Ontario Securities Commission Bulletin

Issue 44/22 - June 03, 2021

Ont. Sec. Bull. Issue 44/22

Table of Contents

Chapter 1 - Notices

Notices

• OSC Notice of Local Amendments to National Instrument 81-105 Mutual Fund Sales Practices, Local Changes to Companion Policy 81-105 Mutual Fund Sales Practices and Related Consequential Local Amendments and Changes -- Prohibition of Deferred Sales Charges for Mutual Funds

Notices from the Office of the Secretary

• Jonathan Cartu et al.

• Jonathan Cartu et al.

• Alvin Jones

• Plateau Energy Metals Inc. et al.

• Threegold Resources Inc.

• Strike Holdings Inc. et al.

• Daniel Sheehan

• Trevor Rosborough et al.

• Strike Holdings Inc. et al.

• Wilks Brothers, LLC

Chapter 2 - Decisions, Orders and Rulings

Decisions

• I.G. Investment Management, Ltd. et al.

• I.G. Investment Management, Ltd. et al.

• Arrow Capital Management Inc. and Exemplar Investment Grade Fund

• Generation IACP Inc. and Generation PMCA Corp.

• BMO Investments Inc. et al.

Orders

• Alvin Jones

• Plateau Energy Metals Inc. et al.

• Cuspis Capital Ltd. -- s. 1(6) of the OBCA

• Daniel Sheehan

• Trevor Rosborough et al.

• Strike Holdings Inc. et al. -- ss. 127(8), 127(1)

• Sunrise Energy Metals Limited (formerly Clean TEQ Holdings Limited)

Orders with Related Settlement Agreements

• Jonathan Cartu et al. -- ss. 127, 127.1

Chapter 3 - Reasons: Decisions, Orders and Rulings

OSC Decisions

• Jonathan Cartu et al. -- ss. 127, 127.1

• Threegold Resources 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

Clearing Agencies

• Canadian Derivatives Clearing Corporation (CDCC) -- Proposed Amendments to the Risk Manual of CDCC with Respect to the Initial Margin Model for Bond Derivatives -- OSC Staff Notice of Request for Comment

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

Chapter 1 -- Notices

OSC Notice of Local Amendments to National Instrument 81-105 Mutual Fund Sales Practices, Local Changes to Companion Policy 81-105 Mutual Fund Sales Practices and Related Consequential Local Amendments and Changes -- Prohibition of Deferred Sales Charges for Mutual Funds

OSC NOTICE OF LOCAL AMENDMENTS TO NATIONAL INSTRUMENT 81-105 MUTUAL FUND SALES PRACTICES, LOCAL CHANGES TO COMPANION POLICY 81-105 MUTUAL FUND SALES PRACTICES AND RELATED CONSEQUENTIAL LOCAL AMENDMENTS AND CHANGES PROHIBITION OF DEFERRED SALES CHARGES FOR MUTUAL FUNDS

June 3, 2021

Introduction

The Ontario Securities Commission (the OSC or we) is adopting:

• local amendments to National Instrument 81-105 Mutual Fund Sales Practices (NI 81-105),

• local changes to Companion Policy 81-105 Mutual Fund Sales Practices (81-105CP),

• related consequential local amendments to National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101) and National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103), and

• related consequential local changes to Companion Policy 81-101 Mutual Fund Prospectus Disclosure (81-101CP) and Companion Policy 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (31-103CP)

in Ontario (collectively, the Amendments).

The Amendments prohibit the payment by fund organizations (as defined below) of upfront sales commissions to dealers, which will result in the discontinuation of all forms of the deferred sales charge option (collectively, the DSC option).{1}

Prior to finalizing the Amendments, we explored two separate proposals aimed at addressing the investor protection issues arising from the use of the DSC option in the sale of mutual fund securities. The first proposal, the Proposed Amendments (as defined below), sought to ban the DSC option, while the second proposal, the Proposed OSC Rule 81-502 (as defined below), sought to impose restrictions on the use of the DSC option that were designed to mitigate potential negative investor outcomes associated with the DSC option.

After carefully considering the comments received in response to both options, which overwhelmingly expressed support for a harmonized Canada-wide ban on the DSC option, we have concluded that an outright ban on the DSC option is the best path forward. In particular, investors will no longer be subject to the "lock-in"{2} effect associated with the DSC option and the potential for mis-selling will be reduced. We also note that industry innovation over the past few years has opened significant new avenues for investors with smaller accounts at an affordable cost.

Ministerial approval is required for the implementation of the Amendments. The Amendments, as well as other required materials, will be delivered to the Minister of Finance on or about June 3, 2021. The Minister may approve or reject these Amendments or return them for further consideration. If the Minister approves the Amendments or does not take any further action, the Amendments will come into force in Ontario on June 1, 2022.

The text of the Amendments is contained in Annexes C, D, E, F, G and H of this notice and will also be available on websites of the OSC at www.osc.ca.

Substance and Purpose

The Amendments, together with the enhanced conflict of interest mitigation framework for dealers and representatives under detailed reforms to NI 31-103 (the Client Focused Reforms) published on October 3, 2019, comprise the OSC's policy response to the investor protection and market efficiency issues we have identified with the use of the DSC option. The Amendments restrict the compensation that members of the organization of publicly-offered mutual funds (fund organizations) may pay to participating dealers, and that participating dealers may solicit and accept in connection with the distribution of mutual fund securities.

The Amendments address the conflict of interest that arises from the payment of the upfront sales commission by fund organizations to dealers for mutual fund sales made under the DSC option that can incentivize dealers and their representatives to make self-interested investment recommendations to the detriment of investor interests.

More specifically, by prohibiting fund organizations from paying upfront sales commissions to participating dealers, the Amendments will correspondingly eliminate the need for fund organizations to finance the cost of these commissions, which we expect will in turn eliminate the need for the following two features of the DSC option:

(a) the redemption fee schedule, representing the period of time the fund organization requires the investor to remain invested in the mutual fund in order to recoup its financing costs (through management fees charged to the fund), and

(b) the redemption fee, which essentially functions as a default penalty allowing the investment fund manager to recoup its financing costs in the event the investor redeems from the mutual fund prior to the end of the redemption fee schedule.

Background

The Amendments were developed over the course of an extensive consultation process.

CSA Consultation Paper 81-408

On January 10, 2017, the Canadian Securities Administrators (CSA) published for comment CSA Consultation Paper 81-408 Consultation on the Option of Discontinuing Embedded Commissions{3} (the Consultation Paper), which identified and discussed key investor protection and market efficiency issues arising from mutual fund embedded commissions.{4} The Consultation Paper sought specific feedback, including evidence-based and data-driven analysis and perspectives, on the option of discontinuing embedded commissions as a regulatory response to the identified issues and on the potential impacts to both market participants and investors of such a change, to enable the CSA to make an informed policy decision on whether to pursue this option or consider alternative policy changes.

CSA Staff Notice 81-330

On June 21, 2018, the CSA published CSA Staff Notice 81-330 Status report on Consultation on Embedded Commissions and Next Steps{5} (CSN 81-330) which proposed the following policy changes:

1. to implement enhanced conflict of interest mitigation rules and guidance for dealers and representatives requiring that all existing and reasonably foreseeable conflicts of interest, including conflicts arising from the payment of embedded commissions, be addressed in the best interests of clients or avoided;

2. to prohibit all forms of the DSC option and their associated upfront commissions in respect of the purchase of securities of a prospectus qualified mutual fund; and

3. to prohibit the payment of trailing commissions to, and the solicitation and acceptance of trailing commissions by, dealers who do not make a suitability determination in connection with the distribution of securities of a prospectus qualified mutual fund.

In addition to announcing the CSA's policy decision and providing a summary of the consultation process and the feedback received, CSN 81-330 provided an overview of the regulatory concerns that the proposed policy changes aimed to address, and also discussed why CSA members were not proposing to ban all forms of embedded commissions.

The Proposed Amendments

On September 13, 2018, the CSA published proposed amendments{6} (the Proposed Amendments) to:

• prohibit investment fund managers from paying upfront commissions to dealers, which would result in the discontinuation of the DSC option, and

• prohibit the payment of trailing commissions to dealers who are not subject to a suitability requirement, such as dealers who do not provide investment recommendations, in connection with the distribution of prospectus qualified mutual fund securities.

The 90-day comment period ended on December 13, 2018.

CSA Staff Notice 81-332

On December 19, 2019, the CSA published CSA Staff Notice 81-332 Next Steps on Proposals to Prohibit Certain Investment Fund Embedded Commissions{7} (CSN 81-332) to announce that the CSA, with the exception of the OSC (the Participating Jurisdictions), would publish final amendments that would prohibit the DSC option in early 2020.

CSN 81-332 also announced that all members of the CSA will publish for adoption final amendments later in 2020 to prohibit payments of trailing commissions to dealers who do not make a suitability determination.

OSC Staff Notice 81-730

Also on December 19, 2019, the OSC published OSC Staff Notice 81-730 Consideration of Alternative Approaches to Address Concerns Related to Deferred Sales Charges{8} to announce that the OSC would explore alternative approaches for addressing the investor protection concerns arising from the use of the DSC option.

Multilateral CSA Notice of Amendments to National Instrument 81-105 Mutual Fund Sales Practices

On February 20, 2020, the CSA, with the exception of Ontario, published Multilateral CSA Notice of Amendments to National Instrument 81-105 Mutual Fund Sales Practices, Changes to Companion Policy 81-105CP to National Instrument 81-105 Mutual Fund Sales Practices and Changes to Companion Policy 81-101CP to National Instrument 81-101 Mutual Fund Prospectus Disclosure relating to Prohibition of Deferred Sales Charges for Investment Funds{9} (the 2020 Multilateral CSA Notice). The amendments published in the 2020 Multilateral CSA Notice prohibit the payment by fund organizations of upfront sales commissions to dealers, which results in the discontinuation of all forms of the DSC option, including low-load options (the Multilateral DSC Ban). The Multilateral DSC Ban comes into force on June 1, 2022 in all CSA jurisdictions, except in Ontario.

Proposed OSC Rule 81-502

Also on February 20, 2020, the OSC published for comment proposed Ontario Securities Commission Rule 81-502 Restrictions on the Use of the Deferred Sales Charge Option for Mutual Funds{10} (the Proposed OSC Rule 81-502) to introduce restrictions on the use of the DSC option that are designed to mitigate potential negative investor outcomes. In particular, the restrictions are intended to address the "lock-in" effect associated with the DSC option and reduce the potential for mis-selling, while allowing dealers to offer the DSC option to clients with smaller accounts.

CSA Notice of Amendments to National Instrument 81-105 Mutual Fund Sales Practices

On September 17, 2020, the CSA published CSA Notice of Amendments to National Instrument 81-105 Mutual Fund Sales Practices and Related Consequential Amendments, Prohibition of Mutual Fund Trailing Commissions Where No Suitability Determination Was Required{11} (the CSA Trailing Commission Ban Notice). The amendments published in the CSA Trailing Commission Ban Notice prohibit the payment of mutual fund trailing commissions from fund organizations to dealers who are not subject to the obligation to make a suitability determination under section 13.3 of NI 31-103, or under the corresponding rules and policies of the Investment Industry Regulatory Organization of Canada (IIROC) and the Mutual Fund Dealers Association of Canada (MFDA) (the Trailing Commission Ban). The Trailing Commission Ban comes into force on June 1, 2022 in all CSA jurisdictions.

OSC Staff Notice 81-731

On May 7, 2021, the OSC published OSC Staff Notice 81-731 Next Steps on Deferred Sales Charges{12} to announce that the OSC will publish for adoption final amendments to prohibit the DSC option. The OSC also announced that the DSC ban in Ontario will come into force on June 1, 2022, to coincide with the in-force date of the Multilateral DSC Ban.

Summary of Written Comments Received by the CSA on the Proposed Amendments

The CSA received 56 comment letters on the Proposed Amendments. We thank everyone who provided comments. A summary of the comments together with our responses are set out in Annex A. The names of the commenters are also set out in Annex A.

Copies of the comment letters are posted on the website of the OSC at www.osc.ca.

Summary of Written Comments Received by the OSC on the Proposed OSC Rule 81-502

The OSC received 34 comment letters on the Proposed OSC Rule 81-502. We thank everyone who provided comments. A summary of the comments together with our responses are set out in Annex B. The names of the commenters are also set out in Annex B.

Copies of the comment letters are posted on the website of the OSC at www.osc.ca.

Adoption of the Proposed Amendments and Summary of Changes

After considering the comments received both on the Proposed Amendments and on Proposed OSC Rule 81-502, we have decided to proceed with finalizing the Proposed Amendments, which will result in a ban on the DSC option, as opposed to merely restricting the use of the DSC option, as proposed by Proposed OSC Rule 81-502. We have made some non-material changes to the Proposed Amendments. These changes are consistent with the amendments that were published as annexes to the 2020 Multilateral CSA Notice.{13} As these changes are not material, we are not republishing the Amendments for a further comment period.

The following is a summary of the key changes that we have made to the Proposed Amendments:

• Definition of "trailing commission" in NI 81-105

After consideration of the comments received, we have not added a definition of "trailing commission" as proposed in the Proposed Amendments, as it is not needed.

• Section 4.1.1 of 81-105CP

We did not add section 4.1.1 of 81-105CP as proposed in the Proposed Amendments because it is a statement regarding the operation of NI 81-105, rather than guidance, and is not necessary. We did add section 4.1.2 of 81-105CP as proposed in the Proposed Amendments as it provides clarification that the front-end load option is not impacted by the Amendments to NI 81-105. We have re-numbered section 4.1.2 of 81-105CP as section 4.1.1 and changed the sub-heading from "Means of payment" to "Front-end load sales option" for clarity.

• Consequential Local Amendments to NI 81-101, i.e. Form 81-101F1 Contents of Simplified Prospectus (Form 81-101F1) and Form 81-101F3 Contents of Fund Facts Document (Form 81-101F3)

Once the Amendments come into effect, the provisions requiring disclosure of the DSC option in the simplified prospectus and the fund facts document will no longer be applicable as the DSC option will no longer be offered. We have made consequential local amendments to Form 81-101F1 and Form 81-101F3 to remove references to the DSC option. These consequential local amendments were proposed in the Proposed Amendments or are otherwise considered to be non-material changes.

Any consequential amendments to Form 81-101F1 and Form 81-101F3 proposed in the Proposed Amendments which did not remove references to the DSC option are not considered to be necessary and are not included in the Amendments.

• Consequential Local Changes to 81-101CP

We have made non-material changes to the sample fund facts document in Appendix A of 81-101CP to remove references to the DSC option.

• Consequential Local Amendments to NI 31-103

We have made consequential local amendments to NI 31-103 as proposed in the Proposed Amendments but have made non-material changes to the amendments based on the most recent version of NI 31-103.

• Consequential Local Changes to 31-103CP

We have made non-material consequential local changes to 31-103CP to correspond with the consequential local amendments to NI 31-103.

The other CSA jurisdictions intend to publish corresponding consequential amendments to NI 81-101 and NI 31-101 and consequential changes to 81-101CP and 31-103CP in a separate publication.

Effective Date

The Amendments will take effect on June 1, 2022 (the Effective Date). As of the Effective Date, compliance with the new rules will immediately be expected.

Discontinuation of DSC option:

We anticipate that the period between the publication of this notice and the Effective Date will provide sufficient time for dealer firms and representatives who currently make use of the DSC option to transition their practices and operational systems and processes. For some dealer firms, this may also require a reassessment of their internal compensation arrangements. We believe this should also give investment fund managers enough time to revise their mutual funds' simplified prospectuses and fund facts documents to reflect the discontinuation of the DSC option in the Ontario. Further to the publication of the 2020 Multilateral CSA Notice, affected dealer firms and investment fund managers are already moving towards the implementation of a Multilateral DSC Ban.

Mutual fund investments purchased under the DSC option prior to the Effective Date will not have to be converted to the front-end load option or other sales charge option. Instead, the redemption schedules on those existing DSC holdings as of the Effective Date will be allowed to run their course until their scheduled expiry. Fund organizations will therefore be allowed to charge redemption fees on those existing holdings that are redeemed prior to the expiry of the applicable redemption schedule. Any new mutual fund purchases made as of the Effective Date, however, will need to be made in compliance with the new rules.

In the case of a prospectus that is receipted prior to the Effective Date and lapses after the Effective Date, OSC staff take the view that the discontinuance of the DSC option, effective on the Effective Date, would constitute a material change as defined in National Instrument 81-106 Investment Fund Continuous Disclosure. Accordingly, amendments would be required to both the simplified prospectus and fund facts documents to remove the applicability of any references to the DSC option and any commissions associated with the DSC option in Ontario. In lieu of such amendments, for prospectuses that are receipted prior to the Effective Date, the simplified prospectus and the fund facts documents may provide disclosure to state that the DSC option will not be available as of the Effective Date in Ontario. Such disclosure can be provided under the heading, "Fees and Expenses" in the simplified prospectus, and in a textbox before the heading "Quick Facts" in the fund facts document.

Client Focused Reforms:

The elimination of the DSC option will take effect on June 1, 2022. The Client Focused Reforms' enhanced conflicts of interest provisions come into effect on June 30, 2021. As a result, there will be an overlap period of approximately 11 months between the effective date of the Client Focused Reforms' enhanced conflicts of interest provisions and the effective date of the DSC ban. There will also be a five month overlap period between the effective date of the DSC ban and the Client Focused Reforms' enhanced suitability provisions, including the requirement to put the client's interest first, which come into effect on December 31, 2021.

In order to address any issues raised by the overlapping periods between the implementation of the enhanced conflicts of interest and "client first" suitability requirements of the Client Focused Reforms and the implementation of the DSC ban, the CSA jurisdictions (other than Ontario) have decided to grant relief from these enhanced standards in respect of sales of DSC products during the DSC transition period. To the extent that the final amendments to NI 81-105 to prohibit the DSC option in Ontario are approved in Ontario, the OSC is also supportive of similar blanket exemptive relief.

Contents of Annexes

The text of the Amendments is contained in the following annexes to this notice and is available on the websites of OSC at www.osc.ca:

Annex A:	Summary of Comments and Responses on the Proposed Amendments to National Instrument Mutual Fund Sales Practices and Related Consequential Amendments (September 13, 2018)
Annex B:	Summary of Comments and Responses on the Proposed Ontario Securities Commission Rule 81-502 Restrictions on the Use of the Deferred Sales Charge Option for Mutual Funds (February 20, 2020)
Annex C:	Local Amendments to National Instrument 81-105 Mutual Fund Sales Practices in Ontario
Annex D:	Local Changes to Companion Policy 81-105 Mutual Fund Sales Practices in Ontario
Annex E:	Local Amendments to National Instrument 81-101 Mutual Fund Prospectus Disclosure in Ontario
Annex F:	Local Changes to Companion Policy 81-101 Mutual Fund Prospectus Disclosure in Ontario
Annex G:	Local Amendments to National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations in Ontario
Annex H:	Local Changes to Companion Policy 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations in Ontario

Questions

Please refer your questions to any of the following:

Stephen Paglia

Manager, Investment Funds and Structured Products Branch

Ontario Securities Commission

(416) 593-2393

spaglia@osc.gov.on.ca

 

Irene Lee

Senior Legal Counsel, Investment Funds and Structured Products Branch

Ontario Securities Commission

(416) 593-3668

ilee@osc.gov.on.ca

{1} Under the traditional deferred sales charge option, the investor does not pay an initial sales charge for fund securities purchased, but may have to pay a redemption fee to the investment fund manager (i.e. a deferred sales charge) if the securities are sold before a predetermined period of typically 5 to 7 years from the date of purchase. Redemption fees decline according to a redemption fee schedule that is based on the length of time the investor holds the securities. While the investor does not pay a sales charge to the dealer, the investment fund manager pays the dealer an upfront commission (typically equivalent to 5% of the purchase amount). The investment fund manager may finance the payment of the upfront commission and accordingly incur financing costs that are included in the ongoing management fees charged to the fund. The low-load purchase option is a type of deferred sales charge option but has a shorter redemption fee schedule (usually 2 to 4 years). The upfront commission paid by the investment fund manager and redemption fees paid by investors are correspondingly lower than the traditional deferred sales charge option.

{2} The "lock-in" feature refers to the redemption fee schedule associated with the DSC option which has the potential to deter investors from redeeming an investment or changing their asset allocation, even in the face of consistently poor fund performance, unforeseen liquidity events, or changes in their financial circumstances.

{3} https://www.osc.ca/sites/default/files/pdfs/irps/sn_20170110_81-408_consultation-discontinuing-embedded-commissions.pdf.

{4} The Consultation Paper followed the CSA's initial consultation on mutual fund fees under CSA Discussion Paper and Request for Comment 81-407 Mutual Fund Fees published on December 13, 2012, which was followed by in-person consultations in several CSA jurisdictions in 2013. The CSA published an overview of the key themes that emerged from this consultation process in CSA Staff Notice 81-323 Status Report on Consultation under CSA Discussion Paper and Request for Comment 81-407 Mutual Fund fees.

{5} https://www.osc.ca/sites/default/files/pdfs/irps/csa_20180621_81-330-status-report.pdf.

{6} https://www.osc.ca/sites/default/files/pdfs/irps/csa_20180913_81-105_mutual-fund-sales.pdf.

{7} https://www.osc.ca/sites/default/files/pdfs/irps/csa_20191219_81-332_next-steps-proposals-prohibit-certain-investment-fund-embedded-commissions.pdf.

{8} https://www.osc.ca/sites/default/files/pdfs/irps/rule_20191219_81-730_consideration-alternative-approaches-address-concerns-deferred-sales-charges.pdf.

{9} https://www.bcsc.bc.ca/-/media/PWS/Resources/Securities_Law/Policies/Policy8/81105-CSA-Notice-February-20-2020pdf.

{10} https://www.osc.ca/sites/default/files/pdfs/irps/rule_20200220_81-502-rfc-deferred-sales-charge-option-mutual-funds.pdf.

{11} https://www.osc.ca/en/securities-law/instruments-rules-policies/8/81-105/csa-notice-amendments-national-instrument-81-105.

{12} https://www.osc.ca/sites/default/files/2021-05/sn_20210507_81-731_deferred-sales-charges.pdf.

{13} Further to the amendments published in 2020 Multilateral CSA Notice, the Participating Jurisdictions added subsection (2) to section 3.1 to NI 81-105. Subsection 3.1(2) of NI 81-105 in the Participating Jurisdictions has the same effect as the repeal of section 3.1 of NI 81-105 in its entirety in Ontario.

ANNEX A

SUMMARY OF COMMENTS AND RESPONSES ON THE PROPOSED AMENDMENTS TO NATIONAL INSTRUMENT 81-105 MUTUAL FUND SALES PRACTICES AND RELATED CONSEQUENTIAL AMENDMENTS (SEPTEMBER 13, 2018)

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

Part 1 -- Background

Summary of Comments

On September 13, 2018, the Canadian Securities Administrators (the CSA) published for comment proposed amendments to NI 81-105 Mutual Fund Sales Practices (NI 81-105) and Companion Policy 81-105 Mutual Fund Sales Practices (81-105CP) and proposed consequential amendments to National Instrument 81-101 Mutual Fund Prospectus Disclosure, including Form 81-101F1 Contents of Simplified Prospectus and Form 81-101F3 Contents of Fund Facts Document, and National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (collectively, the Proposed Amendments). The purpose of the Proposed Amendments is to implement the CSA's policy response to the investor protection and market efficiency issues arising from the prevailing practice of investment fund managers remunerating dealers and their representatives for mutual fund sales through commissions, including sales and trailing commissions (embedded commissions). The Proposed Amendments:

• prohibit investment fund managers from paying upfront commissions to dealers, which results in the discontinuation of the DSC option (the DSC ban), and

• prohibit the payment of trailing commissions to dealers who are not subject to a suitability requirement, such as dealers who do not provide investment recommendations, in connection with the distribution of prospectus qualified mutual fund securities (the OEO trailing commission ban).

On February 20, 2020, the Ontario Securities Commission (the OSC or we) published Ontario Securities Commission Notice and Request for Comment, Proposed Ontario Securities Commission Rule 81-502 Restrictions on the Use of the Deferred Sales Charge Option for Mutual Funds and Proposed Companion Policy 81-502 to Ontario Securities Commission Rule 81-502 Restrictions on the Use of the Deferred Sales Charge Option for Mutual Funds and Related Consequential Amendments (the Proposed Rule).

Also on February 20, 2020, the CSA, with the exception of Ontario, published Multilateral CSA Notice of Amendments to National Instrument 81-105 Mutual Fund Sales Practices, Changes to Companion Policy 81-105CP to National Instrument 81-105 Mutual Fund Sales Practices and Changes to Companion Policy 81-101CP to National Instrument 81-101 Mutual Fund Prospectus Disclosure relating to Prohibition of Deferred Sales Charges for Investment Funds (the 2020 Multilateral CSA Notice){1}. The amendments published in the 2020 Multilateral CSA Notice prohibit the payment by fund organizations of upfront sales commissions to dealers, which results in the discontinuation of all forms of the DSC option, including low-load options (the Multilateral DSC Ban). The Multilateral DSC Ban comes into force on June 1, 2022 in all CSA jurisdictions, except in Ontario.

On May 7, 2021, the OSC published OSC Staff Notice 81-731 Next Steps on Deferred Sales Charges to announce that the OSC will publish for adoption final amendments to prohibit the DSC option. The OSC also announced that the DSC ban in Ontario will come into force on June 1, 2022, to coincide with the in-force date of the Multilateral DSC Ban.

We received 56 comment letters on the Proposed Amendments for a DSC ban and the commenters are listed in Part 8. We thank everyone who took the time to prepare and submit comment letters. This document contains a summary of the comments we received on the Proposed Amendments and our responses. We have considered the comments received, and in response to the comments, we have made some amendments (the Amendments) to the Proposed Amendments.

With respect to the Proposed Rule, a summary of the comments and responses are provided in Annex B.

With respect to the Proposed Amendments for an OEO trailing commission ban, a summary of the comments and the CSA's responses were provided in the September 17, 2020 publication, CSA Notice of Amendments to National Instrument 81-105 Mutual Fund Sales Practices and Related Consequential Amendments, Prohibition on Mutual Fund Trailing Commissions Where No Suitability Determination Was Required.{2}

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

Part 2 -- General Comments

{3} In the CSA Notice and Request for Comment for the Proposed Amendments, the CSA stated: "We expect that, since fund organizations will no longer incur the cost of financing upfront sales commissions to dealers on DSC mutual fund sales, the management fees charged to the mutual funds who previously offered the DSC option will be correspondingly reduced."

{4} See page 65 of the Investor Economics Insight Report January 2021.

Part 3 -- Comments on the Definition of "Member of the Organization"

Part 5 -- Comments on Transition Period

{5} Independent mutual fund dealers that participated in in-person consultations held in Québec submitted that the DSC ban may lead them to change the current compensation arrangements with their senior advisors to reduce their payouts (generally around 80% of the commissions paid by the investment fund manager) in order to increase the compensation of new advisors. This would take time as it would require an important change in culture, a new way to work in a team (senior advisors and new advisors) and negotiations with the impacted senior advisors.

Part 6 -- Comments on Regulatory Arbitrage

Part 7 -- Comments on Modernization of NI 81-105

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

Part 8 -- List of Commenters

Commenters

• Advocis, The Financial Advisors Association of Canada

• AGF Investments Inc.

• Alternative Management Association

• Association Professionnelle des Conseillers en Services Financiers

• Blanes, Alan

• Boom, Mary

• Borden Ladner Gervais LLP

• CARP

• Clark, Keir

• Durnin, James S.

• Dusmet, Tom

• Elford, Larry

• Elliot, Ruth

• FAIR Canada

• Federation of Mutual Fund Dealers

• Fidelity Investment Canada

• Fieldstone, David

• Financial Planning Standards Council

• Finandicap Inc.

• Franklin Templeton Investments Corp.

• Glick, Isaac

• Gosselin, Eric F.

• Groupe Cloutier Investissements

• HighView Asset Management Ltd.

• Independent Financial Brokers of Canada

• Invesco Canada Ltd.

• Investment Industry Association of Canada

• Jagdeo, Millie

• Kenmar Associates

• Kivenko, Ken

• Le Groupe financier PEAK

• Loeppky, Bruce

• MacDonald, James Richard

• Mackenzie Financial Corporation

• McFadden, D.

• Merici Services Financiers Inc.

• MICA Capital Inc.

• Mouvement Desjardins

• Naglie, Harvey

• National Bank of Canada

• OSC Investor Advisory Panel

• Portelance, Eric

• Portfolio Strategies Corporation

• Pozgaj, Steve

• Primerica Financial Services (Canada) Ltd.

• RBC Entities

• Rosen, Yegal

• Ross, Art

• Stenzler, Gary

• TD Wealth

• The Canadian Advocacy Council for Canadian CFA Institute Societies

• The Investment Fund Institute of Canada

• The Portfolio Management Association of Canada

• The Small Investor Protection Association

• Whitehouse, Peter

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

{1} https://www.bcsc.bc.ca/-/media/PWS/Resources/Securities_Law/Policies/Policy8/81105-CSA-Notice-February-20-2020pdf.

{2} https://www.osc.ca/en/securities-law/instruments-rules-policies/8/81-105/csa-notice-amendments-national-instrument-81-105.

ANNEX B

SUMMARY OF COMMENTS AND RESPONSES ON THE PROPOSED ONTARIO SECURITIES COMMISSION RULE 81-502 RESTRICTIONS ON THE USE OF THE DEFERRED SALES CHARGE OPTION FOR MUTUAL FUNDS

(FEBRUARY 20, 2020)

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

Part 1 -- Background

Summary of Comments

On September 13, 2018, the Canadian Securities Administrators (the CSA) published for comment proposed amendments to NI 81-105 Mutual Fund Sales Practices (NI 81-105) and Companion Policy 81-105 Mutual Fund Sales Practices (81-105CP) and proposed consequential amendments to National Instrument 81-101 Mutual Fund Prospectus Disclosure, including Form 81-101F1 Contents of Simplified Prospectus and Form 81-101F3 Contents of Fund Facts Document, and National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (collectively, the Proposed Amendments). The purpose of the Proposed Amendments is to implement the CSA's policy response to the investor protection and market efficiency issues arising from the prevailing practice of investment fund managers (IFMs) remunerating dealers and their representatives for mutual fund sales through commissions, including sales and trailing commissions (embedded commissions). The Proposed Amendments:

• prohibit investment fund managers from paying upfront commissions to dealers, which results in the discontinuation of the DSC option (the DSC ban), and

• prohibit the payment of trailing commissions to dealers who are not subject to a suitability requirement, such as dealers who do not provide investment recommendations, in connection with the distribution of prospectus qualified mutual fund securities (the OEO trailing commission ban).

On February 20, 2020, the Ontario Securities Commission (the OSC or we) published Ontario Securities Commission Notice and Request for Comment, Proposed Ontario Securities Commission Rule 81-502 Restrictions on the Use of the Deferred Sales Charge Option for Mutual Funds and Proposed Companion Policy 81-502 to Ontario Securities Commission Rule 81-502 Restrictions on the Use of the Deferred Sales Charge Option for Mutual Funds and Related Consequential Amendments (the Proposed Rule).

Also on February 20, 2020, the CSA, with the exception of Ontario, published Multilateral CSA Notice of Amendments to National Instrument 81-105 Mutual Fund Sales Practices, Changes to Companion Policy 81-105CP to National Instrument 81-105 Mutual Fund Sales Practices and Changes to Companion Policy 81-101CP to National Instrument 81-101 Mutual Fund Prospectus Disclosure relating to Prohibition of Deferred Sales Charges for Investment Funds (the 2020 Multilateral CSA Notice){1}. The amendments published in the 2020 Multilateral CSA Notice prohibit the payment by fund organizations of upfront sales commissions to dealers, which results in the discontinuation of all forms of the DSC option, including low-load options (the Multilateral DSC Ban). The Multilateral DSC Ban comes into force on June 1, 2022 in all CSA jurisdictions, except in Ontario.

On May 7, 2021, the OSC published OSC Staff Notice 81-731 Next Steps on Deferred Sales Charges to announce that the OSC will publish for adoption final amendments to prohibit the DSC option. The OSC also announced that the DSC ban in Ontario will come into force on June 1, 2022, to coincide with the in-force date of the Multilateral DSC Ban.

We received 34 comment letters on the Proposed Rule and the commenters are listed in Part 7. We thank everyone who took the time to prepare and submit comment letters. This document contains a summary of the comments we received on the Proposed Rule and our responses.

With respect to the Proposed Amendments for a DSC ban, a summary of the comments and responses are provided in Annex A.

With respect to the Proposed Amendments for an OEO trailing commission ban, a summary of the comments and the CSA's responses were provided in the September 17, 2020 publication, CSA Notice of Amendments to National Instrument 81-105 Mutual Fund Sales Practices and Related Consequential Amendments, Prohibition on Mutual Fund Trailing Commissions Where No Suitability Determination Was Required.{2}

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

Part 2 -- General Comments

Part 3 -- Proposed Investment Fund Manager Restrictions on the Use of the DSC Option

{3}See page 13, https://www.osc.gov.on.ca/documents/en/Securities-Category8/sn_20170110_81-408_consultation-discontinuing-embedded-commissions.pdf.

Part 4 -- Proposed Dealer Restrictions on the Use of the DSC Option

Part 5 -- Comments on Transition Period

Part 6 -- Comments on Anticipated Costs and Benefits

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

Part 7 -- List of Commenters

Commenters

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

{1} https://www.bcsc.bc.ca/-/media/PWS/Resources/Securities_Law/Policies/Policy8/81105-CSA-Notice-February-20-2020pdf.

{2} https://www.osc.ca/en/securities-law/instruments-rules-policies/8/81-105/csa-notice-amendments-national-instrument-81-105.

ANNEX C

LOCAL AMENDMENTS TO NATIONAL INSTRUMENT 81-105 MUTUAL FUND SALES PRACTICES IN ONTARIO

1. National Instrument 81-105 Mutual Fund Sales Practices is amended by this Instrument.

2. Section 1.1 is amended in paragraph (d) of the definition of "member of the organization" by adding "associate or" before "affiliate".

3. Section 3.1 is repealed.

4. This Instrument comes into force in Ontario on June 1, 2022.

ANNEX D

LOCAL CHANGES TO COMPANION POLICY 81-105 MUTUAL FUND SALES PRACTICES IN ONTARIO

1. Companion Policy 81-105 Mutual Fund Sales Practices is changed by this document.

2. Part 4 of the Companion Policy is changed by adding the following section:

4.1.1 Front-end load sales option -- The Canadian securities regulatory authorities are of the view that the Instrument does not preclude members of the organization of a mutual fund from facilitating the payment by a mutual fund investor to a participating dealer of a sales commission in connection with the purchase of mutual fund securities that is negotiated and agreed to exclusively between those two parties. For example, the participating dealer may remit to the member the gross proceeds of an investor's purchase of mutual fund securities from which the member may then deduct and remit the sales commission to the participating dealer on the investor's behalf pursuant to instructions received from the dealer..

3. This change becomes effective in Ontario on June 1, 2022.

ANNEX E

LOCAL AMENDMENTS TO NATIONAL INSTRUMENT 81-101 MUTUAL FUND PROSPECTUS DISCLOSURE IN ONTARIO

1. National Instrument 81-101 Mutual Fund Prospectus Disclosure is amended by this Instrument.

2. Form 81-101F1 Contents of Simplified Prospectus is amended

(a) in Item 8.2(1) in Part A by deleting the "Redemption Charge Option" row in the table required by this Item, and by repealing the footnote,

(b) in Item 8.2(2) of Part A by replacing subsection (2) with "In preparing the table contemplated by this Item, assume, in determining the fees paid under the sales charge option, that the maximum sales charge commission disclosed in the simplified prospectus is paid by the investor.",

(c) in subsection (2) of the Instructions under Item 9.1 of Part A by deleting the following:

For example, if the manager of the mutual fund pays an up-front sales commission to participating dealers, so state and include the range of commissions paid. If the manager permits participating dealers to retain the sales commissions paid by investors as compensation, so state and include the range of commissions that can be retained.,

(d) in subsection (2) of the Instructions under Item 9.2 of Part A by deleting "sales and", and

(e) by repealing subsection (3) of the Instructions under Item 9.2 of Part A.

3. Form 81-101F3 Contents of Fund Facts Document is amended

(a) in subsection (1) of the Instructions under Item 1.2 of Part II by deleting ", deferred sales charge",

(b) in subsection (2) of the Instructions under Item 1.2 of Part II by deleting "For a deferred sales charge, provide the full sales charge schedule.",

(c) in subsection (3) of the Instructions under Item 1.2 of Part II by deleting "For a deferred sales charge, include a range for the amount that can be charged on every $1,000 redemption.", and

(d) in subsection (4) of the Instructions under Item 1.2 of Part II by deleting the following:

In the case of a deferred sales charge, the disclosure must also briefly state:

• any amount payable as an upfront sales commission;

• who pays and who receives the amount payable as the upfront sales commission;

• any free redemption amount and key details about how it works;

• whether switches can be made without incurring a sales charge; and

• how the amount paid by an investor at the time of a redemption of securities is calculated, for example, whether it is based on the net asset value of those securities at the time of redemption or another time..

4. This Instrument comes into force in Ontario on June 1, 2022.

ANNEX F

LOCAL CHANGES TO COMPANION POLICY 81-101 MUTUAL FUND PROSPECTUS DISCLOSURE IN ONTARIO

1. Companion Policy 81-101 Mutual Fund Prospectus Disclosure is changed by this document.

2. The Sample Fund Facts Document in Appendix A -- Sample Fund Facts Document is replaced by the following:

3. This change becomes effective in Ontario on June 1, 2022.

ANNEX G

LOCAL AMENDMENTS TO NATIONAL INSTRUMENT 31-103 REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS IN ONTARIO

1. National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations is amended by this Instrument.

2. Paragraph 8.7(4)(a) is amended by deleting "deferred or contingent sales charge or".

3. Paragraph 14.2.1(1)(b) is repealed.

4. This Instrument comes into force in Ontario on June 1, 2022.

ANNEX H

LOCAL CHANGES TO COMPANION POLICY 31-103 REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS IN ONTARIO

1. Companion Policy 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations is changed by this document.

2. Section 14.2.1 is changed:

(a) by replacing "purchase" with "redemption" in the second paragraph,

(b) by deleting "upon the redemption of the security" in the second paragraph, and

(c) by replacing the second bullet in the fourth paragraph with the following:

• the sales charge options available to the client and an explanation as to how such charges work. Any redemption fees or short-term trading fees that may apply should also be discussed.

3. These changes become effective in Ontario on June 1, 2022.

Jonathan Cartu et al.

FOR IMMEDIATE RELEASE

May 26, 2021

JONATHAN CARTU, DAVID CARTU, AND JOSHUA CART, File No. 2020-14

TORONTO -- Following a hearing held today, the Commission issued an Order in the above named matter approving the Settlement Agreement reached between Staff of the Commission and David Cartu in the above named matter.

A copy of the Order dated May 26, 2021 and Settlement Agreement dated May 18, 2021 are available at www.osc.ca.

For Media Inquiries:

For General Inquiries:

Jonathan Cartu et al.

FOR IMMEDIATE RELEASE

May 27, 2021

JONATHAN CARTU, DAVID CARTU, AND JOSHUA CART, File No. 2020-14

TORONTO -- The Commission issued its Reasons for Approval of a Settlement in the above named matter.

A copy of the Reasons for Approval of a Settlement dated May 26, 2021 is available at www.osc.ca.

For Media Inquiries:

For General Inquiries:

Alvin Jones

FOR IMMEDIATE RELEASE

May 27, 2021

ALVIN JONES, File No. 2021-5

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

A copy of the Order dated May 27, 2021 is available at www.osc.ca.

For Media Inquiries:

For General Inquiries:

Plateau Energy Metals Inc. et al.

FOR IMMEDIATE RELEASE

May 27, 2021

PLATEAU ENERGY METALS INC., ALEXANDER FRANCIS CUTHBERT HOLMES AND PHILIP NEVILLE GIBBS, File No. 2021-16

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

A copy of the Order dated May 27, 2021 is available at www.osc.ca.

For Media Inquiries:

For General Inquiries:

Threegold Resources Inc.

FOR IMMEDIATE RELEASE

May 28, 2021

THREEGOLD RESOURCES INC., VICTOR GONCALVES and JON SNELSON, File No. 2019-42

TORONTO -- The Commission issued its Reasons for Decision in the above named matter.

A copy of the Reasons for Decision dated May 27, 2021 is available at www.osc.ca.

For Media Inquiries:

For General Inquiries:

Strike Holdings Inc. et al.

FOR IMMEDIATE RELEASE

May 28, 2021

STRIKE HOLDINGS INC., KM STRIKE MANAGEMENT INC., MICHAEL AONSO AND KEVIN CARMICHAEL, File No. 2021-13

TORONTO -- Take notice that a motion hearing to consider the extension of a Temporary Order in the above named matter is scheduled to be heard on May 31, 2021 at 10:00 a.m.

For Media Inquiries:

For General Inquiries:

Daniel Sheehan

FOR IMMEDIATE RELEASE

May 28, 2021

DANIEL SHEEHAN, File No. 2020-38

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

A copy of the Order dated May 28, 2021 is available at www.osc.ca.

For Media Inquiries:

For General Inquiries:

Trevor Rosborough et al.

FOR IMMEDIATE RELEASE

May 31, 2021

TREVOR ROSBOROUGH, TAYLOR CARR, AND DMITRI GRAHAM, File No. 2020-33

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

A copy of the Order dated May 31, 2021 is available at www.osc.ca.

For Media Inquiries:

For General Inquiries:

Strike Holdings Inc. et al.

FOR IMMEDIATE RELEASE

May 31, 2021

STRIKE HOLDINGS INC., KM STRIKE MANAGEMENT INC., MICHAEL AONSO AND KEVIN CARMICHAEL, File No. 2021-13

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

A copy of the Order dated May 31, 2021 is available at www.osc.ca.

For Media Inquiries:

For General Inquiries:

Wilks Brothers, LLC

FOR IMMEDIATE RELEASE

June 1, 2021

AN APPLICATION BY WILKS BROTHERS, LLC FOR THE REVIEW OF A DECISION BY TSX INC. RELATING TO CALFRAC WELL SERVICES LTD., File No. 2021-12

TORONTO -- The Applicant, Wilks Brothers, LLC filed an Amended Application dated May 31, 2021.

A copy of the Amended Application dated May 31, 2021 is available at www.osc.ca.

For Media Inquiries:

For General Inquiries:

Chapter 2 -- Decisions, Orders and Rulings

I.G. Investment Management, Ltd. et al.

Headnote

NP 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- approval of mutual fund mergers -- required because mergers do not meet the criteria for pre-approval in respect of investment objectives -- granted subject to securityholder approval.

Applicable Legislative Provisions

NI 81-102 Investment Funds, ss. 5.5(1)(b), 5.6(1)(a), and 5.7(1)(b).

May 7, 2021

IN THE MATTER OF THE SECURITIES LEGISLATION OF MANITOBA AND ONTARIO (the Jurisdictions) AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS AND IN THE MATTER OF THE MERGERS OF IG MACKENZIE LOW VOLATILITY CANADIAN EQUITY FUND, IG IRISH LIFE GLOBAL EQUITY FUND (the "Terminating Funds") IN THE MATTER OF I.G. INVESTMENT MANAGEMENT, LTD. (the "Filer")

DECISION

BACKGROUND

The securities regulatory authority or regulator in each of the Jurisdictions (the "Decision Maker") has received an application from the Filers for a decision under the securities legislation of the Jurisdictions (the "Legislation") for approval under paragraph 5.5(1)(b) of National Instrument 81-102 Investment Funds ("NI 81-102") of the mergers (the "Mergers") of the Terminating Funds into the applicable Continuing Funds as defined below (the "Approval Sought").

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

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

(b) the Filers have provided notice that subparagraph 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Yukon, Nunavut and the North West Territories; 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 and MI 11-102 have the same meaning if used in this decision, unless otherwise defined. The following additional terms shall have the following meanings:

Continuing Fund means each of IG FI Canadian Equity Fund and IG Mackenzie Global Fund (collectively, the Continuing Funds);

Effective Date means on or about June 18, 2021, the anticipated date of the Mergers;

Funds means collectively, the Terminating Funds and the Continuing Funds;

REPRESENTATIONS

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

The Filers

1. The Filer is a corporation continued under the laws of Ontario. It is the trustee and manager of the Terminating Funds and the Continuing Funds. The head office of Filer is in Winnipeg, Manitoba.

2. Filer is registered as a Portfolio Manager and an Investment Fund Manager in Manitoba, Ontario, and Quebec and as an Investment Fund Manager in Newfoundland and Labrador.

3. Filer is not in default of any of the requirements of securities legislation of any of the provinces and territories of Canada.

The Funds

4. All of the Funds are open-end mutual funds established or continued under a Master Declaration of Trust under the laws of Manitoba.

5. Securities of the Funds are qualified for distribution in each province and territory of Canada pursuant to a simplified prospectus ("SP"), annual information form ("AIF") and fund facts ("Fund Facts") prepared in accordance with National Instrument 81-101 Mutual Fund Prospectus Disclosure dated August 28, 2020 (the "Offering Documents").

6. The net asset values of each series of the Funds are calculated on a daily basis on each day that Filer is open for business.

7. None of the Funds are in default of any of the requirements of securities legislation of any province or territory in Canada.

Reasons for the Approval Sought

8. Approval of the Mergers is required because each Merger does not satisfy all of the criteria for pre-approved reorganizations and transfers set out in section 5.1 of NI 81-102. More specifically, the fundamental investment objectives of the Continuing Funds are not, or may be considered not to be, "substantially similar" to the investment objectives of their corresponding Terminating Funds.

9. Except as noted above, the Mergers will otherwise comply with all other criteria for preapproved reorganizations and transfers set out in section 5.6 of NI 81-102.

The Proposed Mergers

10. Pursuant to the Mergers, unitholders of each of the Terminating Funds would become unitholders of the applicable Continuing Fund, as follows:

Terminating Fund	Continuing Fund
IG Mackenzie Low Volatility Canadian Equity Fund	IG FI Canadian Equity Fund
IG Irish Life Low Volatility Global Equity Fund	IG Mackenzie Global Fund

11. The Mergers do not require approval of unitholders of the Continuing Funds as the Filer has determined that the Mergers do not constitute material changes for any of the Continuing Funds.

12. As required by National Instrument 81-107 Independent Review Committee for Investment Funds, the IG Wealth Management Funds' Independent Review Committee (IRC) has been appointed for the Funds. The Filer presented the terms of the Mergers to the IRC for a recommendation. The IRC reviewed the Mergers and provided a positive recommendation for each of the Mergers, having determined that the Mergers, if implemented, would achieve a fair and reasonable result for the Funds and their respective unitholders.

13. In accordance with National Instrument 81-106 -- Investment Fund Continuous Disclosure (NI 81-106), a press release announcing the Mergers was issued and filed via SEDAR on March 12, 2021. A material change report and amendments to the Offering Documents with respect to the Mergers were filed in accordance with NI 81-106.

14. By way of order dated November 29, 2016, the Filer was granted relief (the Notice-and Access Relief) from the requirement set out in paragraph 12.2(2)(a) of NI 81-106 to send a printed management information circular to unitholders while proxies are being solicited. Subject to certain conditions, the Notice-and-Access Relief instead allows a notice-and access document to be sent to such unitholders. Pursuant to the requirements of the Notice-and-Access Relief, the notice-and-access document, a form of proxy in connection with each special meeting of unitholders of the Funds, as well as the most recent fund facts document(s) for the applicable series of the Continuing Funds will be mailed to unitholders of the Terminating Funds commencing on or about April 22, 2021. The management information circular and forms of proxy (collectively, the Meeting Materials) in connection with special meetings of unitholders of the Funds will be posted on the Filer's website at www.ig.ca. The Meeting Materials will also appear on the SEDAR website at www.sedar.com.

15. The Meeting Materials describe all of the relevant facts concerning the Mergers relevant to each unitholder, including the differences between investment objectives, strategies of the Terminating Funds and the Continuing Funds, the IRC's recommendations regarding the Mergers, and income tax considerations so that unitholders of the Terminating Funds may consider this information before voting on the Mergers. The Meeting Materials also describe the various ways in which unitholders can obtain a copy of the simplified prospectus and annual information form of the Continuing Funds, as well as the most recent interim and annual financial statements and management reports of fund performance for the Continuing Funds, at no cost.

16. Fund facts document(s) relating to the applicable series of each Continuing Fund were mailed to unitholders of the corresponding series of each Terminating Fund.

17. The Filer will pay for the costs of the Mergers. These costs consist mainly of brokerage charges associated with the trades that occur both before and after the date of the Mergers and legal, proxy solicitation, printing, mailing and regulatory fees. There are no charges payable by unitholders of the Terminating Funds who acquire units of the corresponding Continuing Funds as a result of the Mergers.

18. Unitholders of each of the Terminating Funds will be asked to approve the Merger associated with that Terminating Fund at a special meeting of unitholders scheduled to be held on or about June 3, 2021.

19. Following the implementation of the Mergers, all systematic plans that will be established with respect to the Terminating Funds will be re-established in the Continuing Fund, on a series-for-series basis.

20. Unitholders may change or cancel any systematic plan at any time and unitholders of the Terminating Funds who wish to establish one or more systematic plans in respect of their holdings in the Continuing Fund may do so following the implementation of the Mergers.

21. Each Merger will be completed as a tax-deferred transaction under the Income Tax Act (Canada) (Tax Act). Unitholders of the Terminating Funds will be provided with information about the income tax consequences of the Mergers in the information circular and will have the opportunity to consider such information prior to voting on the Mergers.

Merger Steps

22. If the necessary approvals are obtained, the Filer will carry out the following steps to complete the Mergers:

(i) Prior to effecting a Merger, if required, each Terminating Fund will sell any securities in its portfolio that do not meet the investment objectives and investment strategies of the applicable Continuing Fund and purchase other securities so that, as of the effective date of the Merger, the portfolio of the Terminating Fund is substantially similar to that of the applicable Continuing Fund. As a result, some of the Terminating Funds may temporarily hold cash, money market instruments or investments that are not consistent with their investment objectives, and may not be fully invested in accordance with their investment objectives for a brief period of time prior to the Merger being effected.

(ii) The value of each Terminating Fund' s portfolio and other assets will be determined at the close of business on the effective date of each applicable Merger in accordance with the constating documents of the applicable Terminating Fund.

(iii) Each Continuing Fund will acquire the investment portfolio and other assets of the applicable Terminating Fund in exchange for units of the Continuing Fund.

(iv) Each Continuing Fund will. transfer or sell all of its net assets (being its investment portfolio, other assets including cash, and liabilities) to its corresponding Continuing Fund in exchange for units of equivalent value in the Continuing Fund, as determined on the effective date of the applicable Merger.

(v) The Terminating Funds will distribute a sufficient amount of their net income and net realized capital gains, if any, to unitholders to ensure that they will not be subject to tax under Part 1 of the Tax Act for their current tax year.

(vi) The units of each Continuing Fund received by the applicable Terminating Fund will have an aggregate net asset value equal to the value of the portfolio assets and other assets that the Continuing Fund is acquiring from the Terminating Fund, and the units of the Continuing Fund will be issued at the applicable series net asset value per unit as of the close of business on the effective date of the applicable Merger.

(vii) Immediately thereafter, units of each Continuing Fund received by the applicable Terminating Fund will be distributed to unitholders of the Terminating Fund, as proceeds of redemption of their units in the Terminating Fund on a dollar-for-dollar and series by series basis.

(viii) As soon as reasonably possible following each Merger, the applicable Terminating Fund will be wound up.

23. Unitholders in the Terminating Funds will continue to have the right to redeem their units or exchange their units for units of any other mutual fund of the Filer at any time up to the close of business on the business day before the Effective Date. Unitholders who redeem units may be subject to redemption charges.

24. Following the implementation of the Mergers, the Continuing Funds will continue as publicly offered open-ended mutual funds offering units in the Canadian Jurisdictions.

25. Following the implementation of the Mergers, a press release and material change report announcing the results of the unitholder meetings in respect of the reorganization of the Terminating Funds will be issued and filed.

26. No sales charges or redemption fees will be payable by any securityholder of the Terminating Fund.

27. The assets of each Terminating Fund to be acquired by the applicable Continuing Fund in order to effect the Mergers are currently, or will be, acceptable, on or prior to the effective date of the Mergers, to the portfolio manager(s) of the applicable Continuing Fund and are, or will be, consistent with the investment objectives of the Continuing Fund.

28. If the Mergers are approved, the reorganizations will be implemented after the close of business on the Effective Date.

Merger Benefits

29. The Filer believes that the Mergers are beneficial to unitholders of the Terminating Funds for the following reasons:

(i) To provide a more streamlined and simplified product line-up that is easier for investors to understand;

(ii) In each case, the management fees will decrease for each series of the Terminating Fund as a result of the merger and the trustee, service, and administration fees will stay the same on the corresponding series of Continuing Fund;

(iii) To merge the smaller Terminating Fund into the larger Continuing Fund, providing the potential for efficiencies in investment management which may include lower portfolio transaction costs; and

(iv) A broader investment objective may provide more investment management diversification opportunities.

The Continuing Funds have historically provided strong risk-adjusted returns. Overall, the Merger is expected to provide the potential for improved long-term performance at a similar risk level and in the same fund category.

DECISION

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

The decision of the Decision Makers under the Legislation is that the Approval Sought is granted provided the securityholders of each Merging Fund approve the Merger.

Application File #: 2021/0152

I.G. Investment Management, Ltd. et al.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- relief granted to mutual funds for an extension of the lapse date for their prospectus.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5).

May 20, 2021

IN THE MATTER OF THE SECURITIES LEGISLATION OF MANITOBA AND ONTARIO (the Jurisdictions) AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS AND IN THE MATTER OF I.G. INVESTMENT MANAGEMENT, LTD. (the Filer) AND IN THE MATTER OF iPROFILE PORTFOLIO -- GLOBAL FIXED INCOME BALANCED iPROFILE PORTFOLIO -- GLOBAL NEUTRAL BALANCED iPROFILE PORTFOLIO -- GLOBAL EQUITY BALANCED iPROFILE PORTFOLIO -- GLOBAL EQUITY (the iProfile Portfolios)

DECISION

Background

The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Maker) has received an application from the Filer on behalf of the Funds for a decision under the securities legislation of the Jurisdictions (the Legislation) to permit the Funds to extend the time limit for the renewal of the Funds' Simplified Prospectuses as if its lapse date was June 28, 2021 (the Exemption Sought).

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

(a) the Manitoba 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 PassportSystem (MI 11-102) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, Québec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, the Northwest Territories, Nunavut, and Yukon 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 NI 81-101, 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 representations made by the Filer:

1. The Filer is a corporation duly constituted under the laws of Canada with its head office located in Winnipeg, Manitoba.

2. The Filer is registered as an investment fund manager in Manitoba, Ontario, Québec, and Newfoundland & Labrador, and as an advisor in the category of portfolio manager in in all the provinces and territories of Canada.

3. The Filer and the Funds are not in default of securities legislation in any of the Jurisdictions.

4. The Simplified Prospectus for the iProfile Portfolios was dated and receipted by the principal regulator on May 29, 2020.

5. This Pursuant to NI 81-101 s 2.5(3) and section 62(1) of the Securities Act (Ontario), the lapse date for the Current Prospectus is May 29, 2021 (the Current Lapse Date). Accordingly, under the Legislation, the distribution of securities of the Fund would have to cease on its applicable Current Lapse Date unless: (i) the Fund files a pro forma simplified prospectus at least 30 days prior to its Current Lapse Date; (ii) the final simplified prospectus is filed no later than 10 days after its Current Lapse Date; and (iii) a receipt for the final simplified prospectus is obtained within 20 days after its Current Lapse Date.

6. The iProfile Portfolios, along with the iProfile Private Portfolios, which are sold under separate simplified prospectus, makeup the iProfile Managed Solutions at IG Wealth Management. The Simplified Prospectus for the iProfile Private Portfolios (along with the other simplified prospectuses for IG Wealth Management Mutual Funds) will all be dated June 28, 2021 (the Requested Date).

7. The iProfile Portfolios invest primarily in the funds of the iProfile Private Portfolios and the operational decisions and other updates applicable to the iProfile Portfolios will align with those of the iProfile Private Portfolios. Decisions regarding the iProfile Private Portfolios that may affect the iProfile Portfolios as well, and keeping the Simplified Prospectuses updated and aligned to the same date will make for more consistent disclosure and administration of the affected funds.

8. The Filer submits that the Exemption Sought to allow for filing of the Simplified Prospectus using the Requested Date will not affect the reliability and accuracy of the information contained in the Simplified Prospectus and is not contrary to the public interest.

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.

Application File #: 2021/0238

Arrow Capital Management Inc. and Exemplar Investment Grade Fund

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- approval of investment fund merger -- approval required because the merger does not meet all the pre-approval criteria in National Instrument 81-102 Investment Funds.

Applicable Legislative Provisions

National Instrument 81-102 Investment Funds, ss. 5.5(1)(b), 5.6(1), 5.7(1)(b) and 19.1(1).

May 27,2021

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 ARROW CAPITAL MANAGEMENT INC. (the Filer) AND EXEMPLAR INVESTMENT GRADE 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) for approval of the proposed merger (the Merger) of the Terminating Fund into Arrow EC Income Advantage Alternative Fund (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 Approval Sought).

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, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Nunavut, Yukon and Northwest Territories (together with Ontario, the Canadian Jurisdictions).

Interpretation

Terms defined in MI 11-102, National Instrument 14-101 Definitions and NI 81-102 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 Filer and the Funds

1. The Filer is a corporation existing under the laws of Ontario with its registered head office in Toronto, Ontario.

2. The Filer is registered in the following categories in the jurisdictions as indicated below:

(a) Ontario: Portfolio Manager, Investment Fund Manager (IFM), Exempt Market Dealer (EMD) and Commodity Trading Manager under the Commodity Futures Act (Ontario);

(b) Alberta: EMD;

(c) British Columbia: EMD;

(d) Quebec: EMD and IFM; and

(e) Newfoundland and Labrador: IFM.

3. The Filer is the investment fund manager and portfolio manager of each of the Funds.

4. Each of the Funds is an open-end mutual fund trust established under the laws of Ontario by a declaration of trust pursuant to which the Filer is the trustee.

5. Each of the Funds is a reporting issuer under the applicable securities legislation in the Canadian Jurisdictions and subject to NI 81-102.

6. Securities of the Terminating Fund (and of other certain mutual funds forming part of the Exemplar Mutual Funds fund family) are currently qualified for distribution in the Canadian Jurisdictions pursuant to the simplified prospectus, annual information form and fund facts documents dated July 3, 2020 (the Terminating Fund Offering Documents).

7. Securities of the Continuing Fund (and of other certain alternative mutual funds forming part of the Arrow Alternative Mutual Funds fund family) are currently qualified for distribution in the Canadian Jurisdictions pursuant to the simplified prospectus, annual information form and fund facts documents dated June 26, 2020 (collectively, the Continuing Fund Offering Documents and together with the Terminating Fund Offering Documents theTerminating Documents).

8. The net asset value (NAV) for each series of the Funds is calculated on a daily basis in accordance with the Funds' valuation policy and as described in the Offering Documents.

9. Neither the Filer nor the Funds are in default of securities legislation in any of the Canadian Jurisdictions.

Reason for Approval Sought

10. Regulatory approval of the Merger is required because the Merger does not satisfy all of the criteria for pre-approved reorganizations and transfers set out in section 5.6 of NI 81-102. In particular, the investment objectives and fee structure of the Continuing Fund are not, or may not be considered to be, "substantially similar" to the investment objectives of the Terminating Fund.

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

Exemplar Investment Grade Fund (Terminating Fund)	Arrow EC Income Advantage Alternative Fund (Continuing Fund)
The investment objective of the Terminating Fund is to generate income and capital preservation by investing in a diversified portfolio of primarily North American investment grade corporate bonds.	The investment objective of the Continuing Fund is to generate income and preserve capital by investing in a diversified portfolio of primarily North American investment grade corporate bonds.
	The fund will use leverage. The leverage will be created through the use of cash borrowings, short sales and derivative contracts. The fund's leverage shall not exceed the limits on the use of leverage described in the simplified prospectus or as otherwise permitted under applicable securities legislation.

12. The fee structure of the Terminating Fund and the Continuing Fund are as follows:

	Exemplar Investment Grade Fund (Terminating Fund)	Arrow EC Income Advantage Alternative Fund (Continuing Fund)
Management Fees	A, AI, AN, U -- 1.30% F, FI, FN, G, ETF -- 0.80% I -- negotiated with Arrow	A, AD, U -- 1.45% F, FD, G, ETF -- 0.95% I -- negotiated with Arrow
Performance Fees	The Terminating Fund does not pay a performance fee.
	The Continuing Fund pays a performance bonus per unit equal to 15% of the amount by which the Adjusted Net Asset Value per unit at the end of the fiscal year exceeds the highest year end Adjusted Net Asset Value per unit previously achieved. For these purposes, "Adjusted Net Asset Value per unit" of any series of securities of the Continuing Fund means the Net Asset Value per unit of that series at the end of a fiscal year plus the aggregate amount of all distributions or dividends previously declared on a per unit basis in respect of such series of unit, without giving effect to the accrual of any performance bonus.

13. Except as described in this decision, the Merger complies with all of the other criteria for pre-approved reorganizations and transfers set out in section 5.6 of NI 81-102.

The Proposed Merger

14. In its capacity as the manager of the Funds, the Filer proposes to merge the Terminating Fund into the Continuing Fund.

15. In accordance with National Instrument 81-106 Investment Fund Continuous Disclosure, a press release describing the proposed Merger has been issued and the press release, material change report, amendment to the simplified prospectus of the Terminating Fund, amendment to the annual information form of the Terminating Fund and the amended and restated fund facts documents of the Terminating Fund, all dated May 5, 2021, and which give notice of the proposed Merger, have been filed via SEDAR.

16. The unitholders of the Terminating Fund will be asked to approve the Merger at a meeting of the unitholders of the Terminating Fund expected to be held on or about June 17, 2021.

17. Subject to receipt of the unitholder approvals and the Approval Sought, the Merger is expected to occur on or about June 25, 2021, or as soon as practicable thereafter (the Effective Date).

18. The proposed Merger does not require approval of existing unitholders of the Continuing Fund as the Filer has determined that the proposed Merger does not constitute a material change to the Continuing Fund.

19. As required by National Instrument 81-107 Independent Review Committee for Investment Funds (NI 81-107), the Independent Review Committee (IRC) has been appointed for the Funds. The Filer presented the terms of the Merger to the IRC for a recommendation. The IRC reviewed the proposed Merger and provided a positive recommendation for the Merger, having determined that the Merger, if implemented, would achieve a fair and reasonable result for each of the Funds and their respective unitholders. A summary of the IRC's recommendation has been included in the notice of special meeting sent to unitholders of the Terminating Fund as required by section 5.1(2) of NI 81-107.

20. A notice of meeting, management information circular (the Circular), proxy and the most recently filed fund facts document(s) of the applicable series of the Continuing Fund (the CF Fund Facts, and together with the Circular and proxy, the Meeting Materials) were mailed to unitholders of the Terminating Fund commencing on May 13, 2021 and have been filed via SEDAR.

21. The Meeting Materials contain the CF Fund Facts, a description of the proposed Merger, information about the Terminating Fund and the Continuing Fund, a description of their differences and income tax considerations for investors of the Funds and the IRC's recommendation regarding the Merger so that the unitholders of the Terminating Fund could consider this information before voting on the Merger. The Meeting Materials also describe the various ways in which investors can obtain a copy of the simplified prospectus and annual information form of the Continuing Fund, as well as the most recent interim and annual financial statements and management reports of fund performance for the Continuing Fund, at no cost.

22. Costs and expenses associated with the Merger will be borne by the Filer and will not be charged to the Funds. The costs of the Merger include legal, printing, mailing and regulatory fees, as well as proxy solicitation and brokerage costs.

23. Subject to receiving the necessary approvals, including unitholder approval at the unitholder meeting, effective as of the close of business on June 18, 2021, the Terminating Fund will cease distribution of securities and any new purchases of securities will not be allowed. The Terminating Fund will remain closed to purchase-type transactions, except pursuant to the Terminating Fund's pre-authorized purchase program, until it is merged with the Continuing Fund on the Effective Date. All systematic programs shall remain unaffected until the business day immediately before the Effective Date.

24. Unitholders in the Terminating Fund will continue to have the right to redeem their securities up to the close of business on the last business day before the effective date of the Merger.

25. Following the Merger, all optional services (such as systematic withdrawal plans) will continue to be available to investors. Unitholders of the Terminating Fund will be automatically enrolled in comparable plans with respect to their corresponding securities of the Continuing Fund unless they advise otherwise.

26. Unitholders may change or cancel any systematic program at any time and unitholders of the Terminating Fund who wish to establish one or more systematic programs in respect of their holdings in the Continuing Fund may do so following the Merger.

27. Unitholders of the Terminating Fund who elected to receive distributions in cash from the Terminating Fund before the Merger will receive distributions in cash from the Continuing Fund after the Merger.

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

29. The Merger will be completed as a "qualifying exchange" or a tax-deferred transaction under the Income Tax Act (Canada) (the Tax Act).

30. The Terminating Fund and the Continuing Fund are, and are expected to continue to be at all material times, mutual fund trusts under the Tax Act and, accordingly, units of both Funds are "qualified investments" under the Tax Act for registered retirement savings plans, registered retirement income funds, deferred profit sharing plans, registered education savings plans, registered disability savings plans and tax free savings accounts.

31. As soon as reasonably possible following the Merger, the Terminating Fund will be wound up.

Benefits of the Merger

32. The Filer believes that the Merger is in the best interests of the Terminating Fund and the Continuing Fund and their unitholders and will be beneficial to unitholders of the Terminating Fund and the Continuing Fund for the following reasons:

(a) the Continuing Fund has a similar investment objective and investment strategy as the Terminating Fund and is managed by the same team of investment personnel;

(b) a significant portion of the Terminating Fund's investments are similar to investments in the Continuing Fund;

(c) the Continuing Fund is an alternative mutual fund, as described below, which provides the Manager with a more comprehensive and flexible mandate to meet the investment objectives of the Terminating Fund;

(d) the Continuing Fund, notwithstanding similar investment objective, investment strategy and investment personnel, has enjoyed better performance over its life than that enjoyed by the Terminating Fund over such period;

(e) the Merger will provide economies of scale by eliminating duplicative administrative and regulatory costs of operating the Terminating Fund and the Continuing Fund as separate mutual funds, including, but not limited to, regulatory filing fees, audit fees, accounting and legal expenses; and

(f) following the Merger, the Continuing Fund will have more assets allowing for increased portfolio diversification opportunities and a smaller proportion of assets set aside to fund redemptions.

33. In light of the disclosure in the Circular, unitholders of the Terminating Fund should have had all the information necessary to determine whether the proposed Merger is appropriate for them and will continue to have their daily redemption rights under the terms of the Declaration of Trust of the Funds to permit them to exit the Terminating Fund should they not wish to become unitholders of the Continuing Fund.

Decision

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

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

Application File #: 2021/0267

Generation IACP Inc. and Generation PMCA Corp.

Headnote

Under paragraph 4.1(1)(b) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations a registered firm must not permit an individual to act as a dealing, advising or associate advising representative of the registered firm if the individual is registered as a dealing, advising or associate advising representative of another registered firm. The Filers are affiliated entities and have valid business reasons for one individual to be registered with both firms. The Filers have policies in place to handle potential conflicts of interest. The Filers are exempted from the prohibition.

Applicable Legislative Provisions

National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 4.1 and 15.1.

May 31, 2021

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 GENERATION IACP INC. (GIACP) AND GENERATION PMCA CORP. (GPMCA and, together with GIACP, the Filers)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filers for a decision under the securities legislation of the Jurisdiction (the Legislation) for relief from the restriction in paragraph 4.1(1)(b) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103)(the Dual-Registration Restriction), pursuant to section 15.1 of NI 31-103, to permit Michelle Tatham (the Representative) to be registered as both an associate advising representative of GPMCA and as a dealing representative of GIACP (the Dual Registration) in order to provide advisory services to clients of both Filers (the Exemption Sought).

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

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

(b) the Filers have provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon by the Filers in Alberta, British Columbia, Manitoba, New Brunswick, Nova Scotia, Saskatchewan, and Quebec.

Interpretation

Terms defined in MI 11-102, NI 31-103 and National Instrument 14-101 Definitions have the same meaning if used in this decision, unless otherwise defined.

Representations

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

1. GPMCA is registered under NI 31-103 as a portfolio manager, exempt market dealer and investment fund manager in Ontario and Quebec, and as a portfolio manager in Alberta, British Columbia, Manitoba, New Brunswick, Nova Scotia, and Saskatchewan. GPMCA is also registered as an investment adviser with the United States Securities and Exchange Commission. GPMCA's head office is located in Toronto, Ontario. GPMCA provides portfolio management services primarily to high net worth individuals and families through separately managed accounts and pooled funds.

2. GIACP is registered under NI 31-103 as an investment dealer in Ontario, Alberta, Quebec and British Columbia and is a member of the Investment Industry Regulatory Organization of Canada. It is also a participating organization or member of the Toronto Stock Exchange, TSX Venture Exchange and Canadian Securities Exchange. GIACP's head office is in Toronto, Ontario, and shares premises with GPMCA. GIACP provides portfolio management services primarily to high net worth individuals and families through separately managed accounts. GIACP also provides other services customarily provided by investment dealers, including securities trading and brokerage activities.

3. The principal regulator of both Filers is the OSC.

4. The Filers are affiliates, as they are both wholly-owned subsidiaries of 1346049 Ontario Limited.

5. The Filers are not in default of any requirements of securities legislation in any jurisdiction of Canada where they are operating. GPMCA is in compliance in all material respects with United States securities laws.

6. The Filers have different client bases (except that clients of GPMCA hold accounts at GIACP, which executes securities trades and provides other brokerage services as investment dealer on behalf of accounts of GPMCA).

7. Both Filers provide discretionary investment management services. The same model portfolios are offered by both Filers to their respective clients.

8. The operations of the Filers are co-located and they share a significant level of common facilities and back office functions. Since there are already a number of existing dually registered individuals, the business has been structured around this model to maximize efficiency while maintaining adequate control over potential conflicts of interests.

9. There are currently three individuals who are dually registered as advising and/or dealing representatives of both Filers, each of whom obtained dual registration before paragraph 4.1(1)(b) of NI 31-103 came into force. Both of the Filers also have the same registered Ultimate Designated Person and Chief Compliance Officer. The Filers have represented that these employees have been able to serve clients of both Filers satisfactorily and that there is no reason to believe that the Representative cannot perform to the same standard as these other dually registered employees of the Filers.

10. Dual registration permits portfolio managers to order the trades for managed accounts of both Filers following a model, and allocate the trades at an average price, regardless of whether the account holder is a client of GPMCA or GIACP. The Filers maintain a common allocation policy, to ensure that investment opportunities are allocated fairly among clients of both Filers.

11. The Representative will provide service to clients of GIACP primarily in a capacity of client relationship management (i.e., responsible for liaising with clients, including collection of "know your client" information, ongoing suitability obligations, selection of investment mandates), while investment trading decisions for the client accounts are conducted by another dealing representative acting as investment manager. Accordingly, clients of GIACP will benefit from the Dual Registration of the Representative as it will result in more effective and better client servicing from multiple qualified registrants at GIACP. This is the same approach in effect at GPMCA, where the Representative acts in a capacity of client relationship management, while investment trading decisions for the client accounts are conducted by another advising representative acting as investment manager.

12. The Representative has the appropriate proficiency requirements for both the category of dealing representative of GIACP and for an associate advising representative of GPMCA.

13. The Representative has many years of investment industry and comprehensive wealth planning experience, including over four years in which she has been registered for discretionary portfolio management. The Representative is currently registered in Ontario, Alberta, British Columbia, Manitoba, New Brunswick, Nova Scotia, and Saskatchewan as an associate advising representative with GPMCA. The Representative is seeking application for registration as a dealing representative of GIACP in Ontario, Alberta, Quebec and British Columbia.

14. The role of the Representative will be to support the business activities and interests of both Filers. The Filers do not expect that the Representative's Dual Registration will create significant additional work for the Representative and are confident that the Representative will have sufficient time to adequately meet obligations to serve clients at both Filers.

15. The Representative will be subject to supervision by, and the applicable compliance requirements of, both Filers.

16. The Chief Compliance Officer and Ultimate Designated Person of each Filer will ensure that the Representative has sufficient time and resources to adequately serve each Filer and its clients.

17. The Filers each have adequate policies and procedures in place to address potential conflicts of interest that may arise as a result of the Dual Registration and will be able to deal appropriately with such conflicts, should they arise.

18. The relationship between the Filers and the fact that the Representative is dually registered with both of the Filers will be fully disclosed in writing to clients of each of them that deal with the Representative.

19. The Filers are affiliated and accordingly, the Dual Registration will not give rise to the conflicts of interest that may be present in a similar arrangement involving unrelated, arm's length firms. The interests of the Filers are aligned and both Filers wish to leverage the Representative's knowledge, expertise and experience for the benefit of their clients and funds. Therefore, the potential for conflicts of interest are remote.

20. In the absence of the Exemption Sought, the Filers would be prohibited by the Dual-Registration Restriction from permitting the Representative to act as a dealing representative of GIACP and as an associate advising representative of GPMCA, even though the Filers are affiliates and have controls and compliance procedures in place to deal with the Representative's advising and dealing activities.

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 on the following conditions:

i. The Representative is subject to supervision by, and the applicable compliance requirements of, both Filers;

ii. The Chief Compliance Officer and Ultimate Designated Person of each Filer ensures that the Representative has sufficient time and resources to adequately serve each Filer and its respective clients;

iii. Each Filer has adequate policies and procedures in place to address any potential conflicts of interest that may arise from the dual registration of the Representative, and to deal appropriately with any such conflicts; and

iv. The relationship between the Filers and the fact that the Representative is dually registered with both of the Filers is fully disclosed in writing to clients of each of them that deal with the Representative.

OSC File #: 2019/0499

BMO Investments Inc. et al.

Headnote

NP 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Approval of merger of mutual funds -- approval required because mergers do not meet the criteria for pre-approved reorganizations and transfers in National Instrument 81-102 -- merging funds may be considered not to have substantially similar investment objectives and fee structures -- one merger will not be a tax deferred transaction -- approval granted subject to securityholder approval.

Applicable Legislative Provisions

National Instrument 81-102 Investment Funds, ss. 5.5(1), 5.5(3), 5.6(1), 5.7(1).

May 28, 2021

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 BMO INVESTMENTS INC. (the Filer) AND BMO FLOATING RATE INCOME FUND BMO MONTHLY DIVIDEND FUND LTD. (each, a Terminating Fund and collectively, the Terminating Funds)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer on behalf of the Terminating Funds for a decision under the securities legislation of the Jurisdiction (the Legislation) approving the proposed merger of each Terminating Fund into the Continuing Fund opposite its name in the table below (each, a Merger and collectively, the Mergers) pursuant to paragraph 5.5(1)(b) of NI 81-102 (the Approval Sought):

Terminating Fund		Continuing Fund
BMO Floating Rate Income Fund	[RARR]	BMO U.S. High Yield Bond Fund
BMO Monthly Dividend Fund Ltd.	[RARR]	BMO Dividend Fund

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 section 4.7(2) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in each of the other provinces and territories of Canada (together with Ontario, the Canadian 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. The following additional terms shall have the following meanings:

Continuing Fund means each of BMO U.S. High Yield Bond Fund and BMO Dividend Fund;

Fund or Funds means, individually or collectively, the Terminating Funds and the Continuing Funds;

IRC means the independent review committee for the Funds;

NI 81-102 means National Instrument 81-102 Investment Funds;

NI 81-106 means National Instrument 81-106 Investment Fund Continuous Disclosure;

NI 81-107 means National Instrument 81-107 Independent Review Committee for Investment Funds; and

Tax Act means the Income Tax Act (Canada).

Representations

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

The Filer and the Funds

1. The Filer is a corporation amalgamated under the laws of Canada with its head office in Toronto, Ontario.

2. The Filer is the manager of the Funds and is registered as an investment fund manager in Ontario, Quebec and Newfoundland and Labrador, and as a mutual fund dealer in each of the Canadian Jurisdictions.

3. Each Fund, other than BMO Monthly Dividend Fund Ltd., is an open-ended mutual fund trust established under the laws of Ontario. BMO Monthly Dividend Fund Ltd. is a mutual fund corporation established under the laws of Ontario.

4. Each of the Funds is a reporting issuer under the applicable securities legislation of the Canadian Jurisdictions. Securities of the Funds are currently qualified for sale under a simplified prospectus, annual information form and fund facts each dated May 22, 2020, as amended (collectively, the Offering Documents).

5. Other than circumstances in which the securities regulatory authority of a province or territory of Canada has expressly exempted a Fund therefrom, each of the Funds follows the standard investment restrictions and practices established under NI 81-102.

6. All of the Continuing Funds have substantially similar valuation procedures to those of their corresponding Terminating Funds. The net asset value (NAV) for each series of a Fund is calculated on a daily basis in accordance with the Fund's valuation policy and as described in the Offering Documents.

7. Securities of the Continuing Funds are "qualified investments" under the Tax Act for registered retirement savings plans, registered retirement income funds, deferred profit sharing plans, registered education savings plans, registered disability savings plans and tax free savings accounts (collectively, the Registered Plans).

8. Neither the Filer nor the Funds is in default under the applicable securities legislation of the Canadian Jurisdictions.

Reason for Approval Sought

9. Regulatory approval of the Mergers is required because each Merger does not satisfy all of the criteria for pre-approved reorganizations and transfers set out in section 5.6 of NI 81-102 (the Pre-Approval Criteria). The Pre-Approval Criteria are not satisfied in the following ways:

(a) the fundamental investment objectives of each Continuing Fund is not, or may be considered not to be, "substantially similar" to the investment objectives of its corresponding Terminating Fund;

(b) the fee structure of each Continuing Fund is not, or may be considered not to be, "substantially similar" to the fee structure of its corresponding Terminating Fund; and

(c) the Merger of BMO Floating Rate Income Fund into BMO U.S. High Yield Bond Fund will not be completed as a "qualifying exchange" or other tax deferred transaction under the Tax Act.

10. Except as described in this decision, the proposed Mergers comply with all of the other Pre-Approval Criteria.

The Proposed Mergers and Securityholder Disclosure

11. Effective on or about June 25, 2021, if all required approvals for the Mergers are obtained, it is proposed that each Terminating Fund will merge into the Continuing Fund opposite its name in the table above, with each series of the Terminating Fund merging into an equivalent series of its corresponding Continuing Fund. Each Continuing Fund will continue as a publicly offered open-end mutual fund.

12. As BMO Monthly Dividend Fund Ltd. has a Classic Series but BMO Dividend Fund did not, a Classic Series of BMO Dividend Fund was qualified for distribution in order to facilitate the Merger of these Funds. The Classic Series created for BMO Dividend Fund will not be available for purchase by new investors and will only be available to investors purchasing through pre-existing continuous savings plans for Classic Series securities of BMO Monthly Dividend Fund Ltd. set up prior to June 25, 2021 (which continuous savings plans will be continued for BMO Dividend Fund after the effective date of the Merger).

13. In accordance with NI 81-106, a press release announcing the proposed Mergers was issued on March 25, 2021 and the press release, a material change report and amendments to the Offering Documents with respect to the proposed Mergers were filed via SEDAR also on March 25, 2021.

14. As required by NI 81-107, an IRC has been appointed for the Funds. The Filer presented the potential conflict of interest matters related to the proposed Mergers to the IRC for a recommendation. On April 8, 2020 and March 22, 2021, the IRC reviewed the potential conflict of interest matters related to the proposed Merger of BMO Floating Rate Income Fund into BMO U.S. High Yield Bond Fund and provided its positive recommendation for the Merger, after determining that the proposed Merger, if implemented, would achieve a fair and reasonable result for each Fund. On December 2, 2020 and March 22, 2021, the IRC reviewed the potential conflict of interest matters related to the proposed Merger of BMO Monthly Dividend Fund Ltd. into BMO Dividend Fund and provided its positive recommendation for the Merger, after determining that the proposed Merger, if implemented, would achieve a fair and reasonable result for each Fund.

15. Securityholders of the Terminating Funds will be asked to approve the Mergers at special meetings to be held on June 18, 2021. As disclosed in the Circular (defined below), in light of the dangers associated with the coronavirus pandemic, the Filer is holding the meetings solely as a virtual (online) meeting which will be conducted by way of live video webcast and teleconference. Securityholders will not be able to attend the meeting in person, but all securityholders of the Terminating Funds and duly appointed proxyholders, regardless of geographic location, will have an equal opportunity to participate, engage with the Filer as well as other investors in real time, and to vote at the meeting.

16. The Filer, as manager of the Continuing Funds, is of the view that the Mergers will not be a "material change" for any of the Continuing Funds.

17. By way of order dated December 8, 2016, the Filer was granted relief (the Notice-and-Access Relief) from the requirement set out in paragraph 12.2(2)(a) of NI 81-106 to send a printed management information circular to securityholders 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 securityholders.

18. Pursuant to the requirements of the Notice-and-Access Relief, a notice-and-access document and applicable proxies in connection with the special meetings, along with the fund facts of the relevant series of the Continuing Funds, as applicable, was mailed to securityholders of the corresponding Terminating Funds commencing on May 19, 2021 and concurrently filed via SEDAR. The management information circular, to which the notice-and-access document provides a link, was also filed via SEDAR at the same time (the Circular).

19. The Circular contains information about the Mergers for securityholders to consider before voting on the Mergers, including:

(a) The tax implications of the Mergers;

(b) The differences between the investment objectives and fee structures of the Terminating Funds and the Continuing Funds, as applicable;

(c) That, as a result of the Merger of BMO Monthly Dividend Fund Ltd. into BMO Dividend Fund, the nature of a securityholder's investment will change from holding shares of a fund that is structured as a corporation, being BMO Monthly Dividend Fund Ltd., to holding units of a fund that is structured as a trust, being BMO Dividend Fund and key differences between mutual funds structured as trusts and as corporations;

(d) The IRC's recommendation in respect of the Mergers;

(e) The various ways in which investors may obtain a copy of the simplified prospectus, annual information form and fund facts for each Continuing Fund and its most recent interim and annual financial statements and management reports of fund performance;

(f) The steps for implementing the Mergers and the benefits of the Mergers as summarized below;

(g) That securityholders of each Terminating Fund will continue to have the right to redeem securities of the Terminating Fund at any time up to the close of business on the business day immediately before the effective date of the Mergers, subject to applicable redemption charges;

(h) That after the effective date of each Merger, securityholders of each Terminating Fund will be able to redeem or switch out of the securities of the Continuing Fund that they acquire upon the Merger;

(i) That the existing standard deferred charge or low load deferred charge schedule applicable to securities of a Terminating Fund will be carried over to the securities of the corresponding Continuing Fund;

(j) That following the Mergers, all optional plans, including continuous savings plans and systematic withdrawal plans, that have been established for a Terminating Fund will be re-established for the applicable Continuing Fund, unless securityholders of the Terminating Funds advise otherwise;

(k) That no sales charges, redemption fees or other fees or commissions will be payable by securityholders of the Terminating Funds in connection with the Mergers and all costs and expenses associated with the Mergers will be borne by the Filer;

(l) The Filer's proposal (with securityholder approval sought) for terminating BMO Floating Rate Income Fund effective on or about June 25, 2021 if the proposed Merger of BMO Floating Rate Income Fund into BMO U.S. High Yield Bond Fund is not approved; and

(m) That the Filer does not currently intend to terminate BMO Monthly Dividend Fund Ltd. if the required securityholder approval is not obtained, but may decide to do so in the future.

Merger Implementation

20. The proposed Mergers will be structured as follows:

(a) Prior to effecting the Merger, BMO Monthly Dividend Fund Ltd. will file articles of amendment to provide it with the ability to (i) redeem shares at its option in order to effect the merger, liquidation, winding up and dissolution of BMO Monthly Dividend Fund Ltd.; and (ii) pay the proceeds of such redemption in kind, to allow the Merger of BMO Monthly Dividend Fund Ltd. into BMO Dividend Fund to qualify as a "qualifying exchange" under the Tax Act.

(b) BMO Monthly Dividend Fund Ltd. will jointly elect with BMO Dividend Fund that the Merger be treated as a "qualifying exchange", as defined in subsection 132.2(1) of the Tax Act.

(c) Prior to effecting the Mergers, if required, each Terminating Fund will sell any securities in its portfolio that do not meet the investment objectives and investment strategies of its corresponding Continuing Fund. As a result, each Terminating Fund may temporarily hold cash or money market instruments and may not be fully invested in accordance with its investment objectives for a brief period of time prior to the Merger being effected.

(d) Prior to effecting the Mergers:

(i) BMO Floating Rate Income Fund will distribute a sufficient amount of its net income and net realized capital gains, if any, to unitholders to ensure that it will not be subject to tax for its current tax year. Any such distribution will be automatically reinvested in additional units of BMO Floating Rate Income Fund; and

(ii) BMO Monthly Dividend Fund Ltd. may pay ordinary dividends or capital gains dividends to its securityholders. Any such dividends will be automatically reinvested in additional securities of BMO Monthly Dividend Fund Ltd.

(e) The value of each Terminating Fund's portfolio and other assets will be determined at the close of business on the effective date of the Merger in accordance with its constating documents.

(f) Each Terminating Fund will sell its investment portfolio and other assets to its corresponding Continuing Fund in exchange for securities of the Continuing Fund.

(g) Each Continuing Fund will not assume liabilities of is corresponding Terminating Fund and the Terminating Fund will retain sufficient assets to satisfy its estimated liabilities, if any, as of the effective date of the Merger.

(h) The securities of the Continuing Fund received by its corresponding Terminating Fund will have an aggregate NAV equal to the value of the portfolio assets and other assets that the Continuing Fund is acquiring from the Terminating Fund, and the securities of the Continuing Fund will be issued at the applicable series NAV per unit as of the close of business on the effective date of the Merger.

(i) Immediately thereafter, the securities of the Continuing Fund received by its corresponding Terminating Fund will be distributed to securityholders of the Terminating Fund in exchange for their securities in the Terminating Fund on a dollar-for-dollar and series-by-series basis, as applicable.

(j) As soon as reasonably possible following the Merger, the Terminating Fund will be wound up and dissolved.

21. Securityholders of each Terminating Fund will receive securities of the corresponding Continuing Fund with a value equal to the value of their securities of the Terminating Fund.

22. The Filer will pay for the costs of the Mergers. These costs consist mainly of brokerage charges associated with the Merger-related trades that occur both before and after the effective date of the Mergers and legal, proxy solicitation, printing, mailing and regulatory fees.

Tax Consequences of Mergers

23. The Merger of BMO Floating Rate Income Fund into BMO U.S. High Yield Bond Fund will be effected on a taxable basis and the Merger of BMO Monthly Dividend Fund Ltd. into BMO Dividend Fund will be effected on a tax-deferred basis.

24. The Filer has determined that it would not be appropriate to effect the Merger of BMO Floating Rate Income Fund into BMO U.S. High Yield Bond Fund as a "qualifying exchange" or a tax deferred transaction under the Tax Act for the following reasons:

(a) BMO U.S. High Yield Bond Fund has significant, unutilized loss carryforwards that would be lost if the Merger were completed on a tax-deferred basis under the Tax Act;

(b) The vast majority of investors in BMO Floating Rate Income Fund hold their securities in tax-exempt Registered Plans and a taxable merger is neither beneficial nor detrimental to a tax-exempt Registered Plan;

(c) Most investors who hold their securities of BMO Floating Rate Income Fund outside a Registered Plan are also in a loss position and triggering a loss can be beneficial to such investors because they can use the losses to offset any capital gains realized in the same year or any of the previous three years, and thus immediately reduce their tax liability. Under a tax-deferred merger, the realization of an investor's capital losses would be deferred. The Filer is of the view that this deferral is detrimental to those investors because the loss would not be immediately available to the investor to offset current or prior capital gains; and

(d) The few taxable investors in a gain position on their securities of BMO Floating Rate Income Fund who may be negatively impacted by the Merger proceeding on a taxable basis will be provided with fulsome disclosure on the tax impact of such proposed Merger and will have the opportunity to redeem their securities prior to the effective date of the Merger or to vote against the proposed Merger.

25. In respect of the Merger:

(a) of BMO Monthly Dividend Fund Ltd. into BMO Dividend Fund that will be effected on a tax-deferred basis, the Circular discloses that the Filer expects that a significant portion of the portfolio will be sold and that, based on current market values, the Filer expects that any income or capital gains realized by BMO Monthly Dividend Fund Ltd. on the liquidation of securities prior to the Merger will be offset by available losses; and

(b) of BMO Floating Rate Income Fund into BMO U.S. High Yield Bond Fund that will be effected on a taxable basis, the Circular discloses that the Filer expects that all or substantially all of the securities in the portfolio will be sold and that as at the date of the Circular, the Filer expects that BMO Floating Rate Income Fund will have sufficient losses to absorb any gains generated by the sale of portfolio assets.

Benefits of Mergers

26. The Filer believes that the Mergers are beneficial to securityholders of each Terminating Fund and Continuing Fund for the following reasons:

(a) the Continuing Funds have broader investment objectives than their corresponding Terminating Funds, thereby providing greater flexibility to the portfolio manager, which may benefit investors across market cycles and credit cycles;

(i) with respect to the Merger of BMO Floating Rate Income Fund into BMO U.S. High Yield Bond Fund, the Continuing Fund offers a wider approach to investing in non-investment grade fixed income than the Terminating Fund, and thus Terminating Fund investors may benefit from the synergies of the portfolio manager's global fixed income capabilities;

(ii) with respect to the Merger of BMO Monthly Dividend Fund Ltd. into BMO Dividend Fund, the Continuing Fund offers exposure to a Canadian dividend mandate that has a wider approach to investing in dividend paying securities than the Terminating Fund, and thus Terminating Fund investors may benefit from a wider set of investment options;

(b) there is minimal demand for each Terminating Fund, as evidenced by declining assets under management (AUM) in each Terminating Fund over an extended period of time, which may lead to portfolio diversification challenges in the Terminating Funds if AUM continues to decline;

(c) each Terminating Fund has variable operating expenses, which means its expenses are spread over a smaller asset base as the AUM of each Terminating Fund continues to decline, while each Continuing Fund uses a fixed administration fee model, which means a consistent expense is charged to the fund, even if the AUM of a Continuing Fund were to decline;

(d) the Mergers will result in a more streamlined and simplified product line-up that is easier for investors to understand;

(e) each Continuing Fund has delivered stronger long-term performance than its applicable Terminating Fund;

(f) each Continuing Fund, as a result of its greater size, may benefit from its larger profile in the marketplace to attract additional investors and thus remain a viable long term investment; and

(g) management fees in the Continuing Funds are the same as, or lower than, management fees in the Terminating Funds.

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 Approval Sought is granted, provided that the Filer obtains the prior approval of the securityholders of the Terminating Funds at special meetings held for that purpose.

Application File #: 2021/0209

Alvin Jones

File No. 2021-5

IN THE MATTER OF ALVIN JONES

May 27, 2021

ORDER

WHEREAS on May 27, 2021, the Ontario Securities Commission held a hearing by teleconference in relation to the application brought by Alvin Jones (Jones) to review a decision of the Investment Industry Regulatory Organization of Canada (IIROC) dated December 10, 2020;

ON READING the application and on hearing the submissions of the representatives for Jones, Staff of IIROC and Staff of the Commission;

IT IS ORDERED THAT:

1. by 4:30 p.m. on July 16, 2021, Jones shall:

a. serve a draft amended application, if any, on Staff of IIROC and Staff of the Commission; and

b. serve and file the record of the original proceeding; and

2. a further attendance in this proceeding is scheduled for July 30, 2021 at 10:00 a.m., by teleconference, or on such other dates or times as may be agreed to by the parties and set by the Office of the Secretary.

Plateau Energy Metals Inc. et al.

File No. 2021-16

IN THE MATTER OF PLATEAU ENERGY METALS INC., ALEXANDER FRANCIS CUTHBERT HOLMES AND PHILIP NEVILLE GIBBS

May 27, 2021

ORDER

WHEREAS on May 27, 2021, the Ontario Securities Commission held a hearing by teleconference;

ON HEARING the submissions of the representatives for Staff of the Commission and for each of Plateau Energy Metals Inc., Alexander Francis Cuthbert Holmes and Philip Neville Gibbs;

IT IS ORDERED THAT:

1. The respondents shall serve and file a motion, if any, regarding Staff's disclosure or seeking disclosure of additional documents, by 4:30 p.m. on September 7, 2021;

2. Staff shall serve and file a witness list, and serve a summary of each witness' anticipated evidence on the respondents, and indicate any intention to call an expert witness, including providing the expert's name and the issues on which the expert will give evidence, by 4:30 p.m. on September 9, 2021; and

3. a further attendance in this matter is scheduled for September 17, 2021 at 10:00 a.m., by videoconference, or on such other date and time as may be agreed to by the parties and set by the Office of the Secretary.

Cuspis Capital Ltd. -- s. 1(6) of the OBCA

Headnote

Applicant deemed to have ceased to be offering securities to the public under the Business Corporations Act (Ontario).

Applicable Legislative Provisions

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 1(6).

May 28, 2021

IN THE MATTER OF THE BUSINESS CORPORATIONS ACT (ONTARIO), R.S.O. 1990, c. B.16, AS AMENDED (the "OBCA") AND IN THE MATTER OF CUSPIS CAPITAL LTD. (the Applicant)

ORDER (Subsection 1(6) of the OBCA)

UPON the application of the Applicant to the Ontario Securities Commission (the Commission) for an order pursuant to subsection 1(6) of the OBCA to be deemed to have ceased to be offering its securities to the public;

AND UPON the Applicant representing to the Commission that:

(a) the Applicant is an "offering corporation" as defined in the OBCA.

(b) The Applicant has no intention to seek public financing by way of an offering of securities.

(c) On April 30, 2021 the Applicant was granted an order (the Reporting Issuer Order) pursuant to subclause 1(10)(a)(ii) of the Securities Act (Ontario) that it is not a reporting issuer in Ontario and is not a reporting issuer or the equivalent in any other jurisdiction in Canada in accordance with the simplified procedure set out in National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The representations set out in the Reporting Issuer Order continue to be true.

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

IT IS HEREBY ORDERED by the Commission pursuant to subsection 1(6) of the OBCA that the Applicant be deemed to have ceased to be offering its securities to the public for the purpose of the OBCA.

OSC File #: 2021/0249

Daniel Sheehan

File No. 2020-38

IN THE MATTER OF DANIEL SHEEHAN

May 28, 2021

ORDER

WHEREAS on May 28, 2021, the Ontario Securities Commission held a hearing by teleconference;

ON HEARING the submissions of the representatives for Staff of the Commission and for Daniel Sheehan;

IT IS ORDERED THAT:

1. each party shall serve the other party with a hearing brief containing copies of the documents, and identifying the other things, that the party intends to produce or enter as evidence at the merits hearing, by 4:30 p.m. on July 13, 2021;

2. each party shall provide to the Registrar a completed copy of the E-hearing Checklist for Videoconference Hearings by 4:30 p.m. on July 16, 2021;

3. a further attendance in this matter is scheduled for July 23, 2021 at 10:00 a.m., by teleconference, or on such other date and time as may be agreed to by the parties and set by the Office of the Secretary;

4. each party shall provide to the Registrar the electronic documents that the party intends to rely on or enter into evidence at the merits hearing, along with an index file containing hyperlinks to the documents in the hearing brief, in accordance with the Protocol for E-hearings, by 4:30 p.m. on August 18, 2021; and

5. the merits hearing in this proceeding shall take place by videoconference and commence on August 25, 2021 at 10:00 a.m., and continue on August 26 and 27, 2021 at 10:00 a.m. on each day, or on such other dates and times as may be agreed to by the parties and set by the Office of the Secretary.

Trevor Rosborough et al.

File No. 2020-33

IN THE MATTER OF TREVOR ROSBOROUGH, TAYLOR CARR and DMITRI GRAHAM

May 31, 2021

ORDER

WHEREAS on May 31, 2021, the Ontario Securities Commission held a hearing by teleconference;

ON HEARING the submissions of the representatives for Staff of the Commission (Staff) and Trevor Rosborough and of Dmitri Graham appearing on his own behalf, no one appearing for Taylor Carr;

IT IS ORDERED THAT:

1. by 4:30 p.m. on June 14, 2021, Graham shall serve and file a witness list and serve a summary of each witness's anticipated evidence;

2. by 4:30 p.m. on August 20, 2021, Staff shall serve a hearing brief containing copies of the documents, and identifying the other things, that Staff intends to produce or enter as evidence at the merits hearing, including any affidavits of Staff's witnesses;

3. by 4:30 p.m. on September 3, 2021, each Respondent shall serve a hearing brief containing copies of the documents, and identifying the other things, that they intend to produce or enter as evidence at the merits hearing;

4. by 4:30 p.m. on September 7, 2021, each Party shall provide to the Registrar a completed copy of the E-hearing Checklist for the Hearing on the Merits;

5. the final interlocutory attendance in this proceeding is scheduled for September 13, 2021, at 10:00 a.m., by teleconference, or on such other date and time as may be agreed to by the Parties and set by the Office of the Secretary;

6. by 4:30 p.m. on October 7, 2021, each Party shall provide to the Registrar the electronic documents that the Party intends to rely on or enter into evidence at the merits hearing, along with an Index File containing hyperlinks to the documents in the hearing brief, in accordance with the Protocol for E-hearings;

7. the merits hearing shall take place by videoconference and commence on November 2, 2021, at 10:00 a.m., and continue on November 3, 5, 8, 10, 11, 12, 15, 17, 18, 19, 22, 25, and 26, 2021, at 10:00 a.m. on each day, or on such other dates and times as may be agreed to by the Parties and set by the Office of the Secretary.

Strike Holdings Inc. et al. -- ss. 127(8), 127(1)

File No. 2021-13

IN THE MATTER OF STRIKE HOLDINGS INC., KM STRIKE MANAGEMENT INC., MICHAEL AONSO AND KEVIN CARMICHAEL

May 31, 2021

ORDER (Subsections 127(8) and 127(1) of the Securities Act, RSO 1990 c S.5)

WHEREAS the Ontario Securities Commission held a hearing on May 31, 2021 by teleconference to consider a motion by Staff of the Commission (Staff) to further extend a temporary order dated April 21, 2021, and extended on May 3, 2021 (the Temporary Order), against Strike Holdings Inc., KM Strike Management Inc., Michael Aonso and Kevin Carmichael (together, the Respondents);

ON READING the materials filed by Staff and hearing the submissions of representatives of Staff and the representatives for the Respondents, and on considering that the Respondents consent to an extension of the Temporary Order;

IT IS ORDERED THAT:

1. pursuant to subsection 127(8) and paragraph 2 of subsection 127(1) of the Securities Act, RSO 1990, c S.5 (the Act), all trading in any securities by the Respondents shall cease until December 2, 2021;

2. pursuant to subsection 127(8) and paragraph 3 of subsection 127(1) of the Act, any exemptions contained in Ontario securities law do not apply to the Respondents until December 2, 2021; and

3. notwithstanding paragraph 1 above, the Respondent, Michael Aonso, shall be permitted to trade securities in any registered retirement savings plan (as defined in the Income Tax Act, RSC, 1985, c 1 (5^th Supp)) in which he has sole legal and beneficial ownership, provided that such trading is carried out through a registered dealer in Canada to whom he has given a copy of this Order.

Sunrise Energy Metals Limited (formerly Clean TEQ Holdings Limited)

Headnote

National Policy 11-203 Process For Exemptive Relief Applications in Multiple Jurisdictions -- Application by a reporting issuer for an order that it is not a reporting issuer -- Based on diligent enquiry, residents of Canada (i) directly or indirectly beneficially own approximately 2.77% of the issuer's outstanding shares worldwide, and (ii) approximately 0.44% of the total number of shareholders of the issuer worldwide -- Issuer is subject to Australian securities law and requirements of the Australian Stock Exchange -- Issuer has undertaken that it will concurrently deliver to its Canadian securityholders all disclosure material it is required under Australian securities laws and exchange requirements to deliver to Australian resident securityholders -- Issuer has provided notice that it submitted an application to cease to be a reporting issuer in Ontario.

Applicable Legislative Provisions

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

May 31, 2021

IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, CHAPTER S.5, AS AMENDED AND IN THE MATTER OF SUNRISE ENERGY METALS LIMITED (FORMERLY, CLEAN TEQ HOLDINGS LIMITED) (the Filer)

ORDER

Background

The Ontario Securities Commission (the Commission) has received an application from the Filer for an order under subparagraph 1(10)(a)(ii) of the Securities Act (Ontario) (the Act) that the Filer is not a reporting issuer in Ontario (the Order Sought).

Interpretation

Terms defined in National Instrument 14-101 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 an Australian based business focused on the development and commercialization of technologies for metals recovery and industrial water treatment. The Filer's material property is the Clean TeQ Sunrise Project located in New South Wales, Australia.

2. The Filer is a company existing under the Corporations Act 2001 (Australia) and the Filer's registered office and principal place of business is located in Victoria, Australia.

3. The Filer has no assets or operations in Canada. None of the Filer's officers or employees are residents of Canada and only one of the Filer's non-executive directors is a resident of Canada.

4. The Filer is not a reporting issuer in any jurisdiction of Canada other than Ontario and the Filer is not in default of the securities legislation of any jurisdiction in Canada.

5. The Filer's authorized capital consists of an unlimited number of ordinary shares (Ordinary Shares), of which 885,941,458 were issued and outstanding as of March 18, 2021. The Filer has no outstanding securities other than: (a) the Ordinary Shares; (b) options (Options) issued under the Filer's employee incentive plan and entitling the holders thereof to acquire 6,746,589 Ordinary Shares; and (c) performance share rights (Performance Share Rights) under the Filer's employee incentive plan and entitling the holders thereof to receive, subject to the satisfaction of the relevant vesting conditions and performance hurdles, up to 19,098,179 Ordinary Shares.

6. Effective March 29, 2021, the Filer consolidated its Ordinary Shares on a 10:1 basis. All references to the Ordinary Shares in this order are to pre-consolidation Ordinary Shares.

7. The Ordinary Shares are listed on the Australian Securities Exchange (the ASX) under the trading symbol "SRL". The Ordinary Shares were previously listed on the Toronto Stock Exchange (the TSX).

8. On November 5, 2020, at the request of the Filer, the Ordinary Shares were voluntarily delisted from the TSX effective at the close of trading. At the time of delisting from the TSX, the directors of the Filer disclosed that the minimal trading activity of the Ordinary Shares on the TSX no longer justified the expense and administrative efforts associated with maintaining the dual listing, and that the Filer's listing on the ASX provided shareholders with sufficient liquidity.

9. In support of the representations set forth below concerning the percentage of outstanding shareholders and the total number of shareholders in Canada, the Filer sought and obtained information as of February 4, 2021, from NASDAQ Global Corporate Solutions (NGCS), regarding the number, holdings, identity and geographic location of the registered holders of its outstanding Ordinary Shares. NGCS undertook a thorough and diligent examination of the share register, various reports and public filings for the purposes of determining the number, holdings, identity and geographic location of the beneficial holders of its Ordinary Shares, including a look-through of custodian and nominee positions.

10. Accordingly, based on the Filer's inquiries described above conducted on its behalf by NGCS, as of February 4, 2021, the Filer had 885,941,458 Ordinary Shares outstanding, of which the number of Ordinary Shares held by residents of Canada beneficially and of record, is 24,564,556 shares representing 2.77% of the total outstanding shares. Excluding the holdings of one Canadian institutional investor and one publicly listed Canadian corporate shareholder, residents of Canada directly or indirectly beneficially own 10,300,780 (1.16%) Ordinary Shares. Further, residents of Canada represent approximately 33 of the Filer's approximate 7,483 worldwide securityholders and therefore residents of Canada comprise 0.44% of the Filer's worldwide securityholders.

11. Residents of Canada do not beneficially own any of the Options or Performance Share Rights.

12. The Filer has no current intention to seek public or private financing by way of an offering of securities in any jurisdiction of Canada.

13. The Filer has never conducted a prospectus or private placement offering in Canada. Since delisting, the Filer has not taken any steps that indicate there is a market for its securities in Canada. In the 12 months prior to the voluntary delisting of the Ordinary Shares from the TSX, the daily average volume of trading of the Ordinary Shares in Canada was approximately 4.21% of the daily average volume of trading of the Ordinary Shares worldwide during the same period.

14. None of the Filer's securities are listed, traded or quoted on a marketplace in Canada (as that term is defined in National Instrument 21-101 Marketplace Operation) and the Filer does not intend to have its securities listed, traded or quoted on any such marketplace in Canada.

15. The Filer is subject to all applicable corporate requirements of a company formed in Australia, applicable Australian laws and the rules of the ASX. The Filer is not in default of any requirements of Australian law or the rules or requirements of the ASX applicable to it.

16. The Filer files periodic and timely disclosure as required under the securities laws of Australia and the rules of the ASX.

17. The Filer qualifies as a "designated foreign issuer" under National Instrument 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers (NI 71-102) and has relied on, and complied with, the exemptions from Canadian continuous disclosure requirements afforded to designated foreign issuers under Part 5 of NI 71-102.

18. On April 26, 2021, the Filer filed its ASX Quarterly Activities Report on SEDAR and disclosed that it has submitted an application to the Commission for an order that it is not a reporting issuer in Ontario and, if that order is granted, the Filer will no longer be a reporting issuer in any jurisdiction of Canada.

19. The Filer has provided an undertaking to the Commission that it will deliver to its Canadian resident securityholders, in the same manner and at the same time as delivered to its Australian resident securityholders, all continuous disclosure that the Filer is required to deliver to its Australian resident securityholders under applicable Australian securities laws and ASX requirements.

20. The Filer is unable to rely on the simplified procedure set out in National Policy 11-206 Process for Cease to be a Reporting Issuer Applications (NP 11-206) to seek an order that it is not a reporting issuer in Ontario as the Filer has, among other things, more than 50 securityholders worldwide.

21. The Filer is unable to rely on the modified procedure set out in NP 11-206 to seek an order that it is not a reporting issuer Ontario as, among other things, more than 2% of outstanding Ordinary Shares are beneficially owned by Canadian residents.

Decision

The Commission is satisfied that it would not be prejudicial to the public interest for the Commission to make the order.

The decision of the Commission under subparagraph 1(10)(a)(ii) of the Act is that the Order Sought is granted.

Jonathan Cartu et al. -- ss. 127, 127.1

File No. 2020-14

IN THE MATTER OF JONATHAN CARTU, DAVID CARTU and JOSHUA CARTU

May 26, 2021

ORDER (Sections 127 and 127.1 of the Securities Act, RSO 1990, c S.5)

WHEREAS on May 26, 2021, the Ontario Securities Commission (the Commission) held a hearing by videoconference to consider the request made jointly by David Cartu (Cartu) and Staff of the Commission (Staff) for approval of a settlement agreement dated May 18, 2021 (the Settlement Agreement);

ON READING the Joint Application for Settlement Hearing, including the Statement of Allegations dated May 4, 2020 and the Settlement Agreement, and the written submissions of Staff, and on hearing the submissions of Staff and the representative for the respondent Cartu, and on considering Cartu having made payment of each of $300,000 and $15,000 to the Commission in accordance with the terms of the Settlement Agreement;

IT IS ORDERED THAT:

1. the Settlement Agreement is approved;

2. pursuant to paragraph 8 of subsection 127(1) of the Act, Cartu is prohibited from becoming or acting as a director or officer of any issuer for a period of seven years from the date of this Order;

3. pursuant to paragraph 2 of subsection 127(1) of the Act, trading in any securities by Cartu shall cease for a period of seven years from the date of this Order;

4. pursuant paragraph 9 of subsection 127(1) of the Act, Cartu shall pay an administrative penalty of $300,000, which amount shall be designated for allocation or use by the Commission in accordance with subsections 3.4(2)(b)(i) or (ii) of the Act; and

5. pursuant to paragraph 1 of subsection 127.1 of the Act, Cartu shall pay $15,000 for the costs of the investigation.

File No. 2020-14

IN THE MATTER OF JONATHAN CARTU, DAVID CARTU and JOSHUA CARTU

SETTLEMENT AGREEMENT

PART I -- INTRODUCTION AND STAFF'S REGULATORY MESSAGE

1. Foreign companies and individuals who permit or otherwise engage in activities that facilitate the sale of securities to Ontarians must first ensure they have met all registration requirements under Securities Act RSO 1990, c.S.5 (the Act). The registration requirements serve to protect Ontario investors. When foreign companies and individuals facilitate the sale of securities by others without registration, they contravene Ontario securities law, expose investors to unacceptable risks of harm, and undermine investor confidence and the fairness of our markets.

2. In this case, between July 2013 and April 2017, Greymountain Limited (Greymountain) and UKTVM Ltd. (UKTVM), offshore companies in which David Cartu (Cartu) had sole beneficial interest, provided services to merchants (merchants) that were engaged in the sale of binary options to Ontario residents contrary to Ontario securities law.

3. The services provided by Greymountain and UKTVM facilitated the processing of payments by merchants in connection with the merchants' sale of binary options to Ontario investors. The merchants' activities resulted in investor losses and violated sections 25(1) and 53(1) of the Act. The services provided to those merchants by Greymountain and UKTVM constituted acts in furtherance of trading in securities, contrary to section 25(1) of the Act.

4. Between July 2013 and December 2014, UKTVM provided services to an online binary options trading merchant (theMerchant) that had the effect of facilitating payment for the sale of binary options to Ontario investors in the amount of approximately $132,000.

5. Between December 2014 and April 2017, Greymountain provided services to the Merchant and other merchants, including services that facilitated payment for the sale of binary options to Ontario investors in the amount of approximately $1.2 million.

6. Greymountain ceased providing services to merchants engaged in the sale of binary options to Ontario residents on April 24, 2017, two days before the Canadian Securities Administrators' announcement of a proposed ban on the advertising and sale of binary options. In July 2017, Greymountain went into liquidation.{1}

7. The parties will jointly file a request that the Ontario Securities Commission (the Commission) issue a Notice of Hearing (the Notice of Hearing) to announce that it will hold a hearing (the Settlement Hearing) to consider whether, pursuant to 127.1 of the Act, it is in the public interest for the Commission to make certain orders against Cartu.

PART II -- JOINT SETTLEMENT RECOMMENDATION

8. Staff agree to recommend settlement of the proceeding commenced by the Notice of Hearing (the "Proceeding") against Cartu according to the terms and conditions set out in Part V of this Settlement Agreement (the "Settlement Agreement"). Cartu agrees to the making of an order in the form attached as Schedule "A" (the "Order"), based on the facts set out below.

9. For the purposes of the Proceeding, and any other regulatory proceeding commenced by a Canadian securities regulatory authority, Cartu agrees with the facts set out in Part III and the conclusions set out in Part IV of this Settlement Agreement.

PART III -- AGREED FACTS

A. Cartu

10. During the relevant period, Cartu, then a resident of Israel, was the sole beneficial owner of each of UKTVM and Greymountain and derived income from their operations.

11. None of Cartu, UKTVM or Greymountain have ever been registered under Ontario securities law.

12. There is no evidence that Cartu received amounts from, had contact with, initiated or solicited any Ontario investor to purchase binary options, or that he engaged in acts of dishonesty with respect to Ontario investors.

B. UKTVM

13. UKTVM was incorporated in the United Kingdom on October 8, 2012. It provided administrative services to the Merchant, whose website was accessible to Ontario investors.

14. Among other services, investor deposits to the Merchant's website by credit or debit card were indirectly facilitated by UKTVM, which entered into an agreement with a third-party payment processor (Payment Processor) for that purpose. The Merchant's website stated that processing was provided by UKTVM. The name of the Merchant and/or of UKTVM appeared on some credit card statements of investors in Ontario and elsewhere.

15. In exchange for UKTVM's services, UKTVM charged the Merchant a commission of approximately 5% of investor deposits and charged a fee for certain other services.

16. UKTVM ceased operations in December 2014.

17. The services UKTVM provided to the Merchant indirectly facilitated payment for the sale of binary options to Ontario investors in an amount not exceeding $132,000.

C. Greymountain

18. Greymountain was incorporated in Ireland on May 20, 2014.

19. Greymountain provided technical integration services and customised IT solutions to the Merchant. In connection with these services, Greymountain entered into service agreements with third party payment processors to facilitate investor deposits to the Merchant's website by credit or debit card. The Merchant's website stated that processing and "White Label Solutions" were provided by Greymountain. Subsequently, the name of the Merchant and/or Greymountain appeared on some credit card statements of Ontario investors.

20. Commencing in or about December 2014, Greymountain began providing "White Label Solutions" for other binary option merchants as well. The services provided by Greymountain to these merchants included indirectly facilitating credit and debit card deposits by investors in Ontario and elsewhere. In particular, Greymountain's technology enabled certain merchants to receive funds from credit and debit card companies.

21. In exchange for Greymountain's services, Greymountain charged merchants a commission of approximately 7% of investor deposits from Ontario investors and charged a fee for certain other services.

22. The name "Greymountain" appeared on some credit card statements of investors in Ontario who invested in binary options sold by the merchants.

23. The services provided by Greymountain indirectly facilitated payment for the sale of binary options to Ontario investors in the total amount of approximately $1.2 million.

24. Greymountain went into liquidation in July 2017. While Greymountain was in liquidation, Cartu and Greymountain employees assisted the liquidator in recovering funds from merchants for investors.

PART IV -- CONDUCT CONTRARY TO ONTARIO SECURITIES LAW AND THE PUBLIC INTEREST

25. Cartu admits and acknowledges that he contravened Ontario securities law and acted contrary to the public interest by knowingly permitting UKTVM and Greymountain to engage in activities that constituted acts in furtherance of trading in securities. Such acts in furtherance of trading in securities contravened section 25(1) of the Act. The business of UKTVM and Greymountain indirectly facilitated trading by Ontario investors in binary options who transacted with merchants that contravened sections 25 and 53 of the Act, and whose activities resulted in investor losses.

PART V -- TERMS OF SETTLEMENT

26. The Respondent agrees to the terms of settlement listed below and consents to the Order in substantially the form attached hereto as Schedule "A", which provides that:

a. the Settlement Agreement is approved;

b. pursuant to paragraph 8 of subsection 127(1) of the Act, Cartu shall be prohibited from acting as a director or officer of any issuer for a period of seven years from the date of the Order;

c. pursuant to paragraph 2 of subsection 127(1) of the Act, trading in any securities by Cartu shall cease for a period of seven years from the date of the Order;

d. pursuant paragraph 9 of subsection 127(1), Cartu shall pay an administrative penalty of C$300,000 by wire transfer to the Commission before the commencement of the Settlement Hearing, which amount shall be designated for allocation for use by the Commission in accordance with subsections 3.4(2)(b)(i) or (ii) of the Act; and

e. pursuant to paragraph 1 of subsection 127.1 of the Act, Cartu shall pay costs of the Commission's investigation in the amount of C$15,000, by wire transfer to the Commission before the commencement of the Settlement Hearing, pursuant to section 127.1 of the Act.

27. Cartu agrees to attend at the hearing before the Commission to consider the proposed settlement by video conference.

28. The Respondent acknowledges that this Settlement Agreement and the Order may form the basis for orders of parallel effect in other jurisdictions in Canada. The securities laws of some other Canadian jurisdictions allow orders made in this matter to take effect in those other jurisdictions automatically, without further notice to the Respondent. The Respondent should contact the securities regulator of any other jurisdiction in which the Respondent intends to engage in any securities- or derivatives-related activities, prior to undertaking such activities.

PART VI -- FURTHER PROCEEDINGS

29. If the Commission approves this Settlement Agreement, Staff will not commence or continue any proceeding against the Respondent under Ontario securities law based on the misconduct described in Part III of this Settlement Agreement, unless the Respondent fails to comply with any term in this Settlement Agreement, in which case Staff may bring proceedings under Ontario securities law against the Respondent that may be based on, among other things, the facts set out in Part III of this Settlement Agreement as well as the breach of this Settlement Agreement.

30. If the Commission approves this Settlement Agreement and Cartu fails to comply with any of the terms of the Settlement Agreement, Staff or the Commission, as the case may be, may bring proceedings under Ontario securities law against Cartu. These proceedings may be based on, but need not be limited to, the facts set out in Part III of this Settlement Agreement as well as the breach of the Settlement Agreement.

31. Cartu waives any defences to a proceeding referred to in paragraph 30 that are based on the limitation period in the Act, provided that no such proceeding shall be commenced later than six years from the date of the occurrence of the last failure to comply with the Settlement Agreement.

PART VII -- PROCEDURE FOR APPROVAL OF SETTLEMENT

32. The parties will seek approval of this Settlement Agreement at the Settlement Hearing before the Commission, according to the procedures set out in this Settlement Agreement and the Commission's Rules of Procedure.

33. Staff and Cartu agree that this Settlement Agreement will form all of the agreed facts that will be submitted at the Settlement Hearing in relation to Cartu's conduct, unless the parties agree that additional facts should be submitted at the Settlement Hearing.

34. If the Commission approves this Settlement Agreement:

a. Cartu irrevocably waives all rights to a full hearing, judicial review or appeal of this matter under the Act; and

b. No party will make any public statement that is inconsistent with this Settlement Agreement or with any additional agreed facts submitted at the Settlement Hearing.

35. If the Commission does not approve this Settlement Agreement at the Settlement Hearing, Staff shall return to Cartu all funds paid by them to the Commission prior to the Settlement hearing within seven (7) days of the Settlement Hearing or the Commission's decision not to approve this Settlement Agreement, whichever is later.

36. Whether or not the Commission approves this Settlement Agreement, Cartu will not use, in any proceeding, this Settlement Agreement or the negotiation or process of approval of this Settlement Agreement as the basis for any attack on the Commission's jurisdiction, alleged bias, alleged unfairness, or any other remedies or challenges that may otherwise be available.

PART VIII -- DISCLOSURE OF SETTLEMENT AGREEMENT

37. If the Commission does not approve this Settlement Agreement or does not make an order substantially in the form of the Order attached as Schedule "A" to this Settlement Agreement:

a. this Settlement Agreement and all discussions and negotiations between Staff and Cartu before the Settlement Hearing takes place will be without prejudice to Staff and Cartu; and

b. Staff and Cartu will each be entitled to all available proceedings, remedies and challenges, including proceeding to a hearing on the merits of the allegations contained in the Statement of Allegations dated May 5,2020. Any such proceedings, remedies and challenges will not be affected by this Settlement Agreement, or by any discussions or negotiations relating to this Settlement Agreement.

38. The parties will keep the terms of this Settlement Agreement confidential until the Commission approves the Settlement Agreement, except as is necessary to make submissions at the Settlement Hearing. If, for whatever reason, the Commission does not approve the Settlement Agreement, the terms of the Settlement Agreement shall remain confidential indefinitely, unless Staff and the Respondents otherwise agree in writing or if required by law.

PART IX -- EXECUTION OF SETTLEMENT AGREEMENT

39. This Settlement Agreement may be signed in one or more counterparts which, together, constitute a binding agreement.

40. A facsimile copy or other electronic copy of any signature will be as effective as an original signature.

DATED at this 18th day of May, 2021.

DATED at Toronto, Ontario, this 17^th day of May, 2021.

{1} On December 12, 2017, Multilateral Instrument 91-102 Prohibition of Binary Options came into force, prohibiting the sale of binary options of less than 30 days to individuals. While the material time for this matter predates the binary options ban, legal protections in the registration, distribution and anti-fraud rules in securities law still applied."

Schedule "A"

File No. 2020-14

IN THE MATTER OF JONATHAN CARTU, DAVID CARTU AND JOSHUA CARTU

[Date]

ORDER (Sections 127 and 127.1 of the Securities Act, RSO 1990, c S.5)

WHEREAS on May X, 2021, the Ontario Securities Commission (the Commission) held a hearing by video conference to consider the request made jointly by David Cartu and Staff of the Commission (Staff) for approval of a settlement agreement dated May X, 2021 (the Settlement Agreement);

ON READING the Statement of Allegations dated May 5, 2020, the Settlement Agreement and the written submissions of Staff, and on hearing the submissions of Staff and the representative for David Cartu;

IT IS ORDERED THAT:

1. the Settlement Agreement is approved;

2. pursuant to paragraph 8 of subsection 127(1) of the Act, Cartu shall be prohibited from acting as a director or officer of any issuer for a period of seven years from the date of the Order;

3. pursuant to paragraph 2 of subsection 127(1) of the Act, trading in any securities by Cartu shall cease for a period of seven years from the date of the Order;

4. pursuant paragraph 9 of subsection 127(1), Cartu shall pay an administrative penalty of C$300,000 by wire transfer to the Commission before the commencement of the Settlement Hearing, which amount shall be designated for allocation for use by the Commission in accordance with subsections 3.4(2)(b)(i) or (ii) of the Act; and

5. pursuant to paragraph 1 of subsection 127.1 of the Act, Cartu shall pay costs of the Commission's investigation in the amount of C$15,000, by wire transfer to the Commission before the commencement of the Settlement Hearing, pursuant to section 127.1 of the Act.

Chapter 3 -- Reasons: Decisions, Orders and Rulings

Jonathan Cartu et al. -- ss. 127, 127.1

Citation: Cartu (Re), 2021 ONSEC 14

Date: 2021-05-26

File No. 2020-14

IN THE MATTER OF JONATHAN CARTU, DAVID CARTU AND JOSHUA CARTU

REASONS FOR APPROVAL OF A SETTLEMENT (Section(s) 127 and 127.1 of the Securities Act, RSO 1990, c S.5)

REASONS FOR APPROVAL OF A SETTLEMENT

I. OVERVIEW

[1] Staff of the Ontario Securities Commission (Staff of the Commission), and David Cartu have jointly submitted that it would be in the public interest for us to approve a settlement agreement entered into between Mr. Cartu and Staff dated May 18, 2021 (the Settlement Agreement) regarding allegations described in a Statement of Allegations dated May 4, 2020.

[2] This matter concerns allegations that Mr. Cartu permitted two corporate entities, of which he was the sole beneficial owner, Greymountain Limited (Greymountain) and UKTVM Ltd. (UKTVM), to engage in activities that facilitated the sale of securities to Ontario investors without registration (or an exemption from such requirement) in contravention of Ontario securities laws.

[3] After considering the Settlement Agreement and the submissions of the parties, we concluded that it would be in the public interest to approve the Settlement Agreement. These are our reasons.

II. SUMMARY OF THE FACTS

[4] The underlying facts and the specific breaches of Ontario securities laws are fully set out in the Settlement Agreement, which has been filed with the Commission and is publicly available. Accordingly, we need not repeat them in detail here.

[5] In summary, Mr. Cartu knowingly permitted Greymountain and UKTVM to engage in activities that facilitated trading in securities by merchants engaged in the sale of binary options to Ontario residents and admitted that he engaged in conduct that contravened Ontario securities laws and was contrary to the public interest as follows:

a. From July 2013 to April 2017, Greymountain and UKTVM provided payment processing and related services to merchants which indirectly facilitated payment for the sale of binary options to Ontario investors of approximately $1.33 million;

b. Mr. Cartu, Greymountain and UKTVM have never been registered under Ontario securities laws in any capacity; and

c. The merchants' activities resulted in investor losses.

[6] In their written submissions, Staff advised that Greymountain and UKTVM received commissions for the services provided to merchants, which totalled approximately $90,600.

[7] Mr. Cartu admitted that the services provided by Greymountain and UKTVM to the merchants were acts in furtherance of trading in securities, contrary to section 25(1) of the Securities Act{1} (the Act).

[8] As part of the Settlement Agreement, the parties agreed to various sanctions as follows:

a. Mr. Cartu will pay an administrative penalty in the amount of $300,000;

b. Mr. Cartu will pay the costs of the Commission's investigation in the amount of $15,000; and

c. Mr. Cartu will be prohibited from trading in any securities and from acting as a director or officer of any issuer for a period of seven years.

[9] Mr. Cartu agreed to pay the administrative penalty and costs, in the total amount of $315,000, in advance of the hearing. Staff confirmed that he had done so.

III. LAW AND ANALYSIS

[10] The Commission's role at a settlement hearing is to determine whether the terms of the settlement fall within a range of reasonable outcomes and whether the approval of the settlement is in the public interest.{2}

[11] The Settlement Agreement is the result of negotiations between Staff and the Respondent, both ably represented by counsel. The Commission respects the negotiation process and accords significant deference to the resolution reached by the parties.{3}

[12] Settlements serve the public interest in resolving regulatory proceedings promptly, efficiently and with certainty. Settlements avoid the significant resources that would be incurred in a contested proceeding and promote timely statements regarding regulatory requirements and standards to all capital market participants.

[13] We have reviewed the Settlement Agreement in detail and considered the submissions of counsel for the parties. We also conducted a confidential settlement conference with counsel for the parties during which we reviewed the proposed settlement agreement, asked questions of counsel and heard their submissions.

[14] In assessing whether it is in the public interest to approve the settlement, we considered various aggravating and mitigating factors.

[15] The breaches of Ontario securities law in this matter are serious and occurred over an approximate four-year period. Registration is a cornerstone of securities law designed to ensure that those who sell or promote securities are proficient and act with integrity.{4} Facilitation of unregistered trading of securities defeats some of these necessary legal protections and undermines investor protection and the integrity of the capital markets.

[16] Mr. Cartu knowingly permitted acts that facilitated the sale of binary options by unregistered merchants to Ontario investors, which caused harm to Ontario investors and undermined confidence in the capital markets.

[17] We considered the following mitigating factors to be particularly relevant:

a. Mr. Cartu was not the principal actor in the binary options trading program and did not induce the investors to enter into the trades;

b. There was no evidence that Mr. Cartu received amounts from, had contact with, initiated or solicited any Ontario investor to purchase binary options, or that he engaged in acts of dishonesty with respect to Ontario investors;

c. Greymountain ceased facilitating trading by merchants in binary options prior to the regulatory prohibition contained in Multilateral Instrument 91-102 Prohibition of Binary Options being declared in force;

d. After Greymountain went into liquidation in July 2017, Mr. Cartu and employees of Greymountain assisted the liquidator in recovering funds from merchants for investors; and

e. Mr. Cartu's agreement to settle at this early stage of the proceedings will avoid the use of the significant Staff and Commission resources for a full merits hearing.

[18] As outlined above, we considered the totality of the circumstances, including the seriousness of the misconduct, the nature and duration of the misconduct, and the mitigating factors in our assessment of the proposed settlement terms.

IV. CONCLUSION

[19] In our view, the terms of the Settlement Agreement fall within a range of reasonable dispositions in the circumstances and will have a significant deterrent effect on Mr. Cartu, as well as act as a general deterrent to other like-minded persons or entities from engaging in similar misconduct.

[20] In our view, the administrative penalty and market access bans appropriately reflect the principles applicable to sanctions, including the importance of fostering investor protection and confidence in the market, recognition of the seriousness of the misconduct and the need for specific and general deterrence of such misconduct.

[21] For these reasons, we conclude that the Settlement Agreement is in the public interest. We approve the Settlement Agreement on the terms proposed by the parties and will issue an order substantially in the form requested.

Dated at Toronto this 26^th day of May, 2021.

{1} RSO 1990, c S.5

{2} Research in Motion Limited (Re), 2009 ONSEC 19, (2009) 32 OSCB 4434 (Research in Motion) at paras 44-46

{3} Katanga Mining Limited (Re), 2018 ONSEC 59, (2018) 41 OSCB 9987 at para 18; Research in Motion at para 45

{4} MRS Sciences Ltd., 2014 ONSEC 14 at para 88

Threegold Resources Inc.

Citation: Threegold Resources Inc. (Re), 2021 ONSEC 15

Date: 2021-05-27

File No. 2019-42

IN THE MATTER OF THREEGOLD RESOURCES INC., VICTOR GONCALVES and JON SNELSON

REASONS FOR DECISION

REASONS FOR DECISION

I. OVERVIEW

[1] Staff of the Commission (Staff) brought a motion on February 3, 2021 seeking the following orders:

a. waiving service of the Notice of Hearing, Statement of Allegations, and all future process on the respondent Threegold Resources Inc. (Threegold) and proceeding with an enforcement action against Threegold in Threegold's absence under Rules 6(4) and 21(3) of the Ontario Securities Commission Rules of Procedure and Forms (Rules){1};

b. relieving Staff of its Rule 27(1) disclosure obligations in respect of Threegold under Rule 3;

c. combining the merits and sanctions hearing against Threegold under Rule 3 and Rule 35(1);

d. that the enforcement proceeding against Threegold be conducted as a written hearing in accordance with Rule 23(3);

e. that this motion be heard in writing in accordance with Rule 23(3);

f. that this motion be heard without notice to Threegold in accordance with Rule 28(5)(a); and

g. an order extending the timelines for delivery of materials in accordance with Rule 3, Rule 4(2) and Rule 28(4), if required.

[2] In support of its motion, Staff submitted an affidavit from Sherry Brown, sworn February 22, 2021.{2} At the request of the Panel, Staff also submitted redacted affidavits from the individual respondents Jon Snelson (Snelson), sworn July 16, 2020,{3} and Victor Goncalves (Goncalves), sworn August 20, 2020.{4} The Snelson and Goncalves affidavits were redacted so that they only provided evidence that is relevant the issues to be decided on this motion. Staff has entered into a settlement agreement with the individual respondents, Goncalves and Snelson, which was approved by order of the Commission dated February 8, 2021.

[3] I issued an order on March 15, 2021, granting most of the relief sought by Staff, with reasons to follow. The relief requested in paragraph 1.g above was not required in these circumstances. I also did not order that the merits and sanctions hearing proceed in the absence of Threegold, as that is an issue for the panel hearing the merits and sanctions hearing to determine. These are my reasons.

[4] The issues I need to decide on this motion are:

a. have Staff exhausted all reasonable efforts to serve Threegold;

b. may a combined merits and sanctions hearing be held absent the consent of the parties; and

c. have Staff established a "good reason" for the enforcement proceeding to be conducted in writing.

II. ANALYSIS

A. Order waiving service

[5] Staff submits that they have exhausted all reasonable efforts to identify a Threegold representative or an operative Threegold business address. Staff submits that I should therefore exercise my discretion under the Rules to waive service of the Notice of Hearing, Statement of Allegations and all future process on Threegold, dispense with Staff's Rule 27 disclosure obligations and continue the enforcement proceedings in Threegold's absence.

[6] Staff provided affidavit evidence of their efforts to locate and serve Threegold. Those efforts included: following the leads from corporate documentation and information obtained from former directors and officers, retaining a Quebec process server to attend in person at Threegold's registered corporate address, trying to identify a general corporate contact number and email address and attempting to contact Threegold by email. Staff emailed its Enforcement Notice to Threegold's last known address and have received no response.

[7] Staff's efforts suggest that:

• at present there are no officers, directors or anyone else conducting any business on behalf of Threegold;

• there have been no directors of Threegold since June 2018, when the last two directors, Snelson and Bruno Crescenzi, resigned;

• Threegold is not conducting any business activities;

• Threegold has no operational business address;

• Threegold's registered corporate address is neither a domicile nor a registered office or place of business;

• Threegold was delisted from the NEX Exchange on April 1, 2020;

• No liquidation or dissolution of Threegold has been initiated; and

• Threegold has not filed for bankruptcy.

[8] Staff submits that they have exhausted all reasonable efforts to serve Threegold and there is no identifiable "officer, director, agent or business partner" of Threegold for service purposes and that to continue to send material to Threegold's address would be futile and raise security concerns in relation to sensitive or confidential documents.

[9] The Commission is required to give "reasonable notice" to parties to a proceeding,{5} but may proceed in the absence of a party who has been given notice.{6}

[10] The Rules provide that the Commission may waive any of its Rules, as it considers appropriate to further the objective of ensuring that proceedings are conducted in a just, expeditious and cost effective manner.{7} Moreover, the Rules provide that a panel may waive service.{8}

[11] The Commission has waived service when satisfied that all reasonable efforts to make service have been made.{9}

[12] I find that Staff has exhausted all reasonable efforts to identify a Threegold representative or an operative business address. Therefore, the requirement to serve notice of this motion, the Notice of Hearing, Statement of Allegations, and all future process on Threegold is waived and the enforcement proceeding may proceed in Threegold's absence.

[13] Given my decision to waive service, requiring Staff to meet its disclosure obligation to Threegold under Rule 27(1) would serve no practical purposes and would be a waste of Staff resources. I also find that attempting to deliver confidential disclosure materials to Threegold's former business address may raise security concerns. Therefore, Staff is relieved of its Rule 27(1) disclosure obligations in this matter.

B. Order combining the merits and sanctions hearings and conducting the hearing in writing

[14] Staff submits that it is in the public interest for the Commission to consider the allegations against Threegold and decide on the merits and sanctions, if any, in a combined written hearing. In support of this proposition Staff submits that Threegold continues to exist as a public company and could be reactivated and the cease trade order against Threegold could be lifted were Threegold to file is outstanding continuous disclosure.

[15] I agree that it is in the public interest to ensure that the allegations against Threegold are considered to protect the capital markets in the event that Threegold be reactivated without the serious allegations against the company having been considered and addressed, as the panel hearing those allegations considers appropriate.

[16] Staff submits that it would be in the public interest to hold the Threegold enforcement hearing in writing and combining the merits and sanctions hearing because:

• there is no identifiable person to represent Threegold or advise counsel and no realistic prospect of Threegold participating in the proceeding;

• the matter involves no novel securities law issues; and

• staff expects to tender all evidence in the proceeding by affidavits.

[17] Given these factors, Staff submits, an oral hearing would needlessly consume Commission resources, as would conducting separate merits and sanctions hearings.

[18] In addition, Staff submits Threegold's non-participation also constitutes a "good reason" to conduct the hearing in writing.

[19] I deal first with Staff's request for a combined merits and sanctions hearing.

[20] Commission Rules provide that if a panel makes a finding in an enforcement proceeding that provides a basis for sanctions and costs, a separate hearing will be held to consider costs and sanctions, unless the parties agree that all issues may be decided in one hearing.{10}

[21] Staff submits that the Commission may hold a combined merits and sanctions hearing absent the parties' consent by virtue of its ability to waive any of its rules in order to ensure a proceeding is conducted in a just, expeditious and cost-effective manner.{11}

[22] In this instance, there is no identifiable individual to represent Threegold nor to advise counsel and no realistic prospect of Threegold participating in the hearing. There is, therefore, no means of obtaining Threegold's consent to a combined hearing.

[23] Holding two separate hearings in the circumstances would needlessly waste Commission resources.

[24] It is appropriate, in the interest of ensuring a just, expeditious and cost-effective enforcement proceeding, to waive the requirement for a separate sanctions hearing under Rule 35(1) and to hold a combined merits and sanctions hearing.

[25] I turn now to whether the combined hearing should be conducted in writing.

[26] The Commission may order a hearing be conducted in writing if there is "good reason" to do so.{12}

[27] Staff submits that there is "good reason" to hold the hearing in writing for the reasons outlined in paragraph 24 above and because an oral hearing would needlessly consume Commission resources.

[28] New Futures Trading International Corporation et al involved similar circumstances where Staff had exhausted all reasonable steps to serve the individual respondent.{13} In that instance the panel, after granting the motion to waive the requirement for service, proceeded to conduct the hearing in writing in the absence of the respondents in that matter.{14}

[29] I find that these circumstances constitute "good reason" to hold a hearing in writing. I reserve, however, the right to hold an in-person, virtual hearing after receiving and considering Staff's written materials if the Panel hearing the proceeding deem it necessary.

C. Holding this hearing in writing

[30] Commission Rules also permit a hearing to be conducted in writing if the only purpose of the hearing is to deal with procedural matters.{15} Staff submits, and I agree, that the sole purpose of this motion is to address procedural issues and therefore it may be conducted in writing.

D. Considering this motion without notice

[31] For the reasons set out above in paragraphs 5 to 12, waiving service of all process on Threegold, service of this motion on Threegold is also waived.

III. conclusion and order

[32] For the reasons set out above, I ordered that:

a. pursuant to Subrule 28(5)(a) of the Rules, Staff is permitted to bring this motion without notice to Threegold;

b. pursuant to Subrule 23(3) of the Rules, this motion shall be heard in writing;

c. pursuant to Subrule 6(4) of Rules, the requirement that Staff serve the Notice of Hearing, Statement of Allegations, and all future processes on Threegold is waived;

d. pursuant to Rule 3 of the Rules, Staff's disclosure obligations in respect of Threegold pursuant to Subrule 27(1) are waived;

e. pursuant to Rule 3 and Subrule 35(1) of the Rules, the merits and the sanctions and costs hearings against Threegold shall be combined; and

f. pursuant to Subrule 23(3) of the Rules, the enforcement proceeding against Threegold shall be conducted as a written hearing.

Dated at Toronto this 27^th day of May, 2021.

{1} (2019) 42 OSCB 9714

{2} Exhibit 1, Affidavit of Sherry Brown, sworn February 22, 2021

{3} Exhibit 2, Redacted Affidavit of Jon Snelson, sworn July 16, 2020

{4} Exhibit 3, Redacted Affidavit of Victor Goncalves, sworn August 20, 2020

{5} Statutory Powers Procedure Act, RSO 1990, c. S.22 (SPPA), s 6(1)

{6} SPPA s 7(1)

{7} Rules, r 3

{8} Rules, r 6(4)

{9} Lehman Brothers & Associates Corporation et al (2011), 34 OSCB 12717, paras 26-30, 34; New Futures Trading International Corporation et al (2013), 36 OSCB 3925 (New Futures Trading International Corporation et al) paras 11-14

{10} Rules, r 35(1)

{11} Rules, rr 3 and 1

{12} Rules, r 23(3)

{13} New Futures Trading International Corporation et al, para 11

{14} New Futures Trading International Corporation et al, 2013 ONSEC 21, para 10

{15} Rules, r 23(3)

Chapter 4 -- Cease Trading Orders

Temporary, Permanent & Rescinding Issuer Cease Trading Orders

Failure to File Cease Trade Orders

Temporary, Permanent & Rescinding Management Cease Trading Orders

Outstanding Management & Insider Cease Trading Orders

Chapter 11 -- IPOs, New Issues and Secondary Financings

INVESTMENT FUNDS

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3207119

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3206006

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3211734

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3226704

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3229016

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3229103

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

Issuer Name:

Type and Date

Securities Description:

Project #03207558

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3207558

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3229156

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3226704

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3059902

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3069832

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3093522

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3121763

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3140751

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3207649

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3207655

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3212113

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

NON-INVESTMENT FUNDS

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3227274

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3227228

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3226852

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3226707

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3227320

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3230258

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3226772

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3226110

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3230441

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3224437

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3224435

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3227668

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3227668

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3163139

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3221935

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3206936

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3191224

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3202412

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3199586

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3219919

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3222329

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3205386

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3217315

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3146671

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3225188

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3208277

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3218590

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3206495

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3218164

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3204836

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3220669

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3185631

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3223427

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3222611

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3205925

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3192710

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

Chapter 12 -- Registrations

Registrants

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

Canadian Derivatives Clearing Corporation (CDCC) -- Proposed Amendments to the Risk Manual of CDCC with Respect to the Initial Margin Model for Bond Derivatives -- OSC Staff Notice of Request for Comment

OSC STAFF NOTICE OF REQUEST FOR COMMENT

CANADIAN DERIVATIVES CLEARING CORPORATION (CDCC)

PROPOSED AMENDMENTS TO THE RISK MANUAL OF CDCC WITH RESPECT TO THE INITIAL MARGIN MODEL FOR BOND DERIVATIVES

The Ontario Securities Commission is publishing for public comment the proposed amendments to the CDCC Risk Manual with respect to the Initial Margin Model for Bond Derivatives.

The purpose of the proposed amendments is to introduce a stress risk component in the Initial Margin Model for Bond Derivatives, similarly to what is proposed for Equity Derivatives (published Q1-2021), as a permanent solution to replace the temporary measures introduced post the COVID-19 market volatility.

The comment period ends on July 02, 2021.

A copy of the CDCC Notice is published on our website at http://www.osc.ca.