Ontario Securities Commission Bulletin
Issue 48/41 - October 16, 2025
Ont. Sec. Bull. Issue 48/41
• Ontario Securities Commission et al.
• Ontario Securities Commission et al. -- Rule 14(4) of the CMT Rules of Procedure
• iA Global Asset Management Inc. and Industrial Alliance Investment Management Inc.
• Temporary, Permanent & Rescinding Issuer Cease Trading Orders
• Temporary, Permanent & Rescinding Management Cease Trading Orders
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Ontario Securities Commission et al.
FOR IMMEDIATE RELEASE
October 8, 2025
TORONTO -- The Tribunal issued an Order in the above-named matter.
A copy of the Order dated October 8, 2025 is available at capitalmarketstribunal.ca.
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Oasis World Trading Inc. et al.
FOR IMMEDIATE RELEASE
October 9, 2025
TORONTO -- The merits hearing date of October 10, 2025 in the above-named matter scheduled to commence at 9:00 a.m. will instead commence at 9:30 a.m.
The hearing will be held at the offices of the Tribunal at 20 Queen Street West, 17th floor, Toronto.
Members of the public may observe the hearing by videoconference, by selecting the "Register to attend" link on the Tribunal's hearing schedule, at capitalmarketstribunal.ca/en/hearing-schedule.
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Ontario Securities Commission et al.
FOR IMMEDIATE RELEASE
October 14, 2025
TORONTO -- The Tribunal issued its Reasons for Decision in the above-named matter.
A copy of the Reasons for Decision dated October 10, 2025 is available at capitalmarketstribunal.ca.
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Ontario Securities Commission et al.
File No. 2025-5
Adjudicator: |
James Douglas |
October 8, 2025
WHEREAS on October 8, 2025, the Capital Markets Tribunal held a hearing by videoconference;
ON HEARING the submissions of the representatives for the Ontario Securities Commission and for Jason Cloth, no one appearing on behalf of Creative Wealth Media Finance Corp.;
IT IS ORDERED THAT:
1. by 4:30 p.m. on April 2, 2026, each party shall serve all other parties with a book of documents containing copies of the documents, and identifying the other things, that each party intends to produce or enter as evidence at the merits hearing in this matter;
2. by 4:30 p.m. on April 10, 2026,
a. each party shall advise all other parties of any issues about the authenticity or admissibility of documents contained in the books of documents; and
b. each party shall provide to the Registrar a completed copy of the Hearing Participant Checklist;
3. a further case management hearing in this matter is scheduled for April 17, 2026, at 10:00 a.m., by videoconference, or as may be agreed to by the parties and set by the Governance & Tribunal Secretariat;
4. by 4:30 p.m. on May 1, 2026, the Commission shall serve and file any affidavit evidence that it intends to rely upon at the merits hearing; and
5. the merits hearing shall take place on May 19, 2026, at 10:00 a.m., at the Capital Markets Tribunal located at 20 Queen Street West, 17th Floor, Toronto, Ontario, and continue on May 20, 21, 25, 28 and 29, and June 1, 3, 4 and 5, 2026, commencing at 10:00 a.m. on each day, or as may be agreed to by the parties and set by the Governance & Tribunal Secretariat.
Ontario Securities Commission et al. -- Rule 14(4) of the CMT Rules of Procedure
Citation: Ontario Securities Commission v Purpose Investment Inc, 2025 ONCMT 11
Date: 2025-10-10
File No. 2025-18
(Rule 14(4) of the Capital Markets Tribunal Rules of Procedure)
Adjudicator: |
Russell Juriansz |
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Hearing: |
By videoconference, October 6, 2025; final written submissions received October 10, 2025 |
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Appearances: |
Alvin Qian |
For the Ontario Securities Commission |
David Hausman |
For Purpose Investments Inc. |
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Jonathan Wansbrough |
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Joseph Groia |
For Som Seif |
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[1] These are reasons for the order dated October 6, 2025 made at the first case management hearing scheduling steps in this proceeding. I declined to adopt the timetable proposed by the Ontario Securities Commission and largely accepted the Respondents' proposed schedule. Further, I ordered the parties to provide their availability for the merits hearing in March and May 2026.
[2] The order was made pursuant to Rule 14(4) of the Capital Markets Tribunal Rules of Procedure (the Rules).
[3] Rule 14(4) provides that the Tribunal "will impose a timeline for hearings and other steps in an enforcement proceeding." It includes detailed tables describing "the expected hearings and other steps in an enforcement proceeding, and the timelines for those hearings and steps." The tables contemplate first, second, third, and final case management hearings, and specify the steps to be scheduled at each. Each prescribed time period begins with the words "No later than ...". For example, the second case management hearing is to be scheduled "no later than 120 days after the first case management hearing."
[4] The Rules are made under and governed by the Statutory Powers Procedure Act,{1} (SPPA). Section 2 of the SPPA requires that "any rule made by a tribunal ... shall be liberally construed to secure the just, most expeditious and cost-effective determination of every proceeding on its merits" (emphasis added).
[5] Rule 1 of the Tribunal's Rules states a similar objective: to ensure that proceedings are "conducted justly, expeditiously and cost-effectively." These legislative and procedural directives reflect a clear policy rationale.
[6] First, the passage of time risks impairing fairness by affecting witness memory and availability.
[7] Second, allegations of wrongdoing by a public agency carry serious consequences for individuals. Respondents to proceedings initiated by the Commission likely suffer reputational harm and may experience stress and anxiety.
[8] Third, undue delay diminishes the deterrent and protective purposes of securities regulation. Where the Commission alleges misconduct warranting, for example, a ban from participation in the capital markets, it is not in the public interest for those allegations to remain unresolved for an extended period while the respondent continues to participate in the market. Victims of misconduct are entitled to see justice done within a reasonable time.
[9] Society has an interest in the timely resolution of enforcement proceedings. Unnecessary delay risks eroding public confidence in the Tribunal's ability to administer justice efficiently and fairly.
[10] Rule 14(4) plays an important role in advancing these objectives. The time periods the tables prescribe are not those "expected". The repeated phrase "No later than..." leaves no doubt that the timelines specified are the outer limits of what is acceptable. It is wrong to describe shorter timelines as "truncated," "accelerated," or "expedited."
[11] After hearing submissions from counsel, I was not persuaded that the longer timelines proposed by the Commission were necessary. I therefore ordered timelines closer to those proposed by the Respondents.
[12] I emphasize that in doing so, I did not exercise the discretion Rule 14(4) gives the Tribunal to depart from the time periods set out in the tables. Rather, I ordered timelines that are "no later than" those set out in the table.
[13] The discretion granted by Rule 14(4) permits the Tribunal to depart from the sequential scheduling of steps at successive case management conferences. For example, the Tribunal could schedule all or multiple procedural steps at the first case management hearing and use subsequent case management hearings to monitor the parties' adherence to the prescribed schedule.
[14] Keeping that discretion in mind, I direct the parties to confer and attempt to reach agreement on a timetable for all remaining steps needed to prepare this proceeding for the hearing on the merits to be scheduled for May 11-15 and May 25-29, 2026. Counsel may speak to all remaining steps at the second case management hearing I have ordered on December 16, 2025 at 10 a.m. by videoconference.
Dated at Toronto this 10th day of October, 2025.
{1} RSO 1990, c S.22
The Lion Electric Company and 9541-1666 Québec Inc.
National Policy 11-206 Process for Cease to be a Reporting Issuer Application and National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions -- application to cease being a reporting issuer and full revocation of failure-to-file cease trade order and cease trade order -- issuer failed to file its annual and interim financial statements, management's discussion and analysis and related certifications -- NewCo became a reporting issuer by virtue of the Transaction -- cease to be reporting issuer and full revocation of cease trade orders application is granted.
Securities Act, R.S.O. 1990, c. S.5, as am., ss. 1(10)(a)(ii) and 144.
National Policy 11-206 Process for Cease to be a Reporting Issuer Applications.
National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdiction.
DÉCISION No.: 2025-IC-1055235
No. dossier SEDAR+: 06309025
September 9, 2025
1. The Issuer is subject to a failure-to-file cease trade order (the FFCTO) issued by the Autorité des marchés financiers (the Principal Regulator) on April 17, 2025.
2. On May 15, 2025, a condition was imposed on NewCo in the CTO Partial Revocation Order, as defined below, by the Principal Regulator, which prohibited NewCo from conducting any securities transactions in respect of a NewCo security, except for certain steps of the Transaction, as defined below (the NewCo CTO, and collectively with the FFCTO, the CTOs of the Filers).
3. The Issuer has applied to the Principal Regulator for an order revoking the FFCTO under Policy Statement 11-207 respecting Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions (Policy Statement 11-207).
4. NewCo has applied to the Principal Regulator for an order revoking the NewCo CTO under the securities legislation of the Principal Regulator.
5. The Principal Regulator and the Ontario Securities Commission (the Decision Makers) also received an application from the Filers for an order under the securities legislation of the Jurisdictions (the Legislation) that the Filers have ceased to be a reporting issuer in all jurisdictions of Canada in which they are a reporting issuer (the Cease to be a Reporting Issuer Order).
Under the Process for Cease to be a Reporting Issuer Applications (for a dual application):
a. the Autorité des marchés financiers is the Principal Regulator for this application;
b. the Filers have provided notice that subsection 4C.5(1) of Regulation 11-102 respecting Passport System (Regulation 11-102) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, the Yukon, the Northwest Territories and Nunavut; and
c. this order is the order of the Principal Regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.
Terms defined in Regulation 14-101 respecting Definitions, Regulation 11-102, Regulation 14-501Q on definitions, Policy Statement 11-207 and Policy Statement 11-206 respecting the Process for Cease to be a Reporting Issuer Applications have the same meaning if used in this order, unless otherwise defined.
This order is based on the following facts represented by the Filers:
6. The head office of the Filers is located in the Province of Québec.
7. The Filers are reporting issuers in all jurisdictions of Canada.
8. On May 15, 2025, the Issuer participated in a restructuring transaction under the Companies' Creditors Arrangement Act, R.S.C. (1985), c. C-36 (the CCAA), hereinafter described (the Transaction), pursuant to which it, among other things, modified its capital structure.
9. Prior to the Transaction, the authorized capital of the Issuer consisted of Common Shares, of which 226,217,541 Common Shares were issued and outstanding, and of Preferred Shares, of which none were issued and outstanding. The Issuer had also issued warrants to purchase Common Shares (the Warrants), convertible debentures that were convertible into Common Shares, options to purchase Common Shares (the Options), restricted share units and deferred share units.
10. Following the Transaction, and as at May 16, 2025, the authorized capital of the Issuer consists of Common Shares, Class B Common Shares and Preferred Shares, of which 100,000,000 Class B Common Shares are issued and outstanding.
11. The securities of the Issuer were delisted from the New York Stock Exchange effective as of January 7, 2025, and from the Toronto Stock Exchange as at the close of business on February 7, 2025.
12. On April 17, 2025, the Principal Regulator issued the FFCTO in respect of the Issuer following the default of filing its annual audited consolidated financial statements, management's discussion and analysis, annual information form and certification of annual filings for the year ended December 31, 2024 (collectively, the Annual Documents).
13. The FFCTO has been in effect in each jurisdiction of Canada in which a statutory reciprocal order provision applies, subject to the provisions of local securities legislation.
14. The Issuer has not filed continuous disclosure documents required to be filed by applicable Canadian securities legislation since the date of the FFCTO.
The CCAA Proceedings
15. In light of ongoing financial difficulties, on December 17, 2024, the Issuer and its subsidiaries (namely Lion Electric Finance Canada Inc., Lion Electric Vehicle Finance Canada Inc., Lion Electric Holding USA Inc., Northern Genesis Acquisition Corp., The Lion Electric Co. USA Inc., Lion Electric Manufacturing USA Inc. and Lion Electric Finance USA Inc. (collectively with the Issuer, the Debtors)) sought and obtained on December 18, 2024 an initial order (as amended and restated on January 7, 2025, and as further amended and restated on February 14, 2025, the Initial Order) from the Superior Court of Quebec (Commercial Division) (the Court) granting the Debtors protection from their creditors under the CCAA.
16. Pursuant to the Initial Order, Deloitte Restructuring Inc. has been appointed as monitor of the Debtors (the Monitor) under the CCAA proceedings (the CCAA Proceedings). To date, the Monitor has provided the Court with six reports on the CCAA Proceedings, all of which are available on the CCAA Proceedings website created by the Monitor.
17. Pursuant to the Initial Order, the Court authorized the Debtors to enter into Interim Financing Term Sheet with the National Bank of Canada, Fédération des Caisses Desjardins du Québec and Bank of Montreal and to borrow thereunder an initial amount of up to USD$6,000,000, which was subsequently increased to USD$17,000,000.
18. On December 18, 2024, the Court also granted and issued a Sale and Investment Solicitation Process Order (the SISP Order) allowing the Debtors to conduct a sale and investment solicitation process (the SISP) for an executable transaction involving the shares and/or the business, property and assets of the Debtors, all in accordance with the SISP.
19. On May 9, 2025, in the context of the SISP, a group of investors represented by Messrs. Pierre Wilkie and Vincent Chiara submitted, on behalf of 9539-5034 Québec Inc., an entity newly incorporated solely for the purposes of completing the Transaction and owned by the investors (the Purchaser), a binding letter of offer pursuant to which, inter alia, the Purchaser will become the sole holder of the shares of the Issuer, provided that, at such time, the Issuer and certain of its subsidiaries, being Lion Electric Finance Canada Inc., Lion Electric Vehicle Finance Canada Inc., The Lion Electric Co. USA Inc., Lion Electric Holding USA Inc. and Lion Electric Manufacturing USA Inc. (collectively with the Issuer, the Lion Entities) no longer hold certain assets (the Excluded Assets) and are no longer liable for certain contracts, liabilities and employees (respectively, the Excluded Contracts, the Excluded Liabilities and the Excluded Employees).
Reorganization under the CCAA
20. Pursuant to a subscription agreement dated as of May 15, 2025 between the Issuer and the Purchaser and filed on SEDAR+ on August 12, 2025 (the Subscription Agreement), the parties effected the following steps (collectively, the Transaction):
a. Prior to the closing of the Transaction:
i. Constitution and incorporation of the Purchaser under the Business Corporations Act (Quebec) (the QBCA);
ii. Incorporation of NewCo, namely 9541-1666 Québec inc., under the QBCA by the Issuer, and subscription by the Issuer of one common share in the share capital of NewCo; and
iii. Incorporation of a new corporation under the QBCA (ResidualCo), namely 9541-1799 Québec inc., by NewCo, and subscription by NewCo of one common share in the share capital of ResidualCo;
b. The day prior to the closing date (the Closing Date) of the Transaction:
i. Amendment of the share capital in the articles of the Issuer in order to provide for:
1. the addition of an exchange feature whereby the issued and outstanding Common Shares in the share capital of the Issuer would be exchangeable for common shares in the share capital of NewCo, on a one-for-one basis;
2. the cancellation of all of the Warrants and convertible debentures of the Issuer that were convertible into common shares, the Options, the restricted share units issued by the Issuer and the deferred share units issued by the Issuer; and
3. the creation of a new class of common shares denominated "Class B Common Shares", without par value, participating and entitling their holder thereof to two (2) votes per Class B Common Share;
ii. Exchange all of the issued and outstanding Common Shares of the share capital of the Issuer in consideration for the issuance of common shares of the share capital of NewCo, on a one-for-one basis (the Share Exchange). As a result of the Share Exchange, NewCo became a reporting issuer pursuant to subsection 68(4) of the Securities Act (Quebec) and corresponding or equivalent applicable statutory provisions of the securities legislation of the other jurisdictions;
iii. Donation for cancellation, by the Issuer, of the common share in the share capital of NewCo held by the Issuer following the subscription described in paragraph 20 (a) (ii);
iv. Transfer by the Lion Entities of the Excluded Assets, the Excluded Liabilities, the Excluded Employees and/or the Excluded Contracts, as the case may be, to other Lion Entities, Newco or ResidualCo, as the case may be, in accordance with the assignment and assumption agreements or the asset transfer agreements, as the case may be, in consideration for the issuance of promissory notes or the assumption of promissory notes, as the case may be, by the assignees, including a non-interest demand bearing promissory note in the principal amount of CA$7,410,672.67, corresponding to an amount equivalent to CA$6,000,000.00 plus certain lease reimbursements (the Note 1); the assignment and assumption agreements including novation language in order to fully discharge the Lion Entities in respect of such Excluded Liabilities, Excluded Employees and Excluded Contracts; and
v. Donation for cancellation, by NewCo, of all of the issued and outstanding Common Shares in the share capital of the Issuer held by NewCo, except for one (1) Common Share which shall remain outstanding;
c. On the Closing Date of the Transaction:
i. Subscription by the Purchaser of 100,000,000 Class B common shares in the share capital of the Issuer in consideration for CA$6,000,000.00 plus the amount of certain lease reimbursements (the Subscription Price) and cancellation, without consideration, of the remaining Common Share in the share capital of the Issuer held by NewCo;
ii. Repayment, by the Issuer, of the Note 1 using the Subscription Price paid to the Issuer by the Purchaser; and
iii. Cancellation, without consideration, of all of the issued and outstanding common shares of the share capital of NewCo effective immediately and automatically upon the filing of the Monitor's Certificate.
d. As at the date of the CTO Partial Revocation Order (as defined below), i.e. May 15, 2025, it was planned that, following the closing, the Purchaser and the Issuer would be amalgamated in accordance with the applicable provisions of the QBCA (the Amalgamation); with the amalgamated entity to be named "The Lion Electric Company". However, since certain important authorizations which were necessary for the operation of the Issuer's business required that the Issuer's business number (NEQ) remain active and in force, it was agreed not to proceed with the Amalgamation following the completion of the Transaction. In accordance with the provisions of the Subscription Agreement, all parties involved, including the Monitor and the Court, were notified in writing on May 21, 2025 of this post-closing change to the reorganization. The Subscription Agreement and the Transaction contemplated therein were therefore approved by the Court on May 22, 2025, with no mention by the Court of the Amalgamation step in paragraph 16 of the Court order.
21. Upon completion of the Transaction, the Issuer is a wholly-owned subsidiary of the Purchaser.
22. On May 22, 2025, the Court issued an Approval and Reverse Vesting Order (the RVO) approving, amongst other things, the completion of the Transaction.
23. Following the completion of the Transaction:
a. the Monitor issued and filed a certificate of the Monitor confirming the completion of the Transaction,
b. the issuer ceased to be an applicant in the CCAA proceedings, and
c. it is expected that NewCo and ResidualCo will be liquidated and wound-up by way of bankruptcy proceeding.
24. In connection with carrying out the SISP and obtaining the RVO, the Issuer has engaged in certain acts in furtherance of trades in the securities of the Issuer, including its entry into the Subscription Agreement (the Acts), which Acts were taken at the direction of, and with the approval of, and under the supervision of, the Court. Accordingly, the Issuer applied for a partial revocation order from the Principal regulator in order to complete the steps of the Transaction set out in subparagraphs 20 (b) and (c).
25. On May 15, 2025, the Principal Regulator granted an order partially revoking the FFCTO for the sole purpose of permitting certain trades in securities of the Issuer to complete some of the Transaction steps (the CTO Partial Revocation Order).
26. The CTO Partial Revocation Order includes a condition to the effect that no trade in respect of the securities of NewCo may occur, other than such trades permitted by the CTO Partial Revocation Order until such time as NewCo is liquidated or an order is granted definitively lifting and revoking the NewCo CTO. The NewCo CTO took effect in each jurisdiction of Canada that has a statutory reciprocal order provision, subject to the terms of the local securities legislation.
27. The steps of the Transaction set out in subparagraphs 20 (b) and (c) have been completed.
28. Following the completion of the steps of the Transaction set out in subparagraphs 20 (b) and (c):
a. The authorized share capital of the Issuer consists solely of Common Shares, Class B Common Shares and Preferred Shares, of which 100,000,000 Class B Common Shares are issued and outstanding and held by a single shareholder, namely the Purchaser, and no Common Shares or Preferred Shares are outstanding; and
b. The authorized share capital of NewCo consists solely of common shares and no common shares of NewCo are currently issued and outstanding, such that NewCo has no shareholders, and NewCo has no other issued and outstanding securities.
The Filers
29. The Filers are not OTC reporting issuers under Regulation 51-105 respecting Issuers Quoted in the U.S. Over-the-Counter Markets.
30. The outstanding securities of the Filers, 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.
31. No securities of the Filers are traded on a marketplace as defined in Regulation 21-101 respecting Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported.
32. The Filers are applying to cease to be a reporting issuer in all of the jurisdictions of Canada in which they are a reporting issuer.
33. The Filers are not in default of any requirements of the applicable securities legislation of any jurisdiction in Canada or the rules and regulations made pursuant thereto, other than the Issuer pursuant to its obligations to complete and file the Annual Documents and the interim unaudited financial statements, the related management's discussion and analysis and the interim certificates for periods ended on March 31, 2025 and June 30, 2025 (collectively, with the Annual Documents, the Unfiled Documents).
34. The Purchaser or the officers of the Filers currently have no intention to cause the Issuer to seek financing by way of a public offering of its securities in Canada or elsewhere.
35. Information that would have been disclosed in the Unfiled Documents no longer provides meaningful or material information since the Issuer has one shareholder as a result of the completion of the Transaction.
36. The Filers acknowledge that, in granting the order sought, the Principal Regulator is not expressing any opinion or approval as to the terms of the Transaction.
Each of the Decision Makers is satisfied that the Cease to be a Reporting Issuer 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 Cease to be a Reporting Issuer Order is granted.
The Principal Regulator is satisfied that the decision to revoke the Cease Trade Orders in respect of the Filers meets the test set out in the legislation of the Principal Regulator for the Principal Regulator to revoke the orders.
The decision of the Principal Regulator under the legislation of the Principal Regulator is that the Cease Trade Orders relating to the Filers be revoked.
OSC File #: 2025/0426
iA Global Asset Management Inc. and Industrial Alliance Investment Management Inc.
National Policy 11-203 Passport System -- Relief granted from section 13.5(2)(b) of NI 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations to permit the filer to engage in inter-entity trades between the investment portfolios of affiliates for which it acts as an adviser -- inter-entity trades will comply with conditions of section 6.1(2) of National Instrument 81-107 Independent Review Committee for Investment Funds except for the requirements to have an independent review committee and obtain its approval of trades.
National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 13.5(2)(b), 15.1.
National Instrument 81-107 Independent Review Committee for Investment Funds, s. 6.1(2).
September 3, 2025
The securities regulatory authority or regulator in each of the Jurisdictions (Decision Maker) has received an application from the Filers for a decision under the securities legislation in the Jurisdictions (the Legislation) for an exemption under section 15.1 of Regulation 31-103 respecting Registration Requirements, Exemptions and Ongoing Registrant Obligations (chapter V-1.1, r. 10) (Regulation 31-103) from the restriction on certain managed account transactions contained in paragraph 13.5(2)(b) of Regulation 31-103 in order to permit the Filers to engage in Inter-iAIFS Trades (as defined below) between the iAIFS Investment Portfolios (as defined below) for which they act as advisers (the Exemption Sought). The Exemption Sought only applies to iAIFS (as defined below) and notably does not apply to any clients of the Filers that are investment funds, or any entities that are not affiliated to the Filers.
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application):
(a) the Autorité des marchés financiers (AMF) is the principal regulator for this application,
(b) the Filers have provided notice that section 4.7(1) of Regulation 11-102 respecting Passport System (chapter V-1.1, r. 1) (Regulation 11-102) is intended to be relied upon in Alberta, British Columbia, Manitoba, New Brunswick, Nova Scotia and Saskatchewan, and
(c) the decision with respect to the Exemption Sought is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.
Terms defined in Regulation 14-101 respecting Definitions (chapter V-1.1, r. 3) and Regulation 11-102 have the same meaning if used in this decision, unless otherwise defined.
Current Market Price of the Security means,
(a) if the security is an exchange-traded security or a foreign exchange-traded security,
(i) the closing sale price on the day prior to the transaction as reported on the exchange upon which the security is listed or the quotation trade reporting system upon which the security is quoted, or
(ii) if there are no reported transactions for the day prior to the transaction, the average of the highest current bid and lowest current ask for the security as displayed on the exchange upon which the security is listed or the quotation trade reporting system upon which the security is quoted, or
(iii) if the closing sale price on the day prior to the transaction is outside of the closing bid and closing ask, the average of the highest current bid and lowest current ask for the security as displayed on the exchange upon which the security is listed or the quotation trade reporting system upon which the security is quoted; or
(b) for all other securities, the average of the current values determined on the basis of reasonable inquiry; and
Market Integrity Requirements means
(a) if the security is an exchange-traded security, the purchase or sale
(i) is printed on a marketplace that executes trades of the security; and
(ii) complies with the market conduct and display requirements of the marketplace, its regulation services provider and securities regulatory authorities; or
(b) if the security is a foreign exchange-traded security, the purchase or sale complies with the requirements that govern transparency and trading of foreign exchange-traded securities on the foreign exchange or foreign quotation and trade reporting system; or
(c) for all other securities, the purchase or sale is through a dealer, if the purchase or sale is required to be reported by a registered dealer under applicable securities legislation.
This decision is based on the following facts represented by the Filers:
1. iAIM is a corporation incorporated under the laws of Canada with its head office located in Québec City, Québec.
2. iAIM is a wholly-owned subsidiary of Industrial Alliance Insurance and Financial Services Inc. (iAIFS), a life and health insurance corporation and financial service provider, which is itself a wholly-owned subsidiary of iA Financial Corporation Inc. (iA Financial Corporation), a holding company which controls a large network of subsidiaries inside and outside of Canada operating in the business of individual insurance, individual wealth management, group insurance and group savings and retirement businesses, among others.
3. iAIM is registered as a portfolio manager in the provinces of Québec, Alberta, British Columbia, Manitoba, New Brunswick, Nova Scotia, Ontario and Saskatchewan, as an investment fund manager and derivatives portfolio manager in Québec, and as a commodity trading counsel and a commodity trading manager in Ontario.
4. On September 1, 2016, iAIM was granted an exemptive relief (decision no 2016-SACD-1041042) from the restriction contained in paragraph 13.5(2)(b) of Regulation 31-103 to permit iAIM to knowingly cause the investment portfolio of an affiliate (i.e. affiliated entities within the iA Financial Group), for which iAIM acts as adviser, to purchase securities from or sell securities to the investment portfolio of another affiliate, for which iAIM also acts as adviser (2016 Decision).
5. On December 20, 2021, iAGAM was incorporated as part of an internal corporate reorganization within the iA Financial Group and, for business reasons, it was decided to replicate iAIM's structure, compliance systems, management and registered representatives.
6. iAGAM is a corporation incorporated under the laws of Canada with its head office located in Québec City, Québec.
7. iAGAM is a wholly-owned subsidiary of iAIM, and therefore an indirect wholly-owned subsidiary of iAIFS and an indirect wholly-owned subsidiary of iA Financial Corporation.
8. iAGAM is registered as a portfolio manager in the provinces of Québec, Alberta, British Columbia, Manitoba, New Brunswick, Nova Scotia, Ontario and Saskatchewan, as an investment fund manager and derivatives portfolio manager in Québec, and as a commodity trading counsel and commodity trading manager in Ontario.
9. On December 19, 2023, iAGAM was granted an exemptive relief (decision no 2023-SACD-1058057) from the restriction contained in paragraph 13.5(2)(b) of Regulation 31-103 to permit iAGAM to knowingly cause the investment portfolio of an affiliate (i.e. affiliated entities within the iA Financial Group) that is not an investment fund, for which iAGAM acts as adviser, to purchase securities from or sell securities to the investment portfolio of another affiliate that is not an investment fund, for which iAGAM also acts as adviser (2023 Decision).
10. The Filers are not in default of any requirements of securities legislation, commodity futures legislation or derivatives legislation in any of the jurisdictions of Canada.
11. The principal regulator of both Filers is the AMF.
12. The Filers are affiliates as they are both subsidiaries of iAIFS, a wholly-owned subsidiary of iA Financial Corporation.
13. Other than iA Financial Corporation, which is a reporting issuer in Canada, each of the affiliates of the Filers is not and does not intend to become a reporting issuer in Canada.
14. The Filers share common officers and directors and have the same Chief Compliance Officer (CCO) and Ultimate Designated Person (UDP).
15. Under an exemptive relief from the prohibition of paragraph 4.1(1)(b) of Regulation 31-103 granted to the Filers on October 7, 2022 (decision no 2022-SACD-1051448), the Filers are allowed to share their advising representatives, associate advising representative, derivatives advising representatives and derivatives associate advising representatives (the Representatives). All of the Filers' Representatives are thereby "dually" registered representatives with both Filers.
16. The Filers offer managed accounts exclusively to sophisticated institutional investors. All of the Filers' clients are "permitted clients", as defined in Regulation 31-103, and none of them are individuals.
17. With the exception of iAIFS, the direct parent entity of iAIM and indirect parent entity of iAGAM, which is the sole client shared by the Filers, affiliates of the Filers which require portfolio management services are divided between the Filers.
18. iAIM's clients based on "status" are generally iA financial institution, whereas iAGAM's clients based on "status" are iA non-financial institutions and external clients.
19. As an iA financial institution, iAIFS' "general funds" are managed by iAIM (the "iAIFS General Funds Portfolios").
20. However, as iAIFS' activities also include iA non-financial institutions activities, iAIFS' "segregated funds"(the "iAIFS Segregated Funds Portfolios" and, together with the iAIFS General Funds Portfolios, the "iAIFS Investment Portfolios") are managed by iAGAM.
21. For the sake of clarity, and notwithstanding the terminology used, the iAIFS General Funds Portfolios and the iAIFS Segregated Funds Portfolios are not "investment funds" within the meaning of the Legislation.
22. The iAIFS General Funds Portfolios are managed accounts made up of the various sums belonging to an entity or insurance company related to iAIFS, then invested by iAIFS to meet their obligations under insurance contracts, with the exception of segregated fund contracts. They are managed accounts consisting mainly of customer premiums received under the insurance activities of the iA Financial Group, with the exception of segregated fund contracts.
23. The iAIFS Segregated Funds Portfolios are managed accounts made up of sums received under specific insurance contracts (segregated fund contracts) offered by an insurance company related to iAIFS, which pools the funds of numerous investors, and which are then invested by iAIFS to meet their obligations under these insurance contracts. They are managed accounts made up of the premiums and invested sums received from clients who have purchased segregated fund contracts. These managed accounts are different in that segregated fund contracts carry a guarantee of some or all of the capital invested in the event of death, and a similar guarantee that applies at the end of a predetermined term. As a result, the commitments under segregated fund contracts are different and require different management.
24. The assets making up iAIFS Investment Portfolios are mainly invested in bonds due to the investment objectives of these accounts, but may also be invested in shares or securities of investment funds.
25. The Filers each provide portfolio management services to iAIFS under their own written discretionary portfolio management agreements with iAIFS, and they each have full discretionary authority to trade securities for their respective iAIFS Investment Portfolios without obtaining the specific consent or instructions of iAIFS with respect to trades.
26. iAIM wishes to cause the iAIFS General Funds Portfolios it manages on a fully discretionary basis to purchase securities from or sell securities to the iAIFS Segregated Funds Portfolios iAGAM manages on a fully discretionary basis, and iAGAM wishes to cause the iAIFS Segregated Funds Portfolios it manages on a fully discretionary basis to purchase securities from or sell securities to the iAIFS General Funds Portfolios iAIM manages on a fully discretionary basis (an Inter-iAIFS Trade).
27. The Filers have determined that there are significant benefits that could be achieved for iAIFS through such Inter-iAIFS Trades, including cost and timing efficiencies.
28. Because the Filers share their Representatives, CCO, UDP, directors and officers, because of the operation and structure of the iA Financial Group, and because of the Filers' intended investment process, each Filer is likely to be a "responsible person" of the other as defined in subsection 13.5(1) of Regulation 31-103.
29. Since the Exemption Sought contemplates Inter-iAIFS Trades between portfolios for which iAIM acts as advisor on one side of the trade and iAGAM acts as adviser on the other side for the only client shared by the Filers (i.e. iAIFS), the 2016 Decision and the 2023 Decision cannot be relied upon by iAIM and iAGAM as these decisions are limited to the Filers' respective clients for whom one of the Filer acts as advisor for both sides of the trade.
30. In the absence of the Exemption Sought, to the extent one of the Filers is a responsible person of the other, the Filers would be prohibited from engaging in the Inter-iAIFS Trades under paragraph 13.5(2)(b) of Regulation 31-103.
31. Each Inter-iAIFS Trade will be consistent with the investment objectives and strategies of the iAIFS Investment Portfolios.
32. None of the Inter-iAIFS Trades will involve external clients or investment funds.
33. The discretionary portfolio management agreements between iAIFS and each of the Filers contain or will contain authorization for each of the Filers to engage in Inter-iAIFS Trades. In addition, all Inter-iAIFS Trades will be made in compliance with the provisions of any applicable insurance legislation, where applicable.
34. The Filers have written policies and procedures in place to govern Inter-iAIFS Trades.
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 Exemption Sought is granted provided that:
(a) Each of the affiliates of the Filers, other than iA Financial Corporation, is not a reporting issuer in Canada;
(b) The Inter-iAIFS Trades will only occur between the iAIFS General Funds Portfolios and the iAIFS Segregated Funds Portfolios which, despite the terms used to designate such portfolios, are not "investment funds" within the meaning of the Legislation.
(c) The Inter-iAIFS Trades are consistent with the investment objectives and strategies of each of the iAIFS Investment Portfolios;
(d) The assets making up iAIFS Investment Portfolios are mainly invested in low-risk securities, including bonds, due to the investment objectives of these accounts;
(e) The portfolio management agreement or other documentation in respect of the iAIFS Investment Portfolios permits Inter-iAIFS Trades;
(f) At the time of the Inter-iAIFS Trades,
(i) the bid and ask price of the security is readily available;
(ii) the Inter-iAIFS Trade is executed at the Current Market Price of the Security;
(iii) the Inter-iAIFS Trade is subject to Market Integrity Requirements; and
(iv) the Filers keep written records of each Inter-iAIFS Trade in accordance with the record-keeping requirements applicable to registered firms set out in sections 11.5 and 11.6 of Regulation 31-103;
(g) Each Inter-iAIFS Trade represents the business judgment of the Filers uninfluenced by considerations other than the best interests of each of the iAIFS Investment Portfolios that is party to the Inter-iAIFS Trade;
(h) Each Inter-iAIFS Trade is in compliance with the Filers' written policies and procedures relating to Inter-iAIFS Trades;
(i) Each Inter-iAIFS Trade achieves a fair and reasonable result for each of the iAIFS Investment Portfolios; and
(j) No fees or costs will be paid by or to any party for an Inter-iAIFS Trade other than the nominal cost incurred by a party to print or otherwise display the trade.
French version signed by:
RP Investment Advisors LP and The Funds
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- relief from short selling issuer concentration limit in subparagraph 2.6.1(1)(c)(iv) of NI 81-102 with respect to short sales of "index participation units" -- subject to the usual conditions.
National Instrument 81-102 Investment Funds, ss. 2.6.1(1)(c)(iv) and 19.1.
October 9, 2025
The principal regulator in the Jurisdiction has received an application (the Application) from the Filer on behalf of the RP Alternative Global Bond Fund and the RP Alternative Credit Opportunities Fund (the Existing Funds) and any additional alternative mutual funds of which the Filer will be the manager and portfolio manager in the future (the Future Funds and, together with the Existing Funds, the Funds), for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) that grants relief to each of the Funds from subparagraph 2.6.1(1)(c)(iv) of National Instrument 81-102 -- Investment Funds (NI 81-102), which restricts an alternative mutual fund from selling a security (other than a government security as defined in NI 81-102) of an issuer short if, at the time, the aggregate market value of the securities of that issuer sold short by the fund exceeds 10% of the alternative mutual fund's net asset value (NAV) in order to permit each of the Funds to short sell index participation units (IPUs) of one or more investment funds (each, an IPU Issuer) up to a maximum of 100% of a Fund's NAV at the time of the sale (the Requested Relief).
Under National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions:
A. the Ontario Securities Commission is the principal regulator for this Application, and
B. the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in each of the other provinces and territories of Canada (together with Ontario, the Jurisdictions).
Terms defined in MI 11-102, National Instrument 14-101 -- Definitions, NI 81-102, and NI 31-103 have the same meaning if used in this decision, unless otherwise defined.
The following terms have the following meanings:
Aggregate Exposure Limit means the aggregate gross exposure restriction in subsection 2.9.1 of NI 81-102, which places an overall limit on an alternative mutual fund's exposure to cash borrowing, short selling and specified derivatives (excluding specified derivatives used for hedging purposes) equal to 300% of such fund's NAV;
Existing Relief means, collectively, the Filer's exemptive relief decisions (i) In the Matter of RP Investment Advisors LP and the Funds dated January 2, 2025; and (ii) In the Matter of RP Investment Advisors LP and the Funds dated April 30, 2025;
Government Securities as defined in the Existing Relief, includes and is limited to: (i) a "government security" as defined in NI 81-102; and (ii) an evidence of indebtedness issued, or fully and unconditionally guaranteed as to principal and interest, by any of the federal government if the United Kingdom or the federal government of Germany; and
Prospectus means a simplified prospectus of a Fund prepared in accordance with Form 81-101F1 Contents of Simplified Prospectus under NI 81-101 as the same may be amended from time to time.
This decision is based on the following facts represented by the Filer:
The Filer
1. The Filer is a limited partnership formed under the laws of the Province of Ontario with its head office located in Toronto, Ontario.
2. The Filer is registered as (i) an investment fund manager in Ontario, Québec and Newfoundland and Labrador; (ii) an adviser in the category of portfolio manager in, British Columbia, Ontario and Québec; (iii) a dealer in the category of exempt market dealer in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Québec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Northwest Territories, Nunavut and Yukon under the securities legislation of the Jurisdictions; and (iv) a commodity trading manager in Ontario under the Commodity Futures Act (Ontario).
3. The Filer is the investment fund manager and portfolio manager of the Existing Funds and will be the investment fund manager and portfolio manager of the Future Funds. As such, the Filer is, or will be, responsible for managing the assets of the Funds and has, or will have, complete discretion to invest and reinvest the Funds' assets and is, or will be, responsible for executing all portfolio transactions.
4. The Filer is not in default of applicable securities legislation in any Jurisdiction.
The Funds
5. Each of the Funds is, or will be, organized as a trust established under the laws of the Province of Ontario or another Jurisdiction.
6. Each of the Funds is, or will be, as the case may be, an alternative mutual fund governed by the provisions of NI 81-102, subject to any relief granted therefrom by the securities regulatory authorities.
7. Units of the Funds are, or will be, offered by Prospectus and fund facts documents filed in each of the Jurisdictions.
8. Each of the Funds is, or will be, a reporting issuer in the Jurisdictions.
9. The investment objective(s) of each Fund is, or will be, as the case may be, set out in the Fund's Prospectus.
10. The current risk rating assigned by the Filer to each of the Existing Funds is Low to Medium and the Filer believes that there will be no change in the risk rating of the Existing Funds by virtue of the Requested Relief.
11. The Existing Funds are not in default of the securities legislation of any of the Jurisdictions.
IPU Issuers
12. The portfolio holdings of IPU Issuers are generally diversified.
13. IPU Issuers seek to provide investment results that correspond generally to the performance of a specified widely quoted market index comprised of multiple issuers by holding a portfolio of securities that are included in the index or otherwise investing in a manner that causes the IPU Issuer to replicate the performance of that index.
14. The portfolio holdings of IPU Issuers are generally liquid.
15. The creation process for IPUs of IPU Issuers can quickly increase the available supply of IPUs of IPU Issuers in the marketplace, making the potential for a liquidity issue inherently lower.
16. The weight of each underlying security held in the portfolio of an IPU Issuer substantially corresponds to the weight of such security in the underlying index.
The Requested Relief
17. Subsection 2.1(1.1) of NI 81-102 restricts an alternative mutual fund from purchasing a security of an issuer, entering into a specified derivatives transaction or purchasing an IPU if, immediately after the transaction, more than 20% of its NAV would be invested in securities of any one issuer (the Concentration Restriction).
18. Subsection 2.1(2) of NI 81-102 provides an exception to the Concentration Restriction for an IPU that is a security of an IPU Issuer. The Filer submits that the rationale for this exception is, in part, that an IPU Issuer should be considered as a "look-through" vehicle in that it is comprised of and represents a diversified group of issuers whose securities it holds in proportion to the underlying index, thereby mitigating the concentration risk otherwise associated with a fund holding the securities of a single issuer. The Filer believes a similar rationale can be applied with respect to the shorting of IPU Issuers.
19. A significant risk associated with short positions generally is the potential for the short seller to be unable to obtain the securities required to cover the short position, or to be unable to obtain such securities without additional costs, at the required time due to a lack of liquidity in the market. The Filer submits that the liquidity of IPU Issuers as described above significantly reduces the risk that a fund may not be able to cover or exit a short position in an IPU Issuer. On this basis, short sales of IPU Issuers will not have the same risk profile as a short sale of a single issuer or of a security that lacks the liquidity of IPU Issuers.
20. The Funds are, or will be, as the case may be, permitted to short sell IPUs of multiple IPU Issuers up to the Aggregate Exposure Limit. The Filer submits that shorting a single IPU Issuer is preferable in certain cases to shorting multiple IPU Issuers where the liquidity of the single IPU Issuer being sold short is higher than other IPU Issuers tracking the same index, or where the underlying index tracked by a particular IPU Issuer otherwise presents more favourable investment characteristics than other IPU Issuers.
21. The Filer is of the view that, in the case of IPU Issuers, given their high degree of diversity and liquidity, the concentration risk otherwise associated with shorting securities of a single issuer is mitigated and, as a result, the Requested Relief would permit the Funds to benefit from efficiencies without prejudicing investors.
22. The Requested Relief would permit each Fund to short sell IPUs of IPU Issuers without otherwise impacting such Fund's ability to borrow cash or engage in short sales under NI 81-102, in circumstances where the Filer believes that it is more beneficial to gain the desired short exposure to IPU Issuers: (a) through shorting fewer IPU Issuers than would otherwise be necessary as a result of the Concentration Restriction; and (b) by way of short sales up to the Aggregate Exposure Limit rather than through the use of specified derivative transactions.
23. While a Fund may acquire exposure, including short exposure, to IPU Issuers in pursuit of its investment strategy through the use of specified derivative transactions, the Filer believes that engaging in the physical short selling of IPU Issuers may provide a faster, more efficient and flexible means of achieving diversification and hedging against market risk.
24. The Filer is of the view that it would be in the best interest of each of the Funds to physically short sell IPUs of IPU Issuers, up to the Aggregate Exposure Limit at the time of sale, instead of being limited to achieving that degree of leverage through either specified derivatives alone, or a combination of physical short selling and specified derivatives, for reasons which include:
(a) In some circumstances, the availability of derivatives with similar risk characteristics to corresponding indices may be limited. Alternatively, pricing of a short position at a particular point in time may be preferable to the pricing of a corresponding derivatives contract.
(b) Granting the Requested Relief would expand the scope of available tools at the disposal of the Filer, as portfolio manager, to achieve market hedging, and thereby provide the Filer, as portfolio manager, with the best execution and best liquidity.
(c) The Requested Relief is generally less risky than certain derivatives transactions by allowing the Fund to, in part, mitigate against settlement risk (i.e., the risk that one of the parties to the derivatives contract defaults under the derivatives contract). Use of derivatives may also be incrementally riskier by exposing the Fund to operational risk (e.g., the case of a party to a derivatives contract failing to maintain adequate internal procedures or controls including intra-day settlements or managing closing-out the transaction) and liquidity risk.
25. The Requested Relief would allow the Filer, as portfolio adviser of the Funds, greater flexibility and liquidity in pursuing a hedging strategy that reduces potential market volatility by expanding options for hedging to include selling highly liquid IPU Issuers short.
26. Notwithstanding the Requested Relief, the Funds would otherwise still be required to comply with all of the requirements applicable to alternative mutual funds in subsections 2.6.1 and 2.6.2 of NI 81-102, subject to the Existing Relief and any additional relief which may be granted by the securities regulatory authorities.
27. The Requested Relief would not change a Fund's obligation to comply with the Aggregate Exposure Limit. The Aggregate Exposure Limit would continue to apply. A decision to grant the Requested Relief would not permit a Fund to exceed the Aggregate Exposure Limit through a combination of investment strategies.
28. In the event that a Fund's aggregate exposure ever exceeds the Aggregate Exposure Limit, subsection 2.9.1(5) of NI 81-102 would require the Fund to, as quickly as commercially reasonable, take all necessary steps to reduce the aggregate exposure to 300% of the Fund's NAV or less.
29. Each short sale by a Fund will be made in a manner consistent with the Fund's investment objective(s), strategies and restrictions.
30. In connection with the Existing Relief and the Requested Relief, each Fund has implemented (or will implement) the following controls when conducting a short sale:
(a) the Fund assumes (or will assume) the obligation to return to the borrowing agent the securities borrowed to effect the short sale;
(b) the Fund receives (or will receive) cash for the securities sold short within normal trading settlement periods for the market in which the short sale is effected;
(c) the Filer monitors (or will monitor) the short positions within the constraints of the Existing Relief and the Requested Relief as least as frequently as daily;
(d) the security interest provided by the Fund over any of its assets that is required to enable the Fund to effect a short sale transaction is made in accordance with industry practice for that type of transaction and relates only to obligations arising under such short sale transactions;
(e) the Filer maintains (or will maintain) appropriate internal controls regarding short sales, including written policies and procedures for the conduct of short sales, risk management controls and proper books and records; and
(f) the Filer keeps (or will keep) proper books and records of short sales and all assets of a Fund deposited with borrowing agents as security;
31. Each Fund's Prospectus will contain adequate disclosure of the Fund's short selling activities, including the material terms of the Requested Relief.
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 Requested Relief is granted provided that:
(a) the only securities that a Fund will sell short (other than Government Securities, in a manner consistent with the Existing Relief), resulting in the aggregate market value of the securities of an issuer sold short by the Fund exceeding 10% of the Fund's NAV at the time of sale, will be IPUs of IPU Issuers;
(b) the relief granted by this decision only applies in respect of a Fund's short sales of IPUs of an IPU Issuer and each Fund will comply with the Concentration Restriction in respect of its exposure to the securities held by each IPU Issuer, the IPUs of which the Fund sells short. For each IPU of an IPU Issuer the Fund sells short, the Fund will be considered to be directly selling short its proportionate share of the securities held by the IPU Issuer, except that it will not be considered to be directly selling short a security or instrument that is a component of, but represents less than 10% of, the securities held by the IPU Issuer;
(c) a Fund may sell an IPU of an IPU Issuer short or borrow cash only if, immediately after the transaction: (i) the aggregate market value of all securities sold short by the Fund (excluding Government Securities) does not exceed 100% of the NAV of the Fund; and (ii) the aggregate market value of securities sold short by the Fund (excluding Government Securities) combined with the aggregate value of cash borrowing by the Fund does not exceed 100% of the NAV of the Fund;
(d) each Fund will otherwise comply with all of the requirements applicable to alternative mutual funds in the applicable provisions of NI 81-102, subject to the Existing Relief and any other relief which may be granted therefrom by the securities regulatory authorities;
(e) a Fund's aggregate exposure to short selling, cash borrowing and specified derivatives used for purposes other than hedging will not exceed the Aggregate Exposure Limit;
(f) each short sale will be made consistent with the Fund's investment objectives and investment strategies; and
(g) each Fund's Prospectus discloses, or will disclose at the time of its next renewal, as applicable, that the Fund is able to sell short IPUs of one or more IPU Issuers in an amount up to 100% of the Fund's NAV at the time of sale, including the material terms of this decision.
Application File #: 2025/0536
SEDAR+ File #: 6336775
Capstone Asset Management Inc.
Multilateral Instrument 11-102 Passport System and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- National Instrument 41-101, Part 19 -- An investment fund wants relief from the requirement in s. 3.1(2) to use the prescribed form of prospectus -- A fund structure is offering both ETF and non-ETF mutual fund securities, any disclosure required in a standard ETF prospectus form that is not contemplated by a mutual fund's simplified prospectus will be included, an ETF facts document will be filed for the ETF securities, ETF securities investors will receive an ETF Facts document.
National Instrument 41-101, Part 19 Underwriter's Certificate Relief -- Requirement under section 5.9 of NI 41-101 to include an underwriter's certificate in the ETF's prospectus -- The designated brokers and authorized dealers do not provide the same services in connection with a distribution of the ETF's securities as would typically be provided by an underwriter in a conventional underwriting, will not be involved in the preparation of the fund prospectus, will not perform any review or independent due diligence as to the content of the fund prospectus, and will not incur any marketing costs or receive any underwriting fees or commissions from the ETFs or the Filer in connection with the distribution of ETF securities.
National Instrument 62-104, Part 6 Take-Over Bids -- Exemption from the formal take-over bid requirements -- Take-over bid relief for the purchases of listed securities of the ETFs in the normal course through the facilities of the NEO Exchange or another marketplace in Canada -- It is not possible for one of more securityholders to exercise control or direction over the ETF, the number of outstanding ETF Securities will always be in flux as a result of the ongoing issuance and redemption of listed securities by each ETF, and there is no incentive to acquire control or offer to pay a control premium for outstanding ETF securities because pricing for each ETF Security will generally reflect its net asset value.
National Instrument 81-102, s. 19.1 -- An investment fund wants relief from the borrowing requirement in s.2.6(1)(a)(i) -- The fund may only borrow from its custodian, the borrowing in respect of a distribution cannot exceed the portion of the distribution that represents amounts that are payable to the fund but have not been received by the fund from issuers of securities in the fund's portfolio and also cannot exceed five percent of the net assets of the fund, the borrowing is limited to a 45-day period, security interests granted in respect of the borrowing are consistent with industry practices and is only in respect of amounts owed as a result of the borrowing, the fund's final prospectus will disclose potential borrowing by the fund as well its purpose and risks.
National Instrument 81-102, s.19.1 -- A fund structure that offers series of both ETF securities and non-ETF mutual fund securities wants technical relief from the requirements in Parts 9, 10 and 14 -- The fund's ETF securities and non-ETF mutual fund securities will each comply with Parts 9, 10 and 14 of NI 81-102 as if the ETF securities and non-ETF mutual fund securities were separate funds.
National Instrument 41-101 General Prospectus Requirements, ss. 3.1(2), and 5.9 and 19.1.
National Instrument 62-104 Take-Over Bids and Issuer Bids, Part 2 and s. 6.1.
National Instrument 81-102 Investment Funds, ss. 2.6(1)(a), Parts 9, 10 and 14, and 19.1.
October 10, 2025
¶ 1 The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Maker) has received an application from the Filer on behalf of two proposed mutual funds to be managed by the Filer and expected to be named Capstone Biblically Informed Canadian Equity Fund and Capstone Biblically Informed U.S. Equity Fund (together, the Proposed Mutual Funds) and such other mutual funds (together with the Proposed Mutual Funds, the Mutual Funds) or alternative mutual funds as are managed or may be managed by the Filer now or in the future that offer both ETF Securities (as defined below) and Mutual Fund Securities (as defined below) in the same fund (collectively with the Mutual Funds, the Funds, and each, a Fund) for a decision under the securities legislation of the Jurisdictions (the Legislation) that exempts:
(a) the Filer and each Fund from the requirement in section 3.1(2) of National Instrument 41-101 General Prospectus Requirements (NI 41-101) to prepare and file a long form prospectus for the ETF Securities in the form prescribed by Form 41-101F2 Information Required in an Investment Fund Prospectus (Form 41-101F2) (the ETF Prospectus Form Relief);
(b) the Filer and each Fund from the requirement in section 5.9 of NI 41-101 to include a certificate of an underwriter in a Fund's prospectus in respect of each class or series of ETF Securities (the Underwriter's Certificate Relief);
(c) a person or company purchasing ETF Securities in the normal course through the facilities of the TSX (as defined below) or another Marketplace (as defined below) from the Take-Over Bid Requirements (as defined below) in Part 2 of National Instrument 62-104 Takeover Bids and Issuer Bids (NI 62-104) (the Take-Over Bid Relief);
(d) each Mutual Fund that is not an alternative mutual fund from section 2.6(1)(a)(i) of National Instrument 81-102 Investment Funds (NI 81-102) to permit the Mutual Fund to borrow cash from the custodian of the Mutual Fund (the Custodian) and, if required by the Custodian, to provide a security interest over any of its portfolio assets as a temporary measure to fund the portion of any distribution payable to Securityholders (as defined below) that represents, in the aggregate, amounts that are owing to, but not yet received by, the Mutual Fund (the Borrowing Relief); and
(e) the Filer and each Fund from the requirements of Parts 9, 10 and 14 of NI 81-102 to permit the Filer and each Fund to treat the ETF Securities and the Mutual Fund Securities as if such securities were separate funds in connection with their compliance with the provisions of Parts 9, 10 and 14 of NI 81-102 (the Sales and Redemptions Relief),
(paragraphs (a) to (e), collectively, the Exemption Sought).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application):
(a) the British Columbia Securities Commission (BCSC) is the principal regulator for the application,
(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in Alberta, Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Prince Edward Island, Quebec, Saskatchewan and Yukon, and
(c) the decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.
¶ 2 Terms defined in National Instrument 14-101 Definitions, MI 11-102 and NI 81-102 have the same meaning if used in this decision, unless otherwise defined. The following terms used in this decision have the following meanings.
Affiliate Dealer means a registered dealer that is an affiliate of an Authorized Dealer (as defined below) or Designated Broker (as defined below) and that participates in the resale of Creation Units (as defined below) from time to time.
Authorized Dealer means a registered dealer that has entered, or intends to enter, into an agreement with the manager of a Fund authorizing the dealer to subscribe for, purchase and redeem Creation Units from one or more Funds on a continuous basis from time to time.
Basket of Securities means, in relation to the ETF Securities of a Fund, a group of securities or assets representing the constituents of the Fund.
Designated Broker means a registered dealer that has entered, or intends to enter, into an agreement with the Filer on behalf of a Fund to perform certain duties in relation to the ETF Securities of the Fund, including the posting of a liquid two-way market for the trading of the Fund's ETF Securities on the TSX or another Marketplace.
ETF Facts means an ETF facts document required pursuant to NI 41-101 in respect of one or more classes or series of ETF Securities being distributed under a prospectus.
ETF Securities means securities of an exchange-traded class or series of a Fund that are listed or will be listed on the TSX or another Marketplace and, under the ETF Prospectus Form Relief, will be distributed pursuant to a simplified prospectus prepared in accordance with NI 81-101 and Form 81-101F1.
Form 81-101F1 means Form 81-101F1 Contents of Simplified Prospectus.
Fund Facts means a fund facts document required pursuant to NI 81-101 in respect of one or more classes or series of Mutual Fund Securities being distributed under a prospectus.
Marketplace means a marketplace as defined in National Instrument 21-101 Marketplace Operation that is located in Canada.
Mutual Fund Securities means securities of a non-exchange-traded class or series of a Fund that are or will be distributed pursuant to a simplified prospectus prepared in accordance with NI 81-101 and Form 81-101F1.
NI 81-101 means National Instrument 81-101 Mutual Fund Prospectus Disclosure.
Other Dealer means a registered dealer that is not an Authorized Dealer, Designated Broker or Affiliate Dealer.
Prescribed Number of ETF Securities means, in relation to a Fund, the number of ETF Securities of the Fund determined by the Filer from time to time for the purpose of subscription orders, exchanges, redemptions or for other purposes.
Prospectus Delivery Requirement means the requirement that a dealer, not acting as agent of the purchaser, who receives an order or subscription for a security offered in a distribution to which the prospectus requirement of the Legislation applies, send or deliver to the purchaser or its agent, unless the dealer has previously done so, the latest prospectus and any amendment either before entering into an agreement of purchase and sale resulting from the order or subscription, or not later than midnight on the second business day after entering into that agreement.
Securityholders means beneficial or registered holders of ETF Securities or Mutual Fund Securities of a Fund, as applicable.
Take-over Bid Requirements means the requirements of NI 62-104 relating to take-over bids, including the requirement to file a report of a take-over bid and to pay the accompanying fee, in each Jurisdiction.
TSX means the Toronto Stock Exchange.
¶ 3 This decision is based on the following facts represented by the Filer:
The Filer
1. the Filer is a corporation organized under the laws of Canada;
2. the head office of the Filer is located at Suite 210 -- 19923 80A Avenue, Langley, British Columbia, V2Y 0E2;
3. the Filer is registered as:
(a) a portfolio manager in Alberta, British Columbia, Manitoba, Newfoundland and Labrador, Ontario, Prince Edward Island and Quebec;
(b) an investment fund manager in British Columbia, Manitoba, Newfoundland and Labrador, Ontario and Quebec; and
(c) an exempt market dealer in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Prince Edward Island, Quebec and Saskatchewan.
4. the Filer is, or will be, the investment fund manager of each Fund;
5. the Filer is not in default of securities legislation in any jurisdiction of Canada;
The Funds
6. each Fund is, or will be, a mutual fund structured as a trust or a corporation or a class thereof that is governed by the laws of a jurisdiction of Canada or the laws of Canada. Each Fund is, or will be, a reporting issuer in the jurisdictions of Canada in which its securities are distributed. Each Fund offers, or will offer, ETF Securities and Mutual Fund Securities;
7. subject to any exemptions therefrom that have been, or may be, granted by the applicable securities regulatory authorities, each Fund is, or will be, subject to NI 81-102 and Securityholders will have the right to vote at a meeting of Securityholders in respect of matters prescribed by NI 81-102;
8. the Filer has or will file a preliminary simplified prospectus in respect of the Mutual Fund Securities and the ETF Securities of the Proposed Mutual Funds, as well as Fund Facts for each series of Mutual Fund Securities and ETF Facts for each series of ETF Securities of the Proposed Mutual Funds, with the securities regulatory authorities in each of the jurisdictions of Canada;
9. the Filer has applied to list ETF Securities of the Proposed Mutual Funds on the TSX or another Marketplace. The Filer will not file a final simplified prospectus to qualify ETF Securities for the Proposed Mutual Funds until the applicable Marketplace has conditionally approved the listing of such ETF Securities;
10. mutual fund securities may be subscribed for or purchased directly from a Fund through mutual fund dealers, investment dealers and their representatives that are registered under applicable securities legislation in the jurisdictions in which they are offered for sale;
11. ETF Securities will be distributed on a continuous basis in one or more of the jurisdictions of Canada under a simplified prospectus in the form prescribed by Form 81-101F1. ETF Securities may generally only be subscribed for or purchased directly from the Funds (Creation Units) by Authorized Dealers or Designated Brokers. Generally, subscriptions or purchases may only be placed for a Prescribed Number of ETF Securities (or a multiple thereof) on any day when there is a trading session on the TSX or other Marketplace. Authorized Dealers or Designated Brokers subscribe for Creation Units for the purpose of facilitating investor purchases of ETF Securities on the TSX or another Marketplace;
12. in addition to subscribing for and reselling their Creation Units, Authorized Dealers, Designated Brokers and Affiliate Dealers will also generally be engaged in purchasing and selling ETF Securities of the same class or series as the Creation Units in the secondary market. Other Dealers may also be engaged in purchasing and selling ETF Securities of the same class or series as the Creation Units in the secondary market despite not being an Authorized Dealer, Designated Broker or Affiliate Dealer;
13. each Designated Broker or Authorized Dealer that subscribes for Creation Units must deliver, in respect of each Prescribed Number of ETF Securities to be issued, a Basket of Securities and/or cash in an amount sufficient so that the value of the Basket of Securities and/or cash delivered is equal to the net asset value of the ETF Securities subscribed for, next determined following the receipt of the subscription order for Creation Units. In the discretion of the Filer, the Funds may also accept subscriptions for Creation Units in cash only, in securities other than Baskets of Securities and/or in a combination of cash and securities other than Baskets of Securities, in an amount equal to the net asset value of the ETF Securities subscribed for next determined following the receipt of the subscription order;
14. upon notice given by the Filer from time to time and, in any event, not more than once quarterly, a Designated Broker may be contractually required to subscribe for Creation Units of a Fund for cash in an amount not to exceed a specified percentage of the net asset value of the Fund or such other amount established by the Filer;
15. the Designated Brokers and Authorized Dealers will not receive any fees or commissions in connection with the issuance of Creation Units to them. On the issuance of Creation Units, the Filer or a Fund may, in the Filer's discretion, charge a fee to a Designated Broker or an Authorized Dealer to offset the expenses incurred in issuing the Creation Units;
16. each Fund will appoint a Designated Broker to perform certain other functions, which include standing in the market with a bid and ask price for its ETF Securities for the purpose of maintaining liquidity for the ETF Securities;
17. except for Authorized Dealer and Designated Broker subscriptions for Creation Units, as described above, and other distributions that are exempt from the Prospectus Delivery Requirement under the Legislation, ETF Securities generally will not be able to be purchased directly from a Fund. Investors are generally expected to purchase and sell ETF Securities, directly or indirectly, through dealers executing trades through the facilities of the TSX or another Marketplace. ETF Securities may also be issued directly to Securityholders upon a reinvestment of distributions of income or capital gains;
18. securityholders that are not Designated Brokers or Authorized Dealers that wish to dispose of their ETF Securities may generally do so by selling their ETF Securities on the TSX or other Marketplace, through a registered dealer, subject only to customary brokerage commissions. A Securityholder that holds a Prescribed Number of ETF Securities or multiple thereof may exchange such ETF Securities for Baskets of Securities and/or cash in the discretion of the Filer. Securityholders may also redeem ETF Securities for cash at a redemption price equal to 95% of the closing price of the ETF Securities on the TSX or other Marketplace on the date of redemption, subject to a maximum redemption price of the applicable net asset value per ETF Security;
ETF Prospectus Form Relief
19. the Filer believes it is more efficient and expedient to include all of the classes and series of each Fund, including the Mutual Fund Securities and ETF Securities of a Fund, in one prospectus form instead of two different prospectus forms and that this presentation will assist in providing full, true and plain disclosure of all material facts relating to all classes and series of securities of a Fund;
20. the Filer will ensure that any additional disclosure included in the simplified prospectus relating to the ETF Securities will not interfere with an investor's ability to differentiate between the Mutual Fund Securities and the ETF Securities and their respective attributes.
21. the Funds will comply with Parts 3B, 3C and 3D of NI 41-101 when preparing, filing and delivering ETF Facts for the ETF Securities;
Underwriter's Certificate Relief
22. authorized Dealers and Designated Brokers will not provide the same services in connection with a distribution of Creation Units as would typically be provided by an underwriter in a conventional underwriting;
23. the Filer will generally conduct its own marketing, advertising and promotion of the Funds to the extent permitted by its registrations;
24. authorized Dealers and Designated Brokers will not be involved in the preparation of a Fund's prospectus, will not perform any review or any independent due diligence to the content of a Fund's prospectus, and will not incur any marketing costs or receive any underwriting fees or commissions from the Funds or the Filer in connection with the distribution of ETF Securities. The Authorized Dealers and Designated Brokers generally seek to profit from their ability to create and redeem ETF Securities by engaging in arbitrage trading to capture spreads between the trading prices of ETF Securities and their underlying securities and by making markets for their clients to facilitate client trading in ETF Securities;
25. neither the Filer nor the Funds will pay any fees or commissions to the Designated Brokers and Authorized Dealers. As the Designated Brokers and Authorized Dealers will not receive any remuneration in connection with distributing ETF Securities and as the Authorized Dealers will change from time to time, it is not practical to provide an underwriter's certificate in the prospectus of the Funds;
Take-over Bid Relief
26. as equity securities that will trade on the TSX or another Marketplace, it is possible for a person or company to acquire such number of ETF Securities so as to trigger the application of the Take-over Bid Requirements. However:
(a) it will be difficult for one or more Securityholders to exercise control or direction over a Fund, as the constating documents of each Fund will provide that there can be no changes made to such Fund that do not have the support of the Filer;
(b) in respect of a Fund structured as a corporation or class thereof, it will not be possible for one or more Securityholders to exercise control or direction over the Fund as the Fund will be a class of non-voting shares of a mutual fund corporation (which only has those voting rights available under corporate law and those prescribed by NI 81-102, which, for greater certainty, will not include the right to vote in connection with the election of directors of such mutual fund corporation);
(c) it will be difficult for purchasers of ETF Securities of a Fund to monitor compliance with the Take-over Bid Requirements because the number of outstanding ETF Securities of the Fund will always be in flux as a result of the ongoing issuance and redemption of ETF Securities by such Fund; and
(d) the way in which ETF Securities will be priced deters anyone from either seeking to acquire control, or offering to pay a control premium for outstanding ETF Securities because pricing for each ETF Security will generally reflect the net asset value of the ETF Securities.
27. the application of the Take-over Bid Requirements to a Fund would have an adverse impact on the liquidity of the ETF Securities, because they could cause the Designated Brokers and other large Securityholders to cease trading ETF Securities once the Designated Brokers or other large Securityholders reach the prescribed threshold at which the Take-over Bid Requirements apply. This, in turn, could serve to provide conventional mutual funds with a competitive advantage over a Fund;
Borrowing Relief
28. section 2.6(1)(a)(i) of NI 81-102 prevents a mutual fund from borrowing cash or providing a security interest over its portfolio assets unless the transaction is a temporary measure to accommodate redemption requests or to settle portfolio transactions and does not exceed five percent of the net assets of the mutual fund. As a result, a Mutual Fund that is not an alternative mutual fund is not permitted under section 2.6(1)(a)(i) to borrow from the Custodian to fund distributions under its Distribution Policy (as defined below);
29. each Mutual Fund that is not an alternative mutual fund will make distributions on a monthly, quarterly or annual basis or at such frequency as the Filer may, in its discretion, determine appropriate, may make additional distributions and, in each taxation year, will distribute sufficient net income and net realized capital gains so that it will not be liable to pay income tax under Part I of the Income Tax Act (Canada) (the Tax Act), and for each Mutual Fund structured as a corporation or a class thereof, under Part IV of the Tax Act on taxable dividends from taxable Canadian corporations (collectively, the Distribution Policy);
30. amounts included in the calculation of net income and net realized capital gains of a Mutual Fund for a taxation year that must be distributed in accordance with its Distribution Policy sometimes include amounts that are owing to but have not actually been received by the Mutual Fund from the issuers of securities held in the Mutual Fund's portfolio (Issuers);
31. while it is possible for a Mutual Fund to maintain a portion of its assets in cash or to dispose of securities in order to obtain any cash necessary to make a distribution in accordance with its Distribution Policy, maintaining such a cash position or making such a disposition (which would generally be followed, when the cash is actually received from the Issuers, by an acquisition of the same securities) will impact the Mutual Fund's performance. Maintaining assets in cash or disposing of and reacquiring the same securities would preclude a portion of the net asset value of the Mutual Fund from being invested in accordance with its investment objective;
32. the Filer is of the view that it is in the interests of a Mutual Fund that is not an alternative mutual fund to have the ability to borrow cash from its Custodian and, if required by the Custodian, to provide a security interest over its portfolio assets as a temporary measure to fund the portion of any distribution payable to Securityholders that represents, in the aggregate, amounts that are owing to, but have not yet been received by, the Fund from the Issuers. While such borrowing will have a cost, the Filer expects that such costs will be less than the reduction to the Mutual Fund's performance if the Mutual Fund had to hold cash instead of securities in order to fund the distribution;
Sales and Redemptions Relief
33. parts 9, 10 and 14 of NI 81-102 do not contemplate both Mutual Fund Securities and ETF Securities being offered in a single fund structure. Accordingly, without the Sales and Redemptions Relief, the Filer and the Funds would not be able to technically comply with those parts of NI 81-102; and
34. the Exemption Sought will permit the Filer and the Funds to treat the ETF Securities and the Mutual Fund Securities as if such securities were separate funds in connection with their compliance with Parts 9, 10 and 14 of NI 81-102. The Exemption Sought will enable each of the ETF Securities and Mutual Fund Securities to comply with Parts 9, 10 and 14 of NI 81-102, as appropriate, for the type of security being offered.
¶ 4 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 ETF Prospectus Form Relief is granted, provided that:
(a) the Filer files a simplified prospectus in respect of the ETF Securities in accordance with the requirements of NI 81-101 and Form 81-101F1, other than the requirements pertaining to the filing of a Fund Facts;
(b) the Filer includes disclosure required pursuant to Form 41-101F2 (that is not contemplated by Form 81-101F1) in respect of the ETF Securities in the disclosure it otherwise prepares in accordance with Form 81-101F1;
(c) the Funds comply with the provisions of NI 81-101 when filing any prospectus or amendment thereto; and
(d) the Filer includes disclosure regarding this decision under the heading Additional Information in each Fund's simplified prospectus.
The decision of the Decision Makers under the Legislation is that each of the Underwriter's Certificate Relief and the Take-Over Bid Relief is granted.
The decision of the Decision Makers under the Legislation is that the Borrowing Relief is granted, provided that each Mutual Fund that is not an alternative mutual fund:
(a) in respect of a distribution, does not borrow
(i) in an amount that exceeds the portion of the distribution that represents, in the aggregate, amounts that are payable to the Mutual Fund but have not been received by the Mutual Fund from the Issuers and, in any event, does not exceed five percent of the net assets of the Mutual Fund, or
(ii) for a period longer than 45 days;
(b) ensures that any security interest it provides in respect of such borrowing is consistent with industry practice for the type of borrowing and is only in respect of amounts owing as a result of the borrowing;
(c) does not make any distribution to Securityholders where the distribution would impair the Mutual Fund's ability to repay any borrowing to fund distributions; and
(d) discloses, in the final prospectus or amendment thereto, the potential borrowing, the purpose of the borrowing and the risks associated with the borrowing.
The decision of the Decision Makers under the Legislation is that the Sales and Redemptions Relief is granted, provided that the Filer and each Fund:
(a) with respect to the Fund's Mutual Fund Securities, comply with the provisions of Parts 9, 10 and 14 of NI 81-102 that apply to mutual funds that are not exchange-traded mutual funds; and
(b) with respect to the Fund's ETF Securities, comply with the provisions of Parts 9 and 10 of NI 81-102 that apply to exchange-traded mutual funds.
Temporary, Permanent & Rescinding Issuer Cease Trading Orders
Company Name |
Date of Temporary Order |
Date of Hearing |
Date of Permanent Order |
Date of Lapse/Revoke |
|
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THERE IS NOTHING TO REPORT THIS WEEK. |
||||
Company Name |
Date of Order |
Date of Revocation |
|
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THERE IS NOTHING TO REPORT THIS WEEK. |
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Temporary, Permanent & Rescinding Management Cease Trading Orders
Company Name |
Date of Order |
Date of Lapse |
|
||
THERE IS NOTHING TO REPORT THIS WEEK. |
||
Outstanding Management & Insider Cease Trading Orders
Company Name |
Date of Order or Temporary Order |
Date of Hearing |
Date of Permanent Order |
Date of Lapse/Expire |
Date of Issuer Temporary Order |
|
|||||
Performance Sports Group Ltd. |
19 October 2016 |
31 October 2016 |
31 October 2016 |
__________ |
__________ |
Company Name |
Date of Order |
Date of Lapse |
|
||
Agrios Global Holdings Ltd. |
September 17, 2020 |
__________ |
|
||
Sproutly Canada, Inc. |
June 30, 2022 |
__________ |
|
||
iMining Technologies Inc. |
September 30, 2022 |
__________ |
|
||
Alkaline Fuel Cell Power Corp. |
April 4, 2023 |
__________ |
|
||
mCloud Technologies Corp. |
April 5, 2023 |
__________ |
|
||
FenixOro Gold Corp. |
July 5, 2023 |
__________ |
|
||
HAVN Life Sciences Inc. |
August 30, 2023 |
__________ |
|
||
Perk Labs Inc. |
April 4, 2024 |
__________ |
|
||
Dye & Durham Limited |
September 30, 2025 |
__________ |
Issuer Name:
Principal Regulator -- Ontario
Type and Date:
Offering Price and Description:
Underwriter(s) or Distributor(s):
Promoter(s):
Filing #06298253
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Principal Regulator -- Ontario
Type and Date:
Offering Price and Description:
Underwriter(s) or Distributor(s):
Promoter(s):
Filing #06308910
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Principal Regulator -- Ontario
Type and Date:
Offering Price and Description:
Underwriter(s) or Distributor(s):
Promoter(s):
Filing #06345584
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Principal Regulator -- Quebec
Type and Date:
Offering Price and Description:
Underwriter(s) or Distributor(s):
Promoter(s):
Filing #06258831
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Principal Regulator -- Ontario
Type and Date:
Offering Price and Description:
Filing # 06309327
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Fairfax Financial Holdings Limited
Principal Regulator -- Ontario
Type and Date:
Offering Price and Description:
Filing # 06343658
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Principal Regulator -- Ontario
Type and Date:
Offering Price and Description:
Filing # 06322243
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Principal Regulator -- Ontario
Type and Date:
Offering Price and Description:
Filing # 06322156
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Principal Regulator -- Ontario
Type and Date:
Offering Price and Description:
Filing # 06346029
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Principal Regulator -- British Columbia
Type and Date:
Offering Price and Description:
Filing # 06344486
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Principal Regulator -- British Columbia
Type and Date:
Offering Price and Description:
Filing # 06344990
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Principal Regulator -- British Columbia
Type and Date:
Offering Price and Description:
Filing # 06345172
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Principal Regulator -- Ontario
Type and Date:
Offering Price and Description:
Filing # 06343194
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Principal Regulator -- British Columbia
Type and Date:
Offering Price and Description:
Filing # 06345552
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Principal Regulator -- Ontario
Type and Date:
Offering Price and Description:
Filing # 06344898
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Principal Regulator -- British Columbia
Type and Date:
Offering Price and Description:
Filing # 06343502
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Principal Regulator -- Ontario
Type and Date:
Offering Price and Description:
Filing # 06339290
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Type |
Company |
Category of Registration |
Effective Date |
|
|||
Change Registration Category |
Van Berkom and Associates Inc. |
From: Investment Fund Manager and Portfolio Manager |
October 7, 2025 |
|
|
To: Exempt Market Dealer, Investment Fund Manager and Portfolio Manager |
|
|
|||
New Registration |
Morningside Capital Inc. |
Portfolio Manager and Exempt Market Dealer |
October 7, 2025 |
|
|||
New Registration |
Three Capital Management Inc. |
Portfolio Manager and Exempt Market Dealer |
October 8, 2025 |
|
|||
Amalgamation |
CI Investments Inc. and Marret Asset Management Inc. |
Portfolio Manager, Investment Fund Manager, Exempt Market Dealer, Commodity Trading Counsel and Commodity Trading Manager |
October 1, 2025 |
|
To form: CI Investments Inc. |
|
|
Canadian Investment Regulatory Organization (CIRO) -- Republication of Proposed Amendments Respecting Fully Paid Lending and Financing Arrangements -- Request for Comment
CIRO is republishing for comment proposed revisions to the proposed amendments to Investment Dealer and Partially Consolidated (IDPC) Rules respecting fully paid securities lending and financing arrangements, originally published in Bulletin 24-0067 (Revised Proposed Amendments).
CIRO is particularly seeking comments on the revised proposal not to proceed with codifying the existing restriction that limits retail fully paid securities lending to non-registered accounts. Contemplated amendments to the Income Tax Act, which would clarify the permissibility of fully paid lending in registered accounts, calls into question the basis for maintaining this restriction under the CIRO rules. By making this revision now, CIRO aims to ensure regulatory harmonization and minimize the need for future rule revisions.
A copy of the CIRO Bulletin, including the text of the Revised Proposed Amendments, is also available on the Commission's website at www.osc.ca. The comment period ends on November 16, 2025.
Taiwan Futures Exchange Corporation -- Application for Exemption from Recognition as a Clearing Agency -- OSC Staff Notice and Request for Comment
Taiwan Futures Exchange Corporation (TAIFEX) has applied to the Ontario Securities Commission (Commission) for an order pursuant to section 147 of the Securities Act (Ontario) (OSA) to exempt it from the requirement to be recognized as a clearing agency in subsection 21.2(0.1) of the OSA (the Application).
TAIFEX is a private company incorporated in Taiwan pursuant to the Companies Act (Taiwan) that is subject to supervision and oversight by the Financial Supervisory Commission of Taiwan (FSC). TAIFEX is licensed by the FSC to operate a futures and options exchange and as a clearing agency and central counterparty (CCP) for exchange-traded derivatives (ETD) and over the counter (OTC) derivatives.
TAIFEX is recognized by the European Securities and Markets Authority as a Third Country CCP under the European Market Infrastructure Regulation and has obtained temporary recognition from the Bank of England as a Third Country CCP under applicable EU Exit regulations. TAIFEX is also subject to an order issued by the U.S. Commodity Futures Trading Commission exempting TAIFEX from the requirement to register as a Derivatives Clearing Organization under the U.S. Commodity Exchange Act. TAIFEX is designated as a "prescribed facility" in Australia and subject to an exemption from Article 2, paragraph (28) of the Financial Instruments and Exchange Act of Japan in connection with its clearing of Taiwanese Dollar IRS.
TAIFEX proposes to offer access to its clearing and settlement facilities for ETDs and for Taiwanese Dollar-related OTC derivatives to prospective participants in Ontario, either directly or through an intermediary.
To carry on business in Ontario, TAIFEX must be recognized as a clearing agency under the OSA or apply for an exemption from the recognition requirement. Among other factors set out in the Application, TAIFEX is seeking an exemption from the recognition requirement on the basis that it is subject to a comparable regulatory and oversight regime by the FSC in its home jurisdiction of Taiwan.
In the Application, TAIFEX describes its requirements under applicable Taiwanese laws and regulations that are generally comparable or that achieve similar outcomes to the requirements of National Instrument 24-102 Clearing Agency Requirements (NI 24-102). Subject to comments received, staff propose to recommend to the Commission that it grant TAIFEX an exemption order in the form of the proposed draft order attached at Appendix A (Draft Order). We are prepared to recommend to the Commission that it exempt TAIFEX because it does not currently pose significant risk to Ontario's capital markets and is subject to a comparable regulatory and oversight regime in another jurisdiction by its home regulator. A copy of TAIFEX's Application can be found on the Commission website.
In determining whether a clearing agency poses significant risk to Ontario, we consider the level of activity of the clearing agency in Ontario and other qualitative and quantitative factors.
The Draft Order requires TAIFEX to comply with various terms and conditions set forth in Schedule "A" to the Draft Order, including relating to:
1. Regulation of TAIFEX
2. Governance
3. Scope of clearing services in Ontario
4. Reporting requirements
5. Information sharing
The Draft Order also acknowledges that the scope of the terms and conditions imposed by the Commission, or the determination as to whether it is appropriate that TAIFEX continue to be exempted from the requirement to be recognized as a clearing agency, may change as a result of the Commission's monitoring of developments in international and domestic capital markets, TAIFEX's activities or regulatory status, or any changes to the laws of Taiwan or Ontario affecting trading in or clearing and settlement of securities.
The Commission is publishing the Application and Draft Order for public comment. We are seeking comments on all aspects of the Application and Draft Order.
You are asked to provide your comments in writing, via e-mail and delivered on or before November 17, 2025, addressed to the attention of:
The confidentiality of submissions cannot be maintained as the comment letters and a summary of written comments received during the comment period will be published. All comments received will be posted on the website of the OSC at http:\\www.osc.ca. Therefore, you should not include personal information directly in comments to be published. It is important that you state on whose behalf you are making the submission.
Questions may be referred to:
ORDER
(Section 147 of the OSA)
WHEREAS Ontario Securities Commission (Commission) has received an application (Application) from the Taiwan Futures Exchange Corporation (TAIFEX) pursuant to section 147 of the OSA requesting an order exempting TAIFEX from the requirement to be recognized as a clearing agency under subsection 21.2(0.1) of the OSA in order to provide its derivatives clearing services to Ontario-resident entities;
AND WHEREAS TAIFEX has represented to the Commission that:
1.1 TAIFEX is a private company incorporated in Taiwan on September 9, 1997 pursuant to the Company Act (Taiwan) having its registered office and head office in Taiwan.
1.2 TAIFEX operates a regulated futures exchange (Exchange) in addition to acting as a central counterparty (CCP) clearing agency for exchange-traded derivatives (ETD Clearing Agency) for all classes of exchange-traded derivatives (i.e., futures and options contracts) entered into on the Exchange (ETDs or Exchange-Traded Derivatives) and, since July 25, 2022, as a CCP clearing agency for over-the-counter derivatives (OTCD Clearing Agency and, collectively with the ETD Clearing Agency, Clearing Agency) for certain specified classes of over-the-counter derivatives (OTC Derivatives) executed by counterparties independently from TAIFEX. TAIFEX operates the ETD clearing business and OTC Derivatives clearing business separately, maintaining distinct clearing rules, membership agreements, clearing and settlement funds, and IT systems. Additionally, both businesses are financially independent, with separate accounting practices ensuring clear segregation of financial obligations and resources.
1.3 TAIFEX is licensed to operate the Exchange and act as a Clearing Agency by Taiwan's Financial Services Commission (FSC), the governmental agency responsible for supervising securities and futures markets and derivatives clearing agencies in Taiwan. The FSC is required to supervise the Clearing Agency on an ongoing basis.
1.4 TAIFEX observes the international standards applicable to financial market infrastructures described in the April 2012 report named Principles for financial market infrastructures (PFMIs) as discussed in its PFMI Disclosure Report and related PFMI Self-Assessment Report each dated as of October 1, 2024.
1.5 TAIFEX is recognized by the European Securities and Markets Authority as a Tier 1 Third-Country CCP under Article 25(2) of the European Market Infrastructure Regulation and is subject to an order issued by the U.S. Commodity Futures Trading Commission that exempts TAIFEX from the requirement to register as a Derivatives Clearing Organization under Section 5b(h) of the U.S. Commodity Exchange Act. In addition, TAIFEX has been exempted by the Financial Services Agency of Japan (JFSA) for its New Taiwan Dollar Interest Rate Swap (TWD IRS) clearing service.
1.6 Entities approved by the FSC that satisfy the other membership criteria set out in TAIFEX's rules are eligible to apply for membership as Clearing Participants of TAIFEX's Clearing Agency for OTC Derivatives and/or ETDs (Clearing Participants).
1.7 TAIFEX's membership criteria cover professional qualifications, financial integrity, regulated status of an applicant, and the ability of the applicant to meet and continue to meet the standards set out by TAIFEX.
1.8 TAIFEX anticipates that Ontario-based entities that have their head office or principal place of business in Ontario may be interested in becoming Clearing Participants of TAIFEX (Ontario Clearing Participants). TAIFEX also anticipates that other entities that have a head office or principal place of business in Ontario and that are "local customers" as defined in National Instrument 94-102 Derivatives: Customer Clearing and Protection of Customer Collateral and Positions (NI 94-102) may be interested in using TAIFEX's customer clearing services (each an Ontario Customer).
1.9 TAIFEX will provide Ontario Customers with an individual segregated account structure for client clearing, ensuring strict separation of positions and margin. Each Clearing Participant's proprietary positions and margin are fully segregated from those of its customers, and the positions and margin of each Ontario Customer will be maintained in individually segregated accounts with TAIFEX at all times, regardless of whether the Ontario Customer is an affiliate of the Clearing Participant.
For the ETD market, a Clearing Participant must deposit the clearing margin it receives from customers with TAIFEX. TAIFEX does not allow for the netting of positions across different customer accounts. Additionally, Ontario Customers will be permitted to clear through an indirect intermediary and may onboard indirect clients who clear through them.
For the OTC market, a Clearing Participant must immediately deposit the full amount of customer margin with TAIFEX upon receipt. The OTC Operating Rules prohibit netting of positions across different customer accounts. Unlike for ETD clearing, for OTC Derivatives clearing TAIFEX does not permit Ontario Customers to clear through an "indirect intermediary" as defined in NI 94-102 or to onboard indirect clients who would clear through them.
1.10 TAIFEX will only allow Ontario Clearing Participants and Ontario Customers to clear the following product types: (a) for ETDs: Equity Index Futures and Options, Equity Futures and Options, cash-settled Commodity Futures and Options and FX Futures (the ETD Permitted Clearing Services); and (b) for OTC Derivatives: Taiwanese Dollar interest rate swaps and FX forwards referencing the Taiwanese Dollar (specifically, Non-Deliverable Forwards between Taiwanese Dollars and U.S. Dollars) (the OTC Permitted Clearing Services).
1.11 Each Clearing Participant is required to provide TAIFEX with, and maintain on a daily basis for so long as it is a Clearing Participant, eligible collateral with a value sufficient to satisfy its margin, default fund (for OTC Derivatives), and clearing and settlement fund (for ETDs) requirements as calculated by TAIFEX in accordance with the rules of its Clearing Agencies.
1.12 The TAIFEX OTC Operating Rules and the ETD Operating Rules (including in particular the default procedures contained within them) govern the processes that apply to Clearing Participants in the case of a Clearing Participant default. Clearing Participants remain responsible for the credit risk of their customers.
1.13 As required by the Futures Trading Act (Taiwan), TAIFEX has established a financial safeguards system to provide optimal risk management protections. These include a segregated financial safeguard waterfall for cleared OTC Derivatives that is designed to ensure that TAIFEX has sufficient resources to cover defaulting Clearing Participant losses in a wide range of potential stress scenarios including the extreme scenario where the two largest Clearing Participants and their affiliates default at the same time. Upon the default of an OTC Derivatives Clearing Participant, TAIFEX will consult the default management group for advice on hedging the defaulting Clearing Participant's position risks, and formulating hedging strategies. TAIFEX will seek to auction the defaulting Clearing Participant's remaining house portfolio to other participants and will then close out all remaining open house positions as required.
1.14 TAIFEX has also established similar safeguards for the ETD Clearing Agency. These include a segregated financial safeguard waterfall for ETDs that is designed to ensure that TAIFEX has sufficient resources to cover defaulting Clearing Participant losses in a wide range of potential stress scenarios including the extreme scenario when the largest Clearing Participant and its affiliates default at the same time. Upon default of an ETD Clearing Participant, TAIFEX will convene an emergency response meeting on the disposal of positions and margins of the Clearing Participant. TAIFEX may open a default handling account for a Clearing Participant that has executed a succession agreement, and liquidate proprietary positions held by such defaulting Clearing Participant.
1.15 Clearing Participants must successfully complete simulated default tests to demonstrate they have the appropriate expertise and operational processes in place prior to beginning clearing operations. Once live, all Clearing Participants are required to participate in default simulations regularly to confirm their operational readiness to manage a Clearing Participant default.
1.16 TAIFEX will not establish an office or have a physical presence or employees in Ontario or elsewhere in Canada.
1.17 TAIFEX submits that it does not pose a significant risk to the Ontario capital markets and is subject to an appropriate regulatory and oversight regime in Taiwan.
AND WHEREAS TAIFEX has agreed to the terms and conditions as set out in Schedule "A" to this order;
AND WHEREAS TAIFEX is required to comply with National Instrument 24-102 Clearing Agency Requirements and OSC Rule 91-507 Derivatives: Trade Reporting, as applicable;
AND WHEREAS based on the Application and the representations that TAIFEX has made to the Commission, in the Commission's opinion the granting of the order to exempt TAIFEX from the requirement to be recognized as a clearing agency would not be prejudicial to the public interest;
AND WHEREAS TAIFEX has acknowledged to the Commission that the scope of and the terms and conditions imposed by the Commission attached hereto as Schedule "A" to this order, or the determination whether it is appropriate that TAIFEX continue to be exempted from the requirement to be recognized as a clearing agency, may change as a result of the Commission's monitoring of developments in international and domestic capital markets, TAIFEX's activities, or as a result of any changes to the laws in Taiwan or Ontario affecting trading in or clearing and settlement of derivatives or securities;
IT IS HEREBY ORDERED by the Commission that pursuant to section 147 of the OSA, TAIFEX is exempt from the requirement to be recognized as a clearing agency under subsection 21.2(0.1) of the OSA;
PROVIDED THAT TAIFEX complies with the terms and conditions attached hereto as Schedule "A".
DATED this [•] day of [•], 2025.
Unless the context requires otherwise, the terms used in this Schedule "A" have the meanings ascribed to them in Ontario securities law (including terms defined elsewhere in this order).
1. TAIFEX must comply with Ontario securities law (as defined in the OSA) and, where applicable, Ontario commodity futures law (as provided in the Commodity Futures Act (Ontario)).
2. TAIFEX's OTC Permitted Clearing Services must comply with National Instrument 94-102 Derivatives: Customer Clearing and Protection of Customer Collateral and Positions (NI 94-102), except where and to the extent that TAIFEX has obtained an order exempting TAIFEX from the requirements of NI 94-102 and complies with the terms of such order.
3. TAIFEX's activities in Ontario will be limited to providing CCP services for products listed in paragraph 1.10 above, for and on behalf of Ontario Clearing Participants and Ontario Customers (Permitted Clearing Services).
4. Prior to first admitting a Clearing Participant that is an Ontario-resident entity, Taifex shall obtain a legal opinion that confirms the closeout netting and collateral enforcement provisions of the OTC Operating Rules and the ETD Operating Rules are effective in respect of such proposed Ontario-resident Clearing Participant under applicable laws of Ontario and the federal laws of Canada applicable therein.
5. TAIFEX must maintain its status as a licensed and designated clearing agency for ETDs and OTC Derivatives under the Futures Act or any comparable successor legislation, must comply with its ongoing regulatory requirements as a clearing agency and must remain subject to the regulatory oversight of the FSC or any successor supervisory authority.
6. TAIFEX must promote within TAIFEX a governance structure that minimizes the potential for any conflict of interest between TAIFEX and its shareholders that could adversely affect the clearing services permitted under this order or the effectiveness of TAIFEX's risk management policies, controls and standards.
7. TAIFEX will promptly provide staff of the Commission the following information to the extent that it is required to provide or to submit such information to FSC or its successor:
(a) details of any material legal proceeding instituted against TAIFEX;
(b) notification that TAIFEX has failed to comply with an undisputed obligation to pay money or deliver property to an Ontario Clearing Participant or an Ontario Customer for a period of thirty days after receiving notice from the applicable Clearing Participant of TAIFEX's past due obligation;
(c) notification that TAIFEX has instituted a petition for a judgment of bankruptcy or insolvency or similar relief, or to wind up or liquidate TAIFEX or has a proceeding for any such petition instituted against it;
(d) notification that TAIFEX has initiated its recovery plan;
(e) the appointment of a receiver or the making of any voluntary arrangement with creditors;
(f) the entering of TAIFEX into any resolution regime or the placing of TAIFEX into resolution by a resolution authority;
(g) material changes to its bylaws and rules where such changes would impact the services permitted by this order to be used by Ontario Clearing Participants or Ontario Customers; and
(h) new services or clearing of new types of products in the Permitted Clearing Services to be offered to Ontario Clearing Participants or Ontario Customers or services or products that will no longer be available to Ontario Clearing Participants or Ontario Customers; and
(i) any new category of membership in respect of the Permitted Clearing Services if Taifex expects that category of membership would be available to Ontario Clearing Participants or Ontario Customers.
8. TAIFEX will promptly notify staff of the Commission of any of the following:
(a) any material change to its business or operations;
(b) any material change or proposed material change to TAIFEX's status as a clearing agency under the Futures Act or in its regulatory oversight by the FSC.
(c) any material problems with the clearing and settlement of transactions that could materially affect the safety and soundness of TAIFEX;
(d) the admission of any new Ontario Clearing Participant or Ontario Customer;
(e) any event of default by, or removal from the Permitted Clearing Services of, an Ontario Clearing Participant or an Ontario Customer; and
(f) any material system failure of a Permitted Clearing Service used by an Ontario Clearing Participant or an Ontario Customer, including cybersecurity breaches.
9. TAIFEX must maintain and submit the following information to the Commission in a manner and form acceptable to the Commission on a quarterly basis within 30 days of the end of each calendar quarter, and at any time promptly upon the request of staff of the Commission:
(a) current lists of all Ontario Clearing Participants and Ontario Customers with their corresponding legal entity identifiers (LEIs), if any;
(b) a list of all Ontario Clearing Participants and Ontario Customers against whom disciplinary or legal action has been taken in the quarter by TAIFEX with respect to activities at TAIFEX, or to the best of TAIFEX's knowledge, by the FSC or any other authority in Taiwan that has or may have jurisdiction with respect to the relevant Ontario Clearing Participant or Ontario Customer's clearing activities at TAIFEX, provided that the Commission will maintain the confidentiality of the identity of any such Ontario Clearing Participant and Ontario Customer, unless (i) required by a court of competent jurisdiction, law, regulation or memorandum of understanding with a regulatory authority to release such identity, (ii) disclosure is permitted by or consistent with .the purposes of the OSA, or (iii) such identity is publicly available;
(c) a list of all investigations by TAIFEX in the quarter relating to Ontario Clearing Participants and Ontario Customers, provided that the Commission will maintain the confidentiality of the identity of any such Ontario Clearing Participant and Ontario Customer, unless (i) required by a court of competent jurisdiction, law, regulation or memorandum of understanding with a regulatory authority to release such identity, (ii) disclosure is permitted by or consistent with the purposes of the OSA, or (iii) such identity is publicly available;
(d) a list of all Ontario-resident applicants who have been denied Clearing Participant status in the quarter by TAIFEX;
(e) quantitative information in respect of the Permitted Clearing Services used by the Ontario Clearing Participants and Ontario Customers, broken down by each Clearing Participant (identified by LEI) that (i) is an Ontario Clearing Participant, or (ii) is not an Ontario Clearing Participant but provides the Permitted Clearing Services to an Ontario Customer, if applicable, including the following:
(i) the end of the quarter level, maximum and average daily open interest, number of transactions and notional value of transactions cleared during the quarter for each Ontario Clearing Participant and Ontario Customer, by product type;
(ii) the percentage of end of quarter level and average daily open interest, number of transactions and the notional value cleared during the quarter for all Clearing Participants that represents the end of quarter and average daily open interest, number of transactions and the notional value of transactions cleared during the quarter for each Ontario Clearing Participant and Ontario Customer, by product type;
(iii) the aggregate total margin amount required by TAIFEX on the last trading day during the quarter for each Ontario Clearing Participant and Ontario Customer; and
(v) the percentage of total margin required by TAIFEX, on the last trading day of the quarter, for all Clearing Participants that represents the total margin required for each Ontario Clearing Participant and Ontario Customer;
(f) the Default Fund or Clearing and Settlement Fund contribution for ETDs and OTC Derivatives, respectively, for each Ontario Clearing Participant on the last trading day during the quarter, and its proportion to the total Default Fund or Clearing and Settlement Fund contributions for ETDs and OTC Derivatives, respectively; and
(g) a summary of the risk management analysis related to the adequacy of TAIFEX's margins, Default Fund and Clearing and Settlement Fund requirements, including but not limited to stress testing and backtesting results.
10. TAIFEX must promptly provide such information as may be requested from time to time by, and otherwise cooperate with, the Commission or its staff, subject to any applicable privacy or other laws that would prevent the sharing of such information and subject to the application of solicitor-client privilege.
11. Unless otherwise prohibited under applicable law, TAIFEX will share information relating to regulatory and enforcement matters and otherwise cooperate with other recognized and exempt clearing agencies on such matters, as appropriate.