent) under the securities legislation of each Jurisdiction and is subject to the requirements of NI 81-102.

8. Each of the Funds follows the standard investment restrictions and practices established under the Legislation, except to the extent that the Fund has received an exemption to deviate therefrom.

9. The net asset value (NAV) of each Fund is calculated on each day that the TSX is open for business in accordance with the Funds' valuation policy and as described in each Fund's prospectus.

Reason for Merger Approval

10. Regulatory approval of the Merger is required because the Merger does not satisfy all the criteria for pre-approved reorganizations and transfers set out in section 5.6 of NI 81-102. In particular, a reasonable person may not consider the Terminating Fund to have substantially similar fundamental investment objectives as the Continuing Fund.

11. The investment objectives of the Terminating Fund and the Continuing Fund are as follows:

Terminating Fund

Continuing Fund

 

To provide Unitholders with (i) the opportunity for capital appreciation; and (ii) monthly cash distributions. The Fund invests in a portfolio that is designed to replicate, to the extent possible, the performance of the Morningstar[SUP]®[/SUP] Consumer Defensive Index[SUP]TM[/SUP], net of expenses.

The First Asset MSCI USA Low Risk Weighted ETF has been designed to replicate, to the extent possible, the performance of the MSCI USA Risk Weighted Top 150 Index Hedged to CAD, net of expenses.

12. Other than the criterion described in paragraph 10, the Merger complies with all the other criteria for pre-approved reorganizations and transfers set out in section 5.6 of NI 81-102.

The Proposed Merger

13. The Filer intends to merge the Terminating Fund into the Continuing Fund.

14. The Merger was announced in a press release dated June 6, 2018 and a material change report dated June 7, 2018, both of which have been filed on SEDAR.

15. As required by National Instrument 81-107 Independent Review Committee for Investment Funds, the Filer presented the terms of the Merger to the independent review committee of the Funds (the IRC) for its review. The IRC determined that the Merger, if implemented, will achieve a fair and reasonable result for each of the Funds.

16. The Filer convened a special meeting (the Meeting) of the unitholders of the Terminating Fund on July 19, 2018 in order to seek the approval of the unitholders to complete the Merger, as required by paragraph 5.1(1)(f) of NI 81-102. As the quorum requirements at the Meeting were not met, the Meeting was adjourned to July 30, 2018 (the Adjourned Meeting). At the Adjourned Meeting, the unitholders then present in person or represented by proxy shall constitute quorum.

17. The Filer has concluded that the Merger is not a material change to the Continuing Fund, and, accordingly, there is no intention to convene a meeting of unitholders of the Continuing Fund to approve the Merger pursuant to paragraph 5.1(1)(g) of NI 81-102.

18. By way of order dated November 4, 2016, the Filer was granted relief (the Notice-and-Access Relief) from the requirement set out in paragraph 12.2(2)(a) of National Instrument 81-106 Investment Fund Continuous Disclosure to send a printed management information circular to unitholders while proxies are being solicited, and, subject to certain conditions, instead allows a notice-and-access document (as described in the Notice-and-Access Relief) to be sent to such unitholders. In accordance with the Filer's standard of care owed to the Funds pursuant to securities legislation, the Manager will only use the notice-and-access procedure for a particular meeting where it has concluded it is appropriate and consistent with the purposes of notice-and-access (as described in Companion Policy 54-101CP Communication with Beneficial Owners of Securities of a Reporting Issuer) to do so, also taking into account the purpose of the meeting and whether the Funds would obtain a better participation rate by sending the management information circular with the other proxy-related materials.

19. Pursuant to requirements of the Notice-and-Access Relief, a notice-and-access document and applicable proxies in connection with the Meeting and any adjournment thereof, along with the ETF summary document of the Continuing Fund was mailed to unitholders of the Terminating Fund on June 15, 2018, and was filed via SEDAR immediately prior to such mailing. The management information circular (the Circular), which the notice-and-access document provided a link to, was also filed via SEDAR at the same time.

20. If all required approvals for the Merger are obtained, it is intended that the Merger will occur after the close of business on a day in early September 2018 (the Effective Date). The Filer therefore anticipates that each unitholder of the Terminating Fund will become a unitholder of the Continuing Fund after the close of business on the Effective Date. The Terminating Fund will be wound-up within 30 days following the Merger.

21. The tax implications of the Merger as well as the differences between the investment objectives, fee structure and other features of the Terminating Fund and the Continuing Fund will be described in the Circular, so that unitholders may make an informed decision before voting on whether to approve the Merger. The Circular will also describe the various ways in which unitholders can obtain a copy of the prospectus of the Continuing Fund and its most recent interim and annual financial statements and management reports of fund performance.

22. Unitholders of the Terminating Fund will continue to have the right to trade their units of the Terminating Fund on the TSX at any time until the units are delisted, which will occur shortly prior to the Merger being implemented. If unitholders of the Terminating Fund approve the Merger at the Adjourned Meeting, unitholders of the Terminating Fund who do not wish to participate in the Merger will have the opportunity to redeem their units of the Terminating Fund at a price equal to the NAV of the units prior to the Effective Date.

23. The costs of effecting the Merger (consisting of primarily legal and regulatory fees, and proxy solicitation, printing and mailing costs) will be borne by the Filer.

24. No sales charges will be payable by unitholders of the Funds in connection with the Merger.

25. The investment portfolio and other assets of the Terminating Fund to be acquired by the Continuing Fund in order to effect the Merger are currently, or will be on or prior to the Effective Date, acceptable to the portfolio manager of the Continuing Fund and are, or will be, consistent with the investment objectives of the Continuing Fund.

Merger Steps

26. The specific steps to implement the Merger are expected to be as follows:

(a) as soon as reasonably practicable, prior to the Effective Date, the Terminating Fund will liquidate a portion of its portfolio into cash;

(b) prior to the Merger, each of the Terminating Fund and the Continuing Fund will distribute any net income and net realized capital gains for its current taxation year to the extent necessary to eliminate its liability for non-refundable income tax;

(c) the exchange ratio at which the Merger will be effected (the Exchange Ratio) will be calculated by dividing the NAV of the units of the Terminating Fund by the NAV of the units of the Continuing Fund, each as determined at the close of business on the business day prior to the Effective Date;

(d) prior to the effective time of the Merger, the Terminating Fund will transfer all of its assets to the Continuing Fund in consideration for an amount (the Purchase Price) at the effective time of the Merger on the Effective Date;

(e) the Continuing Fund will satisfy the Purchase Price by assuming the Terminating Fund's liabilities and by issuing to the Terminating Fund that number of units of the Continuing Fund equal to the number of units of the Terminating Fund then outstanding multiplied by the Exchange Ratio. Such issued units of the Continuing Fund will be listed on the TSX at all times while they are held by the Terminating Fund;

(f) immediately thereafter, all of the units of the Terminating Fund that are listed on the TSX will be redeemed and the redemption price for such units will be paid by delivering the applicable number of units of the Continuing Fund to unitholders of the Terminating Fund based on the number of units of the Terminating Fund then held, with each unitholder of the Terminating Fund receiving that number of units of the Continuing Fund (rounded down to the nearest whole unit) as is equal to the Exchange Ratio multiplied by the number of units of the Terminating Fund held by such unitholder prior to the completion of the Merger;

(g) the Terminating Fund and the Continuing Fund will file a joint tax election in respect of the transfer to the Continuing Fund of all of the assets of the Terminating Fund;

(h) the Terminating Fund's units will be de-listed from the TSX; and

(i) the Terminating Fund will be terminated within 30 days following the Merger.

Benefits of the Merger

27. In the opinion of the Filer, the Merger will be beneficial to unitholders of the Funds for the following reasons:

(a) the Continuing Fund will maintain its stock exchange listing and will therefore offer intra-day market liquidity for its units, but with the added benefit of posted two-way markets by designated brokers. Accordingly, units can be expected to trade at a market price approximately equal to their NAV;

(b) both the Terminating Fund and the Continuing Fund seek to provide investors with up-market participation along with significant downside protection. While the index tracked by the Fund targets the consumer defensive sector, the index tracked by the Continuing Fund targets the least volatile companies in the United States and removes the dependence on a single sector. Accordingly, the Merger will provide unitholders of the Terminating Fund with the benefit of diversification;

(c) unlike the Terminating Fund, the Continuing Fund does not pay a service fee. Accordingly, the annual management fee payable by the Continuing Fund is lower at 0.60% of the NAV of the Continuing Fund, compared to 1.00% payable by the Terminating Fund;

(d) the Terminating Fund is currently responsible for all ordinary expenses incurred in connection with its operation and administration, whereas in connection with the Continuing Fund's operation and administration, the Filer is responsible for substantial ordinary expenses incurred; and

(e) the Continuing Fund is a substantially larger fund and, due to the continuous offering of the Continuing Fund's units, its asset base is expected to increase, thereby increasing economies of scale and the ability to reduce its management expense ratio and trading expense ratio.

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 Merger Approval is granted, provided that the Filer obtains the prior approval of the unitholders of the Terminating Fund for the Merger at the Adjourned Meeting, or any further adjournments thereof.

"Darren McKall"
Manager, Investment Funds and Structured Products Branch
Ontario Securities Commission

 

Canoe Financial LP

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Approval of mutual fund reorganization, exemptions from disclosure requirements -- Relief from National Instrument 81-101 Mutual Fund Prospectus Disclosure, National Instrument 81-102 Investment Funds and National Instrument 81-106 Investment Fund Continuous Disclosure

Applicable Legislative Provisions

National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 2.1, 2.2, 2.2.1, 2.2.2, 2.2.3, 2.3, 2.3.1, 4.1, 4.2.

Form 81-101F1.

Form 81-101F2.

Form 81-101F3.

National Instrument 81-102 Investment Funds, ss. 1.3(1), 2.5(2), 5.5(1), 9.3(1), 10.3(1) and Part 15.

National Instrument 81-106 Investment Fund Continuous Disclosure, Parts 2, 3, 4, 5, 6, 10, 12, 15 and 16.

Citation: Re Canoe Financial LP, 2018 ABASC 115

July 19, 2018

IN THE MATTER OF THE SECURITIES LEGISLATION OF ALBERTA AND ONTARIO (the Jurisdictions) AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS AND IN THE MATTER OF CANOE FINANCIAL LP (the Filer)

DECISION

Background

The principal regulatory authority or regulator in each of the Jurisdictions (each a Decision Maker) has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) for:

1. approval pursuant to paragraph 5.5(1)(b) National Instrument 81-102 Investment Funds (NI 81-102) to permit the Filer to offer the New Proposed Structure (as defined below) to investors;

2. relief for: (i) the classes of shares of the Canoe 'GO CANADA!' Fund Corp. (the Existing Corporate Fund), that are currently offered by means of a simplified prospectus, an annual information form and fund facts dated June 19, 2017, as amended on June 22, 2017, as applicable, (each, an Existing Fund); (ii) all new classes of shares of the Existing Corporate Fund that may be offered in the future (each, a New Fund and together with the Existing Funds, the Funds and individually, a Fund); (iii) units of the Canoe Trust Fund (the New Trust); and (iv) limited partnership interests of the Canoe Portfolio Class Limited Partnership (the New LP), from the following provisions of the Legislation:

(a) subsection 1.3(1) of NI 81-102 which requires that each section, part, class or series of a class of securities of an investment fund that is referable to a separate portfolio of assets be considered as a separate investment fund for purposes of NI 81-102;

(b) subsections 9.3(1) and 10.3(1) of NI 81-102 which require that securities of a mutual fund be issued at the net asset value per security of that class, or series of a class;

(c) paragraphs 2.5(2)(a) and (c) of NI 81-102 which require that the New LP be subject to National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101) and be a reporting issuer;

(d) sections 2.1, 2.2, 2.2.1, 2.2.2, 2.2.3, 2.3, 2.3.1, 4.1 and 4.2 of NI 81-101, Form 81-101F1, Form 81-101F2 and Form 81-101F3 and the applicable provisions in the legislation in Ontario as referred to in NI 81-101 to permit the Funds and the New Trust to offer investors only one set of offering documents, including a single simplified prospectus (SP), a single annual information form (AIF) and a single fund fact for each series of each class of each Fund and the New Trust (each, a Fund Fact);

(e) parts 2, 3, 5, 15 and 16 of National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106) to permit the applicable Fund and the New Trust to be reported and offered to investors as a single security pursuant to a single FundServ code such that investors receive: (i) a single management expense ratio; (ii) combined financial results and ratios; and (iii) consolidated audited annual financial statements and consolidated unaudited interim financial statements;

(f) parts 4 and 5 of NI 81-106 to permit the Funds and the New Trust to prepare for investors a joint annual management report of fund performance and a joint semi-annual management report of fund performance (each, a MRFP);

(g) parts 6, 10 and 12 of NI 81-106 which require the New Trust to prepare and disseminate quarterly portfolio information, proxy voting results and proxy solicitation and information circulars;

(h) subsection 5.1(1) of NI 81-102, in respect of unit holders of the New Trust, which requires prior approval for certain actions of the security holders of an investment fund;

(i) part 15 of NI 81-102 which requires the New Trust to provide performance results and sales communications and which require the Existing Corporate Fund to report and to continue to report, its performance results as reflecting the performance results of both the Existing Corporate Fund and the New Trust; and

3. variation of the following prior decisions (the Prior Decisions) granted to either or both of the Filer and the Existing Funds to allow such relief to continue to be applicable to the Filer, the Funds, the New Trust and the New LP, after the New Proposed Structure is implemented:

(a) a decision to allow a Fund to invest through the New LP more than 10% of its net assets in an underlying fund that invests in another fund as set out in Re Canoe Financial LP, 2015 ABASC 786;

(b) a decision to allow the use of derivatives for hedging and non-hedging purposes and to the extent cash cover is required, to cover specified derivative positions with other alternatives all as set out in Canoe Financial LP, Re, 2011 ABASC 94;

(c) a decision to allow purchases of securities of exchange traded funds that seek to replicate the performance of gold and silver, or to use specified derivatives where the underlying interest is gold or silver as set out in Canoe Financial LP, Re, 2011 ABASC 96; and

(d) a decision to allow the use derivatives with respect to the implementation of a Fund's or an underlying fund's investment strategies, including derivatives where the underlying interest is sweet crude oil or natural gas; as set out in Canoe Financial LP, Re, 2011 ABASC 97

(collectively, the Exemption Sought).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application):

(a) the Alberta Securities Commission is the principal regulator for this application;

(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 each jurisdiction of Canada, other than Ontario; and

(c) the decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation

Terms defined in National Instrument 14-101 Definitions or MI 11-102 have the same meaning if used in this decision, unless otherwise defined.

Representations

This decision is based on the following facts represented by the Filer:

Existing Structure

1. The Filer is a limited partnership established under the laws of Alberta. The Filer is registered as a portfolio manager, investment fund manager and exempt market dealer in Alberta and certain other jurisdictions of Canada.

2. The Existing Corporate Fund is a corporation incorporated under the Business Corporations Act (Alberta).

3. The Filer is the manager and trustee of each Existing Fund and is also the portfolio manager of certain of the Existing Funds.

4. The Filer will be the manager and trustee of each New Fund and will also be the portfolio manager of certain of the New Funds.

5. Each Existing Fund is a class of shares of the Existing Corporate Fund that is offered to investors in each jurisdiction of Canada pursuant to a simplified prospectus, an annual information form and a fund fact for each series of shares of that class of that Existing Fund.

6. Each New Fund will be a class of shares of the Existing Corporate Fund and will be offered to investors in each jurisdiction of Canada pursuant to the SP, the AIF and a Fund Fact for each series of shares of that class of that New Fund.

7. Certain of the Existing Funds invest in another public mutual fund trust of the Filer offered in accordance with NI 81-101 as part of the same simplified prospectus and annual information form as the Existing Funds (each an Existing Underlying Fund).

8. Certain of the New Funds may also invest in another public mutual fund trust of the Filer offered in accordance with NI 81-101 as part of the same SP and AIF as the Funds (each a New Underlying Fund and together collectively with the Existing Underlying Funds, the Underlying Funds and together individually, an Underlying Fund).

9. The assets under management of the Existing Funds currently amounts to approximately $2.3 billion.

10. None of the Filer, any of the Funds nor any of the Existing Underlying Funds is in default of securities legislation in any jurisdiction of Canada.

New Proposed Structure

11. The Filer will establish the New Trust and the New LP. The Filer will be the manager and portfolio manager of the New Trust and the New LP and the trustee of the New Trust. A separate related entity will be the general partner of the New LP.

12. Interests of the New LP will only be sold to the Funds and the New Trust.

13. Each of the Funds and the New Trust will be a reporting issuer in each jurisdiction of Canada. The New LP will not be a reporting issuer in any jurisdiction of Canada.

14. The securities of each Existing Fund will be transferred in a tax efficient manner, permissible under the Income Tax Act (Canada) (the Tax Act), that will result in that Existing Fund and the New Trust holding parallel investments in interests of the New LP, which will in turn to the extent applicable, hold units of the appropriate Existing Underlying Fund on behalf of that Existing Fund and the New Trust (the New Proposed Structure).

15. The security holders in the Existing Funds will be notified about the New Proposed Structure before it is implemented which will describe the New Proposed Structure, the benefits that it is expected to achieve for such security holders and a description of their rights after the New Proposed Structure is implemented.

16. Before the New Proposed Structure is implemented, a security holder in a Fund will have the ability to redeem its investment in accordance with the redemption provisions included in the current simplified prospectus and annual information form of the Fund.

17. All costs of implementing the New Proposed Structure will be paid for by the Filer.

18. The Filer will cap its administration fees with respect to the New Trust and the New LP in the same manner as it currently does with respect to the Existing Funds.

19. There will be no duplication of management fees in the New Proposed Structure and no sales charges or redemption fees will apply with respect to the purchase and/or redemption of interests of the New LP.

20. Security holders in the Funds and the New Trust will not experience any new expenses as a result of the Filer implementing the New Proposed Structure.

21. Security holders in the Funds and the New Trust will have the same voting rights as they would have in any other mutual fund, which will be combined together as set out above.

22. The New Proposed Structure will be achieved in the following manner:

(a) the declaration of trust of the New Trust will provide that each investor who acquires a unit of the New Trust will have their own net asset value per unit of the New Trust;

(b) each Fund will continue to calculate its net asset value per security in accordance with the Existing Corporate Fund's constating documents;

(c) the net asset value of the Existing Corporate Fund and the New Trust will be calculated on the same basis;

(d) each Existing Fund will transfer certain of its investments to the New Trust in a qualifying exchange under the Tax Act for units of the New Trust;

(e) each Existing Fund will then redeem certain of its shares and distribute units of the New Trust to its shareholders in satisfaction of the redemption amount;

(f) each Existing Fund and the New Trust will then transfer certain of its investments to the New LP in exchange for interests of the New LP, including any interest in any Existing Underlying Funds, which will be done in a tax efficient manner as permissible under the Tax Act; and

(g) all of the foregoing steps will be carried out in a manner that will not have any adverse tax effects on any Existing Fund or any security holder of an Existing Fund.

23. Investors that purchased shares of an Existing Fund prior to the date the New Proposed Structure is implemented will receive a unit of the New Trust once the New Proposed Structure is implemented. Investors that purchase a share of a Fund after the New Proposed Structure is implemented will also purchase a unit of the New Trust at the same time if they do not already own a unit of the New Trust (each share of a Fund and the unit of the New Trust, a Joint Investment).

24. The applicable Fund and the New Trust will then invest in parallel in interests of the New LP, which in turn will invest to the extent applicable, in units of the appropriate Underlying Fund, which if the Fund is an Existing Fund, is the Existing Underlying Fund that the Existing Fund had previously invested in directly.

25. After the date of this decision and once the New Proposed Structure is implemented, each holder of a Joint Investment will have the ability to redeem that holder's investment in the Joint Investment in accordance with the redemption provisions in the SP and AIF of the Joint Investment, based on the net asset value of each element of the Joint Investment being redeemed, as applicable, which will be reported on a combined basis.

26. Each Fund and the New Trust will derive its value from the investments held by the New LP as that Fund and the New Trust will invest in parallel in interests of the New LP as noted above.

27. Each Fund, the New Trust and the New LP will be a mutual fund as such term is defined in the Legislation.

28. Except as exempted by this decision or other exemptive relief, each Fund and the New Trust will fully comply with the requirements of NI 81-102.

29. Each Fund, the New Trust and each Underlying Fund will have an independent review committee, which is expected to be comprised of the same individuals.

30. Each holder of a Joint Investment will receive:

(a) one Fund Fact for the Joint Investment, which will reflect the results of the Fund and the New Trust on a combined basis;

(b) a single annual and semi-annual MRFP for the Joint Investment, which will reflect the combined results of the Fund and the New Trust;

(c) one set of annual audited and semi-annual unaudited financial statements for the Joint Investment, which will also reflect the results of the Fund and the New Trust on a consolidated basis, including a consolidated audit report, the consolidated net asset value of the Fund and the New Trust and the consolidated net asset value of the securities of the Fund and the New Trust;

(d) combined quarterly portfolio information, combined proxy voting results, combined performance reports, combined performance results and combined sales communications for the Fund and the New Trust; and

(e) combined confirmations and account statements reflecting their investment in the Fund and the New Trust as a joint investment, although the investor can at any time request their net asset value per security in the Fund and the New Trust

(collectively, the Disclosure Documents).

31. An investor holding a Joint Investment will not receive separate quarterly portfolio information, proxy voting results, performance reports, performance results, sales communications, proxy solicitation and information circulars, confirmations or account statements for the New Trust.

32. The reorganization of the Existing Funds into the New Proposed Structure as well as its tax operating model comply with the Tax Act.

33. The Filer and the Funds want to be able to continue relying on the Prior Decisions and will continue to fully comply with the terms and conditions set out in the Prior Decisions once the New Proposed Structure is implemented. The New Proposed Structure does not affect the underlying rationale for granting the Prior Decisions and the request for a variation of the Prior Decisions is intended solely to ensure that the Filer and the Funds can continue to rely on the Prior Decisions after the New Proposed Structure is implemented.

Decision

Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Makers to make the decision.

The decision of the Decision Makers under the Legislation is that the Exemption Sought is granted, provided that:

(a) the relevant Disclosure Documents are provided to each investor at the time that investor acquires the Joint Investment; and

(b) the Funds and the New Trust comply with their respective continuous disclosure obligations by preparing the relevant Disclosure Documents as required by securities legislation.

"Tom Graham"
Director, Corporate Finance

 

Royal Warranty Company Ltd.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Application for relief from prospectus requirement in section 53 of the Act regarding distributions of securities of the issuer to holding companies that are owned by the shareholders (who are also key employees) of licenced automotive dealers operating in the applicable jurisdictions -- Filer distributes securities in order to allow for payment of commissions for dealers to sell warranty programs offered by the filer -- Relief granted subject to conditions, including that subsequent trades restricted to specified transferees.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 53, 74(1).

National Instrument 45-106 Prospectus Exemptions.

July 27, 2018

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 ROYAL WARRANTY COMPANY LTD. (the Filer)

DECISION

Background

The principal regulator in the Jurisdiction has received an 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 prospectus requirement (the Exemption Sought) in connection with the issuance from time to time of shares of the Filer to BHCs (as defined below) of Dealer Principals (as defined below).

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 subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in each of British Columbia, Alberta, Saskatchewan, Manitoba, Québec, New Brunswick, Prince Edward Island, Nova Scotia, Newfoundland and Labrador, the Yukon Territory, the Northwest Territories and Nunavut.

Interpretation

Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.

Representations

This decision is based on the following facts represented by the Filer:

1. The Filer is a licensed warranty company incorporated on December 18, 2013 and existing under the laws of Barbados. It is in the business of issuing warranty coverage for selected finance, insurance and bill of sale products sold in relation to the sale or lease of automobiles by commercially licensed automotive dealers operating in the provinces and territories of Canada (Dealers).

2. The Filer is not, and has no intention to become, a reporting issuer in any province or territory of Canada and is not an "investment fund" as defined in the Legislation. Except as noted in paragraphs 11 to 14 below, the Filer is not in default of the securities legislation of any province or territory of Canada.

3. The authorized capital of the Filer consists of 100,000 shares which are divided into 1,000 classes of redeemable stock with each class having 100 shares. The classes of stock are divided as follows: (i) class 1 redeemable shares consisting of 100 shares and (ii) Class 2 to Class 1,000 Redeemable Shares (the RWC Shares) consisting of 100 shares for each class, all 100 of which shall be issued together. The terms of each class of RWC Shares are identical.

4. The Filer indirectly offers the RWC Shares to the shareholders (who are also key employees) (collectively, the Dealer Principals) of Dealers that have agreed to sell warranty programs offered by the Filer, with each Dealer Principal indirectly holding a minimum of 100 RWC Shares of a separate class, pursuant to the terms of a participation agreement and a subscription agreement.

5. Pursuant to the participation agreement, the RWC Shares may only be issued to Barbados holding companies which are wholly owned by Dealer Principals, either alone or together with immediate family members (BHCs).

6. It is a mandatory requirement for Dealer Principals of Dealers that sell warranty programs of the Filer to subscribe for the RWC Shares, through BHCs, as a Dealer Principal needs to hold a class of RWC Shares in order to receive the profits generated by his or her Dealer from its warranty sales via dividends from its shareholder account, as further described below.

7. Dividends on the RWC Shares are declared and payable only from the shareholder account attributable to the specific class of shares held by the Dealer Principal's BHC and not out of any capital or surplus or shareholder account attributable to any other class of shares. Dividends on the RWC Shares are payable when and as declared by the board of directors of the Filer.

8. The shareholder account from which dividends are paid for each class of RWC Shares includes (i) the paid-in capital attributable to the RWC Shares, minus any redemption rights of the holders of Class 1 Redeemable Shares, (ii) the Dealer's profits or losses from its warranty business; (iii) the Dealer's investment income or loss, less (iv) the dividends paid or share redemptions in respect of the RWC Shares.

9. The participation cost for each class of RWC Shares is equal to $7,500, consisting of $5,000 for the subscription of a class of RWC Shares and $2,500 for legal and administrative fees, which include fees associated with establishing and maintaining a BHC for the Dealer Principal.

10. As of the date hereof, the Filer has 68 shareholders, all of which are indirectly wholly owned by residents in the Province of Ontario, holding an aggregate of 6,800 RWC Shares.

11. The Filer previously relied on the private issuer exemption from the prospectus requirement of the Legislation as the RWC Shares were beneficially owned by not more than 50 persons, all of whom were "accredited investors", and subject to transfer restrictions pursuant to the constating documents of the Filer. However, the Filer reached 50 shareholders as of February 17, 2016 and, accordingly, can no longer rely on the private issuer exemption. Since February 17, 2016, the Filer believes that all purchasers of the RWC Shares have been accredited investors.

12. The Filer acknowledges that, although it believes that all purchasers of RWC Shares since February 17, 2016 have been accredited investors, it did not take the steps necessary to confirm such fact nor did it make the required filings under National Instrument 45-106 Prospectus Exemptions, and that to the extent the distributions of securities were made to such purchasers without an available exemption, such distributions were made in contravention of the prospectus requirement of the Legislation.

13. In May 2017, the management company of the Filer (the Management Company) changed the key relationship manager and servicing employee who is responsible for day-to-day operations and financial reporting, among other things, and oversees the management of the Filer and the Dealers (the Manager). Under the new Manager, the compliance and legal department of the Management Company has taken appropriate steps to put in place policies and procedures that establish a system of controls and supervision sufficient to provide reasonable assurance that it will comply with applicable law. In late 2017, the compliance and legal department of the Management Company identified that the issuance of the RWC Shares might not be in conformity with applicable securities laws and forthwith retained new external counsel to bring an application in order to seek the Exemption Sought.

14. The Filer acknowledges that the Exemption Sought does not apply retroactively to the non-compliance noted in paragraph 12.

15. The Filer has considered whether, under National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103) and the Legislation, it could be considered to be engaged in or holding itself out as engaging in the business of trading in securities and therefore required to register as a dealer, rely on another exemption from the dealer registration requirement or seek exemptive relief from the dealer registration requirement. In light of the particular facts and circumstances of the Filer, including the fact that it has no offices or employees, does not receive any fees or other income from engaging in trades or acts in furtherance of distributions, and its activities do not have the attributes typical of a person or company carrying on the business of a dealer, and having considered the guidance in section 1.3 of the Companion Policy to NI 31-103, the Filer has concluded that it should not be considered to be engaged in registrable activities and therefore does not require relief from the registration requirement of the Legislation.

16. The RWC Shares have not been, and will not be, sold to any person other than BHCs of Dealer Principals. Each Dealer Principal beneficially owns his or her RWC Shares through a Canadian holding company, which in turn holds all the shares of the Dealer Principal's BHC. Pursuant to the articles of incorporation of the Filer, the RWC Shares may not be registered in the name of any person other than the principal or majority owner of a Dealer or a holding company whose principal or majority owner owns a Dealer.

17. There is no market for the RWC Shares and the constating documents of the Filer provide for restrictions on their transfer. Pursuant to the articles of incorporation of the Filer, no shares of the Filer, including the RWC Shares, may be transferred without the approval of the board of directors of the Filer or a committee of the board, and the board or committee may in their absolute discretion and without assigning reasons therefor, decline to register any transfer of any share.

18. The Management Company has established, and maintains and applies, policies and procedures that establish a system of controls and supervision sufficient to provide reasonable assurance that the Filer and each individual acting on its behalf complies with the Legislation, including compliance with the terms and conditions of any statutory or discretionary exemption under the Legislation.

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) prior to the issuance of RWC Shares to a Dealer Principal's BHC, the Filer shall deliver to such Dealer Principal a copy of:

(1) the articles and by-laws of the Filer, and all amendments thereto;

(2) the most recent annual audited financial statements of the Filer;

(3) this decision;

(4) a statement to the effect that, as a consequence of this decision, certain protections, rights and remedies provided by the Legislation, including statutory rights of rescission or damages, will not be available to the Dealer Principal and that certain restrictions are imposed on the subsequent disposition of the RWC Shares; and

(5) an information document pertaining to the Filer and describing, among other things, the method by which revenues, expenses and losses will be calculated for purposes of the dividends payable to each shareholder's capital accounts;

(b) all certificates representing RWC Shares shall bear a legend describing the restrictions on the transfer of the RWC Shares;

(c) the exemptions contained in this decision shall cease to be effective if any of the provisions of the articles or by-laws of the Filer relevant to the exemptions granted herein are amended in any material respect without written notice to, and consent of, the principal regulator;

(d) the Filer prepares and sends to each of its shareholders, on an annual basis, audited financial statements and such notices and information as are required under Barbados law in respect of the annual meetings of shareholders;

(e) the Filer conducts annual meetings in accordance with applicable Barbados corporate law;

(f) the Filer prepares and sends to each of its shareholders a statement of account, on at least an annual basis, that includes dividends paid to the shareholder, which is mailed to the shareholder and available to the shareholder through an online portal;

(g) the first trade of any RWC Share by a Dealer's BHC to a person or company other than the Filer or another Dealer's BHC shall be deemed a distribution; and

(h) this decision shall cease to be effective after the date that is five years after the date of this decision, unless the Filer applies for and is granted exemptive relief that is substantially the same as the Exemption Sought with respect to the then issuance of RWC Shares.

"Philip Anisman"
"Deborah Leckman"
Commissioner
Commissioner
Ontario Securities Commission
Ontario Securities Commission

 

American Express Canada Credit Corporation

Headnote

National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- The issuer ceases to be a reporting issuer under securities legislation.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).

August 1, 2018

IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (the Jurisdiction) AND IN THE MATTER OF THE PROCESS FOR CEASE TO BE A REPORTING ISSUER APPLICATIONS AND IN THE MATTER OF AMERICAN EXPRESS CANADA CREDIT CORPORATION (the Filer)

ORDER

Background

The principal regulator in the Jurisdiction has received an application from the Filer for an order under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).

Under the Process for Cease to be a Reporting Issuer Applications (for a passport application):

(a) the Ontario Securities Commission is the principal regulator for this application, and

(b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador.

Interpretation

Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.

Representations

This order is based on the following facts represented by the Filer:

1. the Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets;

2. the outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide;

3. no securities of the Filer, including debt securities, are traded in Canada or another country on a "marketplace" as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported;

4. the Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer; and

5. the Filer is not in default of securities legislation in any jurisdiction.

Order

The Principal Regulator is satisfied that the order meets the test set out in the Legislation for the Principal Regulator to make the order.

The decision of the Principal Regulator under the Legislation that the Order Sought is granted.

"Winnie Sanjoto"
Manager, Corporate Finance
Ontario Securities Commission

 

Nuveen Asset Management, LLC -- s. 80 of the CFA

Headnote

Section 80 of the Commodity Futures Act (Ontario) -- Foreign adviser exempted from the adviser registration requirement in paragraph 22(1)(b) of the CFA where such adviser acts as an adviser in respect of commodity futures contracts or commodity futures options (Contracts) for certain investors in Ontario who meet the definition of "permitted client" in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations -- Contracts are primarily traded on commodity futures exchanges outside of Canada and primarily cleared outside of Canada.

Terms and conditions of exemption correspond to the relevant terms and conditions of the comparable exemption from the adviser registration requirement available to international advisers in respect of securities set out in section 8.26 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations -- Exemption also subject to a "sunset clause" condition.

Applicable Legislative Provisions

Commodity Futures Act, R.S.O. 1990, c. C.20. as am., ss. 1(1), 22(1)(b), 80.

Securities Act, R.S.O. 1990, c. S.5, as am., s. 25(3).

National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 1.1, 8.26.

Ontario Securities Commission Rule 13-502 Fees.

Applicable Order

In the Matter of Nuveen Asset Management LLC, dated June 7, 2013, (2013) 36 OSCB 5968.

IN THE MATTER OF THE COMMODITY FUTURES ACT, R.S.O. 1990, CHAPTER C.20, AS AMENDED (the CFA) AND IN THE MATTER OF NUVEEN ASSET MANAGEMENT, LLC

ORDER (Section 80 of the CFA)

UPON the application (the Application) of Nuveen Asset Management, LLC (the Applicant) to the Ontario Securities Commission (the Commission) for an order, pursuant to section 80 of the CFA (the Order), that the Applicant, and any individuals engaging in, or holding themselves out as engaging in, the business of advising others as to trading in Contracts (as defined below) on the Applicant's behalf (the Representatives), be exempt, for a specified period of time, from the adviser registration requirement in paragraph 22(1)(b) of the CFA, subject to certain terms and conditions;

AND UPON considering the Application and the recommendation of staff of the Commission;

AND WHEREAS for the purposes of this Order:

"CFA Adviser Registration Requirement" means the provisions of section 22 of the CFA that prohibit a person or company from acting as an adviser with respect to trading in Contracts unless the person or company is registered in the appropriate category of registration under the CFA;

"CFTC" means the Commodity Futures Trading Commission of the United States;

"Contract" has the meaning ascribed to that term in subsection 1(1) of the CFA;

"Foreign Contract" means a Contract that is primarily traded on one or more organized exchanges that are located outside of Canada and primarily cleared through one or more clearing corporations that are located outside of Canada;

"International Adviser Exemption" means the exemption set out in section 8.26 of NI 31-103 from the OSA Adviser Registration Requirement;

"NFA" means the National Futures Association of the United States;

"NI 31-103" means National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, as amended from time to time;

"OSA" means the Securities Act, R.S.O. 1990, c. S.5, as amended from time to time;

"OSA Adviser Registration Requirement" means the provisions of section 25 of the OSA that prohibit a person or company from acting as an adviser with respect to investing in, buying or selling securities unless the person or company is registered in the appropriate category of registration under the OSA;

"Permitted Client" means a client in Ontario that is a "permitted client", as that term is defined in section 1.1 of NI 31-103, except that for purposes of this Order such definition shall exclude a person or company registered under the securities or commodities futures legislation of a jurisdiction of Canada as an adviser or dealer;

"Previous Order" means the exemption from the CFA Adviser Registration Requirement in respect of providing advice to Permitted Clients as to the trading of Foreign Contracts (subject to certain terms and conditions), granted by the Commission to the Applicant on June 7, 2013, and as expired on June 7, 2018;

"SEC" means the Securities and Exchange Commission of the United States;

"specified affiliate" has the meaning ascribed to that term in Form 33-109F6 to National Instrument 33-109 Registration Information;

"U.S., U.S.A. or United States" means the United States of America; and

"U.S. Advisers Act" means the Investment Advisers Act of 1940 of the United States, as amended from time to time.

AND UPON the Applicant having represented to the Commission that:

1. The Applicant is a limited liability company organized under the laws of the State of Delaware, United States. The Applicant succeeds a business established in 1989 and became a separate entity in 2011 as a result of being spun out from one of its continuing affiliates. The Applicant's principal place of business is located in Chicago, Illinois.

2. The Applicant is an indirect, wholly-owned, subsidiary of Teachers Insurance and Annuity Association of America, the principal office of which is in New York, New York.

3. In the United States, the Applicant is currently:

a. registered with the SEC as an investment adviser under the U.S. Advisers Act;

b. registered with the CFTC as a commodity trading adviser under the Commodity Exchange Act; and

c. a member of the NFA.

4. The Applicant engages in the business of an adviser with respect to securities and with respect to Contracts in Illinois, U.S.A. and its other offices in the U.S.A. As of December 31, 2017, the Applicant managed approximately U.S.$176 billion in assets.

5. The Applicant provides its advisory services in a broad array of fixed income, equity and other investment strategies, including in the broad categories of municipal bonds, taxable fixed income, global and international, value, growth and core, real assets, asset allocation, quantitative/enhanced, index, and non-traditional strategies. Depending on the particular strategy, the Applicant may invest in a variety of securities and other investments, including in certain cases derivatives, and employ various methods of analysis and investment techniques. In the U.S.A., the Applicant instructs trades for both fixed income and equity futures for a variety of strategies. Among other instruments, the Applicant has substantial experience instructing trades of U.S. Treasury futures, foreign exchange futures, and S&P EMini futures, all on the CME (Chicago Mercantile Exchange).

6. The Applicant is registered in a category of registration, or operates under an exemption from registration, under the applicable securities legislation or commodity futures legislation of the United States that permits it to carry on the activities in the United States that registration as an adviser under the CFA in the category of commodity trading manager would permit it to carry on in Ontario.

7. The Applicant advises Ontario clients that are Permitted Clients with respect to foreign securities in reliance on the International Adviser Exemption and therefore is not registered under the OSA.

8. The Applicant is not registered in any capacity under the CFA.

9. In reliance on, and in accordance with the terms and conditions of, the Previous Order, the Applicant provided discretionary advisory services to Permitted Clients in respect of Foreign Contracts in connection principally with respect to foreign currency and interest rate futures, options and forwards.

10. As it has done before pursuant to the Previous Order, the Applicant proposes to provide advisory services in respect of Foreign Contracts to Permitted Clients (Advisory Services).

11. The Applicant is not in default of securities legislation, commodity futures legislation, or derivatives legislation of any jurisdiction in Canada. Upon the expiry of the Previous Order, the Applicant ceased acting as an adviser to Permitted Clients in respect of Foreign Contracts and, as a result, has not contravened the CFA Adviser Registration Requirement to date. The Applicant is in compliance in all material respects with the securities laws, commodity futures laws and derivatives laws of the United States.

12. If the advisory services were being provided by the Applicant with respect to securities (as defined in subsection 1(1) of the OSA), the Applicant would be able to rely on the International Adviser Exemption to provide such services to Permitted Clients on a basis that would be exempt from the OSA Adviser Registration Requirement.

13. There is currently no exemption from the CFA Adviser Registration Requirement that is equivalent to the International Adviser Exemption. Consequently, in the absence of the Order, the Applicant would be required to satisfy the CFA Adviser Registration Requirement to provide the Advisory Services by applying for and obtaining registration in Ontario as an adviser under the CFA in the category of commodity trading manager.

14. To the best of the Applicant's knowledge, the Applicant confirms that there are currently no regulatory actions of the type contemplated by the Notice of Regulatory Action attached as Appendix "B", other than those previously filed with the Commission.

AND UPON being satisfied that it would not be prejudicial to the public interest for the Commission to make this Order.

IT IS ORDERED, pursuant to section 80 of the CFA, that the Applicant and the Representatives are exempt from the adviser registration requirement in paragraph 22(1)(b) of the CFA in respect of providing advice to Permitted Clients as to the trading of Foreign Contracts, provided that:

(a) the Applicant provides advice to Permitted Clients only as to trading in Foreign Contracts and does not advise any Permitted Client as to trading in Contracts that are not Foreign Contracts, unless providing such advice is incidental to its providing advice on Foreign Contracts;

(b) the Applicant's head office or principal place of business remains in the United States;

(c) the Applicant is registered in a category of registration, or operates under an exemption from registration, under the applicable securities legislation or commodity futures legislation of the United States that permits it to carry on the activities in the United States that registration as an adviser under the CFA in the category of commodity trading manager would permit it to carry on in Ontario;

(d) the Applicant continues to engage in the business of an adviser, as defined in the CFA, in the United States;

(e) as at the end of the Applicant's most recently completed financial year, not more than 10% of the aggregate consolidated gross revenue of the Applicant, its affiliates and its affiliated partnerships (excluding the gross revenue of an affiliate or affiliated partnership of the Applicant if the affiliate or affiliated partnership is registered under securities legislation, commodity futures legislation, or derivatives legislation of a jurisdiction of Canada) was derived from the portfolio management activities of the Applicant, its affiliates and its affiliated partnerships in Canada (which, for greater certainty, includes both securities-related and commodity futures-related activities);

(f) before advising a Permitted Client with respect to Foreign Contracts, the Applicant notifies the Permitted Client of all of the following:

(i) the Applicant is not registered in Ontario to provide the advice described under paragraph (a) of this Order;

(ii) the foreign jurisdiction in which the Applicant's head office or principal place of business is located;

(iii) all or substantially all of the Applicant's assets may be situated outside of Canada;

(iv) there may be difficulty enforcing legal rights against the Applicant because of the above; and

(v) the name and address of the Applicant's agent for service of process in Ontario;

(g) the Applicant has submitted to the Commission a completed Submission to Jurisdiction and Appointment of Agent for Service in the form attached as Appendix "A";

(h) the Applicant notifies the Commission of any regulatory action initiated after the date of this Order with respect to the Applicant or, to the best of the Applicant's knowledge and after reasonable inquiry, any predecessors or the specified affiliates of the Applicant by filing Appendix "B" within 10 days of the commencement of each such action; and

(i) if the Applicant is not subject to the requirement to pay a participation fee in Ontario because it is not registered under the OSA and does not rely on the International Adviser Exemption, by December 31st of each year, the Applicant pays a participation fee based on its specified Ontario revenues for its previous financial year in compliance with the requirements of Part 3 and section 6.4 of Ontario Securities Commission Rule 13-502 Fees as if the Applicant relied on the International Adviser Exemption; and

IT IS FURTHER ORDERED that this Order will terminate on the earliest of:

(a) the expiry of any transition period as may be provided by law, after the effective date of the repeal of the CFA;

(b) six months, or such other transition period as may be provided by law, after the coming into force of any amendment to Ontario commodity futures law (as defined in the CFA) or Ontario securities law (as defined in the OSA) that affects the ability of the Applicant to act as an adviser to a Permitted Client; and

(c) five years after the date of this Order.

DATED at Toronto, Ontario this 1st day of August, 2018.

"Lawrence Haber"
Commissioner
Ontario Securities Commission
 
"Peter Currie"
Commissioner
Ontario Securities Commission

 

APPENDIX "A"

SUBMISSION TO JURISDICTION AND APPOINTMENT OF AGENT FOR SERVICE

INTERNATIONAL DEALER OR INTERNATIONAL ADVISER EXEMPTED FROM REGISTRATION UNDER THE COMMODITY FUTURES ACT, ONTARIO

1. Name of person or company ("International Firm"):

2. If the International Firm was previously assigned an NRD number as a registered firm or an unregistered exempt international firm, provide the NRD number of the firm:

3. Jurisdiction of incorporation of the International Firm:

4. Head office address of the International Firm:

5. The name, e-mail address, phone number and fax number of the International Firm's individual(s) responsible for the supervisory procedure of the International Firm, its chief compliance officer, or equivalent.

Name:
E-mail address:
Phone:
Fax:

6. The International Firm is relying on an exemption order under section 38 or section 80 of the Commodity Futures Act (Ontario) that is similar to the following exemption in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (the "Relief Order"):

[ ] Section 8.18 [international dealer]

[ ] Section 8.26 [international adviser]

[ ] Other [specify]:

7. Name of agent for service of process (the "Agent for Service"):

8. Address for service of process on the Agent for Service:

9. The International Firm designates and appoints the Agent for Service at the address stated above as its agent upon whom may be served a notice, pleading, subpoena, summons or other process in any action, investigation or administrative, criminal, quasi-criminal or other proceeding (a "Proceeding") arising out of or relating to or concerning the International Firm's activities in the local jurisdiction and irrevocably waives any right to raise as a defence in any such proceeding any alleged lack of jurisdiction to bring such Proceeding.

10. The International Firm irrevocably and unconditionally submits to the non-exclusive jurisdiction of the judicial, quasi-judicial and administrative tribunals of the local jurisdiction in any Proceeding arising out of or related to or concerning the International Firm's activities in the local jurisdiction.

11. Until 6 years after the International Firm ceases to rely on the Relief Order, the International Firm must submit to the regulator

a. a new Submission to Jurisdiction and Appointment of Agent for Service in this form no later than the 30th day before the date this Submission to Jurisdiction and Appointment of Agent for Service is terminated;

b. an amended Submission to Jurisdiction and Appointment of Agent for Service no later than the 30th day before any change in the name or above address of the Agent for Service;

c. a notice detailing a change to any information submitted in this form, other than the name or above address of the Agent for Service, no later than the 30th day after the change.

12. This Submission to Jurisdiction and Appointment of Agent for Service is governed by and construed in accordance with the laws of the local jurisdiction.

Dated: ____________________

______________________________

(Signature of the International Firm or authorized signatory)

______________________________

(Name of signatory)

______________________________

(Title of signatory)

Acceptance

The undersigned accepts the appointment as Agent for Service of _______________ [Insert name of International Firm] under the terms and conditions of the foregoing Submission to Jurisdiction and Appointment of Agent for Service.

Dated: ____________________

______________________________

(Signature of the Agent for Service or authorized signatory)

______________________________

(Name of signatory)

______________________________

(Title of signatory)

This form, and notice of a change to any information submitted in this form, is to be submitted through the Ontario Securities Commission's Electronic Filing Portal:

https://www.osc.gov.on.ca/filings

 

APPENDIX "B"

NOTICE OF REGULATORY ACTION

1. Settlement Agreements

Has the firm, or any predecessors or specified affiliates{1} of the firm entered into a settlement agreement with any financial services regulator, securities or derivatives exchange, SRO or similar agreement with any financial services regulator, securities or derivatives exchange, SRO or similar organization?

Yes _____ No _____

If yes, provide the following information for each settlement agreement:

- - - - - - - - - - - - - - - - - - - -

Name of entity

Regulator/organization

Date of settlement (yyyy/mm/dd)

Details of settlement

Jurisdiction

- - - - - - - - - - - - - - - - - - - -

2. Disciplinary History

Has any financial services regulator, securities or derivatives exchange, SRO or similar organization:

Yes

No

 

a)

Determined that the firm, or any predecessors or specified affiliates of the firm violated any securities regulations or any rules of a securities or derivatives exchange, SRO or similar organization?

_____

_____

 

(b)

Determined that the firm, or any predecessors or specified affiliates of the firm made a false statement or omission?

_____

_____

 

(c)

Issued a warning or requested an undertaking by the firm, or any predecessors or specified affiliates of the firm?

_____

_____

 

(d)

Suspended or terminated any registration, licensing or membership of the firm, or any predecessors or specified affiliates of the firm?

_____

_____

 

(e)

Imposed terms or conditions on any registration or membership of the firm, or predecessors or specified affiliates of the firm?

_____

_____

 

(f)

Conducted a proceeding or investigation involving the firm, or any predecessors or specified affiliates of the firm?

_____

_____

 

(g)

Issued an order (other than an exemption order) or a sanction to the firm, or any predecessors or specified affiliates of the firm for securities or derivatives-related activity (e.g. cease trade order)?

_____

_____

If yes, provide the following information for each action:

Name of entity

 

Type of action

 

Regulator/organization

 

Date of action (yyyy/mm/dd)

Reason for action

 

Jurisdiction

3. Ongoing Investigations

Is the firm aware of any ongoing investigation of which the firm or any of its specified affiliates is the subject?

Yes _____ No _____

If yes, provide the following information for each investigation:

- - - - - - - - - - - - - - - - - - - -

Name of entity

Reason or purpose of investigation

Regulator/organization

Date investigation commenced (yyyy/mm/dd)

Jurisdiction

- - - - - - - - - - - - - - - - - - - -

Authorized signing officer or partner

- - - - - - - - - - - - - - - - - - - -

Name of firm:

Name of firm's authorized signing officer or partner

Title of firm's authorized signing officer or partner

Signature

Date (yyyy/mm/dd)

- - - - - - - - - - - - - - - - - - - -

Witness

The witness must be a lawyer, notary public or commissioner of oaths.

- - - - - - - - - - - - - - - - - - - -

Name of witness

Title of witness

Signature

Date (yyyy/mm/dd)

- - - - - - - - - - - - - - - - - - - -

This form is to be submitted through the Ontario Securities Commission's Electronic Filing Portal:

https://www.osc.gov.on.ca/filings

{1} In this Appendix, the term "specified affiliate" has the meaning ascribed to that term in Form 33-109F6 to National Instrument 33-109 Registration Information.

 

Franklin Templeton Investments Corp. et al. -- ss. 78(1) and 80 of the CFA

Headnote

Section 80 of the Commodity Futures Act (Ontario) (the CFA) -- Relief from the adviser registration requirement of paragraph 22(1)(b) of the CFA granted to sub-advisers headquartered in foreign jurisdictions in respect of advice regarding trades in commodity futures contracts and commodity futures options, subject to certain terms and conditions -- Relief mirrors exemption available in section 8.26.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations made under the Securities Act (Ontario) -- Relief is subject to a sunset clause.

Subsection 78(1) of the Commodity Futures Act (Ontario) -- Order also revokes prior order of the Commission dated July 19, 2016, In the Matter of Franklin Templeton Investments Corp. et. al. that would otherwise have expired on July 19, 2021.

Applicable Legislative Provisions

Commodity Futures Act, R.S.O. 1990, c. C.20, as am., ss. 1(1), 22(1)(b), 78(1), 80.

Securities Act, R.S.O. 1990, c. S.5, as am., s. 25(3).

National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, s. 8.26.1.

Ontario Securities Commission Rule 35-502 Non-Resident Advisers, s. 7.11.

Applicable Orders

In the Matter of Franklin Templeton Investments Corp. et al., (2016) 39 OSCB 6794

IN THE MATTER OF THE COMMODITY FUTURES ACT, R.S.O. 1990, CHAPTER C.20, AS AMENDED (the "CFA") AND IN THE MATTER OF FRANKLIN TEMPLETON INVESTMENTS CORP., FIDUCIARY TRUST COMPANY OF CANADA, FRANKLIN ADVISERS, INC., FRANKLIN TEMPLETON INSTITUTIONAL, LLC, FRANKLIN MUTUAL ADVISERS, LLC, K2/D&S MANAGEMENT CO., LLC, TEMPLETON INVESTMENT COUNSEL, LLC, TEMPLETON GLOBAL ADVISORS LIMITED, FRANKLIN TEMPLETON INVESTMENT MANAGEMENT LIMITED, AND FRANKLIN TEMPLETON INTERNATIONAL SERVICES S.à.r.l.

ORDER (Subsection 78(1) and Section 80 of the CFA)

UPON the application (the Application) of Franklin Templeton Investments Corp. (FTIC) and Fiduciary Trust Company of Canada (FTCC) (each referred to individually as a Principal Adviser and collectively as the Principal Advisers) and Franklin Advisers, Inc. (FAI), Franklin Templeton Institutional, LLC (FTI LLC), Franklin Mutual Advisers, LLC (FMA), K2/D&S Management Co., LLC (K2), Templeton Investment Counsel, LLC (TIC), Templeton Global Advisors Limited (TGAL), Franklin Templeton Investment Management Limited (FTIML) and Franklin Templeton International Services S.à.r.l. (FTIS) (each referred to individually as a Sub-Adviser and collectively as the Sub-Advisers) to the Ontario Securities Commission (the Commission) for an order:

(a) pursuant to subsection 78(1) of the CFA, revoking the exemption order granted by the Commission to the Principal Advisers and the Sub-Advisers, except FTIS, on July 19, 2016 (the Previous Order); and

(b) pursuant to section 80 of the CFA, that each of the Sub-Advisers and any individuals engaging in, or holding themselves out as engaging in, the business of advising others when acting on behalf of their respective Sub-Advisers in respect of the Sub-Advisory Services (as defined below) (the Representatives) be exempt, for a specified period of time, from the adviser registration requirements of paragraph 22(1)(b) of the CFA when acting as a sub-adviser to the Principal Advisers for the benefit of the Clients (as defined below) regarding commodity futures contracts and commodity futures options (collectively, the Contracts) traded on commodity futures exchanges and cleared through clearing corporations (the Relief Sought);

AND UPON considering the Application and the recommendation of staff of the Commission;

AND UPON the Principal Advisers and the Sub-Advisers having represented to the Commission that:

Principal Advisers

1. FTIC is a corporation amalgamated under the laws of Ontario, having its head office in Toronto, Ontario. FTIC is registered (a) under the securities legislation in each of the provinces of Canada and in Yukon Territory as a portfolio manager, an exempt market dealer and a mutual fund dealer; (b) under the securities legislation in Alberta, British Columbia, Manitoba, Newfoundland and Labrador, Nova Scotia, Ontario and Québec as an investment fund manager; and (c) under the CFA in Ontario as a commodity trading manager. In addition, FTIC is registered with the Securities and Exchange Commission of the United States of America (the SEC) as an investment adviser.

2. FTIC is an indirect wholly-owned subsidiary of Franklin Resources Inc. (FRI), a global investment management organization operating as Franklin Templeton Investments.

3. FTCC is a trust company established under the laws of Canada, having its head office in Toronto, Ontario. FTCC is registered (a) under the securities legislation in each of the provinces of Canada and in Yukon Territory as a portfolio manager; and (b) under the CFA in Ontario as a commodity trading manager.

4. FTCC and FTIC are affiliates as FTCC is a wholly-owned subsidiary of FTIC.

Sub-Advisers

5. Each Sub-Adviser is organized under the laws of a jurisdiction other than Canada or the provinces or territories thereof. In particular, the Sub-Advisers are:

(a) FAI, a corporation incorporated under the laws of the State of California. FAI is resident in the United States of America, with a principal office and place of business at One Franklin Parkway, San Mateo, California, USA. FAI provides a variety of discretionary advisory services to clients, including, but not limited to: (i) certain investment companies registered under the Investment Company Act of 1940, as amended; (ii) unregistered funds and other pooled investment vehicles; and (iii) institutions, such as insurance companies, other financial institutions, pension and profit sharing plans, and governmental entities. FAI offers advice with respect to a broad range of securities, derivatives and other financial instruments. FAI is registered as an investment adviser with the SEC and as a commodity pool operator with the U.S. Commodity Futures Trading Commission (CFTC).

(b) FTI LLC, a limited liability company organized and existing under the laws of the State of Delaware. FTI LLC is resident in the United States of America, with a principal office and place of business at 600 Fifth Avenue, New York, New York, USA. FTI LLC provides a variety of discretionary advisory services to clients, including, but not limited to: (i) certain investment companies registered under the Investment Company Act of 1940, as amended; (ii) unregistered funds and other pooled investment vehicles; and (iii) institutions, such as insurance companies, pension and profit sharing plans, and governmental entities. FTI LLC offers advice with respect to a broad range of securities, derivatives and other financial instruments. FTI LLC is registered as an investment adviser with the SEC and is exempted from registration as a commodity trading adviser and commodity pool operator with the CFTC.

(c) FMA, a limited liability company organized and existing under the laws of the State of Delaware. FMA is resident in the United States of America, with a principal office and place of business at 51 John F. Kennedy Parkway, Short Hills, New Jersey, USA. FMA provides a variety of discretionary advisory services to clients, including, but not limited to: (i) certain investment companies registered under the Investment Company Act of 1940, as amended; (ii) unregistered funds and other pooled investment vehicles; and (iii) institutions, such as insurance companies. FMA offers advice with respect to a broad range of securities, derivatives and other financial instruments. FMA is registered as an investment adviser with the SEC and is exempted from registration as a commodity trading adviser and commodity pool operator with the CFTC.

(d) K2, a limited liability company organized and existing under the laws of the State of Delaware. K2 is resident in the United States of America, with a principal office and place of business at 300 Atlantic Street, 12th Floor, Stamford, Connecticut, USA. K2 provides a variety of discretionary advisory services to clients, including, but not limited to: (i) certain investment companies registered under the Investment Company Act of 1940, as amended; (ii) unregistered funds and other pooled investment vehicles; and (iii) institutions, such as banking and thrift institutions, pension and profit sharing plans, and governmental entities. K2 offers advice with respect to a broad range of securities, derivatives and other financial instruments. K2 is registered as an investment adviser with the SEC and is registered as a commodity trading adviser and commodity pool operator with the CFTC.

(e) TIC, a limited liability company organized and existing under the laws of the State of Delaware. TIC is a resident of the United States of America, with a principal office and place of business at 300 Southeast 2nd Street, Fort Lauderdale, Florida, USA. TIC provides a variety of discretionary advisory services to clients, including, but not limited to: (i) certain investment companies registered under the Investment Company Act of 1940, as amended; (ii) unregistered funds and other pooled investment vehicles; and (iii) institutions, such as insurance companies, other financial institutions, pension and profit sharing plans, and governmental entities. TIC offers advice with respect to a broad range of securities, derivatives and other financial instruments. TIC is registered as an investment adviser with the SEC and is exempted from registration as a commodity trading adviser and commodity pool operator with the CFTC.

(f) TGAL, a company organized and existing under the laws of the Commonwealth of the Bahamas. TGAL is resident in the Bahamas, with a principal office and place of business at Lyford Cay, Nassau, Bahamas. TGAL provides a variety of discretionary advisory services to clients, including, but not limited to: (i) certain investment companies registered under the Investment Company Act of 1940, as amended; (ii) unregistered funds and other pooled investment vehicles; and (iii) institutions, such as insurance companies and charitable organizations. TGAL offers advice with respect to a broad range of securities, derivatives and other financial instruments. TGAL is registered as an investment fund administrator with the Securities Commission of the Bahamas and as an investment adviser with the SEC. It is exempted from registration as a commodity trading adviser and commodity pool operator with the CFTC.

(g) FTIML, a company organized and existing under the laws of England. FTIML is resident in England, with a principal office and place of business at Cannon Place, 78 Cannon Street, London, England. FTIML provides a variety of discretionary advisory services to clients, including, but not limited to: (i) certain investment companies registered under the Investment Company Act of 1940, as amended; (ii) unregistered funds and other pooled investment vehicles; and (iii) institutions, such as insurance companies, other financial institutions, and governmental entities. FTIML offers advice with respect to a broad range of securities, derivatives and other financial instruments. FTIML is registered with the Financial Conduct Authority in the United Kingdom as an adviser. It is also registered as an investment adviser with the SEC and exempted from registration as a commodity trading adviser and commodity pool operator with the CFTC.

(h) FTIS, an investment management company organized and existing under the laws of Luxembourg. FTIS is resident in Luxembourg, with a registered office at 8A, rue Albert Borschette, L-1246 Luxembourg, Grand-Duchy of Luxembourg. FTIS creates, promotes, administers and manages undertakings for collective investment in transferable securities (UCITS) and alternative investment funds. It also provides services such as discretionary portfolio management, investment advice, and reception and transmission of orders in relation to financial instruments. FTIS is registered with the Luxembourg Trade and Companies Register and is authorized by the Commission de Surveillance du Secteur Financier (Luxembourg) as an UCITS management company and an alternative investment fund manager. FTIS is also exempted from registration as an investment adviser with the SEC, but reports limited information to the SEC as an Exempt Reporting Adviser, pursuant to such exemption. Additionally, it is exempted from registration as a commodity trading adviser and commodity pool operator with the CFTC.

6. Each Sub-Adviser is registered in a category of registration, or operates under an exemption from registration, under the commodity futures or other applicable legislation of its jurisdiction of residence that permits it to carry on the activities in that jurisdiction that registration as an adviser under the CFA would permit it to carry on in Ontario. As such, each Sub-Adviser is authorized and permitted to carry on the Sub-Advisory Services (as defined below) in the jurisdiction outside of Canada in which its head office or principal place of business is located.

7. None of the Sub-Advisers is registered in any capacity under the CFA or the Securities Act (Ontario) (the OSA), nor are any of the Sub-Advisers registered in any capacity under the securities law, commodity futures law or derivatives law of any other jurisdiction of Canada.

8. Each of the Sub-Advisers acts in reliance on the exemption from the requirement to register as an adviser under the OSA pursuant to section 8.26.1 "International sub-adviser" of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103).

9. The following Sub-Advisers are also relying on the exemption from the requirement to register as an adviser under the OSA pursuant to section 8.26 "International adviser" of NI 31-103 (the OSA International Adviser Exemption): FAI, FTI LLC and FTIML. FTIS is relying on the exemption from the requirement to register as an investment fund manager under the OSA pursuant to Multilateral Instrument 32-102 Registration Exemptions for Non-Resident Investment Fund Managers. All other Sub-Advisers are not currently relying on any exemptions from the requirement to register under securities law, commodity futures law or derivatives law of any jurisdiction of Canada (except as identified in paragraph 8 above).

10. Each Sub-Adviser engages in the business of an adviser in respect of Contracts in its principal jurisdiction.

11. None of the Sub-Advisers is a resident of any province or territory of Canada.

12. The Sub-Advisers and the Principal Advisers are affiliates, as defined in the OSA. Each of the Sub-Advisers and Principal Advisers are directly or indirectly wholly-owned by their parent company, FRI.

13. None of the Principal Advisers or the Sub-Advisers is in default of securities legislation, commodity futures legislation or derivatives legislation in any jurisdiction of Canada.

14. Each Sub-Adviser is in compliance in all material respects with the securities laws, commodity futures laws and derivatives laws in each jurisdiction outside of Canada in which its head office or principal place of business is located.

15. The Principal Advisers provide, or may provide, discretionary and/or non-discretionary portfolio management services in Ontario to the following clients (each referred to individually as a Client and collectively as the Clients):

(a) investment funds, the securities of which are qualified by prospectus for distribution to the public in Ontario and the other provinces and territories of Canada (the Investment Funds);

(b) pooled funds, the securities of which are sold on a private placement basis in Ontario and certain other provinces and territories of Canada pursuant to prospectus exemptions contained in National Instrument 45-106 Prospectus Exemptions (the Pooled Funds);

(c) clients who have entered into investment management agreements with a Principal Adviser to establish managed accounts (the Managed Account Clients); and

(d) other Investment Funds, Pooled Funds and Managed Account Clients that may be established or retained in the future in respect of which a Principal Adviser will engage a Sub-Adviser to provide portfolio advisory services (the Future Clients).

16. Certain of the Clients may, as part of their investment program, invest in Contracts. The Principal Advisers each act as a commodity trading manager in respect of such Clients.

17. In connection with the Principal Advisers acting as advisers to Clients in respect of the purchase or sale of Contracts, each Principal Adviser, pursuant to a written agreement made between the Principal Adviser and each respective Sub-Adviser, has retained (or will retain) the respective Sub-Adviser to act as a sub-adviser to the Principal Adviser in respect of Contracts in which that Sub-Adviser has experience and expertise by exercising discretionary investment authority on behalf of the Principal Adviser, in respect of all or a portion of the assets of the investment portfolio of the respective Client, including discretionary authority to buy or sell Contracts for the Client (the Sub-Advisory Services), provided that:

(a) in each case, the Contracts must be cleared through an "acceptable clearing corporation" [as defined in National Instrument 81-102 Investment Funds (NI 81-102), or any successor thereto] or a clearing corporation that clears and settles transactions made on a futures exchange listed in Appendix A of NI 81-102, or any successor thereto; and

(b) such investments are consistent with the investment objectives and strategies of the applicable Client.

18. Paragraph 22(1)(b) of the CFA prohibits a person or company from acting as an adviser unless the person or company is registered as an adviser under the CFA, or is registered as a representative or as a partner or an officer of a registered adviser and is acting on behalf of such registered adviser.

19. By providing the Sub-Advisory Services, each Sub-Adviser and its Representatives will be engaging in, or holding themselves out as engaging in, the business of advising others in respect of Contracts and, in the absence of being granted the Relief Sought, would be required to register as an adviser or a representative of an adviser, as the case may be, under the CFA.

20. There is presently no rule or regulation under the CFA that provides an exemption from the adviser registration requirement in paragraph 22(1)(b) of the CFA that is similar to the exemption from the adviser registration requirement in subsection 25(3) of the OSA provided under section 8.26.1 of NI 31-103.

21. The relationship among any Principal Adviser, any Sub-Adviser and any Client is, and will be, consistent with the requirements of section 8.26.1 of NI 31-103.

22. A Sub-Adviser will only provide the Sub-Advisory Services to a Principal Adviser as long as that Principal Adviser is, and remains, registered under the CFA as an adviser in the category of commodity trading manager.

23. As would be required under section 8.26.1 of NI 31-103:

(a) the obligations and duties of each Sub-Adviser are, or will be, set out in a written agreement with the relevant Principal Adviser or Principal Advisers; and

(b) the relevant Principal Adviser or Principal Advisers have entered into, or will enter into, a written contract with each Client, agreeing to be responsible for any loss that arises out of the failure of any Sub-Adviser:

(i) to exercise the powers and discharge the duties of its office honestly, in good faith and in the best interests of the Principal Adviser and each Client; or

(ii) to exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in the circumstances (together with (i), the Assumed Obligations).

24. The written agreement between a Principal Adviser and each Sub-Adviser sets out, or will set out, the obligations and duties of each party in connection with the Sub-Advisory Services and permits, or will permit, the Principal Adviser to exercise the degree of supervision and control it is required to exercise over the applicable Sub-Adviser in respect of the Sub-Advisory Services.

25. The Principal Advisers will deliver to the Clients all required reports and statements under applicable securities, commodity futures and derivatives legislation.

26. The prospectus or other offering document (in either case, the Offering Document) of each Client that is an Investment Fund or a Pooled Fund and for which a Principal Adviser engages one or more Sub-Advisers to provide the Sub-Advisory Services includes, or will include, the following disclosure (the Required Disclosure):

(a) a statement that the Principal Adviser is responsible for any loss that arises out of the failure of any Sub-Adviser to meet the Assumed Obligations; and

(b) a statement that there may be difficulty in enforcing any legal rights against the Sub-Advisers (or any of their Representatives) because the Sub-Advisers are resident outside of Canada and all or substantially all of their assets are situated outside of Canada.

27. Prior to purchasing any securities of one or more of the Clients that are Investment Funds or Pooled Funds directly from a Principal Adviser, all investors in the Investment Funds or Pooled Funds who are Ontario residents will receive, or have received, the Required Disclosure in writing (which may be in the form of an Offering Document).

28. Each Client that is a Managed Account Client for which a Principal Adviser engages one or more Sub-Advisers to provide the Sub-Advisory Services will receive, or has received, the Required Disclosure in writing prior to the purchasing of any Contracts for such Client.

29. The Principal Advisers and the Sub-Advisers obtained substantially similar relief in the Previous Order, pursuant to which the Sub-Advisers, with the exception of FTIS, currently provide Sub-Advisory Services to the Principal Advisers for the benefit of the Clients. The Relief Sought will add FTIS as a Sub-Adviser.

30. Each Principal Adviser and Sub-Adviser that is subject to the Previous Order (i.e., all Filers other than FTIS), have complied with, and are currently in compliance with, all of the terms and conditions of the Previous Order.

AND UPON the Commission being of the opinion that to do so would not be prejudicial to the public interest;

IT IS ORDERED, pursuant to subsection 78(1) of the CFA, that the Previous Order is revoked;

AND IT IS ORDERED, pursuant to section 80 of the CFA, that each Sub-Adviser and its Representatives is exempt from the adviser registration requirements of paragraph 22(1)(b) of the CFA when acting as a sub-adviser to a Principal Adviser in respect of the Sub-Advisory Services, provided that at the time that such activities are engaged in:

(a) the Principal Adviser is registered under the CFA as an adviser in the category of commodity trading manager;

(b) the Sub-Adviser's head office or principal place of business is in a jurisdiction outside of Canada;

(c) the Sub-Adviser is registered in a category of registration, or operates under an exemption from registration, under the commodity futures or other applicable legislation of the jurisdiction outside of Canada in which its head office or principal place of business is located, that permits it to carry on the activities in that jurisdiction that registration as an adviser under the CFA would permit it to carry on in Ontario;

(d) the Sub-Adviser engages in the business of an adviser in respect of Contracts in the jurisdiction outside of Canada in which its head office or principal place of business is located;

(e) the obligations and duties of the Sub-Adviser are set out in a written agreement with the Principal Adviser;

(f) the Principal Adviser has entered into a written agreement with each Client, agreeing to be responsible for any loss that arises out of the failure of the Sub-Adviser to meet the Assumed Obligations;

(g) the Offering Document of each Client that is an Investment Fund or a Pooled Fund and for which the Principal Adviser engages the Sub-Adviser to provide the Sub-Advisory Services includes the Required Disclosure;

(h) prior to purchasing any securities of a Client that is an Investment Fund or a Pooled Fund directly from the Principal Adviser, each investor in any of these Investment Funds or Pooled Funds who was or is an Ontario resident received, or will receive, the Required Disclosure in writing; and

(i) each Client that is a Managed Account Client for which the Principal Adviser engages the Sub-Adviser to provide the Sub-Advisory Services received, or will receive, the Required Disclosure in writing prior to the purchasing of any Contracts for such Client;

AND IT IS FURTHER ORDERED that this Order will terminate on the earliest of:

(a) the expiry of any transition period as may be provided by law, after the effective date of the repeal of the CFA;

(b) six months, or such other transition period as may be provided by law, after the coming into force of any amendment to Ontario commodity futures law (as defined in the CFA) or Ontario securities law (as defined in the OSA) that affects the ability of any Sub-Adviser to act as a sub-adviser to the Principal Advisers in respect of the Sub-Advisory Services; and

(c) five years after the date of this Order.

DATED at Toronto, Ontario, this 1st day of August, 2018.

"Lawrence Haber"
Commissioner
Ontario Securities Commission
 
"Peter Currie"
Commissioner
Ontario Securities Commission

 

Shoppers Drug Mart Corporation

Headnote

National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- The issuer ceased to be a reporting issuer under securities legislation.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).

August 1, 2018

IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (the Jurisdiction) AND IN THE MATTER OF THE PROCESS FOR CEASE TO BE A REPORTING ISSUER APPLICATIONS AND IN THE MATTER OF SHOPPERS DRUG MART CORPORATION (the Filer)

ORDER

Background

The principal regulator in the Jurisdiction has received an application from the Filer for an order under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).

Under the Process for Cease to be a Reporting Issuer Applications (for a passport application):

1. the Ontario Securities Commission is the principal regulator for this application, and

2. the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland, Yukon, Nunavut and Northwest Territories.

Interpretation

Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.

Representations

This order is based on the following facts represented by the Filer:

1. the Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets;

2. the outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide;

3. no securities of the Filer, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported;

4. the Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer; and

5. the Filer is not in default of securities legislation in any jurisdiction.

Order

The principal regulator is satisfied that the order meets the test set out in the Legislation for the principal regulator to make the order.

The decision of the principal regulator under the Legislation is that the Order Sought is granted.

"Winnie Sanjoto"
Manager, Corporate Finance
Ontario Securities Commission

 

Money Gate Mortgage Investment Corporation et al.

File No.: 2017-79

IN THE MATTER OF MONEY GATE MORTGAGE INVESTMENT CORPORATION, MONEY GATE CORP., MORTEZA KATEBIAN and PAYAM KATEBIAN

Timothy Moseley, Vice-Chair and Chair of the Panel

August 2, 2018

ORDER

WHEREAS on August 1, 2018 Staff of the Ontario Securities Commission advised that it was withdrawing its motion regarding the summary of expected evidence of Payam Katebian scheduled to be heard on August 8, 2018;

IT IS ORDERED THAT the August 8, 2018 date scheduled for the hearing of the motion is vacated.

"Timothy Moseley"

 

Matamec Explorations Inc.

Headnote

National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- The issuer ceases to be a reporting issuer under securities legislation.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).

Decision No: 2018-IC-0032

File No: 14842

August 1, 2018

IN THE MATTER OF THE SECURITIES LEGISLATION OF QUÉBEC AND ONTARIO (the Jurisdictions) AND IN THE MATTER OF THE PROCESS FOR CEASE TO BE A REPORTING ISSUER APPLICATIONS AND IN THE MATTER OF MATAMEC EXPLORATIONS INC. (the Filer)

ORDER

Background

The securities regulatory authority or regulator in each of the Jurisdictions (Decision Maker) has received an application from the Filer for an order under the securities legislation of the Jurisdictions (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).

Under the Process for Cease to be a Reporting Issuer Applications (for a dual application):

(a) the Autorité des marchés financiers is the principal regulator for this application,

(b) the Filer has provided notice that subsection 4C.5(1) of Regulation 11-102 respecting Passport System (Regulation 11-102) is intended to be relied upon in British Columbia and Alberta; and

(c) this order is the order of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation

Terms defined in Regulation 14-101 respecting Definitions, in Regulation 11-102 and, in Regulation 14-501Q respecting Definitions have the same meaning if used in this order, unless otherwise defined.

Representations

This order is based on the following facts represented by the Filer:

1. the Filer is not an OTC reporting issuer under Regulation 51-105 respecting Issuers Quoted in the U.S. Over-the-Counter Markets;

2. the outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide;

3. no securities of the Filer, including debt securities, are traded in Canada or another country on a marketplace as defined in Regulation 21-101 respecting Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported;

4. the Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer; and

5. the Filer is not in default of securities legislation in any jurisdiction.

Order

Each of the Decision Makers is satisfied that the order meets the test set out in the Legislation for the Decision Maker to make the order.

The decision of the Decision Makers under the Legislation is that the Order Sought is granted.

"Martin Latulippe"
Director, Continuous Disclosure
Autorité des marchés financiers

 

Chapter 4 -- Cease Trading Orders

Temporary, Permanent & Rescinding Issuer Cease Trading Orders

Company Name

Date of Temporary Order

Date of Hearing

Date of Permanent Order

Date of Lapse/Revoke

 

THERE IS NOTHING TO REPORT THIS WEEK.

Failure to File Cease Trade Orders

Company Name

Date of Order

Date of Revocation

 

Added Capital Inc.

03 August 2018

__________

 

Aquarius Surgical Technologies Inc.

03 August 2018

__________

 

Border Petroleum Limited

03 August 2018

__________

 

Lightning Ventures Inc.

03 August 2018

__________

 

Syncordia Technologies and Healthcare Solutions Corp.

03 August 2018

__________

 

Temporary, Permanent & Rescinding Management Cease Trading Orders

Company Name

Date of Order

Date of Lapse

 

THERE IS NOTHING TO REPORT THIS WEEK.

 

Outstanding Management & Insider Cease Trading Orders

Company Name

Date of Order or Temporary Order

Date of Hearing

Date of Permanent Order

Date of Lapse/Expire

Date of Issuer Temporary Order

 

Performance Sports Group Ltd.

19 October 2016

31 October 2016

31 October 2016

__________

__________

Company Name

Date of Order

Date of Lapse

 

Katanga Mining Limited

15 August 2017

__________

 

Chapter 11 -- IPOs, New Issues and Secondary Financings

INVESTMENT FUNDS

Issuer Name:

BMO Tactical Global Asset Allocation ETF Fund
Principal Regulator -- Ontario

Type and Date:

Amendment #1 to Final Simplified Prospectus dated July 30, 2018
Received on August 2, 2018

Offering Price and Description:

T4 Series

Underwriter(s) or Distributor(s):

BMO Investments Inc.

Promoter(s):

BMO Investments Inc.

Project #2744768

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Purpose Conservative Income Fund
Principal Regulator -- Ontario

Type and Date:

Amendment #3 to Final Simplified Prospectus and Amendment #4 to Annual Information Form dated August 2, 2018
Received on August 2, 2018

Offering Price and Description:

Series XUA and XUF Shares

Underwriter(s) or Distributor(s):

N/A

Promoter(s):

Purpose Investments Inc.

Project #2674554

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Balanced Portfolio
Conservative Portfolio
Growth Portfolio
High Growth Portfolio
Invesco Active Multi-Sector Credit Fund (formerly, Invesco Advantage Bond Fund)
Invesco Allocation Fund
Invesco Canada Money Market Fund
Invesco Canadian Premier Balanced Fund (formerly, Invesco Canadian Balanced Fund)
Invesco Canadian Core Plus Bond Class (formerly, Invesco Canadian Bond Class)
Invesco Canadian Core Plus Bond Fund (formerly, Invesco Canadian Bond Fund)
Invesco Canadian Premier Growth Class
Invesco Canadian Premier Growth Fund
Invesco Core Canadian Balanced Class
Invesco European Growth Class
Invesco Floating Rate Income Fund
Invesco Global Bond Fund
Invesco Global Dividend Income Fund
Invesco Global Growth Class
Invesco Global High Yield Bond Fund
Invesco Global Monthly Income Fund
Invesco Global Real Estate Fund
Invesco Indo-Pacific Fund
Invesco Intactive 2023 Portfolio
Invesco Intactive 2028 Portfolio
Invesco Intactive 2033 Portfolio
Invesco Intactive 2038 Portfolio
Invesco Intactive Balanced Growth Portfolio
Invesco Intactive Balanced Growth Portfolio Class
Invesco Intactive Balanced Income Portfolio
Invesco Intactive Balanced Income Portfolio Class
Invesco Intactive Diversified Income Portfolio
Invesco Intactive Diversified Income Portfolio Class
Invesco Intactive Growth Portfolio
Invesco Intactive Growth Portfolio Class
Invesco Intactive Maximum Growth Portfolio
Invesco Intactive Maximum Growth Portfolio Class
Invesco International Growth Class
Invesco International Growth Fund
Invesco Monthly Income ETF Portfolio (formerly, PowerShares Monthly Income Fund)
Invesco Select Canadian Equity Fund
Invesco Canadian Short-Term Bond Fund (formerly, Invesco Short-Term Bond Fund)
Invesco Short-Term Income Class
Invesco Strategic Yield Fund
Moderate Portfolio
Invesco 1-5 Year Laddered Corporate Bond Index ETF Fund (formerly, PS 1-5 Year Laddered Corporate Bond Index Fund)
Invesco Canadian Dividend Index ETF Class (formerly, PowerShares Canadian Dividend Index Class)
Invesco S&P/TSX Composite Low Volatility Index ETF Class (formerly, PowerShares Canadian Low Volatility Index Class)
Invesco Canadian Preferred Share Index ETF Class (formerly, PowerShares Canadian Preferred Share Index Class)
Invesco FTSE RAFI Canadian Index ETF Class (formerly, PowerShares FTSE RAFI® Canadian Fundamental Index Class)
Invesco FTSE RAFI Emerging Markets ETF Class (formerly, PowerShares FTSE RAFI® Emerging Markets Fundamental Class)
Invesco FTSE RAFI Global+ ETF Fund (formerly, PowerShares FTSE RAFI® Global+ Fundamental Fund)
Invesco FTSE RAFI U.S. ETF Fund (formerly, PowerShares FTSE RAFI® U.S. Fundamental Fund)
Invesco Global Dividend Achievers ETF Fund (formerly, PowerShares Global Dividend Achievers Fund)
Invesco U.S. High Yield Bond Index Fund (formerly, PowerShares High Yield Corporate Bond Index Fund)
Invesco Canadian Real Return Bond Index Fund (formerly, PowerShares Real Return Bond Index Fund)
Invesco Tactical Bond ETF Fund (formerly, PowerShares Tactical Bond Fund)
Invesco S&P 500 Low Volatility Index ETF Fund (formerly, PowerShares U.S. Low Volatility Index Fund)
Invesco Canadian Class (formerly, Trimark Canadian Class)
Invesco Canadian Endeavour Fund (formerly, Trimark Canadian Endeavour Fund)
Invesco Canadian Fund (formerly, Trimark Canadian Fund)
Invesco Canadian Opportunity Class (formerly, Trimark Canadian Opportunity Class)
Invesco Canadian Opportunity Fund (formerly, Trimark Canadian Opportunity Fund)
Invesco Canadian Plus Dividend Class (formerly, Trimark Canadian Plus Dividend Class)
Invesco Canadian Small Companies Fund (formerly, Trimark Canadian Small Companies Fund)
Invesco Diversified Yield Class (formerly, Trimark Diversified Yield Class)
Invesco Emerging Markets Class (formerly, Trimark Emerging Markets Class)
Invesco Energy Class (formerly, Trimark Energy Class)
Invesco Europlus Fund (formerly, Trimark Europlus Fund)
Invesco Global Companies Fund (formerly, Trimark Fund)
Invesco Global Balanced Class (formerly, Trimark Global Balanced Class)
Invesco Global Balanced Fund (formerly, Trimark Global Balanced Fund)
Invesco Global Diversified Income Fund (formerly, Trimark Global Diversified Income Fund)
Invesco Global Dividend Class (formerly, Trimark Global Dividend Class)
Invesco Global Endeavour Class (formerly, Trimark Global Endeavour Class)
Invesco Global Endeavour Fund (formerly, Trimark Global Endeavour Fund)
Invesco Global Diversified Companies Class (formerly, Trimark Global Fundamental Equity Class)
Invesco Global Diversified Companies Fund (formerly, Trimark Global Fundamental Equity Fund)
Invesco Global Small Companies Class (formerly, Trimark Global Small Companies Class)
Invesco Income Growth Fund (formerly, Trimark Income Growth Fund)
Invesco Canadian Interest Fund (formerly, Trimark Interest Fund)
Invesco International Companies Class (formerly, Trimark International Companies Class)
Invesco International Companies Fund (formerly, Trimark International Companies Fund)
Invesco Resources Fund (formerly, Trimark Resources Fund)
Invesco Select Balanced Fund (formerly, Trimark Select Balanced Fund)
Invesco U.S. Companies Class (formerly, Trimark U.S. Companies Class)
Invesco U.S. Companies Fund (formerly, Trimark U.S. Companies Fund)
Invesco U.S. Money Market Fund (formerly, Trimark U.S. Money Market Fund)
Invesco U.S. Small Companies Class (formerly, Trimark U.S. Small Companies Class)
Principal Regulator -- Ontario

Type and Date:

Final Simplified Prospectus dated July 27, 2018
NP 11-202 Receipt dated August 2, 2018

Offering Price and Description:

-

Underwriter(s) or Distributor(s):

N/A

Promoter(s):

N/A

Project #2784274

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Black Creek Global Balanced Corporate Class
Black Creek Global Balanced Fund (formerly Castlerock Global Balanced Fund)
Black Creek Global Leaders Corporate Class
Black Creek Global Leaders Fund (formerly Castlerock Global Leaders Fund)
Black Creek International Equity Corporate Class
Black Creek International Equity Fund (formerly Castlerock International Equity Fund)
Cambridge American Equity Corporate Class (formerly CI American Equity Corporate Class)
Cambridge American Equity Fund (formerly CI American Equity Fund)
Cambridge Asset Allocation Corporate Class
Cambridge Asset Allocation Fund
Cambridge Balanced Yield Pool
Cambridge Canadian Dividend Corporate Class
Cambridge Canadian Dividend Fund (formerly CI Canadian Dividend Growth Fund and Castlerock Canadian Dividend Growth
Cambridge Canadian Equity Corporate Class
Cambridge Canadian Equity Fund
Cambridge Canadian Growth Companies Fund (formerly Castlerock Canadian Growth Companies Fund)
Cambridge Canadian Short-Term Bond Pool
Cambridge Global Dividend Corporate Class
Cambridge Global Dividend Fund
Cambridge Global Equity Corporate Class
Cambridge Global Equity Fund
Cambridge Global High Income Fund (formerly Cambridge High Income Fund)
Cambridge Growth Companies Corporate Class
Cambridge Growth Companies Fund
Cambridge Monthly Income Corporate Class (formerly Cambridge Income Corporate Class)
Cambridge Monthly Income Fund (formerly Cambridge Income Fund)
Cambridge Premium Yield Pool
Cambridge Pure Canadian Equity Corporate Class
Cambridge Pure Canadian Equity Fund (formerly Castlerock Pure Canadian Equity Fund)
Cambridge Stock Selection Fund
Cambridge U.S. Dividend Fund (formerly CI U.S. Dividend Growth Fund and Castlerock U.S. Dividend Growth Fund)
Cambridge U.S. Dividend Registered Fund
Cambridge U.S. Dividend US$ Fund
CI American Managers Corporate Class
CI American Small Companies Corporate Class
CI American Small Companies Fund
CI American Value Corporate Class
CI American Value Fund
CI Canadian Investment Corporate Class
CI Canadian Investment Fund
CI Canadian Small/Mid Cap Fund
CI Can-Am Small Cap Corporate Class
CI Global Health Sciences Corporate Class
CI Global High Dividend Advantage Corporate Class
CI Global High Dividend Advantage Fund
CI Global Small Companies Corporate Class
CI Global Small Companies Fund
CI Global Value Corporate Class
CI Global Value Fund
CI Income Fund (formerly CI Income Advantage Fund and Select Income Advantage Managed Fund)
CI International Value Corporate Class
CI International Value Fund
CI Investment Grade Bond Fund
CI Money Market Fund
CI Pacific Corporate Class
CI Pacific Fund
CI Short-Term Corporate Class
CI Short-Term US$ Corporate Class
CI U.S. Income US$ Pool
CI US Money Market Fund
Harbour Canadian Dividend Fund (formerly CI Canadian Dividend Fund)
Harbour Corporate Class
Harbour Fund
Harbour Global Analyst Fund
Harbour Global Equity Corporate Class (formerly Harbour Foreign Equity Corporate Class)
Harbour Global Equity Fund
Harbour Global Growth & Income Corporate Class (formerly Harbour Foreign Growth & Income Corporate Class)
Harbour Global Growth & Income Fund
Harbour Growth & Income Corporate Class
Harbour Growth & Income Fund
Harbour Voyageur Corporate Class (formerly Harbour All Cap Corporate Class)
Lawrence Park Strategic Income Fund
Marret High Yield Bond Fund
Marret Short Duration High Yield Fund
Portfolio Series Balanced Fund
Portfolio Series Balanced Growth Fund
Portfolio Series Conservative Balanced Fund
Portfolio Series Conservative Fund
Portfolio Series Growth Fund
Portfolio Series Income Fund
Portfolio Series Maximum Growth Fund
Select 100e Managed Portfolio Corporate Class
Select 20i80e Managed Portfolio Corporate Class
Select 30i70e Managed Portfolio Corporate Class
Select 40i60e Managed Portfolio Corporate Class
Select 50i50e Managed Portfolio Corporate Class
Select 60i40e Managed Portfolio Corporate Class
Select 70i30e Managed Portfolio Corporate Class
Select 80i20e Managed Portfolio Corporate Class
Select Canadian Equity Managed Corporate Class
Select Income Managed Corporate Class (formerly Select Income Advantage Managed Corporate Class)
Select International Equity Managed Corporate Class
Select Staging Fund
Select U.S. Equity Managed Corporate Class
Signature Canadian Balanced Fund
Signature Canadian Bond Corporate Class (formerly CI Canadian Bond Corporate Class)
Signature Canadian Bond Fund (formerly CI Canadian Bond Fund)
Signature Corporate Bond Corporate Class
Signature Corporate Bond Fund
Signature Diversified Yield Corporate Class
Signature Diversified Yield II Fund (formerly Signature Enhanced Yield Fund)
Signature Dividend Corporate Class
Signature Dividend Fund
Signature Emerging Markets Corporate Class (formerly CI Emerging Markets Corporate Class)
Signature Emerging Markets Fund (formerly CI Emerging Markets Fund)
Signature Floating Rate Income Pool
Signature Global Resource Corporate Class (formerly Signature Canadian Resource Corporate Class)
Signature Global Resource Fund (formerly Signature Canadian Resource Fund)
Signature Global Bond Corporate Class (formerly CI Global Bond Corporate Class)
Signature Global Bond Fund (formerly CI Global Bond Fund)
Signature Global Dividend Corporate Class
Signature Global Dividend Fund
Signature Global Energy Corporate Class (formerly CI Global Energy Corporate Class)
Signature Global Equity Corporate Class (formerly CI Global Corporate Class)
Signature Global Equity Fund (fomerly CI Global Fund)
Signature Global Income & Growth Corporate Class
Signature Global Income & Growth Fund
Signature Global Technology Corporate Class (formerly Signature Global Science & Technology Corporate Class)
Signature Gold Corporate Class
Signature High Income Corporate Class
Signature High Income Fund
Signature High Yield Bond Corporate Class
Signature High Yield Bond II Fund (formerly Signature High Yield Bond Trust)
Signature Income & Growth Corporate Class
Signature Income & Growth Fund
Signature Preferred Share Pool
Signature Real Estate Pool
Signature Select Canadian Corporate Class
Signature Select Canadian Fund
Signature Short-Term Bond Fund (formerly CI Short-Term Bond Fund)
Signature Tactical Bond Pool
Synergy American Corporate Class
Synergy American Fund
Synergy Canadian Corporate Class
Synergy Global Corporate Class
Principal Regulator -- Ontario

Type and Date:

Final Simplified Prospectus dated July 30, 2018
NP 11-202 Receipt dated August 2, 2018

Offering Price and Description:

A, A1, A2, A3, A4, A5, AT5, A1T5, A2T5, A3T5, AT8, A1T8, A2T8, A3T8, A4T8, A5T8, E, ET5, ET8, EF, EFT5, EFT8, F, F1, F2, F3, F4, F5, FT5, F1T5, FT8, F1T8, F2T8, F3T8, F4T8, F5T8, I, IT8, O, OT5, OT8, P, PT5 and PT8 shares; Class A, A1, A2, A3, AT6, D, E, EF, F, F1, F2, F3, F4, I, O and P units

Underwriter(s) or Distributor(s):

N/A

Promoter(s):

CI Investments Inc.

Project #2777804

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

BMO Tactical Global Asset Allocation ETF Fund
Principal Regulator -- Ontario

Type and Date:

Amendment #1 to Final Simplified Prospectus dated July 30, 2018
NP 11-202 Receipt dated August 3, 2018

Offering Price and Description:

T4 Series

Underwriter(s) or Distributor(s):

BMO Investments Inc.

Promoter(s):

BMO Investments Inc.

Project #2744768

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Canadian Dollar Cash Management Fund
Principal Regulator -- Ontario

Type and Date:

Final Simplified Prospectus dated July 27, 2018
NP 11-202 Receipt dated August 3, 2018

Offering Price and Description:

Corporate Series units

Underwriter(s) or Distributor(s):

N/A

Promoter(s):

Invesco Canada Ltd.

Project #2784366

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Canadian Dollar Cash Management Fund
Principal Regulator -- Ontario

Type and Date:

Final Simplified Prospectus dated July 27, 2018
NP 11-202 Receipt dated August 3, 2018

Offering Price and Description:

The Northern Trust Canada Series units

Underwriter(s) or Distributor(s):

N/A

Promoter(s):

Invesco Canada Ltd.

Project #2784440

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Canadian Dollar Cash Management Fund
Principal Regulator -- Ontario

Type and Date:

Final Simplified Prospectus dated July 27, 2018
NP 11-202 Receipt dated August 3, 2018

Offering Price and Description:

Institutional Series units

Underwriter(s) or Distributor(s):

N/A

Promoter(s):

Invesco Canada Ltd.

Project #2784405

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Canadian Dollar Cash Management Fund
U.S. Dollar Cash Management Fund
Principal Regulator -- Ontario

Type and Date:

Final Simplified Prospectus dated July 27, 2018
NP 11-202 Receipt dated August 3, 2018

Offering Price and Description:

Series I units

Underwriter(s) or Distributor(s):

N/A

Promoter(s):

Invesco Canada Ltd.

Project #2784338

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Dynamic Active Core Bond Private Pool
Dynamic Active Credit Strategies Private Pool
Dynamic Alternative Managed Risk Private Pool Class
Dynamic Asset Allocation Private Pool
Dynamic Canadian Equity Private Pool Class
Dynamic Conservative Yield Private Pool
Dynamic Global Equity Private Pool Class
Dynamic Global Yield Private Pool
Dynamic Global Yield Private Pool Class
Dynamic International Dividend Private Pool
Dynamic North American Dividend Private Pool
Dynamic Tactical Bond Private Pool
Dynamic U.S. Equity Private Pool Class
Principal Regulator -- Ontario

Type and Date:

Amendment #1 to Annual Information Form dated July 26, 2018
NP 11-202 Receipt dated August 1, 2018

Offering Price and Description:

-

Underwriter(s) or Distributor(s):

1832 Asset Management L.P.

Promoter(s):

1832 Asset Management L.P.

Project #2757005

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Evolve Automobile Innovation Index ETF
Evolve Cyber Security Index ETF
Evolve Global Healthcare Enhanced Yield ETF
Evolve North American Gender Diversity Index ETF
Evolve US Banks Enhanced Yield ETF
Principal Regulator -- Ontario

Type and Date:

Final Long Form Prospectus dated July 30, 2018
NP 11-202 Receipt dated July 31, 2018

Offering Price and Description:

Hedged, Unhedged and US Dollar Unhedged units @ net asset value

Underwriter(s) or Distributor(s):

N/A

Promoter(s):

N/A

Project #2792902

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Manulife Asia Equity Class
Manulife Balanced Equity Private Pool
Manulife Balanced Income Private Trust
Manulife Balanced Portfolio
Manulife Bond Fund
Manulife Canadian Balanced Fund
Manulife Canadian Balanced Private Pool
Manulife Canadian Dividend Growth Class
Manulife Canadian Dividend Growth Fund
Manulife Canadian Equity Private Pool
Manulife Canadian Growth and Income Private Trust
Manulife Canadian Investment Class
Manulife Canadian Investment Fund
Manulife Canadian Unconstrained Bond Fund (formerly Manulife Canadian Bond Plus Fund)
Manulife China Class
Manulife Conservative Portfolio
Manulife Corporate Bond Fund
Manulife Corporate Fixed Income Private Trust
Manulife Covered Call U.S. Equity Class
Manulife Covered Call U.S. Equity Fund
Manulife Diversified Alpha Portfolio
Manulife Diversified Investment Fund
Manulife Dividend Income Class
Manulife Dividend Income Fund
Manulife Dividend Income Plus Class (formerly Manulife Canadian Focused Class)
Manulife Dividend Income Plus Fund (formerly Manulife Canadian Focused Fund)
Manulife Dividend Income Private Pool
Manulife Dollar-Cost Averaging Fund
Manulife Emerging Markets Fund
Manulife Floating Rate Income Fund
Manulife Fundamental Balanced Class (formerly Manulife Canadian Equity Balanced Class)
Manulife Fundamental Dividend Class (formerly Manulife Canadian Dividend Income Class)
Manulife Fundamental Dividend Fund (formerly Manulife Canadian Dividend Income Fund)
Manulife Fundamental Equity Class (formerly Manulife Canadian Stock Class)
Manulife Fundamental Equity Fund (formerly Manulife Canadian Stock Fund)
Manulife Fundamental Income Class (formerly Manulife Canadian Monthly Income Class)
Manulife Fundamental Income Fund (formerly Manulife Canadian Monthly Income Fund)
Manulife Global All Cap Focused Fund
Manulife Global Balanced Fund
Manulife Global Balanced Private Trust
Manulife Global Dividend Class
Manulife Global Dividend Fund
Manulife Global Dividend Growth Class
Manulife Global Dividend Growth Fund
Manulife Global Equity Class
Manulife Global Equity Private Pool
Manulife Global Equity Unconstrained Class
Manulife Global Equity Unconstrained Fund
Manulife Global Fixed Income Private Trust
Manulife Global Infrastructure Class
Manulife Global Infrastructure Fund
Manulife Global Real Estate Unconstrained Fund
Manulife Global Small Cap Balanced Fund
Manulife Global Small Cap Fund
Manulife Global Strategic Balanced Yield Fund
Manulife Global Unconstrained Bond Fund (formerly Manulife Global Tactical Credit Fund)
Manulife Growth Opportunities Class
Manulife Growth Opportunities Fund
Manulife Growth Portfolio
Manulife Income Fund 2022
Manulife Income Fund 2027
Manulife Income Fund 2032
Manulife Income Fund 2037
Manulife Income Fund 2042
Manulife Income Fund 2047
Manulife Income Fund 2052
Manulife Income Fund 2057
Manulife Income Fund 2062
Manulife Income Fund 2067
Manulife International Equity Private Trust
Manulife International Focused Fund
Manulife International Value Equity Fund
Manulife Moderate Portfolio
Manulife Money Market Fund (formerly Manulife Money Market Private Trust)
Manulife Monthly High Income Class
Manulife Monthly High Income Fund
Manulife Quantitative Fixed Income Fund 2022
Manulife Quantitative Fixed Income Fund 2027
Manulife Quantitative Fixed Income Fund 2032
Manulife Quantitative Fixed Income Fund 2037
Manulife Quantitative Fixed Income Fund 2042
Manulife Simplicity Balanced Portfolio
Manulife Simplicity Conservative Portfolio
Manulife Simplicity Global Balanced Portfolio
Manulife Simplicity Growth Portfolio
Manulife Simplicity Moderate Portfolio
Manulife Strategic Balanced Yield Fund
Manulife Strategic Dividend Bundle
Manulife Strategic Income Fund
Manulife Strategic Investment Grade Global Bond Fund
Manulife Tactical Income Fund
Manulife U.S. All Cap Equity Class
Manulife U.S. All Cap Equity Fund
Manulife U.S. Balanced Private Trust
Manulife U.S. Balanced Value Private Trust
Manulife U.S. Dividend Income Class
Manulife U.S. Dividend Income Fund
Manulife U.S. Dollar Strategic Balanced Yield Fund
Manulife U.S. Dollar Strategic Income Fund
Manulife U.S. Dollar U.S. All Cap Equity Fund
Manulife U.S. Equity Fund
Manulife U.S. Equity Private Pool
Manulife U.S. Monthly High Income Fund
Manulife U.S. Opportunities Fund
Manulife U.S. Unconstrained Bond Fund (formerly Manulife U.S. Tactical Credit Fund)
Manulife Value Balanced Class
Manulife Value Balanced Fund
Manulife World Investment Class
Manulife World Investment Fund
Manulife Yield Opportunities Fund
Principal Regulator -- Ontario

Type and Date:

Final Simplified Prospectus dated August 2, 2018
NP 11-202 Receipt dated August 3, 2018

Offering Price and Description:

ADVISOR SERIES, SERIES B, SERIES C, SERIES CT6, SERIES D, SERIES F, SERIES FT6, SERIES GA, SERIES GF, SERIES H, SERIES HE, SERIES HH, SERIES I, SERIES J, SERIES K6, SERIES L, SERIES LT6, SERIES N AND SERIES T6 SECURITIES @ net asset value

Underwriter(s) or Distributor(s):

Manulife Asset Management Investments Inc.
Manulife Securities Incorporated
Manulife Securities Investment Services Inc.

Promoter(s):

N/A

Project #2783412

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Ninepoint UIT Alternative Health Fund
Ninepoint Enhanced Equity Class
Principal Regulator -- Ontario

Type and Date:

Amendment #1 to Final Simplified Prospectus dated July 26, 2018
NP 11-202 Receipt dated August 3, 2018

Offering Price and Description:

-

Underwriter(s) or Distributor(s):

N/A

Promoter(s):

Ninepoint Partners LP

Project #2745066

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Ninepoint Core Bond Fund
Principal Regulator -- Ontario

Type and Date:

Final Simplified Prospectus dated July 30, 2018
NP 11-202 Receipt dated July 31, 2018

Offering Price and Description:

Series A, Series F, Series PF, Series QF and Series I Units

Underwriter(s) or Distributor(s):

N/A

Promoter(s):

Ninepoint Partners L.P.

Project #2793186

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

PIMCO Balanced Income Fund (Canada)
PIMCO Canadian Total Return Bond Fund
PIMCO Flexible Global Bond Fund (Canada) (formerly, PIMCO Global Advantage Strategy Bond Fund (Canada))
PIMCO Investment Grade Credit Fund (Canada)
PIMCO Monthly Income Fund (Canada)
PIMCO Unconstrained Bond Fund (Canada)
Principal Regulator -- Ontario

Type and Date:

Final Simplified Prospectus dated July 30, 2018
NP 11-202 Receipt dated August 3, 2018

Offering Price and Description:

Series A, Series F, Series I, Series M and Series O units, Series A(US$), Series F(US$), Series I(US$), Series M(US$), Series O(US$), Series H, ETF Series and ETF(US$) Series units

Underwriter(s) or Distributor(s):

N/A

Promoter(s):

PIMCO Canada Corp.

Project #2789669

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

 

NON-INVESTMENT FUNDS

Issuer Name:

CLS Holdings USA, Inc.
Principal Regulator -- Ontario

Type and Date:

Preliminary Long Form Prospectus dated August 2, 2018
NP 11-202 Preliminary Receipt dated August 3, 2018

Offering Price and Description:

30,421,670 Common Shares and 30,421,670 Warrants
issuable upon deemed exercise of 30,421,670 Special Warrants
Price Per Special Warrant: CAD$0.45

Underwriter(s) or Distributor(s):

Canaccord Genuity Corp.

Promoter(s):

-

Project #2802520

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Crestview Exploration Inc.
Principal Regulator -- Alberta (ASC)

Type and Date:

Preliminary Long Form Prospectus dated July 31, 2018
Received on July 31, 2018

Offering Price and Description:

No Securities are being offered pursuant to this Prospectus

Underwriter(s) or Distributor(s):

-

Promoter(s):

-

Project #2801291

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

First Division Ventures Inc.
Principal Regulator -- British Columbia

Type and Date:

Preliminary Long Form Prospectus dated August 2, 2018
NP 11-202 Preliminary Receipt dated August 2, 2018

Offering Price and Description:

Minimum: $250,000.00 (1,250,000 Common Shares)
Maximum: $400,000.00 (2,000,000 Common Shares)
Price: $0.20 per Common Share

Underwriter(s) or Distributor(s):

Mackie Research Capital Corporation

Promoter(s):

Michael Mulberry

Project #2802130

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Perihelion Capital Ltd.
Principal Regulator -- British Columbia

Type and Date:

Preliminary CPC Prospectus (TSX-V) dated August 2, 2018
NP 11-202 Preliminary Receipt dated August 2, 2018

Offering Price and Description:

$250,000.00
2,500,000 Common Shares
Price: $0.10 per Common Share

Underwriter(s) or Distributor(s):

Mackie Research Capital Corporation

Promoter(s):

Alexandros Tzilios

Project #2802323

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Skarb Exploration Corp.
Principal Regulator -- Ontario

Type and Date:

Preliminary Long Form Prospectus dated August 1, 2018
NP 11-202 Preliminary Receipt dated August 1, 2018

Offering Price and Description:

1,401,500 Common Shares on Exercise of 1,401,500 Outstanding Special Warrants
Price Per Special Warrant: $0.10

Underwriter(s) or Distributor(s):

-

Promoter(s):

Craig Parry

Project #2801515

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Spirit Banner II Capital Corp.
Principal Regulator -- Ontario

Type and Date:

Amendment dated August 1, 2018 to Final CPC Prospectus (TSX-V) dated May 7, 2018
Received on August 1, 2018

Offering Price and Description:

Minimum Offering: $500,000.00 (5,000,000 Common Shares)
Maximum Offering: $1,000,000.00 (10,000,000 Common Shares)
Price: $0.10 per Offered Share

Underwriter(s) or Distributor(s):

Canaccord Genuity Corp.

Promoter(s):

Ali Haji

Project #2728130

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Tempus Capital Inc.
Principal Regulator -- Ontario

Type and Date:

Preliminary Long Form Prospectus dated August 1, 2018
NP 11-202 Preliminary Receipt dated August 1, 2018

Offering Price and Description:

No securities are being offered pursuant to this Prospectus

Underwriter(s) or Distributor(s):

-

Promoter(s):

Russell Tanz

Project #2801631

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Theralase Technologies Inc.
Principal Regulator -- Ontario

Type and Date:

Preliminary Shelf Prospectus dated July 30, 2018
NP 11-202 Preliminary Receipt dated July 31, 2018

Offering Price and Description:

$100,000,000.00
Common Shares
Warrants
Units
Subscription Receipts

Underwriter(s) or Distributor(s):

-

Promoter(s):

-

Project #2800145

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Cassowary Capital Corporation Limited
Principal Regulator -- Alberta (ASC)

Type and Date:

Final CPC Prospectus (TSX-V) dated July 30, 2018
NP 11-202 Receipt dated August 1, 2018

Offering Price and Description:

$400,000.00 or 4,000,000 Common Shares
Price: $0.10 per Common Share

Underwriter(s) or Distributor(s):

Richardson GMP Limited

Promoter(s):

Stuart M. Olley

Project #2784321

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

InterRent Real Estate Investment Trust
Principal Regulator -- Ontario

Type and Date:

Final Short Form Prospectus dated August 1, 2018
NP 11-202 Receipt dated August 1, 2018

Offering Price and Description:

$100,003,500.00 -- 9,390,000 trust units
Price: $10.65 per Offered Unit

Underwriter(s) or Distributor(s):

Desjardins Securities Inc.
Scotia Capital Inc.
BMO Nesbitt Burns Inc.
RBC Dominion Securities Inc.
TD Securities Inc.
Canaccord Genuity Corp.
National Bank Financial Inc.
CIBC World Markets Inc.
Echelon Wealth Partners Inc.
Raymond James Ltd.
GMP Securities L.P.
Industrial Alliance Securities Inc.

Promoter(s):

-

Project #2797117

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Kalytera Therapeutics, Inc.
Principal Regulator -- British Columbia

Type and Date:

Final Short Form Prospectus dated August 1, 2018
NP 11-202 Receipt dated August 1, 2018

Offering Price and Description:

Maximum: $10,000,000.00 (90,909,091 Units)
Minimim: $3,000,000.00 (27,272,728 Units)
Price: $0.11 Per Unit

Underwriter(s) or Distributor(s):

Echelon Wealth Partners Inc.

Promoter(s):

-

Project #2794205

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Shopify Inc.
Principal Regulator -- Ontario

Type and Date:

Final Shelf Prospectus dated August 3, 2018
NP 11-202 Receipt dated August 3, 2018

Offering Price and Description:

$5,000,000,000.00
Class A Subordinate Voting Shares
Preferred Shares
Debt Securities
Warrants
Subscription Receipts
Units

Underwriter(s) or Distributor(s):

-

Promoter(s):

-

Project #2799922

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Wolf Acquisition Corp.
Principal Regulator -- Ontario

Type and Date:

Final CPC Prospectus (TSX-V) dated August 2, 2018
NP 11-202 Receipt dated August 3, 2018

Offering Price and Description:

$300,000.00 (3,000,000 Common Shares)
Price: $0.10 per Common Share

Underwriter(s) or Distributor(s):

Richardson GMP Limited

Promoter(s):

-

Project #2794518

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

 

Chapter 12 -- Registrations

Registrants

Type

Company

Category of Registration

Effective Date

 

From: Portfolio Manager, Exempt Market Dealer and Investment Fund Manager

Change in Registration Category

Gemini Asset Management Inc.

July 31, 2018

To: Portfolio Manager

 

New Registration

Sona Wealth Counsel Inc.

Portfolio Manager

August 1, 2018

 

Consent to Suspension (Pending Surrender)

Cockfield Porretti Cunningham Investment Counsel Inc.

Portfolio Manager

August 1, 2018

 

From: Portfolio Manager, and Exempt Market Dealer

Change in Registration Category

StoneCastle Investment Management Inc.

August 1, 2018

To: Investment Fund Manager, Portfolio Manager and Exempt Market Dealer

 

New Registration

Amuka Capital Corp.

Exempt Market Dealer

August 2, 2018

 

Chapter 13 -- SROs, Marketplaces, Clearing Agencies and Trade Repositories

IIROC -- Amendments Respecting the Reporting of Certain Trades to Acceptable Foreign Trade Reporting Facilities -- Notice of Commission Approval

NOTICE OF COMMISSION APPROVAL

INVESTMENT INDUSTRY REGULATORY ORGANIZATION OF CANADA (IIROC)

AMENDMENTS RESPECTING THE REPORTING OF CERTAIN TRADES TO ACCEPTABLE FOREIGN TRADE REPORTING FACILITIES

The Ontario Securities Commission has approved IIROC's proposed amendments to the Universal Market Integrity Rules respecting the reporting of certain trades to acceptable foreign trade reporting facilities (the "Amendments").

The Amendments were described in IIROC Notice 17-0111 -- Re-Publication of Proposed Amendments Respecting the Reporting of Certain Trades to Acceptable Foreign Trade Reporting Facilities that was published on May 25, 2017, and available at http://www.iiroc.ca.

The effective date for the Amendments is November 7, 2018.

In addition, the Alberta Securities Commission, the Autorité des marchés financiers, the British Columbia Securities Commission, the Financial and Consumer Affairs Authority of Saskatchewan, the Financial and Consumer Services Commission of New Brunswick, the Manitoba Securities Commission, the Nova Scotia Securities Commission, the Office of the Superintendent of Securities, Service Newfoundland and Labrador, and the Prince Edward Island Office of the Superintendent of Securities Office have approved or not objected to the Amendments.

 

IIROC -- Proposed Amendments to Dealer Member Rules and Form 1 Regarding the Securities Concentration Test and Designated Rating Organizations -- Request for Comment

REQUEST FOR COMMENT

INVESTMENT INDUSTRY REGULATORY ORGANIZATION OF CANADA (IIROC)

PROPOSED AMENDMENTS TO DEALER MEMBER RULES AND FORM 1 REGARDING THE SECURITIES CONCENTRATION TEST AND DESIGNATED RATING ORGANIZATIONS

IIROC is publishing for public comment proposed amendments to its Dealer Member Rules (DMRs) and Form 1 regarding the securities concentration test and designated rating organizations (the Proposed Amendments). The Proposed Amendments introduce debt securities with a normal margin rate of 10% or less (debt securities margined at <=10%) into the existing securities concentration test. The Proposed Amendments also update the use of credit ratings, and references to credit rating agencies, in the DMRs and Form 1. The primary objective of the Proposed Amendments is to prevent undue concentrations in certain debt securities margined at <=10%.

A copy of the IIROC Notice including the Proposed Amendments is published on our website at http://www.osc.gov.on.ca. The comment period ends on Thursday, November 8, 2018.

 

CSE -- Amendments to Trading System Functionality and Features -- Significant Change Subject to Public Comment -- Notice and Request for Comment

CANADIAN SECURITIES EXCHANGE

SIGNIFICANT CHANGE SUBJECT TO PUBLIC COMMENT

AMENDMENTS TO TRADING SYSTEM FUNCTIONALITY & FEATURES

NOTICE AND REQUEST FOR COMMENT

CNSX Markets Inc., (CSE or the Exchange) is filing this Notice in accordance with the Process for the Review and Approval of Rules and Information Contained in Form 21-101F1 and the Exhibits Thereto attached as Appendix B to the Exchange's recognition order ("Protocol"). The Exchange intends to implement enhancements to its trading system in response to customer feedback. The enhancements, including new order types and additional features for existing order types, are described below.

A. Description of the Proposed Changes

CSE At The Touch Pegged Orders

At The Touch pegged orders are dark orders that will be pegged to the same side of the Protected National Best Bid and Offer (NBBO) at the NBBO price.

• Buy orders will be pegged to the national best bid and sell orders will be pegged to the national best offer.

• At The Touch pegged orders will not participate with contra orders unless the contra order is at least 50 board lots or $100,000.

• At The Touch pegged orders will trade only after all visible orders in the CSE book at the NBBO have traded.

• If the NBBO is locked or crossed the At The Touch pegged order will not trade. Orders can be entered when the NBBO is locked or crossed but will not be priced or placed into the book until the condition is cleared.

• At The Touch pegged orders are available on Equity and Exchange Traded Funds (ETF) instrument types only.

• At The Touch pegged orders will expire at the end of each day.

• At The Touch pegged orders can be entered in any session where order entry is permitted but are only tradeable in continuous trading and only when the pegged order matching session has been enabled. (Peg Session is 9:30am -- 4:00pm)

• At The Touch Orders will not interact with contra Seek Dark orders if there are visible orders in the book at the same price or if the contra Seek Dark orders are marked as Always Seek Price Improvement.

CSE Limit On Open (LOO) Order

LOO orders are orders entered during the pre-opening period or during trade halts that when the market opens will only trade during the opening match.

• LOO orders will only be accepted during a pre-open or halted state.

• LOO orders will not be included in the opening price calculation and will have no effect on the Calculated Opening Price (COP).

• LOO orders will trade as Limit priced orders at the end of the open match.

• LOO orders will only trade with remaining tradeable volume at the opening price and only after any other tradeable orders in the opening match have traded.

• LOO order having any remaining volume following the opening match will be cancelled and not booked.

• LOO orders will expire at the end of each day (i.e. if there is no continuous trading).

• LOO orders will trade in the order of firm and time priority.

• LOO orders appear in the book at the COP.

• LOO orders may trade with other LOO orders at the COP.

• LOO orders can participate in the Guaranteed Minimum Fill (GMF) if marked eligible and do not exceed the GMF volume.

CSE Seek Dark -- Price Improved Only

The Price Improved Only option on a CSE Seek Dark order will inhibit the order from interacting with any pegged orders that do not offer price improvement, specifically At The Touch orders.

• The option is only available on CSE Seek Dark orders.

• If the option is not present on a Seek Dark order, the order will interact with any tradeable pegged orders in the book, including orders at the NBBO (At The Touch orders) if the order qualifies.

Pegged Order -- Max Qty

Max Qty will be introduced as an option allowing pegged orders to have a maximum trade volume.

• Max Qty will only be supported on pegged order types.

• Max QTY pegged orders will only interact with contra orders when the volume of the contra order is equal to or less than the maximum volume specified in the Max Qty pegged order. Contra orders with greater volume will be allowed to trade through the Max Qty order to interact with other pegged or lit orders in the book.

• On receipt, (while acting as an active order) Max Qty orders will interact with existing tradeable contra dark orders in the book regardless of volume.

• The Max Qty value will be specified on the pegged order using a new order tag. The tag will be populated with an integer multiplier value that will define the maximum quantity as the order's volume times the multiplier. (e.g. an order with volume of 200 shares having a multiplier value of 2 would define the maximum quantity value as 400 shares).

• The Max Qty option will be available in combination with the Post Only option.

• The Max Qty option will be available in combination with the Min QTY option.

• Notwithstanding the above stated behaviour, orders with the Max QTY option will maintain the same behaviour, restrictions and trading rules as the pegged order type to which the Max Qty option is applied.

Broker Preferencing -- for Non-attributed Dark orders

The behaviour of pegged orders will be amended such that broker preferencing will be available and applied on active or passive dark orders including dark orders that are non-attributed (anonymous.)

• The addition of broker preferencing to anonymous dark orders will not change how the resulting trades are publicly reported. The unattributed side of the trade will remain unattributed.

Examples can be found on the CSE website:

http://www.thecse.com/en/support/dealers/order-types-and-functionality

B. Expected Implementation Date: Q3 2018 / Q1 2019

C. Rationale and Analysis

CSE is offering the At The Touch, Market on Open, Price Improved Only to Seek Dark and Broker Preferencing for Non-attributed Dark orders in response to customer demand. The demand is for the functionality as well as consistency with the other marketplaces in Canada that have offered similar order types and options. CSE is offering the Maximum Quantity option to provide customers with additional risk mitigation tools.

The use of these order type is optional for participants.

D. Expected Impact

The expected impact is a more seamless and simplified workflow for Industry stakeholders. The changes respond to customer demand, and provide competition with the offerings of other market places. The use of these order types is optional.

E. Compliance with Ontario Securities Law

There will be no impact on the CSE's compliance with Ontario securities law. The changes do not alter any of the requirements for fair access or the maintenance of fair and orderly markets.

F. Technology Changes

Clients already support most of these features on other Canadian marketplaces and therefore we do not anticipate there to be a material effort. The new order types are optional but would require minimal effort to implement.

G. Other Markets or Jurisdictions

The table below identifies on which markets the proposed functionality is currently available.

ORDER TYPE

MARKETS AVAILABLE

 

At The Touch

MatchNow, TMX

 

Price Improved Only Option for Seek Dark Order

MatchNow, TMX

 

Limit On Open

TMX

 

Pegged Order -- Max Qty

None

 

Broker Preferencing -- for Non-attributed Dark orders

MatchNow

Comments

Please submit comments on the proposed amendments no later than September 10, 2018 to:

Mark Faulkner
Market Regulation Branch
Vice President, Listings and Regulation
Ontario Securities Commission
CNSX Markets Inc.
20 Queen Street West, 20th Floor
220 Bay Street, 9th Floor
Toronto, ON, M5H 3S8
Toronto, ON, M5J 2W4
Fax: 416.595.8940
Fax: 416.572.4160
Email: <<marketregulation@osc.gov.on.ca>>
Email: <<Mark.Faulkner@thecse.com>>

 

CSE -- Application of Continued Listing Requirements -- Notice of Approval

CANADIAN SECURITIES EXCHANGE

NOTICE OF APPROVAL

APPLICATION OF CONTINUED LISTING REQUIREMENTS

INTRODUCTION

In accordance with the Process for the Review and Approval of Rules and the Information Contained in Form 21-101F1 (the "Protocol"), CNSX Markets Inc. ("CSE") has adopted, and the Ontario Securities Commission (OSC) has approved, significant changes to CSE Policy 3 -- Suspensions and Disqualification; Policy 1 -- Interpretation and General Provisions; Policy 6 -- Distributions.

On January 5, 2017, CSE proposed certain continued listing requirements ("CLR") in Notice 2017-001 Request for Comments -- Continued Listing Requirements ("CLR Notice"). Also included in Notice 2017-001 were proposed public interest amendments to Policy 3 -- Suspensions, Halts and Disqualifications. Specifically, section 5 of Policy 3 was added to support the CLR.

On April 26, 2018, CSE published Notice 2018-004 -- Public Interest Rule Amendment -- Application of Continued Listing Requirements -- Notice and Request for Comments. CSE proposed to introduce specific restrictions on companies not meeting the CLR.

DESCRIPTION OF THE AMENDMENTS

CLR are intended to promote investor confidence by providing a threshold below which companies will not qualify for continued listing on an exchange. The amendments also provide clarity and transparency in the application of the CLR, and include additional measures, such as the restrictions proposed in section 5.2 of Policy 3, to ensure that an issuer's resources are directed towards developing or pursuing a business, rather than promoting a company without one or preparing the issuer as a listed shell company.

The full text of the amendments is available in Notice 2018-0004:

http://thecse.com/en/about/publications/notices/notice-2018-004-public-interest-rule-amendment-application-of-continued

The amended policies are available on the CSE website under http://thecse.com/support/listed-companies/policies

IMPLEMENTATION

The amendments are effective immediately.

Questions about this notice may be directed to:

Mark Faulkner, Vice President Listings & Regulation,
Mark.Faulkner@thecse.com, or 416-367-7341

 

Aequitas NEO Exchange -- Proposed Trading of Foreign-Listed Structured Products -- OSC Staff Notice of Request for Comment

REQUEST FOR COMMENTS

AEQUITAS NEO EXCHANGE

PROPOSED TRADING OF FOREIGN-LISTED STRUCTURED PRODUCTS

Aequitas NEO Exchange Inc. ("NEO" or the "NEO Exchange") is seeking to trade certain foreign-listed structured products ("Foreign-Listed Structured Product Notes") on an unlisted basis ("Cross-trading").

The Foreign-Listed Structured Product Notes will be foreign exchange-traded securities within the definition in National Instrument 21-101 Marketplace Operation ("NI 21-101"). As foreign exchange-traded securities, the trading of Foreign-Listed Structured Product Notes on NEO Exchange will be subject to section 5.9 of NI 21-101 with respect to providing a risk disclosure statement to, and prior to accepting the first order obtaining acknowledgement from, market participants, and sections 7.3 and 7.4 on NI 21-101 with respect to order and trade transparency requirements.

A copy of the NEO Exchange notice is published on our website at www.osc.gov.on.ca. The NEO Exchange notice includes the universe of Foreign-Listed Structured Product Notes that will be considered initially for Cross-trading, and the conditions NEO proposes to apply, given the nature of the securities, to ensure the Foreign-Listed Structured Product Notes are meaningfully traded in the foreign markets and to assess the issuers' creditworthiness, and operational considerations.

 

CDS -- Technical Amendments to CDS Procedures -- Housekeeping Changes -- Notice of Effective Date

NOTICE OF EFFECTIVE DATE

TECHNICAL AMENDMENTS TO CDS PROCEDURES -- HOUSEKEEPING CHANGES

JULY 2018

[Editor's Note: The above date was corrected online on August 9, 2018.]

The Ontario Securities Commission is publishing Notice of Effective Date -- Technical Amendments to CDS Procedures -- Housekeeping Changes -- July 2018. The CDS procedure amendments were reviewed and non-disapproved by CDS's strategic development review committee (SDRC) on July 26, 2018.

[Editor's Note: The date in the notice title above was corrected online on August 9, 2018.]

A copy of the CDS Notice is on our website http://www.osc.gov.on.ca

 

Chapter 25 -- Other Information

Montan Mining Corp. -- s. 4(b) of Ont. Reg. 289/00 under the OBCA

Headnote

Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the British Columbia Business Corporations Act.

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181.

Securities Act, R.S.O. 1990, c. S.5, as am.

Regulations Cited

Ont. Reg. 289/00, as am., s. 4(b), made under the Business Corporations Act, R.S.O. 1990, c. B.16, as am.

IN THE MATTER OF R.R.O. 1990, REGULATION 289/00, AS AMENDED (the REGULATION) UNDER THE BUSINESS CORPORATIONS ACT (ONTARIO), R.S.O. 1990 c. B.16, AS AMENDED (the OBCA) AND IN THE MATTER OF MONTAN MINING CORP.

CONSENT (Subsection 4(b) of the Regulation)

UPON the application of Montan Mining Corp. (the Applicant) to the Ontario Securities Commission (the Commission) requesting the Commission's consent to the Applicant continuing in another jurisdiction pursuant to section 181 of the OBCA (the Continuance);

AND UPON considering the application and the recommendation of staff of the Commission;

AND UPON the Applicant having represented to the Commission that:

1. The Applicant is an offering corporation under the OBCA.

2. The Applicant's common shares are listed and posted for trading on the TSX Venture Exchange (the TSXV) under the symbol "MNY", and on the Frankfurt Stock Exchange and the Santiago Stock Exchange (together with the TSXV, the Exchanges) under the symbols "S5GN" and "MNYCL", respectively. As at July 11, 2018, the Applicant had 61,132,586 issued and outstanding common shares.

3. The Applicant intends to apply to the Director pursuant to section 181 of the OBCA (the Application for Continuance) for authorization to continue as a corporation under the Business Corporations Act (British Columbia), S.B.C. 2002, c.57 (the BCBCA).

4. The Application for Continuance is being made to move the Applicant's jurisdiction of incorporation to the jurisdiction in which its business is being operated, as the Applicant's management and head office are in British Columbia. Following the proposed Continuance, the Applicant's registered office, which is currently located in Ontario, will be relocated to British Columbia.

5. The material rights, duties and obligations of a corporation governed by the BCBCA are substantially similar to those of a corporation governed by the OBCA.

6. The Applicant is a reporting issuer under the Securities Act, R.S.O. 1990, c.S.5, as amended (the Act) and the Securities Act (British Columbia), R.S.B.C. 1996, c.418 (together with the Act, the Legislation). It will remain a reporting issuer in Ontario and British Columbia following the proposed Continuance.

7. The Applicant is not in default of any of the provisions of the OBCA or the Legislation, including the regulations made thereunder.

8. The Applicant is not subject to any proceeding under the OBCA or the Legislation.

9. The Applicant is not in default of any provision of the rules, regulations or policies of the Exchanges.

10. The British Columbia Securities Commission is the principal regulator of the Applicant and will continue to be its principal regulator after the proposed Continuance.

11. The Applicant's information circular dated May 7, 2018 for its annual general and special meeting of shareholders, held on June 7, 2018 (the Shareholders Meeting), disclosed the reasons for, and the implications of, the proposed Continuance. It also disclosed full particulars of the dissent rights of the Applicant's shareholders under section 185 of the OBCA.

12. The Applicant's shareholders approved the proposed Continuance at the Shareholders Meeting by a special resolution that was approved by 99.50% of the votes cast; no shareholder exercised dissent rights pursuant to section 185 of the OBCA.

13. Subsection 4(b) of the Regulation requires the Application for Continuance to be accompanied by a consent from the Commission.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

THE COMMISSION CONSENTS to the continuance of the Applicant under the BCBCA.

DATED at Toronto, Ontario this 1st day of August, 2018.

"Lawrence P. Haber"
Commissioner
Ontario Securities Commissioner
 
"Peter W. Currie"
Commissioner
Ontario Securities Commissioner