Ontario Securities Commission Bulletin

Issue 45/23 - June 09, 2022

Ont. Sec. Bull. Issue 45/23

Table of Contents

A. Capital Markets Tribunal

Other Notices

• Canada Cannabis Corporation et al.

• Stableview Asset Management Inc. and Colin Fisher

• ByBit Fintech Limited

• Stableview Asset Management Inc. and Colin Fisher

• Notice of Correction -- Amin Mohammed Ali

• Ronald James Aitkens and Roy Juergen Beyer

Orders

• Amin Mohammed Ali

• Ronald James Aitkens and Roy Juergen Beyer

B. Ontario Securities Commission

Notices

• OSC Staff Notice 91-705 -- Draft OSC Derivatives Data Technical Manual

• Notice of Ministerial Approval of OSC Rule 33-508 Extension to Ontario Instrument 33-507 Exemption From Underwriting Conflict Disclosure Requirements

Orders

• New Placer Dome Gold Corp.

Reasons and Decisions

• Mackenzie Financial Corporation

• Hamilton Capital Partners Inc. et al.

• Freedom International Brokerage Company and RBC Dominion Securities Inc.

• VirgoCX Inc.

• Newfoundland Power Inc. and Caribbean Utilities Company, Ltd.

• FortisBC Energy Inc. and FortisBC Inc.

• FortisAlberta Inc.

• I.G. Investment Management Ltd.

• BMO Nesbitt Burns Securities Ltd. and BMO Nesbitt Burns Inc.

• TD Asset Management Inc.

• Fortress Global Enterprises Inc. (formerly Fortress Paper Ltd.)

• 1832 Asset Management L.P.

Cease Trading Orders

• Temporary, Permanent & Rescinding Issuer Cease Trading Orders

• Temporary, Permanent & Rescinding Management Cease Trading Orders

• Outstanding Management & Insider Cease Trading Orders

Rules and Policies

• OSC Rule 33-508 Extension to Ontario Instrument 33-507 Exemption From Underwriting Conflict Disclosure Requirements

Request for Comments

• Proposed Amendments to OSC Rule 91-507 Trade Repositories and Derivatives Data Reporting and Proposed Changes to OSC Companion Policy 91-507CP and Proposed Changes to OSC Companion Policy 91-506CP

IPOs, New Issues and Secondary Financings

Registrations

• Registrants

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A. Capital Markets Tribunal

Other Notices

Canada Cannabis Corporation et al.

FOR IMMEDIATE RELEASE

June 1, 2022

CANADA CANNABIS CORPORATION, CANADIAN CANNABIS CORPORATION, BENJAMIN WARD, SILVIO SERRANO, and PETER STRANG, File No. 2019-34

TORONTO -- Take notice that an attendance in the above named matter is scheduled to be heard on July 6, 2022 at 11:00 a.m.

For Media Inquiries:

For General Inquiries:

Stableview Asset Management Inc. and Colin Fisher

FOR IMMEDIATE RELEASE

June 1, 2022

STABLEVIEW ASSET MANAGEMENT INC. AND COLIN FISHER, FILE NO. 2020-40

TORONTO -- Take notice that the hearing in the above named matter scheduled to be heard on June 2, 2022 will not proceed as scheduled.

The hearing on the merits will continue on June 3, 2022 at 10:00 a.m.

For Media Inquiries:

For General Inquiries:

ByBit Fintech Limited

FOR IMMEDIATE RELEASE

June 2, 2022

BYBIT FINTECH LIMITED, File No. 2021-21

TORONTO -- Take notice that the hearing in the above named matter scheduled to be heard on June 3, 2022 will not proceed as scheduled.

For Media Inquiries:

For General Inquiries:

Stableview Asset Management Inc. and Colin Fisher

FOR IMMEDIATE RELEASE

June 2, 2022

STABLEVIEW ASSET MANAGEMENT INC. AND COLIN FISHER, FILE NO. 2020-40

TORONTO -- Take notice that the hearing in the above named matter scheduled to be heard on June 3, 6 and 7, 2022 will not proceed as scheduled.

The hearing on the merits will continue on June 8, 2022 at 10:00 a.m.

For Media Inquiries:

For General Inquiries:

Notice of Correction -- Amin Mohammed Ali

NOTICE OF CORRECTION

FILE NO.: 2022-6

IN THE MATTER OF AMIN MOHAMMED ALI

(2022), 45 OSCB 4493. Please be advised that the following error has been corrected in the Order dated April 25, 2022 in the above matter:

• in the second recital of the Order, "July 22, 2022" is replaced with "July 5, 2022".

Ronald James Aitkens and Roy Juergen Beyer

FOR IMMEDIATE RELEASE

June 7, 2022

RONALD JAMES AITKENS and ROY JUERGEN BEYER, File No. 2022-1

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

A copy of the Order dated June 7, 2022 is available at capitalmarketstribunal.ca.

For Media Inquiries:

For General Inquiries:

Orders

Amin Mohammed Ali

IN THE MATTER OF AMIN MOHAMMED ALI

File No. 2022-6

April 25, 2022

ORDER

WHEREAS on April 25, 2022, the Ontario Securities Commission held a hearing by teleconference in relation to the application brought by Amin Mohammed Ali to review the decision of the Mutual Fund Dealers Association (MFDA) dated February 11, 2022;

AND WHEREAS Staff of MFDA requested an adjournment of this hearing until after the release of a decision and reasons on Mr. Ali's penalty hearing before the MFDA, currently scheduled to be heard on July 5, 2022;

ON HEARING the submissions of the representatives of Mr. Ali, Staff of MFDA and Staff of the Commission and on considering that Mr. Ali does not object to the adjournment request;

IT IS ORDERED THAT this hearing is adjourned to September 8, 2022 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.

Ronald James Aitkens and Roy Juergen Beyer

IN THE MATTER OF RONALD JAMES AITKENS and ROY JUERGEN BEYER

File No. 2022-1

Adjudicator: Cathy Singer

June 7, 2022

ORDER

WHEREAS the Capital Markets Tribunal held a hearing in writing to consider a request by Roy Juergen Beyer for an extension of time to file written submissions regarding the request by Staff of the Commission for an order imposing sanctions against Mr. Beyer and Ronald James Aitkens pursuant to subsections 127(1) and 127(10) of the Act;

ON READING the correspondence from Mr. Beyer and Staff of the Commission, and on considering that Staff of the Commission does not oppose Mr. Beyer's request;

IT IS ORDERED that:

1. Mr. Beyer shall serve and file written responding submissions by 4:30 p.m. on June 22, 2022;

2. Staff of the Commission shall serve and file written reply submissions, if any, by 4:30 p.m. on June 29, 2022.

B. Ontario Securities Commission

Notices

OSC Staff Notice 91-705 -- Draft OSC Derivatives Data Technical Manual

OSC Staff Notice 91-705

DRAFT OSC DERIVATIVES DATA TECHNICAL MANUAL

June 9, 2022

Introduction

Staff of the Ontario Securities Commission (OSC Staff or we) are publishing this notice to provide market participants with the Draft OSC Derivatives Data Technical Manual (the Draft Manual).

The Draft Manual includes administrative technical specifications regarding the definition, format, and allowable values for each data element that would be required to be reported under proposed amendments published today to OSC Rule 91-507 Trade Repositories and Derivatives Data Reporting (the TR Rule).{1} The Draft Manual is intended to assist market participants in providing informed comments to these proposed amendments.

We intend to finalize the OSC Derivatives Data Technical Manual concurrent to final publication of the proposed amendments to the TR Rule. Following final publication, we expect to update the OSC Derivatives Data Technical Manual on a periodic basis to reflect updates from the Canadian Securities Administrators and international updates.

Questions

Please refer any questions to:

Kevin Fine	Greg Toczylowski
Director, Derivatives Branch	Manager, Derivatives Branch
Ontario Securities Commission	Ontario Securities Commission
416-593-8109	416-593-8215
kfine@osc.gov.on.ca	gtoczylowski@osc.gov.on.ca

[Editor's Note: the Draft OSC Derivatives Data Technical Manual is reproduced on the following separately formatted pages. Bulletin pagination and formatting resumes at the end of the Manual.]

{1} See OSC Notice and Request for Comment dated June 9, 2022.

Draft OSC Derivatives Data Technical Manual

Draft administrative technical specifications for over-the-counter derivatives data reporting

April 11, 2022

Draft Version 1.0

1 Introduction

1.1 Background

The administrative technical specifications in this Draft OSC Derivatives Data Technical Manual (the Draft Manual) specify the definition, format, and allowable values for each data element that would be required to be reported under proposed amendments to Ontario Securities Commission Rule 91-507 Trade Repositories and Derivatives Data Reporting (the TR Rule), and are sourced primarily from the CPMI IOSCO Technical Guidance: Harmonisation of critical OTC derivatives data elements (other than UTI and UPI){1} (the CDE Technical Guidance). The Draft Manual is intended to assist market participants in providing informed comments to the proposed amendments to the TR Rule. The OSC expects to finalize the Draft Manual concurrent to publication of the proposed amendments to the TR Rule.

All terms in the Draft Manual that are defined in the TR Rule have the same meaning as in the TR Rule (including terms defined in Appendix A to the TR Rule), unless otherwise provided in the Draft Manual or unless the context otherwise requires.

Where data elements align with the data elements prescribed by the Commodity Futures Trading Commission (the CFTC), the OSC has generally adopted the name, definition, format, and allowable values as set out by the CFTC except for terms that needed to be changed to be consistent with the TR Rule. Where additional guidance is necessary for reporting a data element under the TR Rule, we anticipate providing that guidance in a footnote once the Draft Manual is finalized.

Following final publication, the OSC expects to update this manual on a periodic basis to reflect updates from the Canadian Securities Administrators (CSA) and international updates.

1.1.1 Format of technical specifications

(1) #: all data elements are assigned a number for ease of reference. The data element number is referenced throughout the Draft Manual and in the appendices to the TR Rule.

(2) Source: this column contains "CDE", "OSC" or "CFTC. "CDE" refers to a data element in the CDE Technical Guidance. "CFTC" refers to a data element sourced from the Commodities Futures Trading Commission (CFTC).

(3) Category: data elements are grouped by topic or category.

(4) Definition for Data Element: for CDE data elements, the definition is sourced from the CDE Technical Guidance, with footnotes added to provide clarity based on the CFTC's regulations. For "CFTC" data elements, the definition is sourced to the specific rules/regulations of the CFTC.

(5) Format: see Table below that illustrates the meaning of formats used throughout the document.

Table -- Explanation of formats used in the Technical Specification

1.2 Explanation of Certain Data Elements or Categories

1.2.1 Direction of the transaction

The OSC requires the reporting of Buyer/Seller or Payer/Receiver for this data element. This is a slightly different approach from that taken in the CDE Technical Guidance, which provides two options for reporting Direction. The reporting counterparty should NOT report both Buyer/Seller and Payer/Receiver for a given transaction, but instead use the reporting method appropriate for the type of instrument reported.

1.2.2 Repeating data elements or leg-based products

Depending on the product being reported and the related market convention, a multi-leg or multi-stream product could be reported using a particular data element more than once.

1.2.3 Schedules

Transactions involving schedules which specify the details known upfront are required to be reported as part of creation data.

1.2.4 Lifecycle events

Because data elements related to lifecycle events are not currently set out in the CDE Technical Guidance, but are required under the TR Rule, the OSC is harmonizing with the CFTC specification until there is a CDE events category.

Section 3.5 illustrates how different lifecycle events should be reported in transaction reporting, position and end-of-day (valuation and collateral) reporting.

Position reporting is an optional method of lifecycle reporting for transactions that meet the following conditions: they have no fixed expiration date and are in a class of derivatives in which each transaction is fungible. The "Position Reporting" column in section 2 sets out how to report lifecycle events in relation to certain data elements. Where the "Position Reporting" field is blank for a given data element under section 2, this does not preclude that data element from being reported in respect of lifecycle events where transactions meet these conditions. Lifecycle events may be reported at the position level in respect of all relevant data elements where transactions meet these conditions.

1.2.5 Validations

Validations are intended to be the same as the CFTC's as specified in their Part 45 swap data reporting requirements when the OSC data element is also required by the CFTC.

Reporting Types:

Transaction = Creation data

Valuation= Valuation Data

Collateral = Margin Data

Values:

M=Mandatory

C= Conditional

NR= Not Required

O= Optional

2 Technical Specifications

Data Elements Related to Counterparties

Date Elements Related to Transactions

Data Elements Related to Notional Amounts and Quantities

Data Elements Related to Prices

Data Elements Related to Clearing

Data Elements Related to Collateral and Margin

Data Elements Related to Events

Data Elements Related to Valuation

Data Elements Related to Packages

Data Elements Related to Product

Data Elements Related to Payments and Settlement

{1} See Harmonisation of critical OTC derivative data elements (other than UTI and UPI) -- Technical Guidance, April 2018, https://www.iosco.org/library/pubdocs/pdf/IOSCOPD598.pdf

{2} ROC Statement -- Individuals Acting in a Business Capacity, ROC Statement -- Individuals Acting in a Business Capacity

3 Appendix

From CPMI IOSCO Technical Guidance: Harmonisation of critical OTC derivatives data elements (other than UTI and UPI)

3.1 Notional amount

3.2 Mapping of Day count convention allowable values to ISO 20022, FpML, and FIX/FIXML values

{3} The information contained in this column refers to the ISO 20022 data dictionary.

{4} The source of information contained in this column is FIX Trading Community, http://fiximate.fixtrading.org/latestEP/

{5} The definitions contained herein are copyright 2006 by International Swaps and Derivatives Association, Inc. (ISDA) and reproduced by permission of ISDA. All Rights Reserved.

{6} Note that the algorithm defined for this day count fraction has changed between the 2000 ISDA Definitions and 2006 ISDA Definitions. See Introduction to the 2006 ISDA Definitions for further information relating to this change.

3.3 Valuation method

Classification of valuation inputs

{7} The classification provided in this column is independent from IFRS 13/ASC 820 and is for the sole purpose of reporting critical data elements of OTC derivative transactions.

3.4 Collateralisation category

3.5 Lifecycle event reporting

Event Type

Action Type

4 Examples

To be provided in the final version.

Notice of Ministerial Approval of OSC Rule 33-508 Extension to Ontario Instrument 33-507 Exemption From Underwriting Conflict Disclosure Requirements

NOTICE OF MINISTERIAL APPROVAL OF OSC RULE 33-508 EXTENSION TO ONTARIO INSTRUMENT 33-507 EXEMPTION FROM UNDERWRITING CONFLICT DISCLOSURE REQUIREMENTS

Ministerial Approval

On March 1, 2022, the Ontario Securities Commission (the Commission) made as a rule under the Securities Act (Ontario) local OSC Rule 33-508 Extension to Ontario Instrument 33-507 Exemption from Underwriting Conflicts Disclosure Requirements (the Rule) in Ontario.

The above material was published on March 3, 2022 in the Bulletin. See (2022), 45 OSCB 2162.

On April 20, 2022, the Minister of Finance approved the Rule.

The text of the Rule is published in Chapter 5 of this Bulletin.

Effective Date

The Rule has an effective date of August 18, 2022.

Orders

New Placer Dome Gold Corp.

Headnote

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

Applicable Legislative Provisions

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

May 25, 2022

IN THE MATTER OF THE SECURITIES LEGISLATION OF BRITISH COLUMBIA AND ONTARIO (the Jurisdictions) AND IN THE MATTER OF THE PROCESS FOR CEASE TO BE A REPORTING ISSUER APPLICATIONS AND IN THE MATTER OF NEW PLACER DOME GOLD CORP. (the Filer)

ORDER

Background

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

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

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

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

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

Interpretation

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

Representations

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

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

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

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

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

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

Order

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

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

Reasons and Decisions

Mackenzie Financial Corporation

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- relief granted under subsection 62(5) of the Securities Act to permit extensions of two prospectus lapse dates by 80 days and 137 days, to facilitate consolidation of the funds' prospectuses with the prospectuses of other funds under common management -- no conditions.

Applicable Legislative Provisions

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

May 31, 2022

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 MACKENZIE FINANCIAL CORPORATION (the Filer) AND IN THE MATTER OF THE FUNDS LISTED IN SCHEDULE A (the Mackenzie Series Funds) AND THE FUNDS LISTED IN SCHEDULE B (the Laurentian Series Funds, and together with the Mackenzie Series Funds, the Funds)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer on behalf of the Funds for a decision under the securities legislation of the Jurisdiction (the Legislation) that the time limits for the renewal of the simplified prospectus, fund facts and annual information form of the Mackenzie Series Funds dated July 12, 2021 (the Mackenzie Series Prospectus) and the simplified prospectus, fund facts and annual information form of the Laurentian Series Funds dated July 12, 2021 (the Laurentian Series Prospectus, and together with the Mackenzie Series Prospectus, the Prospectuses) be extended to those time limits that would apply if the lapse dates of the Prospectuses were September 29, 2022 (in the case of the Mackenzie Series Prospectus) and November 25, 2022 (in the case of the Laurentian Series Prospectus) (the Exemption Sought).

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

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

(ii) 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 the other provinces and territories of Canada (the Other Jurisdictions and together with the Jurisdiction, the Jurisdictions).

Interpretation

Terms defined in National Instrument 14-101 Definitions, MI 11-102, and National Instrument 81-102 Investment Funds (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:

Background Facts

The Filer

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

2. The Filer is registered as an investment fund manager, portfolio manager, exempt market dealer and commodity trading manager in Ontario. The Filer is also registered as a portfolio manager and exempt market dealer in the Other Jurisdictions, as an investment fund manager in Newfoundland and Labrador and Québec, and as an adviser in Manitoba.

3. The Filer is the manager, trustee and portfolio manager of each of the Funds.

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

5. Each Fund is an open-ended mutual fund trust established under the laws of Ontario and is a reporting issuer as defined in the securities legislation of each of the Jurisdictions.

6. The Funds currently distribute securities in the Jurisdictions under the Prospectuses.

Reasons for the Lapse Date Extension

7. Pursuant to subsection 62(1) of the Securities Act (Ontario) (the Act), the lapse date of the Mackenzie Series Prospectus and the Laurentian Series Prospectus is July 12, 2022. Accordingly, under subsection 62(2) of the Act, the distribution of securities of each Fund would have to cease on its current lapse date unless: (i) the Funds file 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.

8. The Filer is the investment fund manager of (i) 80 other funds (the September Funds) that currently distribute their securities under a simplified prospectus, fund facts and annual information form with a lapse date of September 29, 2022 (the September Prospectus) and (ii) 40 other funds (the November Funds) that currently distribute their securities under a simplified prospectus, fund facts and annual information form with a lapse date of November 25, 2022 (the November Prospectus).

9. The Filer wishes to combine the (i) Mackenzie Series Prospectus with the September Prospectus and (ii) the Laurentian Series Prospectus with the November Prospectus, in order to reduce renewal, printing and related costs.

10. Offering (i) the Mackenzie Series Funds and the September Funds under one prospectus and (ii) the Laurentian Series Funds and the November Funds under one prospectus would facilitate the distribution of the Funds in the Jurisdictions under the same prospectus and enable the Filer to streamline disclosure across the Filer's fund platform. The Mackenzie Series Funds and Laurentian Series Funds share many common operational and administrative features with the September Funds and the November Funds respectively, and combining them under two prospectuses (as opposed to four) will allow investors to compare their features more easily.

11. It would be impractical to alter and modify all the dedicated systems, procedures and resources required to prepare the September Prospectus and the November Prospectus, and unreasonable to incur the costs and expenses associated therewith, so that the September Prospectus and the November Prospectus can be filed earlier with the Mackenzie Series Prospectus and the Laurentian Series Prospectus, respectively.

12. If the Exemption Sought is not granted, it will be necessary to renew the Mackenzie Series Prospectus and the Laurentian Series Prospectus twice within a short period of time in order to consolidate the Mackenzie Series Prospectus with the September Prospectus, and the Laurentian Series Prospectus with the November Prospectus.

13. The Filer may make minor changes to the features of the Mackenzie Series Funds as part of the Mackenzie Series Prospectus, and to the features of the Laurentian Series Funds as part of the Laurentian Series Prospectus. The ability to file the Mackenzie Series Prospectus with the September Prospectus, and the Laurentian Series Prospectus with the November Prospectus, will ensure that the Filer can make the operational and administrative features of the respective funds consistent with each other.

14. There have been no material changes in the affairs of the Funds since the date of the applicable Prospectus, other than those for which amendments have been filed. Accordingly, the Prospectuses of the Funds represent current information regarding the Funds.

15. Given the disclosure obligations of the Funds, should a material change in the affairs of any of the Funds occur, the Prospectus of the applicable Fund(s) will be amended as required under the Legislation.

16. New investors of the Funds will receive delivery of the most recently filed fund facts document(s) of the applicable Fund(s). The Prospectuses will still be available upon request.

17. The Exemption Sought will not affect the accuracy of the information contained in the Prospectuses and therefore will not be prejudicial 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.

SCHEDULE A

THE MACKENZIE SERIES FUNDS

Canadian Equity Funds

US Equity Funds

Global Equity Funds

Sector Funds

Managed Asset Portfolios

Maximum Diversification Fund

SCHEDULE B

THE LAURENTIAN SERIES FUNDS

Canadian Equity Funds

US Equity Fund

Global Equity Fund

Managed Asset Portfolios

Hamilton Capital Partners Inc. et al.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Relief granted to mutual fund trusts for extension of the lapse date of their prospectus -- Filer will incorporate a new fund into the existing prospectus that qualifies units of the existing funds for distribution -- Extension of lapse date will not affect the currency or accuracy of the information contained in the prospectus -- Relief granted under subsection 62(5) of the Securities Act to permit the extension of 62 days.

Applicable Legislative Provisions

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

May 31, 2022

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 HAMILTON CAPITAL PARTNERS INC. (the Filer) AND HAMILTON ENHANCED CANADIAN BANK ETF AND HAMILTON ENHANCED MULTI-SECTOR COVERED CALL ETF (THE FUNDS)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer on behalf of the Funds for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) that the time limits for the renewal of the long form prospectus of the Funds dated July 8, 2021, as amended by amendment no. 1 thereto dated October 15, 2021 and amendment no. 2 thereto dated May 6, 2022 (together, the Current Prospectus) be extended to those time limits that would apply if the lapse date of the Current Prospectus was September 8, 2022 (the Exemption 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 British Columbia, Alberta, Saskatchewan, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Quebec, Prince Edward Island, Northwest Territories, Nunavut, and Yukon (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.

Representations

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

1. The Filer is a corporation incorporated under the laws of Ontario with a head office in Toronto.

2. The Filer currently is registered as: (i) an investment fund manager in Ontario, Quebec and Newfoundland & Labrador; (ii) an exempt market dealer in Ontario; and (iii) a portfolio manager in Ontario.

3. The Filer is the investment fund manager of the Funds.

4. Each Fund is an open-ended, exchange-traded, mutual fund trust established under the laws of Ontario. The Funds are each reporting issuers as defined in the securities legislation of each of the Canadian Jurisdictions. Securities of the Funds are listed for trading on the Toronto Stock Exchange.

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

6. The Funds currently distribute their securities in the Canadian Jurisdictions under the Current Prospectus.

7. Pursuant to subsection 62(1) of the Securities Act (Ontario) (the Act), the lapse date of the Funds is July 8, 2022 (the Lapse Date). Accordingly, under subsection 62(2) of the Act, the distribution of securities of each of the Funds would have to cease on the Lapse Date unless: (i) the Funds file a pro forma long form prospectus at least 30 days prior to the Lapse Date; (ii) the final long form prospectus is filed no later than 10 days after the Lapse Date; and (iii) a receipt for the final long form prospectus is obtained within 20 days of the Lapse Date.

8. Without the Exemption Sought, the renewal pro forma prospectus relating to the Funds is therefore required to be filed by June 8, 2022 (the Pro Forma Deadline) in order for securities of each of the Funds to continue to be distributed after the Lapse Date.

9. The Filer is considering adding an additional, new, fund to the Funds' prospectus (the New Fund). The terms of such New Fund have not been finalized. In order to create a single prospectus for the Funds and the New Fund, renewal documentation and disclosure relating to the Funds and the New Fund will need to be finalized, combined and translated.

10. Offering the Funds and the New Fund under one prospectus would facilitate the distribution of the Funds and the New Fund in the Canadian Jurisdictions under the same prospectus and enable the Filer to streamline disclosure across the Filer's fund platform. As the New Fund will be managed by the Filer, established under the same declaration of trust as the Funds, and share a number of common features with the Funds, offering the New Fund under the same prospectus as the Funds will allow investors to more easily compare their features.

11. The process being undertaken by the Filer to include disclosure relating to the New Fund in the same prospectus as the Funds requires additional time in order to properly update and streamline and translate the disclosure of the Funds and the New Fund. Given the time required to perform these tasks accurately, the Filer does not have sufficient time to finalize and file the preliminary and pro forma prospectus combining the Funds and the New Fund by the Pro Forma Deadline.

12. The terms of the New Fund have not been finalized and therefore including the disclosure relating to the New Fund in a combined pro forma and preliminary prospectus would not be possible if such combined pro forma and preliminary prospectus was required to be filed by the Pro Forma Deadline.

13. Providing an extension for the Lapse Date will permit the New Fund to be included in the renewal prospectus of the Funds.

14. Other than as already disclosed in accordance with the requirements of National Instrument 81-106 Investment Fund Continuous Disclosure, there have been no material changes in the affairs in either of the Funds since the date of the Current Prospectus. Accordingly, the Current Prospectus and ETF Facts documents of the Funds represent current information regarding the Funds.

15. Given the disclosure obligations of the Funds, should an additional material change in the affairs of the Funds occur, the Current Prospectus and current ETF Facts documents of the Funds will be further amended as required under applicable legislation.

16. New investors in the Funds will receive delivery of the most recently filed ETF Facts documents of the Funds, as applicable. The Current Prospectus will still be available upon request.

17. The Exemption Sought will not affect the accuracy of the information contained in the Current Prospectus or the respectively filed ETF Facts documents of the Funds, and therefore will not be prejudicial 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.

Freedom International Brokerage Company and RBC Dominion Securities Inc.

Headnote

Under paragraph 4.1(1)(a) 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 acts as an officer, partner or director of another registered firm that is not an affiliate of the first-mentioned firm. The Filers have sought relief from that prohibition. The firm employing an individual as a registered representative is an owner of the second registered firm and entitled to appoint a director to its board. The individual representative will have sufficient time to adequately serve both firms. The potential for conflicts of interest is significantly reduced compared to other similar arrangements because the second firm operates as an inter-dealer bond broker and does not compete with the shareholder firm. The filers have policies in place to handle potential conflicts of interest. Relief from the prohibition has been granted.

Applicable Legislative Provisions

Multilateral Instrument 11-102 Passport System, s. 4.7.

National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 4.1, 13.4 and 15.1.

May 31, 2022

IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (the Principal Jurisdiction) AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS AND IN THE MATTER OF FREEDOM INTERNATIONAL BROKERAGE COMPANY (FREEDOM), AND RBC DOMINION SECURITIES INC. (DS)

DECISION

Background

The regulator in the Principal Jurisdiction (the Decision Maker) has received a joint application from Freedom and DS (each a Filer) for a decision under the securities legislation of the Principal Jurisdiction (the Legislation), pursuant to section 15.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103), providing for an exemption from the requirement contained in paragraph 4.1(1)(a) of NI 31-103 to allow DS to permit Mr. Daniel Ram to act as a dealing representative of DS while also acting as a director of Freedom (the Exemption Sought).

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

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

(b) DS has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in each of the provinces and territories of Canada (collectively, the Jurisdictions) other than the Principal Jurisdiction.

Interpretation

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

Representations

This decision is based on the following facts represented by each of the Filers insofar as such facts relate to that Filer:

Freedom

1. Freedom is an unlimited liability company incorporated under the laws of Nova Scotia.

2. The principal regulator of Freedom is the OSC because Freedom's principal office is located in Toronto, Ontario.

3. Freedom is registered as an exempt market dealer in Ontario and Québec, and has been approved as an inter-dealer bond broker by the Investment Industry Regulatory Organization of Canada (IIROC).

4. As an inter-dealer bond broker, Freedom provides an integrated voice and electronic brokerage service to its clients in accordance with the requirements of Series 7300 of the IIROC Rules (Series 7300).

5. Pursuant to Series 7300, all of Freedom's clients are typically Canadian investment dealers, Canadian chartered banks and/or an affiliated entity.

6. As an inter-dealer bond broker, Freedom acts as an agent for its customers in allowing a customer to buy and/or sell domestic and international corporate and government bonds, derivatives and other related securities (collectively, Debt Securities) to another customer of Freedom.

7. Freedom never acts as principal in effecting a trade with a client (i.e., Freedom only matches an order by a buyer with a seller and vice versa).

8. Freedom is owned (i) indirectly by a wholly-owned subsidiary of BGC Partners Inc. (BGC), a leading global brokerage company servicing the financial and real estate markets with its head office in London, England, and (ii) directly by, or indirectly by a wholly-owned subsidiary of BMO Nesbitt Burns Inc., CIBC World Markets Inc., DS, Merrill Lynch Canada Inc., Scotia Capital Inc. and TD Securities Inc. (collectively, the Shareholders).

9. The board of directors of Freedom (the Board) consists of five representatives from BGC and one representative from each of the other Shareholders for a total of 11 directors. The members of the Board do not receive any compensation for acting as a director of Freedom.

10. BGC and the other Shareholders have entered into a unanimous shareholders agreement which effectively limits the ability of the directors of Freedom to oversee the operations of Freedom and imposes restraints on what Freedom can do without shareholder approval.

11. Freedom and DS are not affiliates.

DS

12. DS is registered as an investment dealer in each of the provinces and territories of Canada, as a futures commission merchant in Ontario, as a derivatives dealer in Québec, is a member of IIROC, and is indirectly owned by the Royal Bank of Canada.

13. The principal regulator of DS is the OSC because DS's principal office is located in Toronto, Ontario.

14. Mr. Ram is registered as a dealing representative (investment dealer) of DS in each of the provinces of Canada. DS wants to appoint Mr. Ram as its representative on the Board.

15. Mr. Ram is currently a Managing Director at DS and is responsible for buying and selling Debt Securities for institutional investors, (ii) analyzing current market conditions, and (iii) implementing decisions to yield positive returns / profits for such institutional clients.

16. DS uses the services of Freedom to effect trades of Debt Securities on its own behalf and on behalf of its clients from time to time.

Dual Registration

17. Mr. Ram has extensive knowledge about fixed income securities and the marketplace in which Freedom operates, and as such, subject to regulatory approval, Freedom would like to appoint Mr. Ram to act as a member of the Board as it will assist Freedom to remain competitive and to be responsive to its clients' interests.

18. DS has determined that Mr. Ram is the appropriate person to sit on the Board and that it does not have another individual that is not registered in the Jurisdictions who has the necessary expertise.

19. Mr. Ram will be supervised by DS.

20. The day-to-day operations of Freedom are carried out by the executive management and employees of Freedom. Mr. Ram will not have any role in the day-to-day operations of Freedom.

21. Neither DS or Mr. Ram will have access to Freedom's systems, which access would enable either DS or Mr. Ram to influence the actions of a client of Freedom to the benefit of DS or Mr. Ram in relation to a trade.

22. At no time will the interests of DS be favoured over the other clients of Freedom as a result of Mr. Ram being a member of Freedom's Board.

23. It is anticipated that Mr. Ram will spend between four to six hours per quarter on his duties as a director of Freedom.

24. The directors of Freedom are subject to a detailed policy governing conflicts of interest (the Freedom Policy). The Freedom Policy specifically addresses the situation where a representative, that is a director appointed by a Shareholder, has a conflict of interest or duty arising from the concurrent fiduciary duties owed to Freedom and the respective Shareholder.

25. The Freedom Policy proceeds from the principle that as a director of Freedom and as a member of the Board, Mr. Ram owes an unqualified fiduciary duty to Freedom. The Freedom Policy enforces that principle by providing that where a director or the Board identifies a conflict of interest, the Board will adopt a protocol for managing the conflict which must include provisions relating to:

(a) whether the conflicted director must withdraw from the Board meeting for the duration of any discussion on a relevant matter, and whether the Board may waive such a requirement;

(b) whether, in light of applicable law or other relevant circumstances, the conflicted director may vote in connection with any Board decision on that matter; and

(c) whether, subject to such restrictions as the Board may impose, the conflicted director may receive Board papers or other information which relates in any way to the subject-matter that gives rise to the conflict (the Information). Where the Board decides that Mr. Ram may not receive the Information, and the Board further decides that the conflict of duty is of such nature or sensitivity that it is not appropriate for Mr. Ram to be made aware of the nature of the Information, Mr. Ram will not be notified of the nature of the Information.

26. To further protect Freedom, the Freedom Policy contains guidelines relating to:

(a) the circumstances in which the Information may be passed on by Mr. Ram to DS, who nominated Mr. Ram;

(b) the right of Freedom to place an embargo on the Information which must not be passed on because of its sensitivity; and

(c) acceptance by DS of the obligation of confidentiality in relation to any Information received.

27. DS has appropriate compliance and supervisory policies and procedures to deal with any conflicts of interest that may arise as a result of Mr. Ram being a director of Freedom.

28. The potential for conflicts of interest or client confusion due to Mr. Ram acting as a director of Freedom and a dealing representative of DS is mitigated by the following:

(a) DS does not compete with Freedom;

(b) members of the Board serve without remuneration;

(c) Mr. Ram will not be involved in the day-to-day operations of Freedom's operations;

(d) neither DS or Mr. Ram will have access to Freedom's systems, which access would enable DS or Mr. Ram to influence the actions of a client of Freedom to the benefit of DS or Mr. Ram in relation to a trade; and

(e) at no time will Freedom favour the interests of DS as a result of Mr. Ram being a member of the Board.

29. Neither Filer is in default of securities, commodities or derivatives legislation in any Jurisdiction.

30. In the absence of the Exemption Sought, DS would be prohibited under section 4.1(1)(a) of NI 31-103 from allowing Mr. Ram to act as a dealing representative of DS while also acting as a director of Freedom.

Decision

The Decision Maker is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.

The decision of the Decision Maker under the Legislation is that the Exemption Sought is granted, provided that the circumstances described above remain in place.

VirgoCX Inc.

Headnote

Application for time-limited relief from suitability requirement, prospectus requirement and trade reporting requirements -- relief to allow the Filer to distribute Crypto Contracts and operate a platform that facilitates the buying, selling and holding of crypto assets -- relief granted subject to certain conditions set out in the decision, including investment limits, disclosure and reporting requirements -- relief is time-limited to allow the Filer to operate while seeking registration as an investment dealer and membership with IIROC -- relief will expire upon two (2) years -- relief granted based on the particular facts and circumstances of the application with the objective of fostering innovative businesses in Canada -- decision should not be viewed as precedent for other filers.

Statute cited

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

Instrument, Rule or Policy cited

Multilateral Instrument 11-102 Passport System, s. 4.7.

National Instrument 21-101 Marketplace Operation, s. 1.1.

National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, s. 13.3.

OSC Rule 91-506 Derivatives: Product Determination, ss. 2 and 4.

OSC Rule 91-507 Trade Repositories and Derivatives Data Reporting, Part 3.

May 30, 2022

IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (the Jurisdiction) AND ALBERTA, BRITISH COLUMBIA, MANITOBA, NEW BRUNSWICK, NEWFOUNDLAND AND LABRADOR, NORTHWEST TERRITORIES, NOVA SCOTIA, NUNAVUT, PRINCE EDWARD ISLAND, QUÉBEC, SASKATCHEWAN, AND YUKON AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS AND IN THE MATTER OF VIRGOCX INC. (the Filer)

DECISION

Background

As set out in Joint CSA/IIROC Staff Notice 21-329 Guidance for Crypto-Asset Trading Platforms: Compliance with Regulatory Requirements (Staff Notice 21-329) and CSA Staff Notice 21-327 Guidance on the Application of Securities Legislation to Entities Facilitating the Trading of Crypto Assets (Staff Notice 21-327), securities legislation applies to crypto asset trading platforms (CTPs) that facilitate or propose to facilitate the trading of instruments or contracts involving crypto assets because the user's contractual right to the crypto asset may itself constitute a security and/or a derivative (Crypto Contract).

To foster innovation and respond to novel circumstances, the CSA has considered an interim, time-limited registration that would allow CTPs to operate within a regulated environment, with regulatory requirements tailored to the CTP's operations. The overall goal of the regulatory framework is to ensure there is a balance between the need to be flexible and facilitate innovation in the Canadian capital markets, while upholding the regulatory mandate of promoting investor protection and fair and efficient capital markets.

The Filer operates a CTP and has applied for registration as a restricted dealer in each province and territory of Canada. While registered as a restricted dealer, the Filer intends to seek membership with the Investment Industry Regulatory Organization of Canada (IIROC). This Decision has been tailored for the specific facts and circumstances of the Filer, and the securities regulatory authority or regulator in the Applicable Jurisdictions (as defined below) will not consider this Decision as constituting a precedent for other filers.

Relief Requested

The securities regulatory authority or regulator in the Jurisdiction has received an application from the Filer (the Passport Application) for a decision under the securities legislation of the Jurisdiction (the Legislation) exempting the Filer from:

(a) the prospectus requirements of the Legislation in respect of the Filer entering into Crypto Contracts with clients (Clients, and each a Client) to purchase, hold and sell Crypto Assets (as defined below) (the Prospectus Relief); and

(b) the requirement in section 13.3 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103) that, before it opens an account, takes investment action for a client, or makes a recommendation or exercises discretion to take investment action, to determine on a reasonable basis that the action is suitable for the Client (the Suitability Relief, together with the Prospectus Relief, the Passport Relief).

The securities regulatory authority or regulator in the Jurisdiction and each of the other jurisdictions referred to in Appendix A (the Jurisdictions) (the Coordinated Review Decision Makers) have received an application from the Filer for a decision under the securities legislation of the Jurisdictions exempting the Filer from certain reporting requirements under the Local Trade Reporting Rules (as defined in Appendix A) (the Trade Reporting Relief).

The Passport Relief and the Trade Reporting Relief are referred to collectively as the Requested Relief.

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

(a) the Ontario Securities Commission is the principal regulator for this Application (the Principal Regulator),

(b) in respect of the Passport Relief, the Filer has provided notice that, in the jurisdictions where required, subsection 4.7(1) 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 (the Non-Principal Jurisdictions, and, together with the Jurisdiction, the Applicable Jurisdictions), and

(c) the decision in respect of the Trade Reporting Relief is the decision of the Principal Regulator and evidences the decision of each Coordinated Review Decision Maker.

Interpretation

For the purposes of this Decision, terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this Decision, unless otherwise defined.

Representations

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

The Filer

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

2. The Filer operates under the business name of "VirgoCX".

3. The Filer is a wholly-owned subsidiary of VirgoCX Global Holdings Inc. (VGHI).

4. The Filer and VGHI do not have any securities listed or quoted on an exchange or in any jurisdiction inside or outside of Canada.

5. The Filer's personnel consist of software engineers, compliance professionals and client support representatives who each have experience operating in a regulated environment as a money services business (MSB) and expertise in blockchain technology. All of the Filer's personnel have passed, and new personnel will have passed, criminal records and credit checks.

6. The Filer is not in default of securities legislation of any jurisdiction in Canada, except in respect of the Filer's trading of Crypto Contracts prior to the date of this Decision.

VirgoCX Platform

7. The Filer operates a proprietary and automated internet-based platform for the trading of crypto assets in Canada (the VirgoCX Platform) that enables Clients of the Filer to buy, sell, hold, deposit and withdraw crypto assets such as bitcoin, ether, and anything commonly considered a crypto asset, digital or virtual currency, or digital or virtual token that are not themselves securities or derivatives (each a Crypto Asset, collectively the Crypto Assets) through the Filer.

8. The Filer's role under the Crypto Contracts is to buy or sell Crypto Assets and to provide custody services for all Crypto Assets held in accounts on the VirgoCX Platform.

9. The VirgoCX Platform is governed by terms of service (the VirgoCX TOS).

10. Under the VirgoCX TOS, the Filer maintains certain controls over Client Crypto Assets to ensure compliance with applicable law and provide secure custody of the Client assets.

11. The Filer's trading of Crypto Contracts is consistent with activities described in Staff Notice 21-327 and constitutes the trading of securities and/or derivatives.

12. The Filer does not have any authority to act on a discretionary basis on behalf of Clients and will not offer or provide discretionary investment management services relating to Crypto Assets.

13. The Filer is registered as a MSB under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (Canadian AML/ATF Law).

14. The Filer is not a member firm of the Canadian Investor Protection Fund (CIPF) and Client Crypto Assets do not qualify for CIPF coverage. The Risk Statement (as defined below) includes disclosure that there is no CIPF coverage for the Crypto Assets and Clients must acknowledge that they have received, read and understood the Risk Statement before opening an account with the Filer.

15. Upon the Filer's registration as a restricted dealer, the Filer will make available to Clients the services of the Ombudsman for Banking Services and Investments to resolve complaints made by Clients.

OTC Trading

16. VirgoCX Direct Inc., an affiliate of the Filer, operates an over-the-counter (OTC) trading desk for orders of a minimum size of C$30,000. The OTC trading desk allows clients to purchase or sell Crypto Assets from VirgoCX Direct Inc. VirgoCX Direct Inc. immediately delivers, as described in Staff Notice 21-327, any purchased Crypto Assets to the purchaser at a blockchain wallet address specified by the purchaser which is not under the ownership, possession, or control of VirgoCX Direct Inc or the Filer.

Crypto Assets Available Through the Platform

17. The Filer has established and applies policies and procedures to review Crypto Assets and to determine whether to allow Clients on the VirgoCX Platform to enter into Crypto Contracts to buy and sell the Crypto Asset on the VirgoCX Platform (KYP Policy). Such review includes, but is not limited to, publicly-available information concerning:

(a) the creation, governance, usage and design of the Crypto Asset, including the source code, security and roadmap for growth in the developer community and, if applicable, the background of the developer(s) that created the Crypto Asset;

(b) the supply, demand, maturity, utility and liquidity of the Crypto Asset;

(c) material technical risks associated with the Crypto Asset, including any code defects, security breaches and other threats concerning the Crypto Asset and its supporting blockchain (such as the susceptibility to hacking and impact of forking), or the practices and protocols that apply to them; and

(d) legal and regulatory risks associated with the Crypto Asset, including any pending, potential, or prior civil, regulatory, criminal, or enforcement action relating to the issuance, distribution, or use of the Crypto Asset.

18. The Filer only offers and only allows Clients to enter into Crypto Contracts to buy and sell Crypto Assets that are not each themselves a security and/or a derivative.

19. The Filer does not allow Clients to enter into a Crypto Contract to buy and sell Crypto Assets unless the Filer has taken steps to:

(a) assess the relevant aspects of the Crypto Asset pursuant to the KYP Policy and, as described in representation 17, to determine whether it is appropriate for its Clients,

(b) approve the Crypto Asset, and Crypto Contracts to buy and sell such Crypto Asset, to be made available to Clients, and

(c) monitor the Crypto Asset for significant changes and review its approval under (b) where a significant change occurs.

20. The Filer is not engaged, and will not engage, in trades that are part of, or designed to facilitate, the creation, issuance or distribution of Crypto Assets by the developer(s) of the Crypto Asset or affiliates or associates of such persons.

21. As set out in the Filer's KYP Policy, the Filer determines whether a Crypto Asset available to be bought and sold through a Crypto Contract is a security and/or derivative and is being offered in compliance with securities and derivatives laws, which include but are not limited to:

(a) consideration of statements made by any regulators or securities regulatory authorities of Canada, other regulators of the International Organization of Securities Commissions jurisdictions, or the regulator with the most significant connection to a Crypto Asset about whether the Crypto Asset, or generally about whether the type of Crypto Asset, is a security and/or derivative; and

(b) if the Filer determines it to be necessary, obtaining legal advice as to whether the Crypto Asset is a security and/or derivative under securities legislation of any Canadian jurisdiction.

22. The Filer monitors ongoing developments related to Crypto Assets available on its Platform that may cause a Crypto Asset's status as a security and/or derivative or the assessment conducted by the Filer pursuant to its KYP Policy and as described in representations 17 to 21 to change.

23. The Filer acknowledges that any determination made by the Filer, including those set out in representations 17 to 21 of this Decision, does not prejudice the ability of any of the regulators or securities regulatory authorities of any province or territory of Canada to determine that a Crypto Asset that a Client may enter into a Crypto Contract to buy and sell is a security and/or derivative.

24. As set out in the Filer's KYP Policy, the Filer applies policies and procedures to promptly stop the trading of any Crypto Asset available on the VirgoCX Platform and to allow Clients to liquidate their positions in Crypto Contracts with underlying Crypto Assets that the Filer ceases to make available on the VirgoCX Platform.

Account Opening

25. Each Client must open an account (a Client Account) using the Filer's website or mobile application to access the VirgoCX Platform. Client Accounts are governed by the VirgoCX TOS that are accepted by Clients at the time of account opening.

26. The Filer has adopted eligibility criteria for the onboarding of all Clients. All Clients on the VirgoCX Platform must: (a) successfully complete the Filer's know-your-client (KYC) process which satisfies the identity verification requirements applicable to reporting entities under Canadian AML/ATF Law, and (b) hold an account with a Canadian financial institution. Each Canadian Client who is an individual, and each individual who is authorized to give instructions for a Canadian Client that is a legal entity, must be: (c) a Canadian citizen or permanent resident; and (d) 18 years or older.

27. The Filer does not provide recommendations or advice to Clients or conduct a trade-by-trade suitability determination for Clients, but rather performs product assessments pursuant to the KYP Policy and account assessments taking into account the following factors (the Account Appropriateness Factors):

(a) the Client's experience and knowledge in investing in Crypto Assets;

(b) the Client's financial assets and income;

(c) the Client's risk tolerance; and

(d) the Crypto Assets approved to be made available to a Client by entering into Crypto Contracts on the VirgoCX Platform.

28. The Account Appropriateness Factors are used by the Filer to evaluate whether entering into Crypto Contracts with the Filer is appropriate for a prospective Client before the opening of a Client Account.

29. The Filer has adopted and will apply policies and procedures to conduct an assessment to establish appropriate limits on the losses that a Client that is not a permitted client (as defined in NI 31-103) can incur, what limits will apply to such Client based on the Account Appropriateness Factors (the Client Limit), and what steps the Filer will take when the Client approaches or exceeds their Client Limit. After completion of the assessment, the Filer will implement controls to monitor and apply the Client Limits.

30. After completion of the account-level appropriateness assessment, a prospective Client receives appropriate messaging about using the VirgoCX Platform to enter into Crypto Contracts, which, in circumstances where the Filer has evaluated that entering into Crypto Contracts with the Filer is not appropriate for the Client, will include prominent messaging to the Client that this is the case and that the Client will not be permitted to open an account with the Filer.

31. Additionally, the Filer monitors and will continue to monitor Client Accounts after opening to identify activity inconsistent with the Client's account and product assessment. If warranted, the Client may receive further messaging about the VirgoCX Platform and the Crypto Assets, specific risk warnings and/or receive direct outreach from the Filer about their activity. The Filer monitors compliance with the Client Limits established in representation 29. If warranted, the Client will receive messaging when their account is approaching its Client Limit and receive instructions on how to implement a stop loss order to prevent further losses.

32. As part of the account opening process:

(a) the Filer collects KYC information to verify the identity of the Client in accordance with Canadian AML/ATF Law;

(b) the Filer provides a prospective Client with a statement of risks (the Risk Statement) that clearly explains the following in plain language:

(i) the Crypto Contracts;

(ii) the risks associated with the Crypto Contracts;

(iii) prominently, a statement that no securities regulatory authority has expressed an opinion about the Crypto Contracts or any of the Crypto Assets made available through the VirgoCX Platform, including any opinion that the Crypto Assets themselves are not securities and/or derivatives;

(iv) the due diligence performed by the Filer before making a Crypto Asset available through the VirgoCX Platform, including the due diligence steps taken by the Filer to assess whether the Crypto Asset is a security and/or derivative under the securities legislation of each of the jurisdictions of Canada and the securities and derivatives laws of the foreign jurisdiction with which the Crypto Asset has the most significant connection, and the risks if the Filer has incorrectly determined that the Crypto Asset is not a security and/or derivative;

(v) that the Filer has prepared a plain language description of each Crypto Asset made available through the VirgoCX Platform, with instructions as to where on the VirgoCX Platform the Client may obtain the descriptions (each, a Crypto Asset Statement);

(vi) the Filer's policies for halting, suspending and withdrawing a Crypto Asset from trading on the VirgoCX Platform, including criteria that would be considered by the Filer, options available to Clients holding such a Crypto Asset, any notification periods and any risks to Clients;

(vii) the location and manner in which Crypto Assets are held for the Client, the risks and benefits to the client of the Crypto Assets being held in that manner;

(viii) the manner in which the Crypto Assets are accessible by the Filer, and the risks and benefits to the Client arising from the Filer having access to the Crypto Assets in that manner;

(ix) the Filer is not a member of CIPF and the Crypto Assets held by the Filer (directly or indirectly through third parties) will not qualify for CIPF protection;

(x) a statement that the statutory rights in section 130.1 of the Act, and, if applicable, similar statutory rights under securities legislation of the other Applicable Jurisdictions, do not apply in respect of the Risk Statement or a Crypto Asset Statement to the extent a Crypto Contract is distributed under the Prospectus Relief in this Decision; and

(xi) the date on which the information was last updated.

33. In order for a prospective Client to open and operate an account with the Filer, the Filer will obtain an electronic acknowledgement from the prospective Client confirming that the prospective Client has received, read and understood the Risk Statement. Such acknowledgement will be prominent and separate from other acknowledgements provided by the prospective Client as part of the account opening process.

34. A copy of the Risk Statement acknowledged by a Client will be made available to the Client in the same place as the Client's other statements on the VirgoCX Platform.

35. The Filer has policies and procedures for updating the Risk Statement and each Crypto Asset Statement to reflect any material changes to the disclosure or include any material risks that may develop with respect to the Crypto Contracts, Crypto Assets generally, or a specific Crypto Asset, as the case may be. In the event the Risk Statement is updated, existing Clients of the Filer will be promptly notified and provided with a copy of the updated Risk Statement. In the event a Crypto Asset Statement is updated, existing Clients of the Filer will be promptly notified through website and in-App disclosures, with links provided to the updated Crypto Asset Statement.

36. For Clients with pre-existing accounts with the Filer at the time of this Decision, the Filer will:

(a) conduct the account appropriateness assessment and establish the appropriate Client Limit for the Client as set out in representations 27 to 30 above, and

(b) deliver to the Client the Risk Statement and will require the Client to provide electronic acknowledgement of having received, read and understood the revised Risk Statement, at the earlier of (i) before placing their next trade or deposit of Crypto Assets and (ii) the next time they log in to their account with the Filer. The Risk Statement must be prominent and separate from other disclosures given to the Client at that time, and the acknowledgement must be separate from other acknowledgements by the Client at that time

37. Before a Client enters a Crypto Contract to buy a Crypto Asset, the Filer will provide instructions for the Client to read the Crypto Asset Statement for the Crypto Asset, which will include a link to the Crypto Asset Statement on the Filer's website or App.

38. Each Crypto Asset Statement will include:

(a) a prominent statement that no securities regulatory authority in Canada has expressed an opinion about the Crypto Contracts or any of the Crypto Assets made available through the VirgoCX Platform, including an opinion that the Crypto Assets are not themselves securities and/or derivatives,

(b) a description of the Crypto Asset, including the background of the team that first created the Crypto Asset, if applicable,

(c) a description of the due diligence performed by the Filer with respect to the Crypto Asset,

(d) any risks specific to the Crypto Asset,

(e) a direction to the Client to review the Risk Statement for additional discussion of general risks associated with the Crypto Contracts and Crypto Assets made available through the VirgoCX Platform,

(f) a statement that the statutory rights in section 130.1 of the Act, and, if applicable, similar statutory rights under securities legislation of other Applicable Jurisdictions, do not apply in respect of the Crypto Asset Statement to the extent a Crypto Contract is distributed under the Prospectus Relief in this Decision, and

(g) the date on which the information was last updated.

39. The Filer will also periodically prepare and make available to its clients, educational materials and other informational updates about trading on the VirgoCX Platform and the ongoing development of Crypto Assets and Crypto Asset trading markets.

Operation of the VirgoCX Platform

40. The VirgoCX Platform operates 24 hours a day, seven days a week.

41. Clients on the VirgoCX Platform enter orders to buy or sell Crypto Assets through the Filer.

42. A Crypto Contract is a bilateral contract between a Client and the Filer. Accordingly, the Filer is the counterparty to all trades entered by Clients on the VirgoCX Platform. For each Client transaction, the Filer will also be a counterparty to a corresponding Crypto Asset buy or sell transaction with a crypto asset trading firm or marketplace (Liquidity Provider).

43. The Filer relies upon multiple Liquidity Providers to act as sellers of Crypto Assets that may be purchased by the Filer for its Clients. Liquidity Providers may also buy any Crypto Assets from the Filer that the Filer purchases from its Clients on the VirgoCX Platform and wishes to sell.

44. The Filer evaluates and will continue to evaluate the price obtained from its Liquidity Providers on an ongoing basis against global benchmarks to confirm that it is providing fair and reasonable pricing to its Clients.

45. The Filer has taken or will take reasonable steps to verify that each Liquidity Provider is appropriately registered and/or licensed to trade in the Crypto Assets in their home jurisdiction, or that their activities do not require registration in their home jurisdiction, and that they are not in default of securities legislation in the Applicable Jurisdictions.

46. The Filer has verified that each Liquidity Provider has effective policies and procedures to address concerns relating to fair price, fraud and market manipulation.

47. The Filer charges trading commissions on purchases of Crypto Assets at rates disclosed on the VirgoCX Platform under "Fees" and incorporated by reference into the VirgoCX TOS. The total commission payable in respect of a transaction is disclosed to the Client prior to confirmation of the order.

48. All fees and commissions earned by the Filer are clearly disclosed on the VirgoCX Platform, and the Filer's Clients can check the quoted prices for Crypto Assets on the VirgoCX Platform against the prices available on other crypto asset trading platforms.

49. The VirgoCX Platform continuously obtains prices for the Crypto Assets made available for trading from a Liquidity Provider, after which the VirgoCX Platform incorporates a 'spread' to compensate the Filer to determine the price to offer to Clients. The Filer then presents on a continuous basis this adjusted price to Clients as the price at which the Filer is willing to transact against a Client

50. If the Client finds the price agreeable, the Client may enter a market order to transact against the displayed price. Otherwise, the Client may enter a "limit order" at a price where the client would be willing to trade and if the price offered by the VirgoCX Platform at a future time meets the price entered by the Client, then the Client's order will automatically be executed.

51. The Filer does not, and will not, offer margin, credit or other forms of leverage to Clients in connection with trading of Crypto Assets on the VirgoCX Platform and will not offer derivatives based on Crypto Assets to Clients other than Crypto Contracts.

52. The Filer records in its books and records the particulars of each trade.

53. The Filer promptly ensures that the increase or decrease in Crypto Assets in the Client's account resulting from the trade is reflected in the Crypto Asset balances held in custody on the VirgoCX Platform, as described below under "Custody of Crypto Assets". To the extent necessary to fulfil its settlement obligations to Clients, the Filer may trade with its Liquidity Providers on a net basis. Where there are net purchases of Crypto Assets over and above what is held in the Filer's inventory, the Filer arranges for the cash to be transferred to the Liquidity Providers and Crypto Assets to be sent by the Liquidity Providers to the Filer. Where there are net sales of Crypto Assets over and above what the Filer wants to hold in inventory, the Filer may sell Crypto Assets to its Liquidity Providers.

54. Trading pairs available on the VirgoCX Platform include Crypto Asset-for-fiat and Crypto Asset-for-Crypto Asset.

55. Clients have access to a complete record of all transactions in their Client Account, including all transfers in of fiat or Crypto Assets, all purchases, sales and withdrawals, and the relevant prices, commissions and withdrawal fees charged in respect of such transactions.

56. Clients can fund their account by transferring in fiat currency or Crypto Assets. Clients can transfer in fiat currency by Interac e-transfer or bank wire, with the minimum and maximum amount for each transfer type set out under "Fees" on the VirgoCX Platform. At this time, the Filer does not charge Clients a deposit fee when transferring fiat currency or Crypto Assets into their Client Account.

57. Clients are charged a withdrawal fee when transferring Crypto Assets out of their Client Account to a blockchain address specified by the Client. The withdrawal fee varies by Crypto Asset and is disclosed on the VirgoCX Platform under "Fees". Part of the withdrawal fee covers fees charged by the Filer's payment processor to process the withdrawal transaction. The total withdrawal fee payable in respect of a withdrawal is disclosed to the Client prior to confirmation of the withdrawal.

58. Prior to transferring Crypto Assets out of a Client Account, the Filer conducts secondary verification of the blockchain address and screens the blockchain address specified by the transferring Client using blockchain forensics software.

Custody of Crypto Assets

59. The Filer holds Crypto Assets for the benefit of Clients separate and apart from its own assets and from the assets of any custodial service provider. The Filer is not permitted to pledge, re-hypothecate or otherwise use any Crypto Assets owned by its Clients. The Filer has and will retain the services of third-party custodians to hold not less than 80% of the total value of Crypto Assets held on behalf of Clients. The Filer primarily uses Coinbase Custody Trust Company LLC as custodian (the Custodian) and will use other custodians as necessary after reasonable due diligence. Up to 20% of the Filer's total Client Crypto Assets may be held online in: (i) hot wallets secured by Fireblocks Inc. (Fireblocks); and (ii) hot wallets secured by the Filer's proprietary software (Proprietary Hot Wallets). A maximum of 5% of the Filer's total Client Crypto Assets may be held in the Proprietary Hot Wallets.

60. The Custodian is registered as a limited purpose trust company with the New York Department of Financial Services (NYDFS). The Custodian has completed a Service Organization Controls (SOC) report under the SOC 2 -- Type 1 and SOC 2 -- Type 2 standards from a leading global audit firm. The Filer has conducted due diligence on the Custodian, including reviewing a copy of the SOC 2 -- Type 2 audit reports prepared by the Custodian's auditors and has not identified any material concerns.

61. The Custodian holds all Crypto Assets for Clients of the Filer in an omnibus account in the name of the Filer and separate and distinct from the assets of the Filer, the Filer's affiliates and all of the Custodian's other Clients.

62. Coinbase Global Inc., the parent company of the Custodian, maintains US$320 million of insurance (per-incident and overall) which covers losses of assets held by the Custodian, on behalf of its Clients due to third-party hacks, copying or theft of private keys, insider theft or dishonest acts by the Custodian employees or executives and loss of keys. The Filer has assessed the Custodian's insurance policy and has determined, based on information that is publicly available and on information provided by the Custodian and considering the scope of the Custodian's business, that the amount of insurance is appropriate.

63. The Custodian has established and applies policies and procedures that manage and mitigate the custodial risks, including, but not limited to, an effective system of controls and supervision to safeguard the Crypto Assets for which it acts as custodian and to mitigate security breaches and cyber incidents.

64. The Filer has assessed the risks and benefits of using the Custodian and, has determined that in comparison to a Canadian custodian (as that term is defined in NI 31-103) it is more beneficial to use the Custodian, a U.S. custodian, to hold Client Crypto Assets than a Canadian custodian.

65. The Filer has established, and will maintain and apply, policies and procedures that are reasonably designed to ensure the Custodian's records related to Crypto Assets that the Custodian holds in trust for Clients of the Filer are accurate and complete.

66. The Filer licenses software from Fireblocks which includes a crypto asset wallet that stores private and public keys and interacts with various blockchains to send and receive crypto assets and monitor balances. Fireblocks uses secure multiparty computation to share signing responsibility for a particular blockchain address among multiple independent persons.

67. The Filer operates the Proprietary Hot Wallets using software developed by the Filer which stores private and public keys and interacts with various blockchains to send and receive crypto assets and monitor balances. The Proprietary Hot Wallets are programmed to operate automatically within specified maximum value thresholds, and any programming changes or manual transactions require the approval of multiple individuals from the Filer's senior management team.

68. Fireblocks has obtained a SOC report under the SOC 2 -- Type 2 standard from a leading global audit firm. The Filer has reviewed a copy of the SOC 2 -- Type 2 audit report prepared by the auditors of Fireblocks, and has not identified any material concerns.

69. The Filer has licensed software from Digital Assets Services Limited (trading as Coincover) (Coincover) to provide additional security for keys to Crypto Assets held by the Filer using Fireblocks, including key pair creation, key pair storage, device access recovery and account access recovery. Coincover is based in the United Kingdom and is regulated by the U.K. Financial Conduct Authority.

70. Backup key material for the Filer's hot wallets secured using Fireblocks is secured by Coincover and 100% covered against loss or theft by a leading global insurance provider. The Filer has also obtained a guarantee through Coincover for the loss of Crypto Assets held in its Fireblocks hot wallets.

71. The Filer is proficient and experienced in holding Crypto Assets and has established and applied policies and procedures that manage and mitigate custodial risks, including but not limited to, an effective system of controls and supervision to safeguard the Crypto Assets. The Filer also maintains appropriate policies and procedures related to IT security, cyber-resilience, disaster recovery capabilities and business continuity plans.

72. The third-party insurance obtained by the Filer includes coverage for the Crypto Assets held by the Filer in cold storage in the event of loss or theft in accordance with the terms of the insurance policy in question.

73. Fireblocks has insurance coverage in the amount of US$30 million in aggregate which, in the event of theft of Crypto Assets from hot wallets secured by Fireblocks, will be distributed among applicable Fireblocks customers, which could include the Filer, pursuant to an insurance settlement agreement.

74. In addition, backup key material for the Filer's Fireblocks hot wallets is secured by Coincover and 100% covered against loss or theft by a leading global insurance provider.

75. The Filer will supplement the insurance coverage and guarantee available through its services providers for the loss of Crypto Assets held in its hot wallets, by setting aside cash that will be held in an account at a Canadian financial institution, separate from the Filer's operational accounts and Filer's Client Accounts, in an amount agreed upon with its Principal Regulator. Depending on the circumstances, either funds from the guarantee or the bank account would be available in the event of loss of Crypto Assets held in the Filer's hot wallets secured by Fireblocks. In the event of a loss of Crypto Assets held in the Proprietary Hot Wallets, funds from the bank account will be available.

Marketplace and Clearing Agency

76. The Filer will not operate a "marketplace" as that term is defined in National Instrument 21-101 Marketplace Operation and in Ontario, subsection 1(1) of the Act.

77. The Filer will not operate a "clearing agency" or a "clearing house".

Decision

The Principal Regulator is satisfied that the Decision satisfies the test set out in the Legislation for the Principal Regulator to make the Decision and each Coordinated Review Decision Maker is satisfied that the Decision in respect of the Trade Reporting Relief satisfies the test set out in the securities legislation of its jurisdiction for the Coordinated Review Decision Maker to make the Decision in respect of the Trade Reporting Relief.

The decision of the Principal Regulator under the Legislation is that the Requested Relief is granted, and the Decision of each Coordinated Review Decision Maker under the securities legislation of its jurisdiction is that the Trade Reporting Relief is granted, provided that:

A. Unless otherwise exempted by a further decision of the Principal Regulator and, if required under securities legislation, the regulator or securities regulatory authority of any other Jurisdiction, the Filer complies with all of the terms, conditions, restrictions and requirements applicable to a registered dealer under securities legislation, including the Legislation, and any other terms, conditions, restrictions or requirements imposed by a securities regulatory authority or regulator on the Filer.

B. The Filer is registered as a restricted dealer or investment dealer in the Jurisdiction and the jurisdiction in which the Client is resident.

C. The Filer, and any representatives of the Filer, will not provide recommendations or advice to any Client or prospective Client.

D. The Filer will only engage in the business of trading Crypto Contracts in relation to Crypto Assets, and performing its obligations under those contracts. The Filer does not offer derivatives based on Crypto Assets to Clients other than the Crypto Contracts. The Filer will seek the appropriate approvals from the Principal Regulator and, if required under securities legislation, the regulator or securities regulatory authority of any other Applicable Jurisdiction, prior to undertaking any other activity governed by securities legislation.

E. The Filer will not operate a "marketplace" as the term is defined in National Instrument 21-101 Marketplace Operation and in Ontario, in subsection 1(1) of the Act or a "clearing agency" or "clearing house" as the terms are defined or referred to in securities legislation.

F. At all times, the Filer will hold not less than 80% of the total value of all Crypto Assets held on behalf of Clients with a custodian that meets the definition of a "qualified custodian" under NI 31-103, unless the Filer has obtained the prior written approval of the Principal Regulator to hold a different percentage with a "qualified custodian".

G. Before the Filer holds Crypto Assets with a custodian referred to in condition F, the Filer will take reasonable steps to verify that the custodian:

(a) has appropriate insurance to cover the loss of Crypto Assets held at the custodian,

(b) has established and applies written policies and procedures that manage and mitigate the custodial risks, including, but not limited to, an effective system of controls and supervision to safeguard the Crypto Assets for which it acts as custodian, and

(c) has obtained a SOC 2 -- Type 2 report within the last 12 months, unless the Filer has obtained the prior written approval of the Principal Regulator to alternatively verify that the custodian has obtained a SOC 1 -- Type 1 or Type 2 report or a SOC 2 -- Type 1 report within the last 12 months.

H. The Filer will promptly notify the Principal Regulator if the U.S. Securities and Exchange Commission, the U.S. Commodity Futures Trading Commission, the Financial Industry Regulatory Authority, the National Futures Association or the New York State Department of Financial Services makes a determination that the Custodian is not permitted by that regulatory authority to hold Client Crypto Assets.

I. For the Crypto Assets held by the Filer, the Filer:

(a) will hold the Crypto Assets for its Clients separate and distinct from the assets of the Filer;

(b) will ensure there is appropriate insurance for the loss of Crypto Assets held by the Filer; and

(c) will have established and apply written policies and procedures that manage and mitigate the custodial risks, including, but not limited to, an effective system of controls and supervision to safeguard the Crypto Assets for which it acts as custodian.

J. The Filer will only use a Liquidity Provider that it has verified is registered and/or licensed, to the extent required in its home jurisdiction, to execute trades in the Crypto Assets and is not in default of securities legislation in any of the Applicable Jurisdictions, and will promptly stop using a Liquidity Provider if (i) the Filer is made aware that the Liquidity Provider is, or (ii) a court, regulator or securities regulatory authority in any jurisdiction of Canada has determined it to be, not in compliance with securities legislation.

K. The Filer will evaluate the price obtained from its Liquidity Providers on an ongoing basis against global benchmarks and will provide fair and reasonable prices to its Clients.

L. Before each prospective Client opens an account, the Filer will deliver to the Client a Risk Statement and will require the Client to provide electronic acknowledgement of having received, read and understood the Risk Statement.

M. For each Client with a pre-existing account at the date of this Decision, the Filer will deliver to the Client a Risk Statement and will require the Client to provide electronic acknowledgement of having received, read and understood the Risk Statement at the earlier of (a) before placing their next trade or deposit of Crypto Assets on the VirgoCX Platform and (b) the next time they log in to their account with the Filer.

N. The Risk Statement delivered in conditions L and M to new Clients or Clients with pre-existing accounts on the date of this Decision will be prominent and separate from other disclosures given to the Client at the time the Risk Statement is delivered, and the acknowledgement will be separate from other acknowledgements by the Client at that time.

O. A copy of the Risk Statement acknowledged by a Client will be made available to the Client in the same place as the Client's other statements on the VirgoCX Platform.

P. Before a Client enters into a Crypto Contract to buy a Crypto Asset, the Filer will provide instructions for the Client to read the Crypto Asset Statement for the Crypto Asset, which will include a link to the relevant Crypto Asset Statement on the Filer's website and in-Apps and includes the information set out in representation 38.

Q. The Filer will promptly update the Risk Statement and each Crypto Asset Statement to reflect any material changes to the disclosure or include any material risks that may develop with respect to the Crypto Contracts and/or Crypto Assets and,

(a) in the event of any update to the Risk Statement, will promptly notify each existing Client of the update and deliver to them a copy of the updated Risk Statement, and

(b) in the event of any update to a Crypto Asset Statement, will promptly notify Clients through electronic disclosures on the VirgoCX Platform, including in the VirgoCX Mobile App, with links provided to the updated Crypto Asset Statement.

R. Prior to the Filer delivering a Risk Statement to a Client, the Filer will deliver, or will have previously delivered, a copy of the Risk Statement delivered to the client to the Principal Regulator.

S. For each Client, the Filer will perform an account appropriateness assessment as described in representations 27 to 30 prior to opening an account, on an ongoing basis at least annually.

T. For each Client with a pre-existing account at the date of this Decision, the Filer will perform an account appropriateness assessment, as described in representations 27 to 30, the next time the Client uses their account. The Client will not be permitted to trade until the completion of the account appropriateness assessment and a determination that the account is appropriate.

U. The Filer will monitor Client activity and contact Clients to discuss their trading behaviour if it indicates a lack of knowledge or understanding of Crypto Asset trading, in an effort to identify and deter behaviours that may indicate that trading a Crypto Contract is not appropriate for the Client, or that additional education is required.

V. The Filer will ensure that the maximum amount of Crypto Assets, excluding Specified Crypto Assets (as set out in Appendix B to this Decision), that a Client, except those Clients resident in Alberta, British Columbia, Manitoba and Québec, may enter into Crypto Contracts to purchase and sell on the VirgoCX Platform (calculated on a net basis and is an amount not less than $0) in the preceding 12 months does not exceed a net acquisition cost of $30,000.

W. The Filer has established and will apply and monitor the Client Limits as set out in representation 29.

X. In the jurisdictions where the Prospectus Relief is required, the first trade of a Crypto Contract is deemed to be a distribution under securities legislation of that jurisdiction.

Y. The Filer will provide the Principal Regulator with at least 10 days' prior written notice of any:

(a) change of or use of a new custodian; and

(b) material changes to the Filer's ownership, its business operations, including its systems, or its business model.

Z. The Filer will notify the Principal Regulator, promptly, of any material breach or failure of its or its custodian's system of controls or supervision, and what steps have been taken by the Filer or its custodian, as the case may be, to address each such breach or failure. The loss of any amount of Crypto Assets will be considered a material breach or failure.

AA. The Filer will only trade Crypto Contracts based on Crypto Assets that are not in and of themselves securities or derivatives.

BB. The Filer will evaluate Crypto Assets as set out in its KYP Policy and described in representations 17 to 22.

CC. The Filer will not trade Crypto Assets or Crypto Contracts based on Crypto Assets with a customer in the Jurisdiction, without the prior written consent of the regulator or securities regulatory authority of the Jurisdiction, where the Crypto Asset was issued by or on behalf of a person or company that is or has in the last five years been the subject of an order, judgment, decree, sanction, fine, or administrative penalty imposed by, or has entered into a settlement agreement with, a government or government agency, administrative agency, self-regulatory organization, administrative tribunal or court in Canada or in a Specified Foreign Jurisdiction in relation to a claim based in whole or in part on fraud, theft, deceit, aiding and abetting or otherwise facilitating criminal activity, misrepresentation, violation of AML laws, conspiracy, breach of trust, breach of fiduciary duty, insider trading, market manipulation, unregistered trading, illegal distributions, failure to disclose material facts or changes, or allegations of similar or analogous conduct; for the purposes of this condition, the term "Specified Foreign Jurisdiction" means any of the following: Australia, Brazil, any member country of the European Union, Hong Kong, Japan, Republic of Korea, New Zealand, Singapore, Switzerland, United Kingdom of Great Britain and Northern Ireland, and United States of America.

DD. Except to allow Clients to liquidate their positions in those Crypto Contracts or transfer such Crypto Assets to a blockchain address specified by the Client, the Filer will promptly stop trading Crypto Contracts where the underlying is a Crypto Asset if (i) the Filer determines it to be, (ii) a court, regulator or securities regulatory authority in any jurisdiction of Canada or the foreign jurisdiction with which the Crypto Asset has the most significant connection determines it to be, or (iii) the Filer is made aware or is informed that the Crypto Asset is viewed by a regulator or securities regulatory authority to be, a security and/or derivative.

Data Reporting

EE. The Filer will provide the following information to the Principal Regulator, and to the securities regulatory authority or regulator in each of the Non-Principal Jurisdictions with respect to Clients in those jurisdictions individually, within 30 days of the end of each March, June, September and December:

(a) aggregate reporting of activity conducted pursuant to Crypto Contracts that will include the following:

(i) number of Client Accounts opened each month in the quarter;

(ii) number of Client Accounts closed each month in the quarter;

(iii) number of trades in each month of the quarter;

(iv) average value of the trades in each month of the quarter;

(v) number of Client Accounts with a net acquisition cost greater than $30,000 of Crypto Assets at the end of each month in the quarter;

(vi) number of Client Accounts with no trades during the quarter;

(vii) number of Client Accounts that have not been funded at the end of each month in the quarter; and

(viii) number of Client Accounts that hold a positive amount of Crypto Assets at the end of each month in the quarter;

(b) the details of any Client complaints received by the Filer during the calendar quarter and how such complaints were addressed;

(c) the details of any fraudulent activity or cybersecurity incidents on the VirgoCX Platform during the calendar quarter, any resulting harms and effects on Clients, and the corrective measures taken by the Filer to remediate such activity or incident and prevent similar activities or incidents from occurring in the future;

(d) the amount of Crypto Assets held in Proprietary Hot Wallets and in all other hot wallets as of the end of the quarter;

(e) the amount of the guarantee described in representation 75 as of the end of the quarter;

(f) the name of the financial institution and the amount of money held at the end of the quarter in an account with the financial institution, separate from the Filer's operation accounts and Filer's Client accounts, to supplement any insurance policy or guarantee relating to the Filer's hot wallets; and

(g) the details of the transaction volume per Liquidity Provider, per Crypto Asset during the quarter.

FF. The Filer will deliver to the regulator or the securities regulatory authority in each of the Applicable Jurisdictions, in a form and format acceptable to the regulator or the securities regulatory authority, a report that includes the following anonymized account-level data for activity conducted pursuant to a Crypto Contract for each Client within 30 days of the end of each March, June, September and December:

(a) unique account number and unique client identifier, as applicable;

(b) jurisdiction where the Client is located;

(c) the date the account was opened;

(d) the amount of fiat held at the beginning of the reporting period and at the end of the reporting period;

(e) cumulative realized gains/losses since account opening in CAD;

(f) unrealized gains/losses as of the report end date in CAD;

(g) quantity traded, deposited and withdrawn by Crypto Asset during the quarter in number of units;

(h) Crypto Asset traded by the Client;

(i) quantity held of each Crypto Asset by the Client as of the report end date in units;

(j) CAD equivalent aggregate value for each Crypto Asset traded by the Client, calculated as the amount in (i) multiplied by the market price of the asset in (h) as of the report end date;

(k) age of account in months; and

(l) the Client Limit recommended by the Filer on each account.

GG. Within 7 calendar days from the end of each month, the Filer will deliver to the regulator or securities regulatory authority in each of the Applicable Jurisdictions, a report of all accounts for which the Client Limits established pursuant to representation 29 were exceeded during that month.

HH. The Filer will deliver to the Principal Regulator, within 30 days of the end of each March, June, September and December, either:

(a) blackline copies of changes made to the policies and procedures on the operations of its wallets that were previously delivered to the Principal Regulator; or

(b) a nil report stating no changes have been made to its policies and procedures on the operations of its wallets in the quarter.

II. In addition to any other reporting required by Legislation, the Filer will provide, on a timely basis, any report, data, document or information to the Principal Regulator, including any information about the Filer's custodian(s) and the Crypto Assets held by the Filer's custodian(s), that may be requested by the Principal Regulator from time to time as reasonably necessary for the purpose of monitoring compliance with the Legislation and the conditions in the Decision, in a format acceptable to the Principal Regulator.

JJ. Upon request, the Filer will provide the Principal Regulator and the regulators or securities regulatory authorities of each of the Non-Principal Jurisdictions with aggregated and/or anonymized data concerning Client demographics and activity on the VirgoCX Platform that may be useful to advance the development of the Canadian regulatory framework for trading crypto assets.

KK. The Filer will promptly make any changes to its business practices or policies and procedures that may be required to address investor protection concerns that may be identified by the Filer or by the Principal Regulator arising from the operation of the VirgoCX Platform.

LL. The Filer will, if it intends to operate the VirgoCX Platform in Ontario and Québec after the expiry of the Decision, take the following steps:

(a) submit an application to the OSC and the Autorité des marchés financiers (AMF) to become registered as an investment dealer no later than 12 months after the date of the Decision;

(b) submit an application with the IIROC to become a dealer member no later than 12 months after the date of the Decision; and

(c) work actively and diligently with the OSC and IIROC to transition the VirgoCX Platform to investment dealer registration and obtain IIROC membership.

MM. This Decision shall expire upon the date that is two years from the date of this Decision.

NN. This Decision may be amended by the Principal Regulator upon prior written notice to the Filer in accordance with applicable securities legislation.

In respect of the Prospectus Relief:

"Erin O'Donovan"

Manager (Acting), Corporate Finance

Ontario Securities Commission

In respect of the Suitability Relief:

"Debra Foubert"

Director, Compliance and Registrant Regulation

Ontario Securities Commission

In respect of the Trade Reporting Relief:

"Kevin Fine"

Director, Derivatives

Ontario Securities Commission

 

OSC File #: 2022/0043

APPENDIX A -- LOCAL TRADE REPORTING RULES

In this Decision "Local Trade Reporting Rules" means each of the following:

Part 3, Data Reporting of Ontario Securities Commission Rule 91-507 Trade Repositories and Derivatives Data Reporting (OSC Rule 91-507), and the power to grant exemption orders set out in Section 42 of OSC Rule 91-507;

Part 3, Data Reporting of Manitoba Securities Commission Rule 91-507 Trade Repositories and Derivatives Data Reporting (MSC Rule 91-507), and the power to grant exemption orders set out in Section 42 of MSC Rule 91-507; and

Part 3, Data Reporting of Multilateral Instrument 96-101 Trade Repositories and Derivatives Data Reporting in Alberta, British Columbia, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Prince Edward Island, Saskatchewan, and Yukon (MI 96-101), and the power to grant exemption orders set out in Section 43 of MI 96-101.

APPENDIX B -- SPECIFIED CRYPTO ASSETS

Newfoundland Power Inc. and Caribbean Utilities Company, Ltd.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- the Filers request relief from the requirements in section 3.2 of National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards that financial statements be prepared in accordance with Canadian GAAP applicable to publicly accountable enterprises in order to permit the Filers to prepare their financial statements in accordance with U.S. GAAP. Relief granted, subject to certain conditions.

Applicable Legislative Provisions

National Instrument 52-107 Acceptable Accounting Principles and Auditing Standard, ss. 3.2 and 5.1.

May 31, 2022

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 NEWFOUNDLAND POWER INC. AND CARIBBEAN UTILITIES COMPANY, LTD. (COLLECTIVELY, THE ONTARIO FILERS)

DECISION

Background

The principal regulator in the Jurisdiction (the Principal Regulator) has received an application (the Application) from the Ontario Filers for a decision under the securities legislation of the Jurisdiction of the Principal Regulator (the Legislation) for an exemption (the Exemption Sought) from the requirements of section 3.2 of National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards (NI 52-107) that the financial statements of the Ontario Filers (a) be prepared in accordance with Canadian generally accepted accounting principles (Canadian GAAP) applicable to publicly accountable enterprises and (b) disclose an unreserved statement of compliance with IFRS in the case of annual financial statements and an unreserved statement of compliance with IAS 34 in the case of an interim financial report.

The Exemption Sought is filed in connection with other applications for exemptive relief on the same terms filed with the Alberta Securities Commission, as principal regulator of FortisAlberta Inc., and with the British Columbia Securities Commission, as principal regulator of FortisBC Energy Inc. and FortisBC Inc. The Ontario Filers, together with FortisAlberta Inc., FortisBC Energy Inc. and FortisBC Inc., are referred to collectively as the Filers. The Exemption Sought is similar to the exemption granted by the OSC to the Filers on December 15, 2017 in Re FortisBC Energy Inc., FortisBC Inc., FortisAlberta Inc., Newfoundland Power Inc. and Caribbean Utilities Company, Ltd. (the U.S. GAAP Relief). This decision document of the OSC will revoke U.S. GAAP Relief.

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;

(b) the Ontario Filers have provided notice that section 4.7(1) of Multilateral Instrument 11-102 -- Passport System (MI 11-102) is intended to be relied upon by them in each of British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, the Yukon Territory, the Northwest Territories and Nunavut (the Passport Jurisdictions); and

(c) the decision is the decision of the Principal Regulator and automatically results in an equivalent decision in the Passport Jurisdictions.

Interpretation

In this decision:

(d) unless otherwise defined herein, terms defined in National Instrument 14-101 Definitions, MI 11-102 and NI 52-107 have the same meaning; and

(e) rate-regulated activities has the meaning ascribed thereto in the Chartered Professional Accountants of Canada Handbook (Handbook).

Representations

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

Fortis

1. Fortis Inc. (Fortis) is a leader in the North American regulated electric and gas utility industry.

2. Fortis is a reporting issuer or equivalent in the Jurisdiction and each of the Passport Jurisdictions other than the Yukon Territory, the Northwest Territories and Nunavut and is not in default of securities legislation in any jurisdiction in Canada.

3. Fortis is a registrant with the Securities and Exchange Commission subject to the United States Securities Exchange Act of 1934, as amended.

4. Fortis is an SEC issuer and relies on section 3.7 of NI 52-107 to file its financial statements prepared in accordance with U.S. GAAP.

Newfoundland Power Inc.

5. Newfoundland Power Inc. (NPI) is an integrated electric utility incorporated under the laws of Newfoundland and Labrador. The head office of NPI is located in St. John's, Newfoundland and Labrador.

6. NPI is a reporting issuer or equivalent in the Jurisdiction and each of the Passport Jurisdictions other than the Yukon Territory, the Northwest Territories and Nunavut and is not in default of securities legislation in any jurisdiction in Canada.

Caribbean Utilities Company, Ltd.

7. Caribbean Utilities Company, Ltd. (CUC) is an integrated electric utility incorporated under the laws of the Cayman Islands. The head office of CUC is located in Grand Cayman, Cayman Islands.

8. CUC is a reporting issuer or equivalent in the Jurisdiction and each of the Passport Jurisdictions other than the Yukon Territory, the Northwest Territories and Nunavut and is not in default of securities legislation in any jurisdiction in Canada.

General

9. Each of the Filers is a subsidiary of Fortis and the financial results of each such subsidiary are reflected in the consolidated financial statements prepared and filed by Fortis.

10. Each of the Filers currently prepares and files its financial statements for annual and interim periods in accordance with U.S. GAAP, relied on the U.S. GAAP Relief or similar prior exemptive relief, and commenced reporting pursuant to U.S. GAAP on January 1, 2012.

11. Each of the Filers has rate-regulated activities.

12. None of the Filers is currently an SEC issuer.

13. Were any of the Filers SEC issuers, they would be permitted by section 3.7 of NI 52-107 to file their financial statements prepared in accordance with U.S. GAAP.

14. The U.S. GAAP Relief provided that it would cease to apply to the Filers on the earliest of: (a) January 1, 2024; (b) if such Filer ceased to have activities subject to rate regulation, the first day of such Filer's financial year that commenced after such Filer ceased to have activities subject to rate regulation; and (c) the effective date prescribed by the International Accounting Standards Board (IASB) for the mandatory application of a standard within IFRS specific to entities with activities subject to rate regulation. Accordingly, in the absence of further relief provided by Canadian securities regulators, the Filers would become subject to Canadian GAAP no later than January 1, 2024. Canadian GAAP includes IFRS as incorporated into the Handbook.

15. In January 2021, the IASB published the Exposure Draft -- Regulatory Assets and Regulatory Liabilities, which introduces a proposed standard of accounting for regulatory assets and liabilities, applicable to entities with rate-regulated activities. The issuance by the IASB of a standard within IFRS for entities with rate-regulated activities (a Mandatory Rate-regulated Standard) would have resulted in the expiry of the U.S. GAAP Relief, giving rise to the obligation of the Filers to commence financial statement preparation and reporting in accordance with IFRS pursuant to NI 52-107. It is not yet known when the IASB will finalize and implement such a standard and the Filers will require sufficient time to: (a) interpret and implement such standard and transition from financial statement preparation and reporting in accordance with U.S. GAAP to IFRS; and (b) interpret and reconcile the implications on the customer rate setting process resulting from the implementation.

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.

16. The decision of the Principal Regulator under the Legislation is that:

(a) the U.S. GAAP Relief is revoked;

(b) the Exemption Sought is granted to each Ontario Filer in respect of such Ontario Filer's financial statements required to be filed on or after the date of this order, provided that the Ontario Filer prepares such financial statements in accordance with U.S. GAAP; and

(c) the Exemption Sought will terminate in respect of an Ontario Filer on the earliest of the following:

(i) January 1, 2027;

(ii) if such Ontario Filer ceases to have rate-regulated activities, the first day of the Ontario Filer's financial year that commences after the Ontario Filer ceases to have rate-regulated activities; and

(iii) the first day of such Ontario Filer's financial year that commences on or following the later of:

1. the effective date prescribed by the IASB for a Mandatory Rate-regulated Standard; and

2. two years after the IASB publishes the final version of a Mandatory Rate-regulated Standard.

FortisBC Energy Inc. and FortisBC Inc.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- the Filers request relief from the requirements in section 3.2 of National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards that financial statements be prepared in accordance with Canadian GAAP applicable to publicly accountable enterprises in order to permit the Filers to prepare their financial statements in accordance with U.S. GAAP. Relief granted, subject to certain conditions.

Applicable Legislative Provisions

National Instrument 52-107 Acceptable Accounting Principles and Auditing Standard, ss. 3.2 and 5.1.

May 31, 2022

IN THE MATTER OF THE SECURITIES LEGISLATION OF BRITISH COLUMBIA AND ONTARIO (the Jurisdictions) AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS AND IN THE MATTER OF FORTISBC ENERGY INC. AND FORTISBC INC. (collectively, the BC Filers)

DECISION

Background

¶ 1 The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Makers) has received an application (the Application) from the BC Filers for a decision under the securities legislation of the Jurisdictions (the Legislation) for an exemption (the Exemption Sought) from the requirements of section 3.2 of National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards (NI 52-107) that the financial statements of the BC Filers:

(a) be prepared in accordance with Canadian generally accepted accounting principles (Canadian GAAP) applicable to publicly accountable enterprises and

(b) disclose an unreserved statement of compliance with IFRS in the case of annual financial statements and an unreserved statement of compliance with IAS 34 in the case of an interim financial report.

The Exemption Sought is filed in connection with other applications for exemptive relief on the same terms filed with the Ontario Securities Commission (the OSC), as the principal regulator of Newfoundland Power Inc. and Caribbean Utilities Company, Ltd., and with the Alberta Securities Commission, as principal regulator of FortisAlberta Inc.

The BC Filers, together with Newfoundland Power Inc., Caribbean Utilities Company, Ltd. and FortisAlberta Inc., are referred to collectively as the Filers.

The Exemption Sought is similar to the exemption granted by the OSC to the Filers on December 15, 2017 in Re. FortisBC Energy Inc., FortisBC Inc., FortisAlberta Inc., Newfoundland Power Inc. and Caribbean Utilities Company, Ltd. (the U.S. GAAP Relief).

The BC Filers have applied to the OSC to revoke the U.S. GAAP Relief.

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

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

(b) the BC Filers have provided notice that section 4.7(1) of Multilateral Instrument 11-102 -- Passport System (MI 11-102) is intended to be relied upon in each of Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, the Yukon Territory, the Northwest Territories and Nunavut; 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

¶ 2 In this decision:

(a) unless otherwise defined herein, terms defined in National Instrument 14-101 Definitions, MI 11-102 and NI 52-107 have the same meaning; and

(b) "rate-regulated activities" has the meaning ascribed thereto in the Chartered Professional Accountants of Canada Handbook (Handbook).

Representations

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

Fortis

1. Fortis Inc. (Fortis) is a leader in the North American regulated electric and gas utility industry;

2. Fortis is a reporting issuer or equivalent in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador and is not in default of securities legislation in any jurisdiction in Canada;

3. Fortis is a registrant with the Securities and Exchange Commission subject to the 1934 Act, as amended;

4. Fortis is an SEC issuer and relies on section 3.7 of NI 52-107 to file its financial statements prepared in accordance with U.S. GAAP;

FortisBC Energy Inc.

5. FortisBC Energy Inc. (FEI) is a gas distribution company incorporated under the laws of British Columbia; the head office of FEI is located in Vancouver, British Columbia;

6. FEI is a reporting issuer or equivalent in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, the Yukon Territory, the Northwest Territories and Nunavut and is not in default of securities legislation in any jurisdiction in Canada;

FortisBC Inc.

7. FortisBC Inc. (FBC) is an integrated electric utility company incorporated under the laws of British Columbia; the head office of FBC is located in Kelowna, British Columbia;

8. FBC is a reporting issuer or equivalent in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador and is not in default of securities legislation in any jurisdiction in Canada;

General

9. each of the BC Filers is a subsidiary of Fortis and the financial results of each such subsidiary are reflected in the consolidated financial statements prepared and filed by Fortis;

10. each of the BC Filers currently prepares and files its financial statements for annual and interim periods in accordance with U.S. GAAP, relied on the U.S. GAAP Relief or similar prior exemptive relief, and commenced reporting pursuant to U.S. GAAP on January 1, 2012;

11. each of the BC Filers has rate-regulated activities;

12. none of the BC Filers is currently an SEC issuer;

13. were any of the BC Filers SEC issuers, they would be permitted by section 3.7 of NI 52-107 to file their financial statements prepared in accordance with U.S. GAAP; and

14. the U.S. GAAP Relief provided that it would cease to apply to the Filers on the earliest of:

(a) January 1, 2024;

(b) if such Filer ceased to have activities subject to rate regulation, the first day of such Filer's financial year that commenced after such Filer ceased to have activities subject to rate regulation; and

(c) the effective date prescribed by the International Accounting Standards Board (IASB) for the mandatory application of a standard within IFRS specific to entities with activities subject to rate regulation; accordingly, in the absence of further relief provided by Canadian securities regulators, the Filers would become subject to Canadian GAAP no later than January 1, 2024; Canadian GAAP includes IFRS as incorporated into the Handbook;

15. in January 2021, the IASB published the Exposure Draft -- Regulatory Assets and Regulatory Liabilities, which introduces a proposed standard of accounting for regulatory assets and liabilities applicable to entities with rate-regulated activities; the issuance by the IASB of a standard within IFRS for entities with rate-regulated activities(a Mandatory Rate-regulated Standard) would have resulted in the expiry of the U.S. GAAP Relief, giving rise to the obligation of the BC Filers to commence financial statement preparation and reporting in accordance with IFRS pursuant to NI 52-107; it is not yet known when the IASB will finalize and implement such a standard and the BC Filers will require sufficient time to:

(a) interpret and implement such standard and transition from financial statement preparation and reporting in accordance with U.S. GAAP to IFRS; and

(b) interpret and reconcile the implications on the customer rate setting process resulting from the implementation.

Decision

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

The decision of the Decision Makers under the Legislation is that:

(a) the Exemption Sought is granted to each BC Filer in respect of such BC Filer's financial statements required to be filed on or after the date of this order, provided that the BC Filer prepares such financial statements in accordance with U.S. GAAP; and

(b) the Exemption Sought will terminate in respect of a BC Filer on the earliest of the following:

(i) January 1, 2027;

(ii) if such BC Filer ceases to have rate-regulated activities, the first day of the BC Filer's financial year that commences after the BC Filer ceases to have rate-regulated activities; and

(iii) the first day of such BC Filer's financial year that commences on or following the later of:

A. the effective date prescribed by the IASB for a Mandatory Rate-regulated Standard; and

B. two years after the IASB publishes the final version of a Mandatory Rate-regulated Standard.

FortisAlberta Inc.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- the Filer requests relief from the requirements in section 3.2 of National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards that financial statements be prepared in accordance with Canadian GAAP applicable to publicly accountable enterprises in order to permit the Filer to prepare financial statements in accordance with U.S. GAAP. Relief granted, subject to certain conditions.

Applicable Legislative Provisions

National Instrument 52-107 Acceptable Accounting Principles and Auditing Standard, ss. 3.2 and 5.1.

Citation: Re FortisAlberta Inc., 2022 ABASC 59

May 31, 2022

IN THE MATTER OF THE SECURITIES LEGISLATION OF ALBERTA AND ONTARIO (the Jurisdictions) AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS AND IN THE MATTER OF FORTISALBERTA INC. (the Filer)

DECISION

Background

The securities regulatory authority or regulator in each of the Jurisdictions (each a Decision Maker) has received an application (the Application) from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) for an exemption (the Exemption Sought) from the requirements of section 3.2 of National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards (NI 52-107) that the financial statements of the Filer (a) be prepared in accordance with Canadian generally accepted accounting principles (Canadian GAAP) applicable to publicly accountable enterprises and (b) disclose an unreserved statement of compliance with IFRS in the case of annual financial statements and an unreserved statement of compliance with IAS 34 in the case of an interim financial report.

The Exemption Sought is filed in connection with other applications for exemptive relief on the same terms filed with the Ontario Securities Commission (theOSC), as the principal regulator of Newfoundland Power Inc. and Caribbean Utilities Company, Ltd., and with the British Columbia Securities Commission, as principal regulator of FortisBC Energy Inc. and FortisBC Inc. The Filer, together with Newfoundland Power Inc., Caribbean Utilities Company, Ltd., FortisBC Energy Inc. and FortisBC Inc., are referred to collectively as the Filers. The Exemption Sought is similar to the exemption granted by the OSC to the Filers on December 15, 2017 in Re FortisBC Energy Inc., FortisBC Inc., FortisAlberta Inc., Newfoundland Power Inc. and Caribbean Utilities Company, Ltd. (the U.S. GAAP Relief). The Filer has applied to the OSC to revoke the U.S. GAAP Relief.

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

(a) the Alberta Securities Commission is the Principal Regulator for this application;

(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon by it in each of British Columbia, Saskatchewan, Manitoba, Québec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador (the Passport Jurisdictions); 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

In this decision:

(a) unless otherwise defined herein, terms defined in National Instrument 14-101 Definitions, MI 11-102 and NI 52-107 have the same meaning; and

(b) rate-regulated activities has the meaning ascribed thereto in the Chartered Professional Accountants of Canada Handbook (Handbook).

Representations

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

Fortis

1. Fortis Inc. (Fortis) is a leader in the North American regulated electric and gas utility industry.

2. Fortis is a reporting issuer or equivalent in the Jurisdictions and each of the Passport Jurisdictions and is not in default of securities legislation in any jurisdiction in Canada.

3. Fortis is a registrant with the Securities and Exchange Commission subject to the United States Securities Exchange Act of 1934, as amended.

4. Fortis is an SEC issuer and relies on section 3.7 of NI 52-107 to file its financial statements prepared in accordance with U.S. GAAP.

The Filer

5. The Filer is an electricity distribution company incorporated under the laws of Alberta. The head office of the Filer is located in Calgary, Alberta.

6. The Filer is a reporting issuer or equivalent in the Jurisdictions and each of the Passport Jurisdictions and is not in default of securities legislation in any jurisdiction in Canada.

General

7. Each of the Filers is a subsidiary of Fortis and the financial results of each such subsidiary are reflected in the consolidated financial statements prepared and filed by Fortis.

8. Each of the Filers currently prepares and files its financial statements for annual and interim periods in accordance with U.S. GAAP, relied on the U.S. GAAP Relief, or similar prior exemptive relief, and commenced reporting pursuant to U.S. GAAP on January 1, 2012.

9. Each of the Filers has rate-regulated activities.

10. None of the Filers is currently an SEC issuer.

11. Were any of the Filers SEC issuers, they would be permitted by section 3.7 of NI 52-107 to file their financial statements prepared in accordance with U.S. GAAP.

12. The U.S. GAAP Relief provided that it would cease to apply to the Filers on the earliest of: (a) January 1, 2024; (b) if such Filer ceased to have activities subject to rate regulation, the first day of such Filer's financial year that commenced after such Filer ceased to have activities subject to rate regulation; and (c) the effective date prescribed by the International Accounting Standards Board (IASB) for the mandatory application of a standard within IFRS specific to entities with activities subject to rate regulation. Accordingly, in the absence of further relief provided by Canadian securities regulators, the Filers would become subject to Canadian GAAP no later than January 1, 2024. Canadian GAAP includes IFRS as incorporated into the Handbook.

13. In January 2021, the IASB published the Exposure Draft -- Regulatory Assets and Regulatory Liabilities, which introduces a proposed standard of accounting for regulatory assets and liabilities, applicable to entities with rate-regulated activities. The issuance by the IASB of a standard within IFRS for entities with rate-regulated activities (a Mandatory Rate-regulated Standard) would have resulted in the expiry of the U.S. GAAP Relief, giving rise to the obligation of the Filers to commence financial statement preparation and reporting in accordance with IFRS pursuant to NI 52-107. It is not yet known when the IASB will finalize and implement such a standard and the Filers will require sufficient time to: (a) interpret and implement such standard and transition from financial statement preparation and reporting in accordance with U.S. GAAP to IFRS; and (b) interpret and reconcile the implications on the customer rate setting process resulting from the implementation.

Decision

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

The decision of the Decision Makers under the Legislation is that:

(a) the Exemption Sought is granted to the Filer in respect of the Filer's financial statements required to be filed on or after the date of this order, provided that the Filer prepares such financial statements in accordance with U.S. GAAP; and

(b) the Exemption Sought will terminate in respect of the Filer on the earliest of the following:

(i) January 1, 2027;

(ii) if the Filer ceases to have rate-regulated activities, the first day of the Filer's financial year that commences after the Filer ceases to have rate-regulated activities; and

(iii) the first day of the Filer's financial year that commences on or following the later of:

A. the effective date prescribed by the IASB for a Mandatory Rate-regulated Standard; and

B. two years after the IASB publishes the final version of a Mandatory Rate-regulated Standard.

For the Commission:

"Tom Cotter"

Vice-Chair

 

"Kari Horn"

Vice-Chair

 

OSC File #: 2022-0035

I.G. Investment Management Ltd.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- relief granted to permit mutual funds to invest in underlying US ETFs that may hold more than 10% of their net asset value in securities of U.S. money market funds -- relief subject to conditions.

Applicable Legislative Provisions

National Instrument 81-102 Investment Funds, ss. 2.5(2)(b) and 19.1.

June 3, 2022

IN THE MATTER OF THE SECURITIES LEGISLATION OF MANITOBA AND ONTARIO AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS AND IN THE MATTER OF I.G. INVESTMENT MANAGEMENT LTD. (IGIM)

DECISION

Background

The securities regulatory authority or regulator in each of Manitoba and Ontario (the Decision Makers) have received an application from IGIM on behalf of IG U.S. Taxpayer Portfolio -- Global Fixed Income Balanced (the Initial Top Fund and any additional existing mutual funds or those mutual funds established in the future of which IGIM is the manager, and Blackrock (as defined below) is the sub-advisor (the Additional Top Funds and together with the Initial Top Fund, the Top Funds and individually a Top Fund) for a decision under the securities legislation of Manitoba and Ontario (the Legislation) for relief from paragraph 2.5(2)(b) of National Instrument 81-102 Investment Funds (NI 81-102) in order to permit the Top Funds to purchase and hold shares of one or more U.S. iShares ETFs (as defined below) that may hold more than 10% of its net asset value (NAV) in securities of U.S. Money Market Funds (as defined below) (the Exemption 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 the application;

(b) IGIM has provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 -- Passport System (MI 11-102) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Northwest Territories, Yukon Territory and Nunavut (together with Manitoba and Ontario, the Jurisdictions); 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 81-102 have the same meaning in this Application as in NI 81-102, unless otherwise defined. Certain other defined terms have the meanings given to them above and below.

Representations

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

IGIM

1. IGIM is a corporation continued under the laws of Ontario. It is the trustee, portfolio advisor and manager of the Top Funds. IGIM's head office is in Winnipeg, Manitoba.

2. IGIM 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. IGIM and the Top Funds of which it is the investment manager are not in default of any of the requirements of securities legislation in any of the Jurisdictions.

The Top Funds

4. Each Top Fund is, or once established will be, a mutual fund subject to NI 81-102.

5. Each Top Fund has, or will have, IGIM as its trustee, portfolio adviser, and manager, as applicable.

6. Each Top Fund distributes, or will distribute, its securities under a prospectus prepared in accordance with National Instrument 81-101 Mutual Fund Prospectus Disclosure..

7. Each Top Fund is, or will be a reporting issuer in each of the Jurisdictions.

8. The investment objective of the Initial Top Fund will be to provide investors with a globally diversified portfolio solution focused on providing long-term capital stability and income.

9. In order to achieve its investment objective, the Initial Top Fund will primarily invest in U.S. domiciled exchange-traded funds managed by Blackrock Fund Advisors (BFA) (the U.S. iShares ETF).

10. In order to achieve its investment objective, each Top Fund will purchase and hold up to 100% of its NAV in securities of one or more U.S. iShares ETFs.

11. BlackRock Asset Management Canada Limited (Blackrock) is, or will be, the sub-advisor for each of the Top Funds.

U.S. iShares ETFs

12. Each U.S. iShares ETF is a U.S. domiciled exchange-traded fund managed by BFA an indirect wholly owned subsidiary of BlackRock, Inc. and an affiliate of Blackrock.

13. BFA is regulated as an investment advisor by the U.S. Securities and Exchange Commission (the SEC).

14. Each U.S. iShares ETF is subject to the U.S. Investment Company Act of 1940, as amended (the U.S. Investment Company Act) and is an "investment fund" within the meaning of applicable Canadian securities legislation.

15. The shares of each U.S. iShares ETF are or will be offered pursuant to a prospectus filed with the SEC.

16. The shares of each U.S. iShares ETF are or will be listed on a stock exchange in the U.S.

17. The investment strategies of each U.S. iShares ETF permit it to invest its assets in high quality, liquid short-term instruments, including securities of other investment funds.

18. Pursuant to the U.S. Investment Company Act, each U.S. iShares ETF may from time to time hold more than 10% of its NAV in securities of U.S. registered money market funds advised by BFA or an affiliate (each, a U.S. Money Market Fund).

19. Each U.S. iShares ETF may hold securities of U.S. Money Market Funds, namely: (a) BlackRock Cash Funds: Institutional (BR Institutional), a series of BlackRock Funds III and (b) BlackRock Cash Funds: Treasury (BR Treasury), a series of BlackRock Funds III or of one or more other U.S. Money Market Funds managed by BFA or an affiliate.

BR Institutional

20. BR Institutional is a series of BlackRock Funds III, a statutory trust existing under the laws of the State of Delaware. BR Institutional is considered to be, and invests its assets in accordance with, the maturity, credit and liquidity requirements of, a U.S. money market fund under Rule 2a-7 of the U.S. Investment Company Act.

21. The investment objective of BR Institutional is to seek a high level of income consistent with liquidity and preservation of capital.

22. BR Institutional seeks to achieve its investment objective by investing all of its assets in the Money Market Master Portfolio, a series of Master Investment Portfolio (the Master I Portfolio), a statutory trust existing under the laws of the State of Delaware and registered under the U.S. Investment Company Act as an open-ended management investment company. BFA is the investment advisor to the Master I Portfolio. BR Institutional, through its investment in the Master I Portfolio, invests in high quality, short-term money market instruments that, at the time of investment, have remaining maturities of 397 calendar days or less from the date of acquisition. BR Institutional's portfolio maintains a dollar-weighted average maturity of 60 days or less and a dollar-weighted average life of 120 days or less. Under normal circumstances, BR Institutional expects to invest at least 95% of its assets in any combination of investments, which may include certificates of deposit, high-quality debt obligations, such as corporate debt and certain asset-backed securities, certain obligations of U.S. and foreign banks, certain repurchase agreements and certain obligations of the U.S. Government, its agencies and instrumentalities (including government-sponsored enterprises).

BR Treasury

23. BR Treasury is a series of BlackRock Funds III. BR Treasury is considered to be, and invests its assets in accordance with the maturity, credit and liquidity requirements of, a U.S. "government money market fund" under Rule 2a-7 of the U.S. Investment Company Act. The investment objective of BR Treasury is to seek current income as is consistent with liquidity and stability of principal.

24. BR Treasury seeks to achieve its investment objective by investing all of its assets in the Treasury Money Market Master Portfolio, a series of Master Investment Portfolio (the Master T Portfolio), a statutory trust existing under the laws of the State of Delaware and registered under the U.S. Investment Company Act as an open-ended management investment company. BFA is the investment advisor to the Master T Portfolio. BR Treasury, through its investment in the Master T Portfolio, invests at least 99.5% of its total assets in cash, U.S. Treasury bills, notes and other direct obligations of the U.S. Treasury, and repurchase agreements secured by such obligations or cash. BR Treasury invests in securities maturing in 397 days or less (with certain exceptions) and the portfolio has a dollar-weighted average maturity of 60 days or less and a dollar-weighted average life of 120 days or less.

U.S. Money Market Funds

25. U.S. Money Market Funds are subject to the investment restrictions prescribed under Rule 2a-7 of the U.S. Investment Company Act, and other rules of the U.S. Securities and Exchange Commission, including certain restrictions relating to portfolio quality, maturity, diversification and liquidity.

26. The investment restrictions prescribed by Rule 2a-7 of the U.S. Investment Company Act are substantively similar to the requirements for "money market fund[s]" under NI 81-102, subject to certain non-material differences including:

(a) as outlined above, the portfolio of a U.S. Money Market Fund must maintain a dollar-weighted average portfolio maturity appropriate to its investment objective provided that the fund must not: (i) acquire any instrument with a remaining maturity of greater than 397 calendar days or (ii) maintain a dollar-weighted average portfolio maturity that (A) exceeds 60 calendar days or (B) exceeds 120 calendar days (determined without reference to the exceptions in (i) above regarding interest rate readjustments;

(b) the advisor to a U.S. Money Market Fund must determine that any investment by the fund creates a minimal credit risk for the fund; and

(c) the U.S. Money Market Fund(s), in which a U.S. iShares ETF will invest, must not have less than: (i) 10% of its assets invested in cash, direct obligations of the U.S. Government, government securities under certain conditions or securities that will mature within one business day and (ii) 30% of its assets invested in cash, direct obligations of the U.S. Government, government securities under certain conditions or securities that will mature in five business days.

27. IGIM believes that any risks associated with an indirect investment in a U.S. Money Market Fund compared to a Canadian money market fund are mitigated by the fact that the U.S. Money Market Fund is subject to the U.S. Investment Company Act and oversight by the SEC and any loss that could result from an investment in a U.S. Money Market Fund by a U.S. iShares ETF will be limited to the amount invested by the U.S. iShares ETF in such U.S. Money Market Fund.

Reasons for Exemption Sought

28. Each Top Fund would be permitted to invest in shares of a U.S. iShares ETF pursuant to section 2.5(2) of NI 81-102 in reliance on the exceptions provided for in:

(a) subsection 2.5(3)(a) as the shares of the U.S. iShares ETFs meet the definition of "index participation units" under NI 81-102;

(b) subsection 2.5(5) of NI 81-102 as each Top Fund will purchase shares of a U.S. iShares ETF in the secondary market; and

(c) subsection 2.5(4)(b)(i) of NI 81-102, but for the fact that a U.S. iShares ETF may, from time to time, purchase or hold more than 10% of its NAV in one or more U.S. Money Market Funds, which as outlined in representation 24, may not meet all of the investment restrictions prescribed in section 2.18 of NI 81-102 and the securities of which do not qualify as "index participation units".

29. The U.S. Money Market Funds in which the U.S. iShares ETFs may invest are subject to the investment restrictions prescribed under Rule 2a-7 of the U.S. Investment Company Act, which are substantially similar to the investment restrictions applicable to a money market fund under NI 81-102.

30. Additionally, IGIM submits that the exception in Section 2.5(4)(b)(ii) would permit a Top Fund to purchase and hold securities of a U.S. iShares ETF if such U.S. iShares ETF held more than 10% of its NAV in securities of other U.S. iShares ETFs, provided the securities of each underlying U.S. iShares ETF met the definition of "index participation units" under NI 81-102. However, since the bottom tier of the proposed structure is one or more U.S. Money Market Funds the securities of which do not qualify as "index participation units" (rather than a U.S. iShares ETF that issues "index participation units"), the exception to the 10% limit in Section 2.5(2)(b) of NI 81-102 is not available. IGIM submits that this may produce an unintended result given the eligible U.S. iShares ETFs and U.S. Money Market Funds are regulated under the U.S. Investment Company Act and the U.S. Money Market Funds are generally required by the applicable U.S. Investment Company Act regulations to have a more conservative investment strategy than many U.S. iShares ETFs that would be eligible for the aforementioned exception.

31. The U.S. Money Market Funds in which the U.S. iShares ETFs may invest will be subject to the oversight of the SEC.

32. There will be no duplication of management fees or incentive fees for the same service as a result of an investment by a Top Fund in a U.S. iShares ETF.

33. The amount of loss that could result from an investment by a Top Fund in a U.S. iShares ETF will be limited to the amount invested by the Top Fund in the U.S. iShares ETF.

34. The investment by a Top Fund in a U.S. iShares ETF will be made in accordance with the fundamental investment objectives of the Top Fund.

Decision

Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision. The decision of the Decision Makers under the Legislation is that the Requested Relief is granted, provided that:

(a) the investment by a Top Fund in securities of a U.S. iShares ETF is in accordance with the fundamental investment objectives of the Top Fund.

(b) the U.S. iShares ETF is an exchange-traded fund subject to the U.S. Investment Company Act in good standing with the SEC.

(c) the U.S. iShares ETF will not, at the time securities of the U.S. iShares ETF are acquired by a Top Fund, hold more than 10% of its NAV in securities of any other investment funds other than securities of one or more U.S. Money Market Funds or investment funds that issue index participation units.

(d) the prospectus of each Top Fund discloses, or will disclose, in the next renewal of its prospectus following the date of this decision, in the investment strategy section, the fact that the Top Fund has obtained the Exemption Sought to permit the Fund to purchase and hold shares of a U.S. iShares ETF that may hold more than 10% of its NAV in securities of one or more U.S. Money Market Funds.

BMO Nesbitt Burns Securities Ltd. and BMO Nesbitt Burns Inc.

Headnote

Application for an order pursuant to section 74 of the Securities Act (Ontario) that a registered U.S. dealer and investment adviser, affiliated with an Ontario registered investment dealer and adviser, be exempted, subject to certain conditions, from requirements of securities legislation in respect of dealing activity and advice provided by its representatives in respect of U.S. tax-advantaged retirement savings plans of clients formerly resident in the U.S. The order was granted.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 25, 53, 74 and 144.

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 NESBITT BURNS SECURITIES LTD. AND IN THE MATTER OF BMO NESBITT BURNS INC.

DECISION

Background

BMO Nesbitt Burns Securities Ltd. (NBSL) and BMO Nesbitt Burns Inc. (NBI and together with NBSL, the Filers) were granted exemptive relief from the dealer registration requirement, adviser registration requirement, prospectus requirement and underwriter registration requirement in a decision of the Ontario Securities Commission as principal regulator on June 2, 2017 (the Prior Relief). The Prior Relief expires on June 1, 2022.

NBSL is currently in the process of applying for registration as a portfolio manager across Canada and also for varied exemptive relief from the dealer registration requirement, prospectus requirement and underwriter registration requirement.

The Filers have applied to the Ontario Securities Commission for a decision to extend the Prior Relief for an additional 6 months while NBSL completes its application for registration. Specifically, the Filers have applied for a decision under the securities legislation the Jurisdiction of the Principal Regulator (theLegislation) for the following:

Dealer registration, underwriter registration and prospectus relief for trades to NBSL Clients

(a) An exemption from the dealer registration requirement (the Dealer Registration Relief) for NBSL and its agents who are also registered under the Legislation as dealing representatives of NBI (the Dealer Dual Representatives), so as to permit NBSL and the Dealer Dual Representatives acting on behalf of NBSL to deal with an individual who satisfies one of the following criteria (the NBSL Client):

(i) is ordinarily resident in the United States who is temporarily in Canada and with whom NBSL had a relationship with before the individual became temporarily resident in Canada; or

(ii) is ordinarily resident in Canada but previously resident in the United States, if such dealings are in respect of the NBSL Client's tax-advantaged retirement savings (a U.S. Plan) where

(A) The U.S. Plan is located in the United States of America (U.S.),

(B) The NBSL Client is a holder of or contributor to the U.S. Plan, and

(C) The NBSL Client was previously resident in the U.S.;

(b) An exemption from the prospectus requirement and underwriter registration requirement applicable to a distribution of a foreign security made by NBSL and the Dealer Dual Representatives when acting on behalf of an NBSL Client, where the distribution is made in compliance with all applicable U.S. federal securities laws and state securities legislation in the U.S. (the Distribution Relief);

Adviser registration relief for advice provided to NBSL Clients

(c) An exemption from the adviser registration requirement (the Adviser Registration Relief) for NBSL and its agents who are also registered under the Legislation as dealing representatives of NBI in the category of portfolio manager (the PM Dual Representatives) in respect of advice provided by the PM Dual Representatives, when acting on behalf NBSL, to NBSL Clients;

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

Interpretation

Terms defined in National Instrument 14-101 Definitions, MI 11-102 and National Instrument 35-101 Conditional Exemption from Registration for United States Broker-Dealers and Agents (NI 35-101) have the same meaning if used in this decision, unless otherwise defined.

Dual Representatives means, in respect of services provided under the Dealer Registration Relief and the Distribution Relief, Dealer Dual Representatives and, in respect of services provided under the Adviser Registration Relief, PM Dual Representatives.

Representations

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

Background

1. NBI is a corporation incorporated under the federal laws of Canada. Its head office is located in Toronto, Ontario.

2. NBI carries on business in all of the Jurisdictions with offices located in all of the provinces of Canada.

3. NBI is registered as an investment dealer, futures commission merchant and investment fund manager in each Jurisdiction and is a dealer member of the Investment Industry Association of Canada (IIROC). NBI provides the full range of dealer services that IIROC member firms are authorized to provide to retail and institutional clients across Canada.

4. NBI does not trade (or provide advice with respect to trading) in securities to, with, or on behalf of clients resident in the U.S. (U.S. Clients) (other than in respect of tax-advantaged retirement savings plans (RSPs) held by U.S. Clients who were formerly resident in Canada and who have moved to the U.S. with RSPs).

5. NBI is not registered under U.S. federal securities law or any other applicable U.S. securities law to (and does not) carry on the business of a registered broker-dealer or registered investment adviser in the U.S.

6. NBSL is a direct, wholly-owned subsidiary of NBI. Both NBSL and NBI are wholly-owned indirect subsidiaries of Bank of Montreal.

7. NBSL is incorporated under the laws of Canada with its head office in Toronto, Ontario.

8. The Filers operate their businesses out of the same premises in all of the provinces on Canada. Wherever NBSL has an office in Canada, NBSL operates out of the same premises as NBI.

9. NBSL provides discretionary advisory and financial planning services, as well as broker-dealer services, to individuals, trusts, non-profits and corporations, primarily to clients in the U.S. who were previously resident in Canada.

10. NBSL is registered as a broker-dealer under the 1934 Act, and is a member of the Financial Industry Regulatory Authority (FINRA). NBSL and the Dual Representatives are subject to the full oversight and compliance requirements of FINRA.

11. NBSL is registered with the SEC as an investment adviser (RIA) under the U.S. Investment Advisers Act of 1940 (the 1940 Act). The PM Dual Representatives are permitted to provide discretionary investment advisory services on behalf of NBSL. NBSL and such PM Dual Representatives are subject to the full oversight and compliance requirements of the SEC.

12. NBSL is not registered under the securities laws of any jurisdiction of Canada.

13. NBI is not in default of securities legislation of any jurisdiction of Canada, U.S. federal securities law or any other applicable U.S. securities law.

14. NBSL is not in default of securities legislation of any jurisdiction of Canada, U.S. federal securities law or any other applicable U.S. securities law. Other than with respect to representation 27 in the Prior Relief, which issue has been resolved as of the date hereof, NBSL has complied with, and is currently in compliance with, all of the terms and conditions of the Prior Relief.

15. The Dealer Dual Representatives are representatives of NBSL who are registered under U.S. federal securities laws in respect of their trading activities and are also registered under the Legislation to trade on behalf of NBI in one or more Jurisdictions.

16. The PM Dual Representatives are representatives of NBSL who are registered under the Legislation to advise on behalf of NBI in one or more Jurisdictions and are authorized to provide advisory services to U.S. clients of NBSL pursuant to an exemption from registration under the 1940 Act.

17. Each of the Dual Representatives acts on behalf of both Filers in one of the Filers' offices located in the Jurisdictions in which the Filers maintain offices. Each Dual Representative is registered as a dealing representative of NBI in one of more of the Jurisdictions.

18. None of the Dual Representatives is in default of securities legislation of any jurisdiction of Canada, U.S. federal securities law or any other applicable U.S. securities law.

19. NBSL has, and expects to continue to have, U.S. Clients to which it provides trading services pursuant to its FINRA membership and discretionary investment advisory services pursuant to its RIA registration. NBSL provides these services to U.S. Clients from Ontario pursuant to exemptions from the dealer and adviser registration requirements set out in OSC Rule 32-505 Conditional Exemption from Registration for US BDs and Advisers Servicing US Clients from Ontario (OSC Rule 32-505). NBSL provides trading services pursuant to its FINRA membership and discretionary investment advisory services pursuant to its RIA registration to U.S. Clients from Jurisdictions other than Ontario pursuant to exemptive relief granted to NBSL and the Dual Representatives by the British Columbia Securities Commission to permit NBSL to deal with and advise U.S. clients from offices located in those Jurisdictions and shared with NBI.

Advisory services

20. In addition to the activities described above, NBSL and the PM Dual Representatives, acting on behalf of NBSL, advise NBSL Clients.

21. Each PM Dual Representative provides discretionary advisory services to clients of NBI (when acting on behalf of NBI) and to NBSL Clients (when acting on behalf of NBSL), in each case resident in Jurisdictions where such PM Dual Representative is registered with IIROC as a dealing representative of NBI with the IIROC "portfolio manager" designation.

22. The advice that NBSL provides to NBSL Clients is ancillary to NBSL's principal business which is advising U.S. Clients.

23. The PM Dual Representatives have the proficiency, education and experience to provide advice to NBSL Clients.

NBSL Compliance

24. Where NBSL and the Dual Representatives trade to, with or on behalf of, or advise, NBSL Clients, they will comply with all U.S. federal securities law and any other applicable U.S. securities law.

25. All NBSL Clients will enter into a customer agreement and associated account-opening documentation with NBSL. All communications with NBSL Clients will be through NBSL and the Dual Representatives, and will be clearly identified as communications of NBSL and under NBSL branding.

26. To avoid client confusion, all NBSL Clients will receive disclosure that explains the relationship between NBSL and NBI.

27. For the purposes of the Legislation, and as market participants, each Filer is required to: (i) keep such books, records and other documents as are necessary for the proper recording of its business transactions and financial affairs, and the transactions it executes on behalf of others, and (ii) keep such books, records and documents as may otherwise be required by the Legislation.

28. NBSL confirms that there are currently no regulatory actions of the type contemplated by the Notice of Regulatory Action attached as Appendix "A" hereof in respect of NBSL or any predecessors or specified affiliates of NBSL, except as otherwise reported to the Principal Regulator in the Form 33-109F6 filed by NBSL in connection with its adviser registration.

29. NBI is in compliance with its obligations under applicable securities laws to report regulatory actions relating to NBI and its specified affiliates to securities regulators and/or self-regulatory organizations having jurisdiction over NBI.

FINRA Clearing Broker

30. NBSL is an introducing broker-dealer subject to FINRA regulatory oversight.

31. NBSL has engaged National Financial Services LLC (NFS), for trading, custody, clearing and settlement services pursuant to the terms of a clearing agreement dated October 17, 2015, as amended from time to time (the Clearing Agreement).

32. In accordance with the provisions of the Clearing Agreement, NFS provides trading, custody, clearing and settlement services for NBSL Clients of NBSL (in respect of their U.S. Plans).

33. NFS is a clearing broker-dealer, a Delaware limited liability company and a member of FINRA and the New York Stock Exchange.

34. Each of NBSL's clients, including U.S. Clients and NBSL Clients, enters into a custody agreement directly with NFS pursuant to which NFS acts the custodian of the client's account.

35. NFS relies upon the exemption from the dealer registration requirement of the securities laws of each Jurisdiction under Section 8.18 of National Instrument 31-103 (NI 31-103) Registration Requirements, Exemptions and Ongoing Registrant Obligations (the international dealer exemption) in connection with, inter alia, trades in "foreign securities" with a "permitted client" (each as defined in NI 31-103).

36. NFS cannot rely on the international dealer exemption to trade in securities on behalf of the NBSL Clients because most of such clients are not permitted clients. NFS obtained exemptive relief in the Jurisdictions pursuant to a decision document dated March 8, 2012 (the NFS Relief) from, inter alia, the dealer registration requirement, to permit NFS to trade in securities for "Qualified Accounts" as defined in the NFS Relief.

37. The NFS Relief permits NFS to trade in securities for Qualified Accounts on conditions similar to those indicated in NI 35-101, with certain variations, including that the NFS Relief does not restrict NFS from trading only in foreign securities. NFS is permitted to trade in any security in the secondary market for Qualified Accounts.

38. NFS relies on the NFS Relief to provide trading, clearing and settlement services under the Clearing Agreement to the accounts of NBSL's NBSL Clients, all of which are Qualified Accounts as defined in the NFS Relief.

39. NI 35-101 provides exemptions from the dealer/underwriter registration requirement, adviser registration requirement and prospectus requirement for U.S. broker-dealers and their agents trading with or for NBSL Clients, upon satisfying certain conditions.

40. It is a condition of the exemption for U.S. broker-dealers in paragraph 2.1(a) of NI 35-101, and for their agents in paragraph 3.1(b) of NI 35-101, that the broker-dealer and their agents have no office or other physical presence in any jurisdiction in Canada. It is also a condition that such U.S. broker-dealers only trade in foreign securities with NBSL Clients.

41. NBSL Clients wish to obtain services from NBSL in respect of both foreign securities and securities other than foreign securities (Canadian securities) as their U.S. Plans or U.S. accounts at NBSL permit investments in both foreign and Canadian securities.

42. NBSL is unable to rely on the exemptions set out in NI 35-101 as it has an office or other physical presence in Canada as a result of its Toronto, Ontario head office and other Canadian offices and wishes to offer trades in Canadian securities to its NBSL Clients.

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:

1. The Dealer Registration Relief and Adviser Registration Relief are granted, provided that:

(a) The dealing and/or advising activity is for an individual who satisfies one of the following criteria (the NBSL Client):

(i) is ordinarily resident in the United States who is temporarily in Canada and with whom NBSL had a relationship with before the individual became temporarily resident in Canada; or

(ii) is ordinarily resident in Canada but previously resident in the United States, if such dealings are in respect of the NBSL Client's tax-advantaged retirement savings plan (a U.S. Plan) where

(A) The U.S. Plan is located in the United States of America (U.S.),

(B) The NBSL Client is a holder of or contributor to the U.S. Plan, and

(C) The NBSL Client was previously resident in the U.S.;

(b) the only physical presence or offices that NBSL has in any jurisdiction of Canada are the premises that it shares with NBI;

(c) NBSL does not advertise or solicit new clients in the Jurisdictions;

(d) NBSL remains a FINRA member;

(e) NBSL remains registered as a RIA under the 1940 Act;

(f) NBI remains registered under the Legislation as an investment dealer and is a dealer member of IIROC;

(g) NBSL notifies the Principal Regulator of any regulatory action initiated after the date of this order in respect of NBSL, or any predecessors or specified affiliates of NBSL, by completing and filing with the Principal Regulator Appendix "A" hereto within ten days of the commencement of such action, provided that NBSL may also satisfy this condition by filing with the OSC:

(i) within ten days of the date of this decision, a notice making reference to and incorporating by reference the disclosure made by NBSL pursuant to federal securities laws in the United States that is identified in the FINRA BrokerCheck system and on the Investment Adviser Public Disclosure website; and

(ii) promptly, a notification of any Form BD amendment, any Form ADV amendment and/or any other filing with FINRA or the SEC that relates to legal and regulatory actions;

(h) NBI complies with its obligations under applicable securities laws to report regulatory actions relating to NBI and its specified affiliates to securities regulators and/or self-regulatory organizations having jurisdiction over NBI;

(i) NBSL discloses to NBSL Clients that NBSL and the Dual Representatives acting on its behalf are not subject to full regulatory requirements otherwise applicable under the Legislation;

(j) NBSL and the Dual Representatives, in the course of their dealings with NBSL Clients, act fairly, honestly and in good faith;

(k) NBSL:

(i) enters into client agreements and associated account-opening documents with all NBSL Clients such that all communications with respect to the accounts of such NBSL Clients will be through NBSL and the Dual Representatives, and will be under NBSL branding; and

(ii) provides all NBSL Clients with disclosure that explains the relationship between NBSL and NBI;

(l) NBSL and the each of the Dual Representatives are in compliance with and remain in compliance with any applicable dealer licensing, adviser licensing or registration requirements under applicable securities legislation in the U.S.;

(m) each PM Dual Representative providing advice on behalf of NBSL is registered under the Legislation as a dealing representative in a category that would permit it to advise NBSL Clients with respect to trading of securities in their U.S. Plans in compliance with the Legislation, if the U.S. Plans were instead tax-advantaged retirement savings plans located in Canada; and

(n) the execution of each trade identified or recommended by NBSL (and each Dual Representative acting on its behalf) for a NBSL Client will be conducted by a person registered as a dealer under the Legislation in category that would permit them to execute the trade or exempt from the dealer registration requirement of the Legislation for the purposes of the trade;

2. the Distribution Relief is granted, provided that the relevant distribution of foreign securities to NBSL Clients:

(a) is made by NBSL or a Dual Representative pursuant to the Dealer Registration Relief; and

(b) is made in compliance with all applicable

(i) U.S. federal securities laws, and

(ii) state securities legislation in the U.S;

3. This decision will terminate on November 2, 2022.

DATED this 2nd day of June, 2022.

For the Dealer Registration Relief and the Adviser Registration Relief:

"Debra Foubert"

Director, Compliance and Registrant Regulation

Ontario Securities Commission

For the Distribution Relief:

"Lina Creta"

Manager, Corporate Finance

Ontario Securities Commission

 

Application File #: 2022/0260

APPENDIX A

NOTICE OF REGULATORY ACTION

1. Has the firm, or any predecessors or specified affiliates of the firm entered into a settlement agreement with any financial services regulator, securities or derivatives exchange, self-regulatory organization (SRO) or similar agreement with any financial services regulator, securities or derivatives exchange, SRO or similar organization?

Yes _____ No _____

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

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

Name of entity

Regulator/organization

Date of settlement (yyyy/mm/dd)

Details of settlement

Jurisdiction

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

2. Has any financial services regulator, securities or derivatives exchange, SRO or similar organization: See Appendix I.

If yes, provide the following information for each action:

Name of Entity	See Appendix I
Type of Action
Regulator/organization
Date of action (yyyy/mm/dd)	Reason for action
Jurisdiction

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

Yes _____ No _____

If yes, provide the following information for each investigation:

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

Name of entity

Reason or purpose of investigation

Regulator/organization

Date investigation commenced (yyyy/mm/dd)

Jurisdiction

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

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

Name of firm

Name of firm's authorized signing officer or partner

Title of firm's authorized signing officer or partner

Signature

Date (yyyy/mm/dd)

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

Witness

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

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

Name of witness

Title of witness

Signature

Date (yyyy/mm/dd)

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

This form is to be submitted through the Ontario Securities Commission's Electronic Filing Portal: https://www.osc.gov.on.ca/filings

TD Asset Management Inc.

Headnote

Pursuant to National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Variation of relief from the prohibition on the use of corporate officer titles by certain registered individuals in respect of institutional clients to include certain accounts of affiliated non-individual non-permitted clients -- Relief does not extend to interactions by registered individuals with retail clients.

Applicable Legislative Provisions

Multilateral Instrument 11-102 Passport System, s. 4.7(1).

National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 1.1, 13.18(2)(b) and 15.1(2).

June 2, 2022

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 TD ASSET MANAGEMENT INC. (THE FILER)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer for a decision under the securities legislation of the Jurisdiction (the Legislation) that pursuant to section 15.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103), the Filer and its Registered Individuals (as defined below) are exempt from the prohibition in paragraph 13.18(2)(b) of NI 31-103 that a registered individual may not use a corporate officer title when interacting with clients, unless the individual has been appointed to that corporate office by their sponsoring firm pursuant to applicable corporate law, in respect of Permitted Institutional Clients (as defined below) and clients holding Overflow Accounts (as defined below) (the Exemption Sought). The Exemption Sought revokes and replaces the Original Decision (as defined below).

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

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

(b) the Filer has provided notice that subsection 4.7(1) of Multilateral Instrument 11102Passport System (MI 11-102) is intended to be relied upon by the Filer and its Registered Individuals (as defined below) in each of the other provinces and territories of Canada (together with the Jurisdiction, the Jurisdictions) in respect of the Exemption Sought.

Interpretation

Terms defined in MI 11-102 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 Filer:

1. The Filer is a corporation incorporated under the laws of Ontario with its head office located in Toronto, Ontario. The Filer is a wholly owned subsidiary of The Toronto-Dominion Bank (TD Bank), which is a Schedule I bank formed and existing under the Bank Act (Canada).

2. The Filer is registered as a portfolio manager and an exempt market dealer in each of the provinces and territories of Canada, and is registered in Ontario in the category of commodity trading manager and in Québec as a derivatives portfolio manager. The Filer is also registered as an investment fund manager in Ontario, Saskatchewan, Québec and Newfoundland and Labrador.

3. Other than with respect to the subject of this decision as it relates to Overflow Accounts, the Filer is not in default of securities legislation in any of the Jurisdictions.

4. TD Bank and its subsidiaries, including the Filer, comprise a worldwide group of banks and financial services companies (collectively, TD Bank Group). Within TD Bank Group, there are several asset management firms and related subsidiaries that provide investment management services to institutional clients globally, including the Filer and Epoch Investment Partners Inc. (collectively, the TD Asset Management Affiliates).

5. The Filer offers managed accounts exclusively to sophisticated institutional investors, including pension funds, insurance companies, charitable organizations and corporations, as well as mutual funds and exchange-traded funds for which it acts as portfolio manager. The vast majority of the Filer's institutional clients are non-individual "permitted clients" as defined in NI 31-103 and the Filer's institutional clients also include non-individual "institutional clients" as defined in Rule 1201 of the Investment Industry Regulatory Organization of Canada (IIROC) (together, thePermitted Institutional Clients).

6. The Filer also has a small amount of accounts that it has opened at the request of certain Permitted Institutional Clients for related entities that are not individuals and which have the characteristics of an institutional investor except that they do not qualify as "permitted clients" under NI 31-103 or "institutional clients" under IIROC Rule 1201 only because they fall short of the applicable financial tests (each, an Overflow Account) and it anticipates that it may open additional Overflow Accounts for such entities in the future.

7. The individuals who make decisions on behalf of a Permitted Institutional Client also form the majority of the individuals who make decisions on behalf of each Overflow Account that is a related entity of the Permitted Institutional Client.

8. Overflow Accounts in aggregate do not exceed 5% of the Filer's total assets under management as at the date of this decision.

9. The Filer is the sponsoring firm for registered individuals that interact with clients and use a corporate officer title without being appointed to the corporate office of the Filer pursuant to applicable corporate law (the Registered Individuals). The number of Registered Individuals may increase or decrease from time to time as the business of the Filer changes. As of the date of this decision, the Filer has approximately 108 Registered Individuals. Other registered representatives of the Filer who interact with clients include individuals who are appointed to corporate offices pursuant to applicable corporate law.

10. The current titles used by the Registered Individuals include the words "Vice President", "Director" and "Managing Director", and the Registered Individuals may use additional corporate officer titles in the future (collectively, the Titles). The Titles used by the Registered Individuals are consistent with the titles used across the TD Asset Management Affiliates.

11. The Filer has a process in place for awarding the Titles, which sets out the criteria for each of the Titles. The Titles are based on criteria including seniority and experience, and a Registered Individual's sales activity or revenue generation is not a primary factor in the decision by the Filer to award one of the Titles.

12. The Registered Individuals will interact only with Permitted Institutional Clients and clients holding the Overflow Accounts.

13. Section 13.18 of NI 31-103 prohibits registered individuals in their client-facing relationships from, among other things, using titles or designations that could reasonably be expected to deceive or mislead existing and prospective clients. Paragraph 13.18(2)(b) of NI 31-103 specifically prohibits the use of corporate officer titles by registered individuals who interact with clients unless the individuals have been appointed to those corporate offices by their sponsoring firms pursuant to applicable corporate law.

14. There would be significant operational and human resources challenges for the Filer to comply with the prohibition in paragraph 13.18(2)(b). In addition, the Titles are widely used and recognized throughout the institutional segment of the financial services industry within Canada and globally, and being unable to use the Titles has the potential to put the Filer and its Registered Individuals at a competitive disadvantage as compared to non-Canadian firms that are not subject to the prohibition and who compete for the same institutional clients.

15. Given their nature and sophistication, the use of the Titles by the Registered Individuals would not be expected to deceive or mislead existing and prospective Permitted Institutional Clients or clients holding Overflow Accounts.

16. By a decision dated December 31, 2021, the Filer was granted the Exemption Sought with respect to Permitted Institutional Clients (the Original Decision). The Exemption Sought with this decision expands the Original Decision to allow interactions by Registered Individuals with clients holding Overflow Accounts.

17. For the reasons provided above, it would not be prejudicial to the public interest to grant the Exemption Sought and to revoke and replace the Original Decision with this decision.

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 and the Original Decision is revoked and replaced by this decision, provided that,

(a) when using the Titles, the Filer and its Registered Individuals interact only with existing and prospective clients that are exclusively Permitted Institutional Clients and clients holding Overflow Accounts; and

(b) the Overflow Accounts in aggregate do not exceed 5% of the Filer's total assets under management at the end of each fiscal year of the Filer.

This decision will terminate six months, or such other transition period as may be provided by law, after the coming into force of any amendment to NI 31-103 or other applicable securities law that affects the ability of the Registered Individuals to use the Titles in the circumstances described in this decision.

Fortress Global Enterprises Inc. (formerly Fortress Paper Ltd.)

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Revocation of exemptive relief from insider reporting requirements with respect to the sale of common shares of an issuer by certain insiders of the issuer under an automatic securities disposition plan -- Automatic securities disposition plans (ASDPs).

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 107(2) and 144.

National Instrument 55-104 Insider Reporting Requirements and Exemptions, s. 3.3.

May 12, 2022

IN THE MATTER OF THE SECURITIES LEGISLATION OF BRITISH COLUMBIA AND ONTARIO (the Jurisdictions) AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS AND IN THE MATTER OF FORTRESS GLOBAL ENTERPRISES INC. (formerly Fortress Paper Ltd.) (the Issuer)

DECISION

Interpretation

¶ 1 Terms defined in National Instrument 14-101 Definitions have the same meaning if used in this decision, unless otherwise defined.

Background

¶ 2

1. on February 1, 2011, the securities regulatory authority or regulator in each of the Jurisdictions (the Decision Makers) granted exemptive relief, subject to certain conditions, from insider reporting requirements contained in the securities legislation of the Jurisdictions (the Legislation) with respect to the sale of common shares of the Issuer by certain insiders of the Issuer under an automatic securities disposition plan (the Relief);

2. on December 10, 2020, Canadian Securities Administrators (CSA) members published CSA Staff Notice 55-317 Automatic Securities Disposition Plans (Guidance) that provides guidance on the use of Automatic Securities Disposition Plans (ASDPs); the processes outlined in the Guidance were intended to be consistent with good corporate governance and transparency in connection with the establishment and use of ASDPs and the reporting of trades under the plans; the news release announcing the publication of the Guidance states that, in the interest of promoting transparency of trading by insiders, staff of the CSA are unlikely to recommend insider reporting relief for trades under ASDPs;

3. the Jurisdictions have determined that the Relief is inconsistent with the principles articulated in CSA SN 55-317; and

4. the Decision Makers are satisfied, having considered the potential impact of ASDPs on public confidence in the fairness of our capital markets, that it is appropriate to revoke the Relief.

Decision

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

(a) the British Columbia Securities Commission is the principal regulator for the decision; and

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

Each of the Decision Makers, considering that to do so would not be prejudicial to the public interest, is satisfied that the decision meets the test set out in the Legislation for the Decision Makers to make the decision.

The decision of the Decision Makers under the Legislation is that the Relief is revoked.

1832 Asset Management L.P.

Headnote

Pursuant to National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Relief from the prohibition on the use of corporate officer titles by certain registered individuals in respect of institutional clients -- Relief does not extend to interactions by registered individuals with retail clients.

Applicable Legislative Provisions

Multilateral Instrument 11-102 Passport System, s. 4.7(1).

National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 13.18(2)(b) and 15.1(2).

June 2, 2022

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 1832 ASSET MANAGEMENT L.P. (the Filer)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer for a decision under the securities legislation of the Jurisdiction (the Legislation) that pursuant to section 15.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103), the Filer and its Registered Individuals (as defined below) are exempt from the prohibition in paragraph 13.18(2)(b) of NI 31-103 that a registered individual may not use a corporate officer title when interacting with clients, unless the individual has been appointed to that corporate office by their sponsoring firm pursuant to applicable corporate law, in respect of Clients (as defined below) (the Exemption 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 11102Passport System (MI 11-102) is intended to be relied upon by the Filer and its Registered Individuals (as defined below) in each of the other provinces and territories of Canada (together with the Jurisdiction, the Jurisdictions) in respect of the Exemption Sought.

Interpretation

Terms defined in MI 11-102 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 Filer:

1. The Filer is a limited partnership formed and organized under the laws of the province of Ontario.

2. The Filer is registered as: (i) a portfolio manager in all the provinces of Canada and in the Northwest Territories and the Yukon; (ii) an exempt market dealer in all of the provinces in Canada (except Prince Edward Island and Saskatchewan); (iii) an investment fund manager in Ontario, Quebec, Newfoundland and Labrador and the Northwest Territories; (iv) a commodity trading manager in Ontario; (v) an adviser in Manitoba; and (vi) a derivatives portfolio manager in Quebec.

3. Other than with respect to the subject of this decision, the Filer is not in default of securities legislation in any of the Jurisdictions.

4. The general partner of the Filer is 1832 Asset Management G.P. Inc., an Ontario corporation wholly-owned directly by The Bank of Nova Scotia (Bank of Nova Scotia), with its head office in Toronto, Ontario.

5. The Filer, in its capacity as an adviser, manages numerous mandates, including retail investment funds, institutional mandates and high net worth non-individual client mandates. The Portfolio Managers, who are advising representatives, responsible for advising on these mandates work in the investment management department within the Filer, which is separate from the Filer's client service department. The Portfolio Managers within the investment management department report into either the Chief Operating Officer of the Filer or directly into the UDP of the Filer. In general, Portfolio Managers are engaged in client facing activities through the involvement of a client service representative of the Filer. Portfolio Managers do not have direct client interactions without the involvement of client servicing representatives. Client facing activities usually entail the Portfolio Manager presenting to clients or prospective clients the products that they manage and describing their investment process.

6. The Filer is the sponsoring firm for registered individuals that interact with clients and use a corporate officer title without being appointed to the corporate office of the Filer pursuant to applicable corporate law (the Registered Individuals). The number of Registered Individuals may increase or decrease from time to time as the business of the Filer changes. As of the date of this decision, the Filer has approximately 30 Registered Individuals.

7. The current titles used by the Registered Individuals include the words "Vice President" or "Senior Vice President" and the Registered Individuals may use additional corporate officer titles in the future (collectively, the Titles). The Titles used by the Registered Individuals are consistent with the titles used by Bank of Nova Scotia's affiliates.

8. The Filer has a process in place for awarding the Titles, which sets out the criteria for each of the Titles. The Titles are based on criteria including seniority and experience, and a Registered Individual's sales activity or revenue generation is not a primary factor in the decision by the Filer to award one of the Titles.

9. The Registered Individuals interact only with institutional clients that are, each, a non-individual "permitted client", as defined in subsection 1.1 of NI 31-103 or a non-individual "institutional client" as defined in Rule 1201 of the Investment Industry Regulatory Organization of Canada (IIROC) (the Clients).

10. Section 13.18 of NI 31-103 prohibits registered individuals in their client-facing relationships from, among other things, using titles or designations that could reasonably be expected to deceive or mislead existing and prospective clients. Paragraph 13.18(2)(b) of NI 31-103 specifically prohibits the use of corporate officer titles by registered individuals who interact with clients unless the individuals have been appointed to those corporate offices by their sponsoring firms pursuant to applicable corporate law.

11. There would be significant operational and human resources challenges for the Filer to comply with the prohibition in paragraph 13.18(2)(b). In addition, the Titles are widely used and recognized throughout the institutional segment of the financial services industry within Canada and globally, and being unable to use the Titles has the potential to put the Filer and its Registered Individuals at a competitive disadvantage as compared to non-Canadian firms that are not subject to the prohibition and who compete for the same institutional clients.

12. Given their nature and sophistication, the use of the Titles by the Registered Individuals would not be expected to deceive or mislead existing and prospective Clients.

13. For the reasons provided above, it would not be prejudicial to the public interest to grant the Exemption Sought.

Decision

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

The decision of the principal regulator under the Legislation is that the Exemption Sought is granted, provided that, when using the Titles, the Filer and its Registered Individuals interact only with existing and prospective clients that are exclusively non-individual "permitted clients" as defined in NI 31-103 or non-individual "institutional clients" as defined in IIROC Rule 1201.

This decision will terminate six months, or such other transition period as may be provided by law, after the coming into force of any amendment to NI 31-103 or other applicable securities law that affects the ability of the Registered Individuals to use the Titles in the circumstances described in this decision.

Cease Trading Orders

Temporary, Permanent & Rescinding Issuer Cease Trading Orders