Ontario Securities Commission Bulletin
Issue 49/20 - May 21, 2026
Ont. Sec. Bull. Issue 49/20
• Notice of Correction -- Ontario Securities Commission et al.
• Franklin Templeton Investments Corp. and The Top Funds
• Fidelity Investments Canada ULC
• Temporary, Permanent & Rescinding Issuer Cease Trading Orders
• Temporary, Permanent & Rescinding Management Cease Trading Orders
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Notice of Correction -- Ontario Securities Commission et al.
File No. 2026-23
(2026), 49 OSCB 4392. Please be advised that the following typographical error has been corrected in the Order dated May 8, 2026 in the above matter:
• In the file number on the first page, "2026-26" is replaced with "2026-23".
[Editor's Note: The corrected order is republished in full in Chapter A.3 of this issue.]
Ontario Securities Commission et al.
FOR IMMEDIATE RELEASE
May 19, 2026
TORONTO -- The previously scheduled day of May 29, 2026 will not be used for the merits hearing in the above-named matter. The merits hearing, commenced on May 19, 2026, will continue on May 20, 21, 25, 28, June 1, 3, 4 and 5, 2026, at 10:00 a.m. on each day.
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 "View by Zoom" link on the Tribunal's hearing schedule, at capitalmarketstribunal.ca/en/hearing-schedule.
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Ontario Securities Commission et al. -- ss. 127(1), 127.1
BETWEEN:
File No. 2026-23
Adjudicators: |
M. Cecilia Williams (chair of the panel) |
Cathy Singer |
|
Alan Stewart |
May 8, 2026
(Subsection 127(1) and section 127.1 of the Securities Act, RSO 1990, c S.5)
WHEREAS on May 8, 2026, the Capital Markets Tribunal held a hearing by videoconference to consider the joint request for a settlement hearing filed by the Ontario Securities Commission and Stan Bharti and Neil Said for approval of settlement agreements dated April 10, 2026 (the Settlement Agreements);
ON READING the joint request for a settlement hearing, the Application for Enforcement Proceeding dated April 10, 2026, the Settlement Agreements and the written submissions of the Commission, on hearing the submissions of representatives for the Commission and the respondents, and on being advised by the Commission that it has received payments of all amounts in accordance with the terms of the Settlement Agreements;
IT IS ORDERED THAT:
1. the Settlement Agreements are approved;
2. with respect to Bharti:
a. pursuant to paragraphs 7 and 8.1 of s. 127(1) of the Securities Act (the Act), within 45 days from the date of this order, Bharti shall resign from any positions he holds as a director or officer of an issuer or registrant, except for 2051580 Ontario Inc., 2437357 Ontario Inc., or 2860485 Ontario Inc., (the Numbered Companies) provided that (i) Bharti, his spouse, the Bharti Investment Trust or his children are the only shareholders of the Numbered Companies, and (ii) only Bharti's spouse or his children are permitted to become, serve or act as the other directors or officers of the Numbered Companies for as long as Bharti remains a director or officer;
b. pursuant to paragraphs 8 and 8.2 of s. 127(1) of the Act, as of 45 days from the date of this order, Bharti is permanently prohibited from becoming or acting as a director or officer of any issuer or registrant, except for the Numbered Companies provided that (i) Bharti, his spouse, the Bharti Investment Trust or his children are the only shareholders of the Numbered Companies, and (ii) only Bharti's spouse or his children are permitted to become, serve or act as the other directors or officers of the Numbered Companies for as long as Bharti remains a director or officer;
c. pursuant to paragraph 8.5 of s. 127(1) of the Act, Bharti is permanently prohibited from becoming or acting as a registrant or promoter;
d. pursuant to paragraph 9 of s. 127(1) of the Act, Bharti shall pay to the Commission an administrative penalty of $785,000;
e. pursuant to paragraph 10 of s. 127(1) of the Act, Bharti shall disgorge to the Commission $915,000; and
f. pursuant to s. 127.1 of the Act, Bharti shall pay $50,000 to the Commission for costs of the investigation and hearing; and
3. with respect to Said:
a. pursuant to paragraphs 7 and 8.1 of s. 127(1) of the Act, Said shall resign from any positions he holds as a director or officer of an issuer or registrant, except that Said may continue as a director or officer of Neil Said Professional Corp., a non-reporting Ontario issuer through which he provides legal and consulting services, provided that none of the securities of Neil Said Professional Corp. are owned by or offered for sale to anyone other than Said;
b. pursuant to paragraphs 8 and 8.2 of s. 127(1) of the Act, Said is prohibited from becoming or acting as a director or officer of any issuer or registrant for a period of 5 years, except for Neil Said Professional Corp. provided that none of the securities of Neil Said Professional Corp. are owned by or offered for sale to anyone other than Said;
c. pursuant to paragraph 8.5 of s. 127(1) of the Act, Said is prohibited from becoming or acting as a registrant or promoter for a period of 5 years;
d. pursuant to paragraph 9 of s. 127(1) of the Act, Said shall pay to the Commission an administrative penalty of $200,000;
e. pursuant to paragraph 10 of s. 127(1) of the Act, Said shall disgorge to the Commission $854,000; and
f. pursuant to s. 127.1 of the Act, Said shall pay $46,000 to the Commission for costs of the investigation and hearing.
National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- Application for an order that the issuer is not a reporting issuer under applicable securities laws -- issuer unable to rely on the simplified procedure due to having more than 15 securityholders resident in Ontario -- relief granted.
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).
May 13, 2026
The principal regulator in the Jurisdiction has received an application from the Filer for an order under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).
Under the Process for Cease to be a Reporting Issuer Applications (for a passport application):
a) the Ontario Securities Commission is the principal regulator for this application; and
b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in all the provinces of Canada other than Ontario (together with the Jurisdiction, the Reporting Jurisdictions).
Terms defined in National Instrument 14-101 Definitions, and MI 11-102 have the same meaning if used in this order, unless otherwise defined.
This order is based on the following facts represented by the Filer:
1. The Filer is a corporation existing under the Business Corporations Act (Ontario).
2. The Filer's head office is located at 3601 HWY 7 E, Suite 1005, Markham, Ontario, L3R 0M3.
3. The Filer's authorized capital consists of an unlimited number of common shares and an unlimited number of preferred shares, of which 66,415,249 common shares and nil preferred shares were issued and outstanding as at April 10.
4. The Filer is a reporting issuer under the laws of each of the Reporting Jurisdictions and is not in default of its obligations under the securities laws of any of the Reporting Jurisdictions.
5. The Filer voluntarily delisted from the TSX Venture Exchange on December 24, 2010 and since then has remained an unlisted reporting issuer in all the provinces of Canada.
6. On March 24, 2026, at the special meeting of the Filer's shareholders (the Meeting), the shareholders of the Filer approved the consolidation and split (the Consolidation and Split) of the issued and outstanding common shares of the Filer (Shares), to be followed by an application of the Filer to cease being a reporting issuer in the Reporting Jurisdictions, whereby (i) holders of 98.50% of the Shares represented at the Meeting voted in favour of the Consolidation and Split; and (ii) holders of 96.41% of the Shares represented at the Meeting whose votes may be included in determining if minority approval was obtained pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (MI 61-101), being those shareholders known to hold less than 100,000 Shares, voted in favour of resolutions to approve the Consolidation and Split. Shareholders of the Filer holding an aggregate of 53,259,692 Shares, representing 80.19% of all issued and outstanding Shares, were present, in person or by proxy, at the Meeting.
7. Pursuant to the Consolidation and Split the issued and outstanding Shares would be consolidated on the basis of one (1) post-consolidation Share for each one hundred thousand (100,000) pre-consolidation Shares, followed by an immediate share split of the Shares on the basis of one hundred thousand (100,000) post-split Shares for each one pre-split, with the effect that shareholders holding one hundred thousand (100,000) or more Shares immediately prior to the Consolidation and Split would retain the same number of Shares following the Consolidation and Split, and shareholders holding fewer than one hundred thousand (100,000) Shares would have their Shares acquired for cash consideration of $0.005 per Share, provided that those shareholders whose Shares were not acquired pursuant to the Consolidation and Split could opt in any case to submit their shares to the Corporation for equivalent consideration of $0.005 per Share.
8. The Filer distributed the meeting materials (which included, among other things, the management information circular, notice of meeting, and letter of transmittal) relevant to the Meeting on March 3, 2026 to the shareholders of the Filer in accordance with applicable securities laws and regulations.
9. The Filer completed the Consolidation and Split effective April 13, 2026.
10. Immediately prior to the Consolidation and Split, the Filer's securityholders comprised the following:
a. nil holders of preferred shares of the Filer;
b. 198 holders of an aggregate of 66,415,249 issued and outstanding Shares; and
c. 14 holders of debentures of the Filer in the aggregate amount of US$1,320,035.
11. Following the Consolidation and Split, the Filer's securityholders comprise the following:
a. nil holders of preferred shares of the Filer;
b. 34 holders of Shares (each a "Continuing Shareholder");
c. 14 holders of debentures of the Filer, of which 12 such holders are not also Continuing Shareholders (each a "Continuing Debentureholder" and, collectively with the Continuing Shareholders, the "Continuing Securityholders").
12. 38 of the 46 Continuing Securityholders, or approximately 83% thereof, are represented by members of management or by employees of the Filer or are persons known directly by management of the Filer. Of the 46 Continuing Securityholders:
(i) 26 are resident in Ontario (representing approximately 68% of the issued and outstanding Shares);
(ii) 3 are resident in Alberta (representing approximately 20% of the issued and outstanding Shares);
(iii) 6 are resident in British Columbia (representing approximately 4% of the issued and outstanding Shares);
(iv) 1 is resident in Québec (representing approximately 4% of the issued and outstanding Shares); and
(v) 10 are resident in United States (representing approximately 4% of the issued and outstanding Shares).
13. Pursuant to the Consolidation and Split, all Continuing Shareholders had the option to exit their interests in the Filer for consideration of $0.005 per Share in advance of this application by the Filer to cease to be a reporting issuer.
14. All the debentures continue to be governed by and subject to their terms as established and governed prior to the Consolidation and Split.
15. The Filer is not eligible to surrender its status as a reporting issuer pursuant to the simplified procedure under section 19 of National Policy 11-206 Process for Cease to be a Reporting Issuer Applications ("NP 11-206") as the Shares and debentures are not beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada.
16. The Filer is not eligible to surrender its status as a reporting issuer pursuant to the modified procedure under section 20 of NP 11-206 as the Filer is not incorporated or organized under the laws of a foreign jurisdiction, does not file continuous disclosure reports under U.S. Securities laws and is not listed on a U.S. exchange.
17. Although the Filer does not, in part, meet the criteria set forth in subsection 19(b) of NP 11-206, the Filer meets the remaining "simplified procedure" criteria set forth in section 19 of NP 11-206 as follows:
a. The Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets.
b. The outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 51 securityholders in total worldwide.
c. No securities of the Filer, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported.
d. The Filer is not in default of securities legislation in any jurisdiction.
18. The Filer has no intention to seek public financing by way of an offering of securities.
19. There is no obligation or covenant related to the outstanding debentures of the Filer to maintain its status as a reporting issuer in any jurisdiction of Canada.
20. The Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the Reporting Jurisdictions.
21. Upon granting of the Order Sought, the Filer will no longer be a reporting issuer or the equivalent thereof in any jurisdiction of Canada.
The principal regulator is satisfied that the order meets the test set out in the Legislation for the principal regulator to make the order.
The decision of the principal regulator under the Legislation is that the Order Sought is granted.
OSC File #: 2026-139
National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- Application for an order that the issuer is not a reporting issuer under applicable securities laws -- issuer unable to rely on the simplified procedure due to a filing default -- relief granted.
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).
The Ontario Securities Commission (the "OSC") has received an application from the Filer for an order under the securities legislation of the Jurisdiction of the principal regulator (the "Legislation") that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the "Order Sought").
Under the Process for Cease to be a Reporting Issuer Applications (for a passport application):
a) The OSC is the principal regulator for this application; and
b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island, Quebec, Saskatchewan, and Yukon.
Terms defined in National Instrument 14-101 Definitions, and MI 11-102 have the same meaning if used in this order, unless otherwise defined.
This order is based on the following facts represented by the Filer:
1. The Filer is a corporation existing under the Business Corporations Act (British Columbia);
2. The Filer is a reporting issuer in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, the Northwest Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island, Quebec, Saskatchewan, and the Yukon Territories.
3. On March 20, 2026 (the "Effective Date"), all of the issued and outstanding common shares of the Filer were acquired by 1561611 B.C. Ltd., a wholly owned subsidiary of Coeur (the "Purchaser") in consideration of 0.4959 shares of Coeur common stock for each common share of the Filer pursuant to the arrangement agreement dated November 2, 2025 by and among Coeur, the Purchaser, and the Filer (the "Arrangement");
4. The Arrangement was approved by stockholders of Coeur and shareholders of the Filer at special meetings of stockholders and shareholders on January 27, 2026;
5. The final order of the Supreme Court of British Columbia to approve the Arrangement was issued on January 30, 2026, with the closing of the Arrangement being the Effective Date;
6. The common shares of the Filer were delisted from the NYSE American and the Toronto Stock Exchange as of the close of markets on March 20, 2026, and March 23, 2026, respectively;
7. The Filer is not in default of securities legislation in any jurisdiction, except that the Filer did not file its annual information form for the year ended December 31, 2025 (the "Filing") by March 31, 2026 in accordance with National Instrument 51-102 Continuous Disclosure Obligations.
8. The requirement to file the Filing did not arise until after completion of the Arrangement;
9. The Filer is not eligible to use the simplified procedure under NP 11-206 as it is in default for failure to file the Filing;
10. But for the fact that the Filer is in default of securities legislation as a result of failing to file the Filing that were due after the completion of the Arrangement, the Filer would be eligible for the simplified procedure set out in NP 11-206;
11. Upon granting the Order Sought, the Filer will no longer be a reporting issuer in any jurisdiction of Canada;
12. The Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets;
13. The outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide;
14. No securities of the Filer, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported;
15. The Filer has no intention to seek public financing by way of an offering of securities; and
16. The Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the jurisdictions in Canada in which it is currently a reporting issuer.
The principal regulator is satisfied that the order meets the test set out in the Legislation for the principal regulator to make the order.
The decision of the principal regulator under the Legislation is that the Order Sought is granted.
DATED at Toronto on this 8th day of May, 2026.
OSC File #: 2026-143
Multilateral Instrument 11-102 Passport System and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- Securities Act s. 88 Cease to be a reporting issuer in BC -- The securities of the issuer are beneficially owned by not more than 50 persons and are not traded through any exchange or market -- The issuer is not an OTC reporting issuer; the securities of the issuer are beneficially owned by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders worldwide; no securities of the issuer are traded on a market in Canada or another country; the issuer is not in default of securities legislation except it has not filed certain continuous disclosure documents.
National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- The securities of the issuer are beneficially owned by not more than 50 persons and are not traded through any exchange or market -- The issuer is not an OTC reporting issuer; the securities of the issuer are beneficially owned by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders worldwide; no securities of the issuer are traded on a market in Canada or another country; the issuer is not in default of securities legislation except it has not filed certain continuous disclosure documents; issuer completed a plan of compromise and arrangement pursuant to the Companies' Creditors Arrangement Act (Canada).
Securities Act, R.S.B.C. 1996, c. 418, s. 88.
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).
Citation: 2026 BCSECCOM 163
May 12, 2026
¶ 1 The securities regulatory authority or regulator in each of the Jurisdictions (Decision Maker) has received an application from the Filer for an order under the securities legislation of the Jurisdictions (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).
Under the Process for Cease to be a Reporting Issuer Applications (for a dual application):
(a) the British Columbia Securities Commission is the principal regulator for this application,
(b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in Alberta, and
(c) this order is the order 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 and MI 11-102 have the same meaning if used in this order, unless otherwise defined.
¶ 3 This order is based on the following facts represented by the Filer:
1. the Filer is a corporation governed by the Business Corporations Act (British Columbia) with its head office located at 745 Thurlow Street, Suite 2400, Vancouver, British Columbia, V6C 0C5;
2. the Filer is a reporting issuer under the laws of British Columbia, Alberta and Ontario;
3. the Filer's authorized share capital consists of an unlimited number of common shares and an unlimited number of compressed shares;
4. the Filer is a global provider of cannabis business solutions including inhalation technologies, cultivation, manufacturing, processing, brand development and retail;
5. prior to the implementation of the Plan (defined below) the Filer had outstanding notes issued to junior secured noteholders pursuant to junior secured note purchase agreements (the Junior Secured Notes);
6. on January 12, 2026, the Filer completed the implementation of a plan of compromise and arrangement (the Plan) under the Companies' Creditors Arrangement Act (CCAA) whereby: (1) all existing equity of the Filer, except New Shares (defined below), was cancelled and extinguished without any consideration or other compensation; (2) the amended and restated guarantee dated February 15, 2023 granted by the Filer and its subsidiaries to holders of Junior Secured Notes was cancelled and of no further force and effect and all obligations of the Filer thereunder were discharged without any return of capital and with no compensation; (3) the debt pursuant to the Junior Secured Notes was reduced to $1,000 on a pro rata basis amongst holders of Junior Secured Notes; (4) holders of Junior Secured Notes entered into a release of debt agreement; and (5) the holders of Junior Secured Notes received the New Shares (defined below);
7. following the implementation of the Plan, there are 1,000 common shares of the Filer (the New Shares) and no compressed shares issued and outstanding, and the New Shares are held by 6 shareholders of the Filer;
8. in the context of the Plan, on November 7, 2025, the Supreme Court of British Columbia (the Court) made an initial order (the Interim Order) authorizing the Filer to incur no further expenses in relation to any filings (including financial statements), disclosures, core or non-core documents, restatements, amendments to existing filings, press release or any actions (collectively, the Securities Filings) that may be required by any federal, provincial or other law respecting securities or capital markets in Canada, or by the rules and regulations of a stock exchange, including, without limitation, the Securities Act (British Columbia) and comparable statutes enacted by other provinces of Canada, and any rules, regulations and policies of the Cboe Canada Exchange (collectively, the Securities Provisions). Further, the Interim Order stipulated that nothing in s.27 of the Interim Order shall prohibit any securities regulator or stock exchange from taking any action or exercising any discretion that it may have of a nature described in section 11.1(2) of the CCAA as a consequence of the Filer failing to make any Securities Filings required by the Securities Provisions;
9. pursuant to the Interim Order, the Court, inter alia, appointed PricewaterhouseCoopers as monitor of the Filer under the CCAA proceedings;
10. on November 17, 2025: (1) the Court approved a meeting order (the Meeting Order), pursuant to which the Court ordered a meeting of the holders of Junior Secured Notes to seek approval of the Plan; and (2) the Court accepted and approved implementation of the Plan;
11. on November 18, 2025, the common shares of the Filer were delisted from the Cboe Canada Inc.;
12. on November 7, 2025, the common shares of the Filer were halted from quotation on the OTCID marketplace operated by OTC Markets Group, Inc and the Financial Industry Regulatory Authority deleted the trading symbol TLLTF effective April 10, 2026;
13. the Filer has no intention to seek public financing by way of an offering of securities in Canada or elsewhere or to make or maintain a market in securities of the Filer;
14. upon the granting of the Order Sought, the Filer will no longer be a reporting issuer or the equivalent in any jurisdiction in Canada;
15. the Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 -- Issuers Quoted in the U.S. Over-the-Counter Markets;
16. the outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide;
17. no securities of the Filer, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported;
18. the Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer;
19. the Filer is not in default of Canadian securities legislation other than its obligation to file (i) on or before November 14, 2025 its interim financial statements and related management's discussion and analysis for the quarter ended September 30, 2025 and (ii) on or before March 31, 2026, its annual information form and annual financial statements and related management's discussion and analysis for the fiscal year ended December 31, 2025, as required under National Instrument 51-102 Continuous Disclosure Obligations and the related certificates as required under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (collectively, the Interim and Annual Filings);
20. the deadlines for filing the Interim and Annual Filings did not arise until after the Interim Order was granted by the Court;
21. the Filer's failure to file the Interim and Annual Filings was a result of the financial distress that led to the Filer initiating proceedings under CCAA;
22. the Filer is not eligible to use the simplified procedure under National Policy 11-206 Process for Cease to be a Reporting Issuer Applications (NP 11-206) as it is in default for failure to file the Interim and Annual Filings;
23. except for the fact that the Filer failed to file the Interim and Annual Filings, the Filer would be eligible for the simplified procedure under NP 11-206; and
24. the Filer acknowledges that, in granting the Order Sought, the Decision Maker is not expressing any opinion or approval as to the terms of the Plan.
¶ 4 Each of the Decision Makers is satisfied that the order meets the test set out in the Legislation for the Decision Maker to make the order.
The decision of the Decision Makers under the Legislation is that the Order Sought is granted.
OSC File #: 2026-64
1. Quantus Investment Corp. (the Firm) has been registered under the Ontario Securities Act (the Act) as a portfolio manager since July 16, 2010, and as an exempt market dealer since October 29, 2010. The Firm was previously also registered as an investment fund manager from July 16, 2010, until the Firm surrendered its investment fund manager registration effective September 10, 2015.
2. The Firm's financial year-end is October 31.
3. The Firm has failed to file its 2025 audited financial statements and Form 31-103F1 Calculation of Excess Working Capital (Form F1), which were due within 90 days of its financial year end, in accordance with the requirements of Part 12 of NI 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103).
4. On February 24, 2026, the individual registered as the Firm's Ultimate Designated Person (UDP) and Chief Compliance Officer (CCO) notified RIE that the Firm was unable to (a) meet the minimum excess working capital requirements, which are set out in Part 12 or NI 31-103, or (b) pay audit fees. He also confirmed that the Firm had not facilitated any trades or conducted any registerable activity since October 2025, that the Firm's portfolio manager registration has not been used in many years, and that the Firm would halt business activities for 30 days and assess if it would be necessary to relinquish the Firm's registrations.
5. On April 10, 2026, on behalf of the RIE Division, Allison McBain, Compliance Examiner, notified the Firm's UDP and CCO in writing that the RIE Division had recommended to the Director that the Firm's registration be suspended.
6. April 28, 2026, the Firm's UDP and CCO confirmed that the Firm would consent to the Firm's registration being suspended.
7. Pursuant to section 28 of the Act, in considering whether to continue the registration of a person or company, the Director is required to consider whether the person or company is not suitable for registration, has failed to comply with Ontario securities laws or whether the registration is otherwise objectionable.
8. I am of the view that the Firm is no longer suitable for registration, given that it is unable to comply with the financial reporting and minimum excess working capital required by Part 12 of NI 31-103.
9. It is my decision that the Firm's registration be suspended.
May 11, 2026
Franklin Templeton Investments Corp. and The Top Funds
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Relief from the investment fund conflict of interest investment restrictions and management company reporting requirements in paragraphs 111(2)(b) and (c) and subsection 111(4) and 117(1)1 of the Securities Act (Ontario), the self-dealing restriction for registered advisers in paragraph 13.5(2)(a) of NI 31-103, and the fund-on-fund investment restrictions in paragraphs 2.5(2)(a) and (c) of NI 81-102 to permit public investment funds to invest a portion of their assets in related underlying investments and underlying funds that are not reporting issuers -- Relief granted subject to conditions.
Securities Act, R.S.O. 1990, c. S.5, as am., ss. 111(2)(b), 111(2)(c)(i) & (ii), 111(4), 113, 117(1)1 and 117(2).
National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 13.5(2)(a) and 15.1.
National Instrument 81-102 Investment Funds, ss. 2.5(2)(a) and 2.5(2)(c) and 19.1.
May 14, 2026
The principal regulator in the Jurisdiction has received an application from the Filer, on behalf of each of the Filer, the Filer's affiliates, the investment funds managed by the Filer or by an affiliate of the Filer that are reporting issuers subject to National Instrument 81-102 Investment Funds (NI 81-102) and National Instrument 81-107 Independent Review Committee for Investment Funds (NI 81-107) (the Existing Top Funds) and any future investment funds managed by the Filer or an affiliate of the Filer that are, or will be, reporting issuers subject to NI 81-102 and NI 81-107 (the Future Top Funds, and together with the Existing Top Funds, theTop Funds) for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation):
1. exempting the Top Funds from the restrictions in the Legislation which prohibit:
(a) an investment fund from knowingly making an investment in a person or company in which the investment fund, alone or together with one or more related investment funds, is a substantial security holder,
(b) an investment fund from knowingly making an investment in an issuer in which
i. any officer or director of the investment fund, its management company or distribution company or an associate of any of them, or
ii. any person or company who is a substantial security holder of the investment fund, its management company or its distribution company,
has a significant interest, and
(c) an investment fund, its management company or its distribution company from knowingly holding an investment described in paragraph (a) or (b) above,
2. exempting the Filer and each affiliate that is a registered adviser for a Top Fund from the prohibition in paragraph 13.5(2)(a) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103) against knowingly causing a Top Fund to invest in securities of any issuer in which a responsible person or an associate of a responsible person is a partner, officer or director, unless the fact is disclosed to the client and the written consent of the client to the investment is obtained before the purchase (this restriction, together with the restrictions described in paragraph 1 above are referred to herein as the Investment Fund Conflict of Interest Investment Restrictions), and
3. exempting the Filer and each affiliate that acts as manager of a Top Fund from the requirement to prepare a report in accordance with the requirements of the Legislation of every transaction by a Top Fund involving a purchase of securities from, or sale of securities to, any related person or company (the Investment Fund Conflict of Interest Reporting Requirement),
to permit each Top Fund to invest a portion of its assets in any collective investment scheme that is not an investment fund, and is, or will be, managed by the Filer or an affiliate of the Filer (the Underlying Investments), and
4. exempting each Top Fund from the restrictions in paragraphs 2.5(2)(a) and 2.5(2)(c) of NI 81-102 that prohibit an investment fund from investing in securities of an investment fund that is not subject to NI 81-102 and is not a reporting issuer in any Jurisdiction (the Fund-of-Fund Restrictions),
to permit each Top Fund to invest a portion of its assets in (i) Franklin BSP Real Estate Debt Fund, an investment fund established as a trust under the laws of the Province of Ontario, that is not a reporting issuer (the Initial Underlying Fund), and (ii) any future investment fund that is, or will be, managed by the Filer or an affiliate of the Filer that will have non-traditional investment strategies (the Future Underlying Funds and, together with the Initial Underlying Fund, the Underlying Funds).
The relief sought herein from the Investment Fund Conflict of Interest Investment Restrictions, the Investment Fund Conflict of Interest Reporting Requirement and the Fund-of-Fund Restrictions is collectively referred to in this decision as the Exemption Sought.
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):
(a) the Ontario Securities Commission is the principal regulator for this application; and
(b) the Filer has provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Québec, Prince Edward Island, Saskatchewan and Yukon (together with Ontario, the Jurisdictions).
Terms defined in National Instrument 14-101 Definitions, NI 81-102, NI 81-107 and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.
This decision is based on the following facts represented by the Filer:
The Filer
1. The Filer is a corporation amalgamated under the laws of Ontario with its head office located in Toronto, Ontario.
2. The Filer is registered as (i) an investment fund manager in Alberta, British Columbia, Manitoba, Newfoundland & Labrador, Nova Scotia, Ontario and Québec, (ii) a portfolio manager, mutual fund dealer and exempt market dealer in each province of Canada and the Yukon territory; and (iii) a commodity trading manager in Ontario.
3. The Filer is the investment fund manager of the Existing Top Funds and the Initial Underlying Fund, and the Filer or an affiliate of the Filer will be the investment fund manager of the Future Top Funds and the Future Underlying Funds. To the extent that the Filer or an affiliate of the Filer is the investment fund manager of any Future Top Fund or Future Underlying Fund, the representations set out in this decision will apply to the same extent to such Future Top Fund or Future Underlying Fund.
4. The Filer or an affiliate of the Filer is, or will be, the manager of the Underlying Investments.
5. The Filer or an affiliate of the Filer is, or will be, a "responsible person" (as that term is defined in NI 31-103) of each Top Fund and each Underlying Investment.
6. The Filer is not in default of securities legislation in any of the Jurisdictions.
The Top Funds
7. The securities of each Top Fund are, or will be, distributed to investors pursuant to a prospectus prepared in accordance with National Instrument 41-101 General Prospectus Requirements or National Instrument 81-101 Mutual Fund Prospectus Disclosure, as applicable.
8. The securities of each Top Fund are, or will be, qualified for distribution in one or more Jurisdictions.
9. Each Top Fund is, or will be, a reporting issuer under the securities legislation of one or more Jurisdictions.
10. Each Top Fund may wish to invest in securities of the Underlying Funds and Underlying Investments, provided the investment is consistent with the Top Fund's investment objectives and strategies.
11. Each Top Fund will comply with the investment restrictions and practices provided in Part 2 of NI 81-102 (subject to any exemptive relief granted therefrom) in making any investment in an Underlying Fund or Underlying Investment and, in particular, will comply with the concentration restriction in section 2.1, the control restriction in section 2.2 and the illiquid assets restriction in section 2.4. Each Top Fund will treat securities of the Underlying Funds and Underlying Investments as illiquid assets for these purposes.
12. Each Top Fund qualifies to invest in securities of the Underlying Funds and Underlying Investments pursuant to applicable exemptions from the prospectus requirement under National Instrument 45-106 Prospectus Exemptions (NI 45-106) and/or the Legislation.
13. The Existing Top Funds are not in default of securities legislation of any of the Jurisdictions.
14. Each Top Fund is, or will be, subject to NI 81-107 and the manager of each Top Fund has established an independent review committee (the IRC) in order to review conflict of interest matters pertaining to its management of the Top Funds as required by NI 81-107.
The Underlying Funds and the Underlying Investments
15. Securities of the Initial Underlying Fund are, and any Future Underlying Funds or Underlying Investments will be, distributed solely to investors pursuant to exemptions from the prospectus requirements in accordance with NI 45-106 and/or the Legislation.
16. The Initial Underlying Fund has an offering memorandum which is provided to investors.
17. Each Underlying Fund and Underlying Investment produces, and will produce, audited financial statements on an annual basis, in accordance with generally accepted accounting principles with a qualified auditing firm as the auditor of those financial statements.
Initial Underlying Fund
18. The Initial Underlying Fund is an investment fund established as a trust under the laws of the Province of Ontario.
19. The investment objective of the Initial Underlying Fund is to invest substantially all of its assets in securities of Franklin BSP Real Estate Debt Fund (the FBRED Sub-Fund), a sub-fund of Franklin BSP Private Markets Fund SICAV SA, an investment company with variable capital -- Part II UCI (société d'investissement à capital variable -- fonds d'investissement soumis à la partie II de la loi de 2010) incorporated as a public limited liability company (société anonyme) with multiple compartments (à compartiments multiples), which seeks to achieve its investment objective by obtaining exposure to a portfolio of commercial real estate (CRE) debt investments, focused on senior secured, CRE loans across various Metropolitan Statistical Areas in the United States, and other real-estate related debt and equity investments, which may include subordinated debt.
20. The Initial Underlying Fund is an "investment fund" under the securities legislation of the Jurisdictions as it will invest substantially all of its assets in securities of FBRED Sub-Fund and generally will not invest for the purpose of exercising, or seeking to exercise, control over any issuer.
21. The Initial Underlying Fund is not subject to NI 81-102 and is not a reporting issuer in any of the Jurisdictions.
22. The net asset value (NAV) per security of the Initial Underlying Fund is calculated monthly by a party that is independent of the Filer.
23. The Initial Underlying Fund is not in default of securities legislation of any of the Jurisdictions.
24. No Top Fund will participate in the business or operations of the Initial Underlying Fund.
The Future Underlying Funds and Underlying Investments
25. Future Underlying Funds and Underlying Investments may be structured as limited partnerships, trusts or corporations governed by the laws of any of the Jurisdictions.
26. Each Future Underlying Fund will be an "investment fund" as such term is defined under the Legislation and will not be subject to NI 81-102.
27. Each Underlying Investment will not be an "investment fund" as such term is defined under the Legislation.
28. The Future Underlying Funds and Underlying Investments will not be reporting issuers in any of the Jurisdictions.
29. Each Underlying Investment will be operated in a manner similar to how the Filer operates its investment funds, including being administered by the Filer or an affiliate, having its assets managed by a portfolio manager, and calculating a NAV that is used to determine the purchase and redemption price of the securities of the Underlying Investment.
Investments by Top Funds in the Underlying Funds and Underlying Investments
30. An investment by a Top Fund in an Underlying Fund or Underlying Investment will only be made if the investment is compatible with the investment objectives of the Top Fund.
31. The Filer believes that an investment by a Top Fund in an Underlying Fund or Underlying Investment will provide the Top Fund with an efficient and cost-effective way to obtain exposure to diversified alternative and private asset classes (including private equity, private credit, private infrastructure, and private real estate), which are generally not available through investment funds that are reporting issuers or through direct investment. The Top Fund will also gain access to the investment expertise of the portfolio manager to the underlying assets of each Underlying Fund or Underlying Investment, as well as to their investment strategies and asset classes.
32. The Filer believes that an allocation to private equity, private credit, private infrastructure, private real estate and other alternative investments provides Top Fund investors with unique diversification opportunities and represents an appropriate investment tool for the Top Fund that has not been widely available in the past.
33. The Filer believes that it is in the best interests of the Top Funds to leverage the structure and strategy of each Underlying Fund or Underlying Investment in order to provide the Top Funds with exposure to a diversified array of alternative and private assets. The portfolio manager of the existing Underlying Fund possesses, and the portfolio managers of Future Underlying Funds or Underlying Investments will possess, expertise with respect to their asset classes that the portfolio management team of the Top Funds do not have, and employ investment approaches that the Filer cannot replicate internally.
34. Investments by a Top Fund in an Underlying Fund or Underlying Investment will be effected at an objective price. The Filer's policies and procedures provide that an objective price, for this purpose, will be the NAV per security of the applicable class or series of the Underlying Fund or Underlying Investment.
35. Each Top Fund is, or will be, valued and redeemable daily and the Underlying Funds or Underlying Investments may be potentially subject to redemption limitations, including lock-up periods, early redemption penalties and other restrictions on redemptions in a given period of time (collectively, Redemption Limitations).
36. An investment by a Top Fund in an Underlying Fund or Underlying Investment will only be made if such investment represents the business judgment of a responsible person uninfluenced by considerations other than the best interests of that Top Fund.
Generally
37. The Filer does not anticipate that any fees or sales charges would be incurred, directly or indirectly, by a Top Fund with respect to an investment in an Underlying Fund or Underlying Investment that, to a reasonable person, would duplicate a fee payable by the Top Fund to the Filer or by its investors.
38. In respect of an investment by a Top Fund in an Underlying Fund or Underlying Investment, no management fees or incentive fees will be payable by a Top Fund that, to a reasonable person, would duplicate a fee payable by the Underlying Fund or Underlying Investment for the same service.
39. A Top Fund's investment in an Underlying Fund or Underlying Investment will be disclosed to investors in that Top Fund's quarterly portfolio holding reports, financial statements, and fund facts or ETF facts documents, as applicable.
40. Where an investment is made by a Top Fund in an Underlying Fund or Underlying Investment, the annual and interim management reports of fund performance for the Top Fund will disclose the name of the related person in which an investment is made, being an Underlying Fund or Underlying Investment.
41. Where an investment is made by a Top Fund in an Underlying Fund or Underlying Investment, the records of portfolio transactions maintained by the Top Fund will include, separately for every portfolio transaction effected for the Top Fund by the Filer or through any affiliate of the Filer, the name of the related person in which an investment is made, being an Underlying Fund or Underlying Investment.
42. There will be no established, publicly available secondary market for securities of the Underlying Funds or Underlying Investments, nor will there generally be any redemption rights applicable to the Top Funds as investors in the Underlying Funds or Underlying Investments. As such, the Top Funds will not be able to readily dispose of their interests in an Underlying Fund or Underlying Investment and any interest that a Top Fund holds in an Underlying Fund or Underlying Investment will be considered an "illiquid asset" under NI 81-102.
43. The prospectus of each Top Fund will disclose in the next renewal or amendment thereto following the date of a decision evidencing the Exemption Sought, the fact that the Top Fund may invest, directly or indirectly, in Underlying Funds, which are investment funds managed by the Filer or an affiliate of the Filer, and/or Underlying Investments, which are collective investment vehicles managed by the Filer or an affiliate of the Filer.
44. Each Underlying Fund or Underlying Investment produces, or will produce, audited financial statements on an annual basis, in accordance with generally accepted accounting principles with a qualified auditing firm as the auditor of those financial statements.
45. Subject to compliance with section 2.2 of NI 81-102, the amount invested from time to time in an Underlying Investment by a Top Fund, together with one or more Top Funds, may exceed 20% of the outstanding voting securities of the Underlying Investment. This may result by reason of a group of Top Funds providing initial investments into the Underlying Investment on the start-up of the Underlying Investment. As a result, each Top Fund could, together with one or more other Top Funds, become a "substantial security holder" of an Underlying Investment within the meaning of the Legislation, further to which the Top Fund would be prohibited under the Legislation from knowingly purchasing and holding securities of an Underlying Investment. The Top Funds are, or will be, "related investment funds", as such term is defined in the Legislation by virtue of common management by the Filer or by an affiliate of the Filer.
46. In addition, an officer or director of the Filer or of an affiliate of the Filer may have a "significant interest" in an Underlying Investment and/or a person or company who is a substantial security holder of the Top Fund, the Filer or an affiliate of the Filer may have a "significant interest" in the Underlying Investment within the meaning of the Legislation, which would prohibit the Top Fund from investing in the Underlying Investment.
47. As the Filer or an affiliate of the Filer is, or will be, a "responsible person" of each Top Fund, the Filer or its affiliate would be prohibited by paragraph 13.5(2)(a) from causing a Top Fund to invest in an Underlying Investment in which a responsible person, or an associate of a responsible person is a partner, officer or director unless (i) this fact is disclosed to the client and (ii) the written consent of the client to the purchase is obtained before the purchase. It is impractical for the Filer to obtain the prior written consent from each investor in a Top Fund, given the widely held nature of the Top Fund.
48. Absent the Exemption Sought,
a. each Top Fund would be prohibited by the Investment Fund Conflict of Interest Investment Restrictions from (i) becoming a substantial securityholder of an Underlying Investment, alone or together with other Top Funds, and (ii) investing in an Underlying Investment in which an officer or director of the Filer or of an affiliate of the Filer has a significant interest or in which a person or company who is a substantial securityholder of the Top Fund or the Filer has a significant interest;
b. the Filer or an affiliate of the Filer acting as portfolio manager of a Top Fund would be prohibited by the Investment Fund Conflict of Interest Investment Restrictions from causing the Top Fund to invest in securities of an Underlying Investment without disclosing this fact and obtaining the written consent of each investor in the Top Fund before the purchase;
c. the Filer, or an affiliate of the Filer acting as the management company (as defined in the Legislation) of the Top Funds would be required by the Investment Fund Conflict of Interest Reporting Requirement to file a report of every transaction of purchase or sale of securities between the Top Funds and the Underlying Investments within 30 days after the end of the month in which such purchase or sale occurs; and
d. each Top Fund would be prohibited by the Fund-of-Fund Restrictions from purchasing or holding securities of an Underlying Fund because such Underlying Fund (i) is not, or will not be, subject to NI 81-102, and (ii) is not, or will not be, a reporting issuer in the Jurisdictions.
49. It would be costly and time-consuming for the Top Funds to comply with the Reporting Requirement.
50. The Filer considers that an investment by the Top Funds in the Underlying Funds or Underlying Investments raises "conflict of interest" matters within the meaning of NI 81-107 and, therefore, if the Exemption Sought is granted, the manager of the Top Fund will request approval from the IRC of the Top Funds to permit the investment of the Top Funds in the Underlying Funds and Underlying Investments, including by way of standing instructions. No such investments will be made until the IRC provides its approvals under section 5.2 of NI 81-107. The manager of the Top Funds will comply with section 5.1 of NI 81-107 and the manager of the Top Funds and the IRC of the Top Funds will comply with section 5.4 of NI 81-107 for any standing instructions the IRC provides in connection with the transactions. If the IRC becomes aware of an instance where the manager of a Top Fund did not comply with the terms of any decision evidencing the Exemption Sought, or a condition imposed by securities legislation or the IRC in its approval, the IRC of the Top Fund will, as soon as practicable, notify in writing the securities regulatory authority or regulator in the Jurisdiction under which the Top Fund is organized.
51. Investments in Underlying Funds and Underlying Investments are considered illiquid investments under NI 81-102 and, therefore, are not permitted to exceed 10% of the NAV of a Top Fund. Such investments are included as part of the calculation for the purposes of the illiquid asset restriction in section 2.4 of NI 81-102 for a Top Fund. NI 81-102 allows holdings in illiquid investments so long as the aggregate exposure to illiquid investments is within the thresholds of the rule. The Filer has its own liquidity policy and manages each Top Fund's liquidity prudently under the policy. Given the readily available liquidity of the remainder of each Top Fund's investment portfolio, the Filer believes that the risk of a Top Fund needing to liquidate its investment in these illiquid assets when markets are under stress or in other environments where liquidity may be reduced is remote.
52. A Top Fund's investment in an Underlying Investment or Underlying Fund will represent the business judgment of a responsible person uninfluenced by considerations other than the best interests of the Top Fund.
The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.
The decision of the principal regulator under the Legislation is that the Exemption Sought is granted provided that:
(a) a direct or indirect investment by a Top Fund in an Underlying Fund or Underlying Investment will be compatible with the investment objective and strategy of such Top Fund and included as part of the calculation for the purposes of the illiquid asset restriction in section 2.4 of NI 81-102;
(b) at the time of the purchase by a Top Fund of securities of an Underlying Fund or Underlying Investment, either (A) the Underlying Fund or Underlying Investment holds no more than 10% of its NAV in securities of other investment funds, or (B) the Underlying Fund or Underlying Investment:
(i) has adopted a fundamental investment objective to track the performance of another investment fund or similar investment product;
(ii) purchases or holds securities of investment funds that are "money market funds" (as such term is defined in NI 81-102); or
(iii) purchases or holds securities that are "index participation units" (as such term is defined in NI 81-102) issued by an investment fund;
(c) no sales or redemption fees will be payable by a Top Fund in relation to its purchases or redemptions of securities of the Underlying Fund or Underlying Investment, unless the Top Fund redeems its securities of the Underlying Fund or Underlying Investment during a Redemption Limitation, in which case a fee may be payable by the Top Fund;
(d) no management fees or incentive fees will be payable by a Top Fund that, to a reasonable person, would duplicate a fee payable by the Underlying Fund or Underlying Investment for the same service;
(e) the securities of an Underlying Fund or Underlying Investment held by a Top Fund will not be voted at any meeting of the security holders of the Underlying Fund or Underlying Investment, except that the Top Fund may arrange for the securities of the Underlying Fund or Underlying Investment it holds to be voted by the beneficial holders of securities of the Top Fund;
(f) a Top Fund's investment in an Underlying Fund or Underlying Investment will be disclosed to investors in such Top Fund's quarterly portfolio holding reports, financial statements, and fund facts or ETF facts documents, as applicable;
(g) no Top Fund will actively participate in the business or operations of any Underlying Fund or Underlying Investment;
(h) the prospectus of a Top Fund discloses, or will disclose, in the next renewal or amendment thereto following the date of this decision, the fact that the Top Fund may invest in Underlying Funds and Underlying Investments which are investment vehicles managed by the Filer or an affiliate, the potential conflict of interest that arises from these investments and how it is mitigated or avoided, and the approximate or maximum percentage of the NAV that is intended to be invested in securities of the Underlying Funds and Underlying Investments;
(i) the IRC of a Top Fund will review and provide its approval, including by way of standing instructions, prior to the purchase of securities of an Underlying Fund or Underlying Investment, directly or indirectly, by the Top Fund, in accordance with subsection 5.2(2) of NI 81-107;
(j) the Filer complies with section 5.1 of NI 81-107, and the Filer and the IRC of the Top Fund comply with section 5.4 of NI 81-107, for any standing instructions the IRC provides in connection with the transactions;
(k) if the IRC becomes aware of an instance where the Filer or an affiliate of the Filer, in its capacity as the manager of a Top Fund, did not comply with the terms of this decision, or a condition imposed by securities legislation or the IRC in its approval, the IRC of the Top Fund will, as soon as practicable, notify in writing the securities regulatory authority or regulator in the Jurisdiction under which the Top Fund is organized;
(l) where an investment is made by a Top Fund in an Underlying Investment or Underlying Fund, the annual and interim management reports of fund performance for the Top Fund disclose the name of the related person in which an investment is made, being the Underlying Investment or Underlying Fund, as the case may be;
(m) where an investment is made by a Top Fund in an Underlying Investment or Underlying Fund, the records of portfolio transactions maintained by the Top Fund include, separately for every portfolio transaction effected for a Top Fund by the Filer or through any affiliate of the Filer, the name of the related person in which an investment is made, being the Underlying Investment or Underlying Fund, as the case may be;
(n) each Top Fund will be treated as an arm's length investor in an Underlying Investment or Underlying Fund on the same terms as all similarly situated third-party investors, with each investment by a Top Fund in the Underlying Investment or Underlying Fund made at a price and other terms as favourable for the Top Fund as for all similarly situated third-party investors; and
(o) a Top Fund will not invest in an Underlying Fund or Underlying Investment unless (i) the NAV of the Underlying Fund or Underlying Investment is based on a valuation of the portfolio assets of the Underlying Fund or Underlying Investment that is independently determined by an arm's length third party, and (ii) the annual financial statements of the Underlying Fund or Underlying Investment are audited and made available to the Top Fund.
Application File #: 2026/0078
SEDAR+ File #: 6395984
Fidelity Investments Canada ULC
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Revocation and replacement of previous decision to expand prospectus relief to funds offering exchange-traded fund securities alone and funds offering exchange-traded fund securities together with conventional mutual fund securities -- Relief granted from the requirement in NI 41-101 to file a long form prospectus for exchange-traded fund securities provided that a simplified prospectus is prepared and filed in accordance with NI 81-101 and the filer includes disclosure required pursuant to Form 41-101F2 that is not contemplated by Form 81-101F1 in respect of the exchange-traded fund securities -- Filer will file ETF Facts in the form prescribed by Form 41-101F4 in respect of exchange-traded fund securities and Fund Facts in the form prescribed by Form 81-101F3 in respect of conventional mutual fund securities -- Relief granted from Parts 9, 10 and 14 of NI 81-102 to permit each fund to treat its exchange-traded fund securities and conventional mutual fund securities as separate mutual funds for purposes of compliance with Parts 9, 10 and 14 of NI 81-102 -- Relief granted to extend the lapse dates of prospectuses to permit consolidation of prospectuses into a single offering document and align renewal timelines.
National Instrument 41-101 General Prospectus Requirements, ss. 3.1(2) and 19.1.
National Instrument 81-102 Investment Funds, Parts 9, 10 and 14 and s. 19.1.
May 14, 2026
The principal regulator in the Jurisdiction has received an application from the Filer on behalf of each of the Existing Funds (as defined below) and such other mutual funds as are managed or may be managed by the Filer now or in the future that offer ETF Securities (as defined below) either alone or along with Mutual Fund Securities (as defined below) (collectively, the Future Funds and together with the Existing Funds, the Funds and each, a Fund) for a decision under the securities legislation of the jurisdiction (the Legislation) granting exemptive relief that:
(a) revokes and replaces the Previous Decision (the Revocation Relief);
(b) exempts the Filer and each Fund from the requirement 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 (the Form 41-101F2) provided that the Filer files (i) a prospectus for the ETF Securities in accordance with the provisions of National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101), other than the requirements pertaining to the filing of a fund facts document; and (ii) an ETF facts document in accordance with Part 3B of National Instrument 41-101 General Prospectus Requirements (NI 41-101) (the ETF Prospectus Form Relief);
(c) permits the Filer and each Fund that offers both ETF Securities and Mutual Fund Securities 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 (the Sales and Redemptions Requirements) of Parts 9, 10 and 14 of National Instrument 81-102 Investment Funds (NI 81-102) (the Sales and Redemptions Relief); and
(d) extends the lapse dates of the prospectuses for the Existing ETFs and Fall Launch Funds (as defined below) (the Lapse Date Extension),
(collectively, the Revocation Relief, the ETF Prospectus Form Relief, the Sales and Redemptions Relief and the Lapse Date Extension, the Exemption Sought).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):
(a) the Ontario Securities Commission is the principal regulator for this application; and
(b) the Filer has provided notice that 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).
Capitalized terms used herein have the meaning ascribed thereto below (or in National Instrument 14-101 Definitions, MI 11-102 and NI 81-102, as applicable) unless otherwise defined.
Affiliate Dealer means a registered dealer that is an affiliate of an Authorized Dealer or Designated Broker 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 some or all of the constituent securities of the Fund, a group of securities or assets representing the constituents of the Fund, or a group of securities selected by the portfolio manager or subadvisor, as applicable, from time to time.
Designated Broker means a registered dealer that has entered, or intends to enter, into an agreement with the Filer or an affiliate of 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 prepared, filed and delivered in accordance with Part 3B of NI 41-101.
ETF Securities means securities of an exchange-traded Fund or of an exchange-traded series of a Fund that are listed or will be listed on the TSX, Cboe Canada Inc. or another Marketplace and that will be distributed pursuant to a simplified prospectus prepared in accordance with NI 81-101 and Form 81-101F1.
Existing ETFs means the ETFs managed by the Filer that are currently distributed pursuant to a long form prospectus prepared in accordance with Form 41-101F2.
Existing ETF Series Mutual Funds means the mutual funds managed by the Filer that are currently distributed pursuant to simplified prospectuses prepared in accordance with NI 81-101 and in respect of which ETF Securities are expected to be established and offered under a simplified prospectus to be filed by the Filer.
Existing Funds means the Existing ETFs together with the Existing ETF Series Mutual Funds.
Fall Launch Funds means Fidelity Global Small-Mid Cap Equity Fund and Fidelity Multi-Alt Equity Fund.
Form 81-101F1 means Form 81-101F1 Contents of Simplified Prospectus.
Form 81-101F3 means Form 81-101F3 Contents of Fund Facts Document.
Fund Facts means a prescribed summary disclosure 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.
Legislation means the securities legislation of each of the Jurisdictions, as applicable.
Marketplace means a "marketplace" as defined in National Instrument 21-101 Marketplace Operations that is located in Canada.
Mutual Fund Securities means securities of a non-exchange-traded 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.
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.
Securityholders means beneficial or registered holders of ETF Securities or Mutual Fund Securities of a Fund, as applicable.
TSX means the Toronto Stock Exchange.
This decision is based on the following facts represented by the Filer:
The Filer
1. The Filer is a corporation amalgamated under the laws of Alberta and has its head office in Toronto, Ontario.
2. The Filer is registered as an investment fund manager in Ontario, Québec and Newfoundland and Labrador. The Filer is also registered as a portfolio manager, mutual fund dealer and exempt market dealer in each of the Jurisdictions and is registered under the Commodity Futures Act (Ontario) in the category of commodity trading manager.
3. The Filer, or an affiliate of the Filer, is or will be, the investment fund manager of each of the Funds.
4. The Filer is not in default of securities legislation in any of the Jurisdictions.
The Funds
5. Each Fund is, or will be, an open-ended mutual fund established as either a trust or a class of shares of a mutual fund corporation under the laws of a Jurisdiction. Each Fund is, or will be, a reporting issuer in the Jurisdictions in which its securities are distributed. Each Fund that relies on the Exemption Sought will offer ETF Securities either alone or along with Mutual Fund Securities.
6. 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.
7. The Existing ETFs are distributed pursuant to a long form prospectus dated August 25, 2025 in the form prescribed by Form 41-101F2 (the Long Form Prospectus). Each of the Existing ETFs currently offers ETF Securities listed on Cboe Canada Inc. or the TSX, as applicable.
8. The Existing ETF Series Mutual Funds are distributed pursuant to a simplified prospectus dated November 10, 2025 (the Simplified Prospectus) and the Fall Launch Funds are distributed pursuant to a simplified prospectus dated September 26, 2025 (the Fall Launch Simplified Prospectus). Each Existing ETF Series Mutual Fund currently offers ETF Securities listed on Cboe Canada Inc. or the TSX, as applicable, as well as Mutual Fund Securities.
9. The Filer has applied, or will apply, to list any ETF Securities of each of the Funds that relies on the Exemption Sought on the TSX or Cboe Canada Inc. or another Marketplace as applicable. In the case of a Future Fund, the Filer will not file a final or amended simplified prospectus for any of the Funds in respect of the ETF Securities until the TSX, Cboe Canada Inc. or other applicable Marketplace has conditionally approved the listing of the ETF Securities.
10. Mutual Fund Securities may be subscribed for or purchased directly from a Fund through appropriately registered dealers.
11. ETF Securities will be distributed on a continuous basis in one or more of the Jurisdictions under a simplified prospectus. 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.
13. Except for Authorized Dealer and Designated Broker subscriptions for Creation Units, as described above, 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.
14. 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, securities other than Baskets of Securities and/or cash, or cash only, in the discretion of the Filer. Securityholders may also redeem ETF Securities for cash at a redemption price equal to 95% of the net asset value of the ETF Securities on the date of redemption.
The Previous Decision
15. In the Previous Decision, the Existing ETF Series Mutual Funds and such other mutual funds as are managed or may be managed by the Filer now or in the future that offer ETF Securities and Mutual Fund Securities were granted relief similar to the ETF Prospectus Form Relief and the Sales and Redemptions Relief in order to allow ETF Securities of such funds to be offered under a simplified prospectus in the form prescribed by Form 81-101F1.
16. The Previous Decision applies to funds that offer both ETF Securities and Mutual Fund Securities while the Exemption Sought would apply to funds that offer ETF Securities either alone or along with Mutual Fund Securities. Accordingly, the Filer wishes to revoke and replace the Previous Decision to allow the Filer to offer Funds that offer ETF Securities alone (i.e. without Mutual Fund Securities) under the same prospectus as Funds that offer Mutual Fund Securities either alone or Mutual Fund Securities along with ETF Securities.
The ETF Prospectus Form Relief
17. The Filer believes it is more efficient and expedient to include all series of Mutual Fund Securities and ETF Securities 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 the securities of the Funds by permitting disclosure relating to all series of securities to be included in one prospectus.
18. The Filer will file ETF Facts in the form prescribed by Form 41-101F4 Information Required in an ETF Facts Document (Form 41-101F4) in respect of each series of ETF Securities and will file Fund Facts in the form prescribed by Form 81-101F3 in respect of each series of Mutual Fund Securities.
19. The Filer will ensure that any additional disclosure included in the simplified prospectus of the Funds 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.
20. The Funds will comply with the provisions of NI 81-101 when filing any prospectus or amendment thereto.
21. The Funds will comply with Part 3B of NI 41-101 when preparing, filing and delivering ETF Facts for the ETF Securities of the Funds.
Sales and Redemptions Relief
22. 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 each Fund that offers both ETF Securities and Mutual Fund Securities would not be able to technically comply with those parts of NI 81-102.
23. The Sales and Redemptions Relief will permit the Filer and each Fund that offers both ETF Securities and Mutual Fund Securities 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.
Lapse Date Extension
24. The lapse date for the Long Form Prospectus under the Legislation is August 25, 2027 (the Long Form Prospectus Lapse Date). Under the Legislation, the distribution of securities of the Existing ETFs may be continued under the Long Form Prospectus until this date if the Existing ETFs file renewal ETF Facts no earlier than 13 months and no later than 11 months prior to the Long Form Prospectus Lapse Date.
25. The lapse date for the Fall Launch Simplified Prospectus is September 25, 2027 (the Fall Launch Simplified Prospectus Lapse Date). Under the Legislation, the distribution of securities of the Fall Launch Funds may be continued under the Fall Launch Simplified Prospectus until this date if the Fall Launch Funds file renewal Fund Facts no earlier than 13 months and no later than 11 months prior to the Fall Launch Simplified Prospectus Lapse Date.
26. The Filer wishes to combine the Long Form Prospectus and the Fall Launch Simplified Prospectus with the Simplified Prospectus in order to reduce the renewal and related costs of the Funds and move the renewal timeframe of the Existing ETFs and Fall Launch Funds to a more administratively beneficial date. The Existing ETFs and Fall Launch Funds share many common operational and administrative features with the other Funds and combining the prospectuses will enable the Filer to streamline operations and disclosure across its fund platform and will allow investors to compare the features of the Funds more easily.
27. To facilitate the combination of the Existing ETFs and the Fall Launch Funds with the other Funds into a single offering document with the same lapse date as the Simplified Prospectus, the Filer requests to:
(i) extend the Long Form Prospectus Lapse Date of the Existing ETFs by 77 days; and
(ii) extend the Fall Launch Simplified Prospectus Lapse Date of the Fall Launch Mutual Funds by 46 days,
until November 10, 2027 to align with the renewal filings of the Fund Facts, ETF Facts and Simplified Prospectus of the other Funds.
28. If the Exemption Sought is granted, the Filer intends to file a combined pro forma simplified prospectus, Fund Facts and ETF Facts for the Existing ETFs, the Fall Launch Funds and other Funds within the time limits that would apply for the lapse date of the Simplified Prospectus.
29. If the Exemption Sought is not granted, the Filer would be required to file Fund Facts and ETF Facts for the Existing ETFs and Fall Launch Funds, as applicable, twice within a short period of time in order to consolidate the Long Form Prospectus and the Fall Launch Simplified Prospectus with the Simplified Prospectus.
The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.
The decision of the principal regulator under the Legislation is that the Exemption Sought is granted provided that:
1. in respect of the ETF Prospectus Form Relief, the Filer complies with the following conditions:
(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 document;
(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 each Fund's simplified prospectus; and
(c) the Filer includes disclosure regarding this decision under the heading "Additional Information" in each Fund's simplified prospectus; and
2. in respect of the Sales and Redemptions Relief, the Filer and each Fund comply with the following conditions:
(a) with respect to its Mutual Fund Securities, each Fund complies 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 its ETF Securities, each Fund complies with the provisions of Parts 9 and 10 of NI 81-102 that apply to exchange-traded mutual funds.
Application File #: App2026-236
SEDAR+ File #: 06439780
Brandes Investment Partners & Co.
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Relief granted to permit a fund subject to NI 81-102 to invest in securities of an unrelated underlying investment fund that is incorporated under the laws of the Cayman Islands that is not a reporting issuer and that the underlying fund may hold more than 10% of its net asset value in securities of a related investment fund -- Relief subject to certain conditions.
National Instrument 81-102 Investment Funds, ss. 2.5(2)(a), 2.5(2)(b), 2.5(2)(c) and 19.1.
May 15, 2026
The principal regulator in the Jurisdiction has received an application from the Filer, on behalf of the Fund (as defined below), for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) exempting T. Rowe Price Global Allocation Fund (the Fund) from the following provisions of NI 81-102 in order to permit the Fund to purchase or hold securities of Blackstone Partners Offshore Fund Ltd. (the Underlying Fund), an investment fund that is not a reporting issuer and is not subject to NI 81-102, which may in turn hold more than 10% of its net asset value (NAV) in securities of another investment fund, Blackstone Partners OS Master ICAV (the Third Tier Fund):
(a) paragraph 2.5(2)(a), which prohibits an investment fund from purchasing or holding a security of another investment fund unless, if the investment fund is a mutual fund, other than an alternative mutual fund, either of the following applies (i) the other investment fund is a mutual fund, other than an alternative mutual fund, that is subject to NI 81-102; (ii) the other investment fund is an alternative mutual fund or a non-redeemable investment fund that is subject to NI 81-102 and, at the time of the purchase of that security, the investment fund holds no more than 10% of its NAV in securities of alternative mutual funds and non-redeemable investment fund, to permit the Fund to purchase and/or hold securities of the Underlying Fund even though the Underlying Fund is not subject to NI 81-102;
(b) paragraph 2.5(2)(b), which prohibits an investment fund from purchasing or holding a security of another investment fund which in turn may hold more than 10% of its NAV in securities of one or more investment funds (the Multi-Tier Prohibition) to permit the Fund to purchase and/or hold securities of the Underlying Fund even though the Underlying Fund invests more than 10% of its NAV in the Third Tier Fund; and
(c) paragraph 2.5(2)(c), which prohibits an investment fund from purchasing or holding a security of any other investment fund unless the other investment fund is a reporting issuer in a Jurisdiction, to permit the Fund to purchase and/or hold securities of the Underlying Fund even though the Underlying Fund is not a reporting issuer in any Jurisdiction
(collectively, the Exemption Sought)
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):
(a) the Ontario Securities Commission is the principal regulator for this application, and
(b) the Filer has provided notice that 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, NI 81-102 and National Instrument 14-101 Definitions have the same meaning if used in this decision, unless otherwise defined.
Existing Relief means the decision dated October 31, 2024 granting relief to the Fund (amongst others) to invest up to 10% of its NAV in securities of one or more underlying funds that is an investment company subject to the United States Investment Company Act of 1940 in good standing with the United States Securities and Exchange Commission that is not managed by, or advised by, the Filer or an affiliate of the Filer and is advised by T. Rowe Price Associates, Inc. or an affiliate thereof.
This decision is based on the following facts represented by the Filer:
The Filer
1. The Filer is a corporation incorporated under the laws of Nova Scotia with its registered head office in Toronto, Ontario. The Filer operates under the retail trade name Bridgehouse Asset Managers.
2. The Filer is registered as: (a) an investment fund manager in Ontario, Québec, and Newfoundland and Labrador; (b) as a portfolio manager in each of the Jurisdictions; (c) as an exempt market dealer in each of the Jurisdictions; and (d) as a commodity trading manager in Ontario.
3. The Filer acts as the investment fund manager of the Fund.
4. The Filer is not in default of securities legislation in any of the Jurisdictions.
The Fund
5. The Fund is a "mutual fund" as defined in the Securities Act (Ontario).
6. Securities of the Fund are qualified for distribution in the Jurisdictions under a prospectus prepared and filed in accordance with National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101).
7. The Fund is a reporting issuer in the Jurisdictions and is subject to NI 81-102, subject to any relief therefrom granted by the securities regulatory authorities.
8. T. Rowe Price (Canada), Inc (T. Rowe Price Canada) acts as the sub-advisor of the Fund. T. Rowe Price Canada is currently registered as a portfolio manager and exempt market dealer in each of Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador (where it is also registered as an investment fund manager), Nova Scotia, Ontario (where it is also registered as an investment fund manager), Prince Edward Island, Québec (where it is also registered as an investment fund manager) and Saskatchewan.
9. The Fund wishes to have the ability to purchase securities of the Underlying Fund, which is an investment fund that is not subject to NI 81-102, is not a reporting issuer and holds more than 10% of its NAV in securities of the Third Tier Fund, as described below.
10. The Fund is not in default of securities legislation in any Jurisdiction.
11. The investment objective of the Fund is to achieve a combination of long-term capital appreciation and income by investing in a broadly diversified global portfolio that includes global stocks, bonds, short-term securities, and alternative investments.
The Underlying Fund
12. The Underlying Fund is an exempted company incorporated under the laws of the Cayman Islands and is regulated as a mutual fund under the laws of the Cayman Islands.
13. The Underlying Fund invests substantially all of its investable assets in securities of the Third Tier Fund, an Irish collective asset-management vehicle. The investment objective of the Fund, through its investment in the Third Tier Fund, is to develop and actively manage an investment portfolio that can produce attractive long-term, risk-adjusted returns with low volatility and downside protection qualities, as compared with traditional asset classes by allocating and reallocating the assets of the Third Tier Fund among a select group of non-traditional portfolio managers (the Portfolio Managers) that invest or trade in a wide range of securities and other instruments (including, but not limited to, equities and fixed-income securities, currencies, commodities, futures contracts, options and other derivative instruments which may be listed or unlisted and rated or unrated). The Portfolio Managers manage non-U.S. corporations, investment partnerships, limited liability companies, managed funds, joint ventures, other investment vehicles or managed accounts.
14. The Underlying Manager (as defined below) will determine, in its sole discretion, the Portfolio Managers and the portfolio funds to which the Third Tier Fund's assets will be allocated. Changes in allocations will be made without notice to the respective shareholders of the Underlying Fund and the Third Tier Fund.
15. The Underlying Fund and the Third Tier Fund are managed by Blackstone Alternative Asset Management, L.P., a limited partnership organized under the laws of the State of Delaware, U.S.A. (the Underlying Manager). The Underlying Manager is registered as an investment adviser under the United States Investment Advisers Act of 1940, and a commodity pool operator and commodity trading adviser with the United States Commodity Futures Trading Commission. The Underlying Manager is not an affiliate of the Filer or T. Rowe Price Canada.
16. The Underlying Fund falls within the definition of "investment fund" under the Securities Act (Ontario), as it will invest substantially all of its investable assets in securities of the Third Tier Fund and generally will not invest for the purpose of exercising or seeking to exercise control over issuers.
17. The Third Tier Fund also falls within the definition of "investment fund" under the Securities Act (Ontario), as it will invest substantially all of its investable assets in various securities and generally will not invest for the purpose of exercising or seeking to exercise control over issuers.
18. The Underlying Fund will not prepare a simplified prospectus in accordance with NI 81-101 or a long form prospectus in accordance with National Instrument 41-101 General Prospectus Requirements.
19. The Underlying Fund is not subject to NI 81-102 and is not a reporting issuer in any of the Jurisdictions nor listed on any recognized stock exchange.
20. Securities of the Underlying Fund will be distributed solely to investors pursuant to exemptions from the prospectus requirements in accordance with National Instrument 45-106 Prospectus Exemptions and the Legislation.
21. There will be no established, publicly available secondary market for interests in the Underlying Fund, nor will there generally be any special redemption rights applicable to the Fund as an investor in the Underlying Fund. As such, the Fund will not be able to readily dispose of its interests in the Underlying Fund, and any interest that the Fund holds in the Underlying Fund will be considered an "illiquid asset" for the purposes of NI 81-102, including for the purposes of the restriction in section 2.4 of NI 81-102 applicable to the Fund.
22. The NAV per security of the Underlying Fund is calculated monthly by a party that is independent of each of the Filer, T. Rowe Price Canada and the Underlying Manager.
23. The Underlying Fund produces audited financial statements on an annual basis in accordance with U.S. generally accepted accounting principles with a qualified auditing firm as the auditor of those financial statements.
24. The Underlying Fund is not in default of securities legislation of any of the Jurisdictions.
25. The Underlying Fund is valued monthly and redeemable biannually by the shareholders of the Underlying Fund and are redeemable at a redemption price per share equal to the NAV per share on the redemption date. The Underlying Fund may be subject to redemption limitations.
26. The Fund will not actively participate in the business or operations of the Underlying Fund.
Investments by the Fund in the Underlying Fund
27. Absent the Exemption Sought, the Fund would be prohibited by paragraphs 2.5(2)(a), 2.5(2)(b) and 2.5(2)(c) of NI 81-102 from purchasing or holding securities of the Underlying Fund because the Underlying Fund (i) is not subject to NI 81-102; (ii) may hold more than 10% of its NAV in securities of other investment funds; and (iii) is not a reporting issuer in a Jurisdiction.
28. An investment by the Fund in the Underlying Fund would not qualify for the exemptions in subsection 2.5(4) of NI 81-102 from the Multi-Tier Prohibition because the Underlying Fund does not issue index participation units and is not a clone fund or money market fund.
29. T. Rowe Price Canada believes that the investment by the Fund in the Underlying Fund will provide the Fund with an efficient and cost-effective manner of pursuing portfolio diversification and asset diversification. The Underlying Fund, through investment in the Third Tier Fund, provides exposure to the investment strategies of a group of non-traditional Portfolio Managers that the Fund would not otherwise have the opportunity to invest with. These Portfolio Managers have specialized knowledge and expertise that the portfolio management teams of the Filer and T. Rowe Price Canada do not have, and their performance has been diligenced by the institutional quality diligence that is offered by the Underlying Manager when selecting these Portfolio Managers for inclusion in the investment strategy of the Third Tier Fund. It would be very difficult for the Fund to obtain the investment expertise of these Portfolio Managers by establishing relationships directly due to the large investment size that would be expected to establish such relationships, the difficulty of establishing relationships with these Portfolio Managers generally, and the difficulty of performing the type of diligence on these strategies that is made available through accessing these Portfolio Managers through the Underlying Fund. Obtaining exposure to these strategies through the Underlying Fund provides an efficient mechanism to access the strategies of these non-traditional Portfolio Managers that are selected with the institutional quality initial and ongoing diligence offered by the Underlying Manager.
30. The Filer submits that having an allocation to these Portfolio Managers provides the Fund with unique diversification opportunities that have the potential to improve the Fund's overall risk/reward profile.
31. The Fund relies on the Existing Relief to invest up to 10% of its NAV in securities of one or more underlying funds that is an investment company subject to the United States Investment Company Act of 1940 in good standing with the United States Securities and Exchange Commission that is not managed by, or advised by, the Filer or an affiliate of the Filer and is advised by T. Rowe Price Associates, Inc. or an affiliate thereof (the T. Rowe Price Underlying Funds); provided that (amongst other conditions) the Fund does not purchase securities of a T. Rowe Price Underlying Fund if, immediately after the purchase, more than 10% of the NAV of the Fund, in aggregate, taken at market value at the time of the purchase, would consist of securities of one or more T. Rowe Price Underlying Funds or any other underlying fund that is not subject to NI 81-102 and not a reporting issuer in any Jurisdiction. The Exemption Sought is sought on the basis that the Fund may invest in the Underlying Fund provided that the Fund does not purchase securities of the Underlying Fund or a T. Rowe Price Underlying Fund if, immediately after the purchase, more than 10% of the NAV of the Fund, in aggregate, taken at market value at the time of the purchase, would consist of securities of the Underlying Fund, one or more T. Rowe Price Underlying Funds or any other underlying fund that is not subject to NI 81-102 and not a reporting issuer in any Jurisdiction.
32. The investments in the Underlying Fund will be included as part of the calculation for the purposes of the illiquid asset restriction in section 2.4 of NI 81-102 for the Fund. NI 81-102 allows holdings in illiquid investments so long as the aggregate exposure to illiquid investments is within the thresholds of the rule. The Filer has its own liquidity risk management policy and manages the Fund's liquidity prudently under the policy. Given the readily available liquidity of the remainder of the Fund's investment portfolio, the Filer believes that the risk of the Fund needing to liquidate its investments in this illiquid Underlying Fund when markets are under stress or in other environments where liquidity may be reduced is remote. The Fund will not invest in the Underlying Fund unless T. Rowe Price Canada believes that the liquidity of the Fund's portfolio is adequately managed through other strategies and provided that the liquidity risk management policy of the Filer is complied with when making an investment in the Underlying Fund.
33. Aside from the sections covered by the Exemption Sought and any other exemptive relief granted to the Fund, including the Existing Relief, the Fund will comply with section 2.5 of NI 81-102 with respect to any investment in the Underlying Fund.
34. The Fund will also comply with the other investment restrictions and practices provided for in Part 2 of NI 81-102 in making such investments except where exempted pursuant to the Exemption Sought or other exemptive relief obtained, including the Existing Relief.
35. The Fund is permitted, in accordance with its investment objectives and investment strategies, to invest in securities of the Underlying Fund.
36. An investment by the Fund in securities of the Underlying Fund will only be made if such investment represents the business judgment of responsible persons uninfluenced by considerations other than the best interests of the Fund and will be made in accordance with the investment objective of the Fund.
37. There will be no duplication of management fees or incentive fees between the Fund and the Underlying Fund, or between the Underlying Fund and the Third Tier Fund. The prospectus of the Fund will disclose that such management fees and incentive fees will not be duplicated.
38. The value of the underlying portfolio assets of the Underlying Fund will be determined by a third-party administrator that is independent of the Filer, the Fund, T. Rowe Price Canada and the Underlying Manager.
39. On an annual basis the financial statements of the Underlying Fund are audited by the Underlying Fund's external auditors prepared in accordance with U.S. generally accepted accounting principles and the Underlying Fund's valuation policy. Such financial statements will be accessible in the ordinary course by the Filer.
40. The prospectus of the Fund will disclose in the next regularly scheduled renewal, or amendment applicable to the Fund, if earlier, that the Fund may invest in securities of the Underlying Fund, and that the Underlying Fund is expected to invest more than 10% of its NAV in securities, on an aggregate basis, of the Third Tier Fund.
41. The Fund will invest in, and redeem, the Underlying Fund at the NAV of the applicable securities of the Underlying Fund, which will be based on the valuation of the applicable portfolio assets, including the Third Tier Fund, to which the Underlying Fund has exposure, determined by a qualified person selected by the manager of the Underlying Fund.
The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.
The decision of the principal regulator under the Legislation is that the Exemption Sought is granted provided that:
(a) the Fund does not actively participate in the business or operations of the Underlying Fund;
(b) the investment by the Fund in securities of the Underlying Fund is in accordance with the investment objectives of the Fund;
(c) the investments in the Underlying Fund are included as part of the calculation for the purposes of the illiquid asset restriction in section 2.4 of NI 81-102 for the Fund;
(d) the Fund does not purchase securities of the Underlying Fund if, immediately after the purchase, more than 10% of the NAV of the Fund, in aggregate, taken at market value at the time of the purchase, would consist of securities of the Underlying Fund, one or more T. Rowe Price Underlying Funds or any other underlying fund that is not subject to NI 81-102 and not a reporting issuer in any Jurisdiction;
(e) the Fund will invest in, and redeem, the Underlying Fund at the NAV of the applicable securities of the Underlying Fund, which will be based on the valuation of the applicable portfolio assets, including the Third Tier Fund, to which the Underlying Fund has exposure, determined by a third-party administrator that is independent of the Filer, the Fund, T. Rowe Price Canada and the Underlying Manager;
(f) the prospectus of the Fund discloses, or will disclose in the next regularly scheduled renewal, or amendment applicable to the Fund, if earlier, following the date of this decision, that the Fund may invest in securities of the Underlying Fund, and that the Underlying Fund is expected to invest more than 10% of its NAV in securities, on an aggregate basis, of the Third-Tier Fund;
(g) the Fund's investment in securities of the Underlying Fund is otherwise made in compliance with all other requirements of section 2.5 of NI 81-102 (except to the extent that discretionary relief has been granted from any such requirement);
(h) no management fees or incentive fees are payable by the Fund or the Underlying Fund, respectively, that, to a reasonable person, would duplicate a fee payable by the Underlying Fund or the Third Tier Fund, respectively, for the same service;
(i) no sales fees or redemption fees are payable by the Fund or the Underlying Fund, respectively, in relation to its purchases or redemptions of securities of the Underlying Fund or the Third Tier Fund, respectively, that, to a reasonable person, would duplicate a fee payable by an investor in the Fund or the Underlying Fund, respectively; and
(j) the Fund complies with the requirements under NI 81-106 relating to quarterly portfolio holdings, top 25 positions portfolio holdings disclosure in its management reports of fund performance, and statement of investment portfolio in its annual and interim financial reports, and the requirements of Form 81-101F3 Contents of Fund Facts Document relating to top 10 position portfolio holdings disclosure in its fund facts in respect of its investment in the Underlying Fund and, where applicable, as if the Fund was investing directly in the Third Tier Fund.
Application File #: 2026-166
SEDAR+ File #: 06426053
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Application for relief from the prospectus and registration requirements for certain trades made in connection with an employee share offering by a French issuer -- the issuer cannot rely on the employee exemption in section 2.24 of National Instrument 45-106 Prospectus Exemptions as the securities are not being offered to Canadian employees directly by the issuer but rather through a special purpose entity -- Canadian participants will receive disclosure documents -- the special purpose entity or FCPE is subject to the supervision of the local securities regulator -- Canadian employees will not be induced to participate in the offering by expectation of employment or continued employment -- there is no market for the securities of the issuer in Canada -- the number of Canadian participants and their share ownership are de minimis -- Filer will retain an investment dealer to provide suitability advice to Canadian employees resident in Ontario and Manitoba -- relief granted, subject to conditions.
Securities Act, R.S.O. 1990, c. S.5, as am., ss. 25(1), 53(1) and 74(1).
National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.
National Instrument 45-106 Prospectus Exemptions.
National Instrument 45-102 Resale of Securities.
Ontario Securities Commission Rule 72-503 Distributions Outside Canada.
[Original text in French]
SEDAR+ filing No: 06409222
May 14, 2026
The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Maker) has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) for:
1. an exemption from the prospectus requirement (the Prospectus Relief) so that such requirement does not apply to:
a) trades of:
i) units (the Principal Classic Units) of a fund named Sequoia Classique International (the Principal Classic Fund), a fonds commun de placement d'entreprise or "FCPE", a form of collective shareholding vehicle commonly used in France for the custody of shares held by employee-investors in employee savings plans;
ii) units (the 2026 Classic Units) of a temporary fund named Sequoia Relais 2026 (the 2026 Classic Fund), a fund intended to merge into the Principal Classic Fund;
iii) units (together with the 2026 Classic Units, the Temporary Classic Units, and together with the Principal Classic Units, the Classic Units) of future temporary sub-funds of the Principal Classic Fund organized in the same manner as the 2026 Classic Fund (together with the 2026 Classic Fund, the Temporary Classic Funds), which will merge with the Principal Classic Fund following the completion of the Employee Share Offering (as defined below); such transaction being described as the Merger in section 13.b) of the Representations (the term Classic Fund used herein means, prior to the Merger, a Temporary Classic Fund and following the Merger, the Principal Classic Fund);
iv) units (the 2026 Leveraged Units) of a sub-fund named Plus 2026 (the 2026 Leveraged Fund), of the fund named Sequoia Plus (the Principal Leveraged Fund);
v) units (together with the 2026 Leveraged Units, the Leveraged Units, and together with the Classic Units, the Units) of future sub-funds of the Principal Leveraged Fund organized in the same manner as the 2026 Leveraged Fund (together with the 2026 Leveraged Fund, the Leveraged Funds, and together with the Principal Classic Fund and the Temporary Classic Funds, the Funds),
made pursuant to an Employee Share Offering to or with Qualifying Employees (as defined below) resident in the Jurisdictions, Alberta, British Columbia, Manitoba and New Brunswick (collectively, the Canadian Employees, and together with Canadian Employees who subscribe for Units, the Canadian Participants);
b) trades of ordinary shares of the Filer (the Shares) by the Funds to or with Canadian Participants upon the redemption of Units as requested by Canadian Participants;
c) trades of Principal Classic Units made pursuant to an Employee Share Offering to or with holders of Leveraged Units upon the transfer of the Canadian Participants' assets in the relevant Leveraged Fund to the Principal Classic Fund at the end of the applicable Lock-Up Period (as defined below);
2. an exemption from the dealer registration requirement (the Registration Relief, and together with the Prospectus Relief, the Exemption Sought) so that such requirement does not apply to the Filer and its Local Related Entities (as defined below), the Funds, and the Management Company (as defined below) in respect of the following:
a) trades in Units made pursuant to an Employee Share Offering to or with Canadian Employees not resident in Ontario or Manitoba;
b) trades in Shares by the Funds to or with Canadian Participants upon the redemption of Units as requested by Canadian Participants; and
c) trades in Principal Classic Units made pursuant to an Employee Share Offering to or with holders of Leveraged Units upon the transfer of the Canadian Participants' assets in the relevant Leveraged Fund to the Principal Classic Fund at the end of the applicable Lock-Up Period.
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (dual application):
a) the Autorité des marchés financiers is the principal regulator for this application;
b) the Filer has provided notice that section 4.7(1) of Regulation 11-102 respecting Passport System, CQLR, c. V-1.1. r. 1 (Regulation 11-102) is intended to be relied upon in Alberta, British Columbia, Manitoba and New Brunswick;
c) the decision 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, CQLR, c. V-1.1, r. 3, Regulation 11-102 and Regulation 45-106 respecting Prospectus Exemptions, CQLR c. V-1.1, r. 21 (Regulation 45-106) have the same meaning if used in this decision, unless otherwise defined.
This decision is based on the following facts represented by the Filer:
1. The Filer is a corporation formed under the laws of France. It is not, and has no intention of becoming, a reporting issuer under the securities legislation of any jurisdiction of Canada and is not in default of securities legislation of any jurisdiction of Canada. The head office of the Filer is located in France and the Shares are listed on Euronext Paris.
2. The Filer has established a global employee share offering (the 2026 Employee Offering) and expects to establish subsequent global employee share offerings for the next four years that are substantially similar (the Subsequent Employee Offerings, and together with the 2026 Employee Offering, the Employee Share Offerings) for employees of the Filer and its participating related entities, including related entities that employ Canadian Employees (the Local Related Entities, together with the Filer and its other related entities, the Veolia Group). Each Local Related Entity is controlled directly or indirectly by the Filer and no Local Related Entity is or has any intention of becoming, a reporting issuer under the securities legislation in any jurisdiction of Canada.
3. As of the date hereof, Local Related Entities include Greater Moncton Water Limited, Veolia Water Canada Inc., VWNA Winnipeg Inc., Veolia ES Canada Industrial Services Inc., Veolia ES Canada Inc., Chemrec Inc., Veolia Waste Services Alberta Inc., Veolia Waste Services of Edmonton LP and Veolia Facility & Building Services Canada Inc. For any Subsequent Employee Offering, the list of Local Related Entities may change.
4. Each Employee Share Offering will be made under the terms as set out herein and for greater certainty, all of the representations will be true for each Employee Share Offering other than paragraphs [3] and [31], which may change (references to the 2026 Classic Fund, the 2026 Leveraged Fund and the 2026 Employee Offering will be varied such that they are read as references to the relevant Fund and relevant Employee Share Offering).
5. As of the date hereof and after giving effect to any Employee Share Offering, the Filer is and will be a "foreign issuer" as such term is defined in section 2.15(1) of Regulation 45-102 respecting Resale of Securities, CQLR, c. V-1.1, r. 20 (Regulation 45-102), section 2.8(1) of Ontario Securities Commission Rule 72-503 -- Distributions Outside Canada (OSC Rule 72-503), section 11(1) of Alberta Securities Commission Rule 72-501 -- Distributions to Purchasers Outside Alberta (Alberta Rule 72-501).
6. Each Employee Share Offering will be comprised of one of, or both, of the two subscription options:
a) an offering of Shares to be subscribed through the relevant Temporary Classic Fund, which will be merged with the Principal Classic Fund following the completion of the Employee Share Offering (the Classic Plan); and
b) an offering of Shares to be subscribed through the relevant Leveraged Fund (the Leveraged Plan).
7. Only persons who are employees of an entity forming part of the Veolia Group during the subscription period pursuant to an Employee Share Offering and who meet other employment criteria (the Qualifying Employees) may participate in the relevant Employee Share Offering.
8. The Principal Classic Fund and the Principal Leveraged Fund were established in order to facilitate the participation of Qualifying Employees in the Employee Share Offerings. The 2026 Classic Fund and the 2026 Leveraged Fund were established for the purpose of implementing the 2026 Employee Offering. There is no intention for any of the 2026 Classic Fund, the 2026 Leveraged Fund, the Principal Classic Fund and the Principal Leveraged Fund to become a reporting issuer under the securities legislation in any jurisdiction of Canada. There is no intention for any Temporary Classic Fund or Leveraged Fund that will be established for the purpose of implementing Subsequent Employee Offerings to become a reporting issuer under the Legislation or in any jurisdiction of Canada.
9. The 2026 Classic Fund, the 2026 Leveraged Fund, the Principal Classic Fund, and the Principal Leveraged Fund are registered with, and approved by, the Autorité des marchés financiers in France (the French AMF). It is expected that each Temporary Classic Fund and Leveraged Fund established for Subsequent Employee Offerings will be registered with, and approved by, the French AMF.
10. All Units acquired under the Classic Plan or the Leveraged Plan by Canadian Participants will be subject to a hold period of approximately five years (the Lock-Up Period), subject to certain exceptions prescribed by French law and adapted under the offering in Canada (such as death, disability or termination of employment).
11. The total amount that may be invested by a Canadian Employee in an Employee Share Offering (the Employee Contribution) cannot exceed 25% of his or her estimated gross annual compensation for the relevant year. For the purposes of calculating these limits, a Canadian Participant's maximum "investment" in a Leveraged Fund will include the additional Bank Contribution (as defined below), with respect to the Total Employee Contribution (as defined below).
12. The Local Related Entity that employs the respective Canadian Participant may match the Employee Contribution up to a maximum of €300 per Canadian Participant (the Matching Contribution, and together with the Employee Contribution, the Total Employee Contribution).
13. Under the Classic Plan, each Employee Share Offering will be made as follows:
a) Canadian Participants will subscribe for the Temporary Classic Units, and the relevant Temporary Classic Fund will then subscribe for Shares using the Canadian Participants' contributions at a subscription price that is calculated using a formula that references the average price of the Shares (expressed in Euros) on Euronext Paris for a period preceding the date of fixing of the subscription price, by the board of directors of the Filer or the Chief Executive Officer of the Filer acting pursuant to its delegated authority received from the board of directors of the Filer (the Reference Price), less a specified discount to the Reference Price (the Discount).
b) Following the completion of an Employee Share Offering, the relevant Temporary Classic Fund will be merged with the Principal Classic Fund (subject to the decision of the Fund's supervisory board and to the French AMF's approval). The merger is made by the transfer of all assets held by Canadian Participants in the Temporary Classic Fund into the Principal Classic Fund and the liquidation of the Temporary Classic Fund after such transfer. The Temporary Classic Units held by Canadian Participants will be replaced with Principal Classic Units on a pro rata basis and the Shares subscribed for under the Employee Share Offering will be held in the Principal Classic Fund (such transaction, the Merger).
c) Any dividends paid on the Shares held in the Classic Fund will be contributed to the Classic Fund and used to purchase additional Shares. To reflect this reinvestment, new Classic Units (or fractions thereof) will be issued to Canadian Participants.
d) At the end of the relevant Lock-Up Period or in the event of an early redemption (an Early Redemption) resulting from a Canadian Participant relying on one of the exceptions to the Lock-Up Period, the Canadian Participant may:
i) request to have his or her Classic Units redeemed in consideration for the underlying Shares or a cash payment equal to the then market value of the underlying Shares; or
ii) continue to hold Classic Units and request to have such Classic Units redeemed at a later date.
14. Under the Leveraged Plan, each Employee Share Offering will be made as follows:
a) Canadian Participants will subscribe for the relevant Leveraged Units, and the relevant Leveraged Fund will then subscribe for Shares using the Total Employee Contribution and certain financing made available by Crédit Agricole Corporate & Investment Bank (the Bank), a bank governed by the laws of France. For any Subsequent Employee Offering, the Bank may change. In the event of such a change, the successor to the Bank will remain a large French commercial bank subject to French banking legislation.
b) The Shares will be subscribed at the Reference Price less the Discount.
c) Participation in the Leveraged Plan represents a potential opportunity for Qualifying Employees to obtain higher gains than would be available through participation in the Classic Plan by virtue of the Qualifying Employee's indirect participation in a financing arrangement involving a swap agreement (the Swap Agreement) between the relevant Leveraged Fund and the Bank. In economic terms, the Swap Agreement involves the following exchange of payments: for each Share which may be subscribed for by a Qualifying Employee's respective Total Employee Contribution (expressed in Euros) under the Leveraged Plan at the Reference Price less the Discount, the Bank will finance the subscription of a predetermined number of additional Shares to be subscribed for by the relevant Leveraged Fund (on behalf of the Canadian Participant) (the Bank Contribution).
d) Under the terms of the Swap Agreement, at the end of the applicable Lock-Up Period, the relevant Leveraged Fund will owe to the Bank an amount equal to A -- [B+C], where:
i) "A" is the market value of all the Shares (as recorded on Euronext Paris on the relevant date for each of the Employee Share Offerings) held in the relevant Leveraged Fund (as determined pursuant to the terms of the Swap Agreement);
ii) "B" is the aggregate amount of all Total Employee Contributions; and
iii) "C" is an amount equal to the greater of: (i) a multiple of the Average Increase (as defined below), if any, of the Shares above the Reference Price (where the "Average Increase" is the average price of the Shares based on the average closing price of the Shares over a predetermined number of trading days prior to the end of the Lock-Up Period), and multiplied by, the number of Shares held in the relevant Leveraged Fund (the Appreciation Amount); and (ii) a minimum guaranteed return applied to the Total Employee Contributions in the Leveraged Fund (the Guaranteed Return).
In the event the Average Increase is lower than the Reference Price, the Reference Price will be used instead.
e) At the end of the applicable Lock-Up Period, the Swap Agreement will terminate after the final swap payments are made. A Canadian Participant may then request the redemption of his or her Leveraged Units in consideration for cash or Shares with a value equivalent to: (i) the Total Employee Contribution; plus (ii) the greater of: (A) the Appreciation Amount; and (B) the Guaranteed Return (the Redemption Formula).
f) If, at the end of the applicable Lock-Up Period, the market value of the Shares held in the relevant Leveraged Fund is less than 100% of the Total Employee Contributions plus the Guaranteed Return, the Bank will, pursuant to the terms and conditions of a guarantee contained in the Swap Agreement, make a contribution to the relevant Leveraged Fund to make up any shortfall. Accordingly, Canadian Participants will receive 100% of the value of their Total Employee Contribution, plus the Guaranteed Return, back in Euros.
g) If a Canadian Participant does not request the redemption of his or her Leveraged Units at the end of the Lock-Up Period, his or her investment in the Leveraged Fund will be transferred to the Principal Classic Fund upon the decision of the supervisory board of the Leveraged Fund and Classic Fund (subject to the approval of the French AMF). New Principal Classic Units will be issued to such Canadian Participants in recognition of the assets transferred to the Principal Classic Fund. The Canadian Participants will be entitled to request the redemption of the new Principal Classic Units whenever they wish. However, following a transfer to the Principal Classic Fund, the Total Employee Contribution, the Appreciation Amount and/or the Guaranteed Return will no longer be covered by the Swap Agreement (including the Bank's guarantee contained therein) and the redemption value of the Canadian Participant's investment in the Principal Classic Fund will follow the Share price of the Filer on Euronext Paris.
h) In the event of an Early Redemption and meeting the applicable criteria, the Canadian Participant may request the redemption of Leveraged Units using the Redemption Formula. The measurement of the increase, if any, with respect to the Reference Price, will be carried out in accordance with similar rules to those applied to redemption at the end of the Lock-Up Period, but it will rather be measured using values of the Shares at the time of the Early Redemption instead.
i) At the end of the Lock-Up Period or in the event of an Early Redemption, a Canadian Participant in the Leveraged Plan will, pursuant to the terms and conditions of the guarantee contained in the Swap Agreement, be entitled to receive 100% of his or her Total Employee Contribution, plus the higher of: (i) the Appreciation Amount; and (ii) the Guaranteed Return.
j) Under no circumstances will a Canadian Participant in the Leveraged Plan be liable to any of the Leveraged Fund, the Bank or the Filer for any amounts in excess of his or her Employee Contribution under the Leveraged Plan.
k) During the term of the Swap Agreement, the relevant Leveraged Fund will remit to the Bank an amount equal to the net amounts of any dividends paid on the Shares held in the Leveraged Fund as partial consideration for the obligations assumed by the Bank under the Swap Agreement.
l) For Canadian federal income tax purposes, a Canadian Participant in a Leveraged Plan should be deemed to receive all dividends paid on the Shares financed by either the Total Employee Contribution or the Bank Contribution at the time such dividends are paid to the relevant Leveraged Fund, notwithstanding the actual non-receipt of the dividends by the Canadian Participants.
m) The declaration of dividends on the Shares (in the ordinary course or otherwise) is determined by the board of directors of the Filer and approved by the shareholders of the Filer. The Filer has not made any commitment to the Bank as to any minimum payment of dividends during the term of the Lock-Up Period.
n) Considering that, at the time of the initial investment decision relating to participation in a Leveraged Plan, Canadian Participants will be unable to quantify their potential income tax liability resulting from such participation, the Filer or its Local Related Entities will indemnify each Canadian Participant in the Leveraged Plan for the following costs: tax costs for the Canadian Participants associated with the payment of dividends in excess of a specified amount in Euros per calendar year per Share during the Lock-Up Period, such that, in all cases, a Canadian Participant will, at the time of the original investment decision, be able to determine his or her maximum tax liability in connection with dividends received by the relevant Leveraged Fund on his or her behalf under the Leveraged Plan.
o) At the time the relevant Leveraged Fund's obligations under the Swap Agreement are settled, the Canadian Participant will realize a capital gain (or capital loss) by virtue of having indirectly participated in the Swap Agreement to the extent that amounts received by the relevant Leveraged Fund, on behalf of the Canadian Participant, from the Bank exceed (or are less than) amounts paid by such Leveraged Fund, on behalf of the Canadian Participant to the Bank. Any dividend amounts paid to the Bank under the Swap Agreement will serve to reduce the amount of any capital gain (or increase the amount of any capital loss) that the Canadian Participant would have otherwise realized (or lost). Capital losses (gains) realized by a Canadian Participant may generally be offset against (reduced by) any capital gains (losses) realized by the Canadian Participant on a disposition of the Shares, in accordance with the rules and conditions under theIncome Tax Act (Canada) or comparable provincial legislation (as applicable).
15. Each Fund's portfolio will consist almost exclusively of Shares, although the Leveraged Fund's portfolio will also include rights and associated obligations under the Swap Agreement. The Funds may also hold cash or cash equivalents pending investments in Shares for the purposes of facilitating Unit redemptions.
16. The Reference Price for an Employee Share Offering will not be known to the Canadian Employees until after the end of the applicable reservation period. Once the Reference Price is determined, however, it will be provided to the Canadian Employees prior to the start of the subscription/cancellation period, during which Canadian Employees may choose to revoke all (but not part) of their subscription in the Classic Fund, Leveraged Plan, or both. During this period, Canadian Employees who did not submit a reservation could still participate, but their maximum investment amount will be smaller.
17. The manager of the Funds, Natixis Investment Managers International (the Management Company), is a portfolio management company governed by the laws of France. The Management Company is registered with the French AMF as an investment manager and complies with the rules of the French AMF and provisions of the French Monetary and Financial Code. The Management Company is not, and has no intention of becoming, a reporting issuer under the securities legislation in any jurisdiction of Canada. For any Subsequent Employee Offering, the Management Company may change. In the event of such a change, the successor to the Management Company will comply with the terms and conditions described in this paragraph.
18. The Management Company's portfolio management activities in connection with an Employee Share Offering and the Funds are limited to subscribing for Shares of the Filer, selling such Shares as necessary in order to fund redemption requests, investing available cash in cash equivalents and such activities as may be necessary to give effect to the Swap Agreement.
19. The Management Company is also responsible for preparing accounting documents and publishing periodic informational documents. The Management Company's activities will not affect the underlying value of the Shares.
20. None of the Filer, its Local Related Entities, the Management Company or the Funds, nor any of their directors, officers, employees, agents or representatives will provide investment advice to the Canadian Participants with respect to an investment in Shares or Units.
21. Neither the Local Related Entities, the Management Company nor the Funds are in default of securities legislation of any jurisdiction of Canada.
22. Shares issued pursuant to an Employee Share Offering will be deposited in the relevant Fund's accounts with CACEIS Bank (the Depositary), a large French commercial bank subject to French banking legislation. For any Subsequent Employee Share Offering, the Depositary may change. In the event of such a change, the successor to the Depositary will remain a large French commercial bank subject to French banking legislation. The Depositary carries out orders to purchase, trade and sell securities in the portfolio and takes all necessary action to allow the Funds to exercise the rights relating to the securities held in their portfolio.
23. The Management Company and the Depositary are obliged to act exclusively in the best interests of the holder of the Units (including Canadian Participants) and are liable to them under French legislation for any violation of the rules and regulations governing FCPEs, any violation of the rules of the Funds, or for any self-dealing or negligence.
24. Participation in an Employee Share Offering is voluntary, and Canadian Employees will not be induced to participate in an Employee Share Offering by expectation of employment or continued employment.
25. The Shares and Units are not currently listed for trading on any stock exchange in Canada and there is no intention to have them so listed.
26. All management charges relating to the Funds will be paid from the assets of the Fund or by the Filer, as provided in the rules of the Funds.
27. Units will be evidenced by account statements issued by the relevant Fund at least once per year.
28. The Filer will retain a securities dealer registered as a broker/investment dealer (the Registrant) under the securities legislation of Ontario and Manitoba to provide dealing services to Canadian Employees resident in such provinces who express an interest in an Employee Share Offering and to help make a determination, in accordance with industry practices, as to whether an investment in an Employee Share Offering is suitable for each such Canadian Employee based on his or her particular financial circumstances.
29. Canadian Participants will receive an information package in the French or English language (according to their preference) which will include a summary of the terms of the relevant Employee Share Offering, a description of Canadian income tax consequences relating to the subscription to and holding of Units and the redemption thereof at the end of the applicable Lock-Up Period, a Key Information Document (KID) approved by the French AMF for each Fund describing its main characteristics and reservation and cancellation forms. The information package for Canadian Participants subscribing for units pursuant to the Leveraged Plan will include all the necessary information for general inquiry and support with respect to the Leveraged Plan and will also include a risk statement which will describe certain risks associated with an investment in Leveraged Units pursuant to the Leveraged Plan. The information package will be made available through a link that will be emailed to each Canadian Employee.
30. Canadian Participants will have continuous access to information and relevant statements of their holdings via an online platform of the account keeper.
31. Canadian Participants may consult the Filer's latest Annual Report (Document d'Enregistrement Universel) filed with the French AMF in respect of the Shares, which is available on the Filer's website, as well as a copy of the relevant Fund's rules. Canadian Participants will also have access to the continuous disclosure materials relating to the Filer that are provided to its shareholders generally.
32. As at February 9, 2026, there are approximately 608 Qualifying Employees resident in Canada, of which 162 are in Québec, 244 are in Ontario, 16 are in Manitoba, 9 are in New Brunswick, 176 are in Alberta and 1 is in British Columbia.
33. Units are not transferable by holders of such Units except upon redemption and other than as reflected in the decision document.
Each of the Decision Maker is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.
The decision of the Decision Makers under the Legislation is that the Exemption Sought is granted, provided that:
1. with respect to the Employee Share Offering, the prospectus requirement will apply to the first trade in the relevant Units and Shares acquired by Canadian Participants pursuant to this decision, unless the following conditions are met:
a) the issuer of the security was a foreign issuer on the distribution date, as such term is defined in section 2.15 (1) of Regulation 45-102, section 11(1) of Alberta Rule 72-501 and section 2.8 (1) of OSC Rule 72-503;
b) the issuer of the security:
i) was not a reporting issuer in any jurisdiction of Canada at the distribution date, or
ii) is not a reporting issuer in any jurisdiction of Canada at the date of the trade; and
c) the first trade is made:
i) through an exchange, or a market, outside of Canada, or
ii) to a person or company outside of Canada;
2. for any Subsequent Employee Offering under this decision completed within five years from the date of this decision:
a) the representations other than those set out in paragraphs [3] and [32] remain true and accurate, with the necessary adaptations with respect to the Subsequent Employee Offering; and
b) the conditions set out in paragraph 1 apply to the Subsequent Employee Offering; and
3. in Alberta and Ontario, the prospectus exemption above, for the first trade in any Units or Shares acquired by Canadian Participants pursuant to this decision, is not available with respect to any transaction or series of transactions that is part of a plan or scheme to avoid the prospectus requirements in connection with a trade to a person or company in Canada.
OSC File #: 2026-114
EHP Funds Inc. and EHP Select Alternative Fund
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Relief granted from fund multi-layering restriction in paragraph 2.5(2)(b) of NI 81-102 to permit an investment fund to invest in another investment fund under common management that holds more than 10% of its net assets in securities of other investment funds -- Top fund is an exchange-traded alternative mutual fund that seeks to achieve its investment objectives by investing part of its assets in related alternative fund with the same manager -- Underlying fund will be related alternative mutual fund that may invest more than 10% of NAV in securities of related and unrelated funds an efficient and cost-effective alternative to investing directly in the portfolio assets -- Relief granted from multi-layering restriction in paragraph 2.5(2)(b) to permit in the underlying funds, subject to conditions.
National Instrument 81-102 Investment Funds, ss. 2.5(2)(b) and 19.1.
May 15, 2026
The principal regulator in the Jurisdiction has received an application (the Application) from the Filer on behalf of the Top Fund for a decision under the securities legislation (Legislation) of the Jurisdiction revoking and replacing (the Revocation and Replacement) the Current Decision (as defined below), granting an exemption from paragraph 2.5(2)(b) of National Instrument 81-102 -- Investment Funds (NI 81-102) to: (i) redesignate EHP Select Alternative Fund (formerly designated as an "Underlying Fund" under the Current Decision) as the Top Fund; (ii) remove EHP Foundation Alternative Fund as an Underlying Fund under the Current Decision; and (iii) permit the Top Fund to hold securities of EHP Alpha Strategies Alternative Fund (formerly, EHP Advantage Alternative Fund) (the Underlying Fund), which Underlying Fund in turn will hold more than 10% of its net asset value (NAV) in securities of one or more investment funds (the Third Tier Funds and, each, a Third Tier Fund) (each, a Three-Tier Structure) (the Exemption Sought). The Third Tier Funds may be comprised of: (i) one or more other mutual funds, each of which is, or will be, subject to NI 81-102 and managed by the Filer or an affiliate thereof (each, an EHP Third Tier Fund, and, together with the Top Fund and the Underlying Fund, the Funds and, each, a Fund); and (ii) one or more other investment funds (the Other Funds and, each, an Other Fund).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):
(a) the Ontario Securities Commission is the principal regulator for the Application; and
(b) the Filer has provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 -- Passport System (MI 11-102) is intended to be relied upon in each of the other provinces and territories of Canada (together with Ontario, the Jurisdictions).
Unless expressly defined herein, terms in this decision have the respective meanings given to them in NI 81-102, National Instrument 14-101 -- Definitions or MI 11-102.
Current Decision means In the Matter of EHP Funds Inc. and In the Matter of EHP Global Multi-Strategy Alternative Fund dated October 31, 2024.
This decision is based on the following facts represented by the Filer:
The Filer
1. The Filer is a corporation incorporated under the laws of the Province of Ontario, with its head office located in Toronto, Ontario.
2. The Filer is registered as an investment fund manager in Ontario, Québec, and Newfoundland and Labrador and as a portfolio manager in Ontario.
3. The Filer or an affiliate is, or will be, the investment fund manager of the Top Fund, the Underlying Fund, and each EHP Third Tier Fund.
4. The Filer is not in default of securities legislation in any of the Jurisdictions.
The Funds
5. Each Fund is, or will be, an "alternative mutual fund" organized and governed by the laws of a Jurisdiction or the laws of Canada.
6. Each Fund is, or will be, a reporting issuer in one or more Jurisdictions governed by the provisions of NI 81-102, subject to any exemption therefrom that has been, or may be, granted by the securities regulatory authorities.
7. The securities of the Underlying Fund and the EHP Third Tier Funds may be sold to investors other than the Top Fund and Underlying Fund, respectively.
8. None of the Funds is in default of securities legislation in any of the Jurisdictions.
The Top Fund
9. The investment objective of the Top Fund is to generate superior risk adjusted investment returns over the long-term by utilizing a multi-strategy approach consisting of diversified quantitative, systematic and discretionary investment strategies.
10. The Top Fund currently seeks to achieve its investment objective by investing in securities of alternative mutual funds managed or advised by the Manager, including the Underlying Fund, which in turn will use alternative investment strategies including equity long/short, equity market neutral and credit long/short, by investing in equities, fixed-income exchange-traded funds (ETFs), equity ETFs, commodity ETFs and futures derivative contracts as a part of implementing these strategies.
11. The Top Fund wishes to have the ability to purchase securities of the Underlying Fund, which will hold more than 10% of its NAV in securities of the Third Tier Funds, as described below.
12. The Top Fund will not sell short securities of the Underlying Fund.
13. EHP Global Multi-Strategy Alternative Fund, formerly designated as the "Top Fund" under the Current Decision, was terminated effective December 9, 2025 and thereupon ceased to be a reporting issuer.
The Underlying Fund
14. The investment objective of EHP Alpha Strategies Alternative Fund is to generate superior risk adjusted investment returns over the long-term by utilizing a multi-strategy approach consisting of diversified quantitative and systematic investment strategies. EHP Alpha Strategies Alternative Fund will use alternative investment strategies, including equity long/short, equity market neutral, and credit long/short, by investing in North American equities, fixed-income ETFs, equity ETFs, and treasury futures derivative contracts as a part of implementing these strategies.
15. The Underlying Fund may invest in securities of Other Funds, including the EHP Third Tier Funds and ETFs, in accordance with its investment objective.
16. The Underlying Fund currently invests in one or more Other Funds, where, at the time of purchase, the Underlying Fund holds, in aggregate, more than 10% of its NAV in securities of such Other Funds, which excludes, for greater certainty, index participation units.
17. The Underlying Fund invests in one or more EHP Third Tier Funds for tactical purposes, which investments will, when aggregated with securities of Other Funds held by the Underlying Fund (excluding index participation units), immediately after purchase, comprise, in aggregate, up to 30% of the NAV of the Underlying Fund.
18. As a result of market movement, Third Tier Funds may comprise more than 30% of the NAV of the Underlying Fund at any time.
19. The Underlying Fund will not sell short securities of a Third Tier Fund, excluding index participation units.
20. EHP Foundation Alternative Fund, formerly designated as an Underlying Fund under the Current Decision, was terminated effective December 9, 2025 and thereupon ceased to be a reporting issuer.
General
21. Subsection 2.5(2)(b) of NI 81-102 prohibits an investment fund from investing in another investment fund if, at the time of purchase, the other investment fund has more than 10% of its net assets invested in securities of other investment funds (the Multi-Tier Prohibition).
22. Since the Underlying Fund's investment in securities of the Third Tier Funds may, from time to time, exceed 10% of the NAV of the Underlying Fund, the Multi-Tier Prohibition will prohibit the Top Fund from investing in the Underlying Fund.
23. An investment by the Top Fund in the Underlying Fund would not qualify for the exemptions in paragraph 2.5(4) of NI 81-102 from the Multi-Tier Prohibition because the Underlying Fund does not issue index participation units and is not a clone fund or money market fund.
24. An investment in the Underlying Fund by the Top Fund is an efficient and cost-effective alternative to administering one or more investment strategies directly.
25. An investment by the Top Fund in the Underlying Fund or by the Underlying Fund in a Third Tier Fund represents the business judgment of responsible persons uninfluenced by considerations other than the best interests of the Top Fund or the Underlying Fund, as the case may be.
26. The Other Funds are managed by investment fund managers other than the Filer and its affiliates. Neither the Filer nor its affiliates manage any Other Funds.
27. There will be no duplication of management fees or incentive fees between the Top Fund and the Underlying Fund, and between the Underlying Fund and the EHP Third Tier Funds. The prospectus of the Top Fund and the Underlying Fund will disclose that management fees and incentive fees will not be duplicated amongst such Funds as a result of a Three-Tier Structure.
Three-Tier Structure
28. The Filer will foster standards of fairness in the allocation of orders policy, the purpose of which is to seek the fair treatment for investors in all investment funds managed by the Filer that are involved in a fund of fund structure by assessing material costs between funds that pertain to transaction charges. This policy is designed to isolate material and/or excessive transaction costs associated with significant trades, at the Filer's discretion, and to prevent the dilution of a fund's assets when these material transactions occur by taking steps to ensure that the applicable fund or funds bear(s) the appropriate economic impact of such transaction costs.
29. The Filer will implement a liquidity risk management policy, the purpose of which is to monitor underlying liquidity of investment funds managed by the Filer, with each such investment fund potentially considered a large unitholder investment. This policy seeks to ensure that unitholders are not adversely impacted by trading activities of large unitholders.
30. To manage liquidity risk due to cross-ownership of funds within a Three-Tier Structure, the Filer will use a combination of risk management tools to address the significant investor risk, including: (i) Independent Review Committee (or IRC) approved governance policies that have been adopted to protect all investors in the Funds; (ii) internal portfolio manager notification requirements of significant cash flows into the Funds; (iii) ongoing liquidity monitoring of each Fund's portfolio; and (iv) real time cash projection reporting for the Funds. Each Fund in a Three-Tier Structure will be managed as a stand-alone investment for purposes of the application of these risk management tools.
31. The prospectus of the Top Fund discloses or will disclose in the next regularly scheduled renewal, or amendment if earlier, that the Top Fund invests in securities of the Underlying Fund, and that the Underlying Fund may invest more than 10% of its NAV in securities, on an aggregate basis, of other investment funds, including Third Tier Funds.
32. The prospectus of each Fund in a Three-Tier Structure discloses or will disclose in the next regularly scheduled renewal, or amendment if earlier, that the accountability for portfolio management is: (a) at the level of the Underlying Fund with respect to the selection of Third Tier Funds to be purchased by the Underlying Fund and with respect to the purchase and sale of any other portfolio securities or other assets held by the Underlying Fund; and (b) at the level of each EHP Third Tier Fund with respect to the purchase and sale of portfolio securities and other assets held by that EHP Third Tier Fund.
33. Each Fund in a Three-Tier Structure complies with the requirements under National Instrument 81-106 -- Investment Fund Continuous Disclosure (NI 81-106) relating to top 25 positions portfolio holdings disclosure in its management reports of fund performance and the requirements of Form 81-101F3 -- Contents of Fund Facts Document (Form 81-101F3) relating to top 10 position portfolio holdings disclosure in its Fund Facts as if the Fund was investing directly in the Third Tier Funds.
34. None of the Funds relies on any discretionary relief permitting the Fund to exceed the leverage exposure otherwise permitted under NI 81-102 through the use of borrowing, short selling, and specified derivatives.
35. Except for paragraph 2.5(2)(b) of NI 81-102, each investment by the Top Fund in securities of the Underlying Fund will be made in accordance with the provisions of section 2.5 of NI 81-102.
36. It would not be prejudicial to the public interest to grant the Exemption Sought.
37. As of the date of this decision, the Current Decision will be revoked and replaced with this decision.
The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.
The decision of the principal regulator under the Legislation is that the Revocation and Replacement is granted and the Exemption Sought is granted provided that:
(i) the Filer is the registered investment fund manager of the Top Fund, the Underlying Fund, and each EHP Third Tier Fund;
(ii) an investment by the Top Fund in securities of the Underlying Fund is in accordance with the investment objectives and strategies of the Top Fund;
(iii) the prospectus of the Top Fund discloses or will disclose in the next regularly scheduled renewal, or amendment if earlier, that the Top Fund invests in securities of the Underlying Fund, and that the Underlying Fund may invest more than 10% of its NAV in securities, on an aggregate basis, of other investment funds, including Third Tier Funds;
(iv) the Top Fund's investment in securities of the Underlying Fund and the Underlying Fund's investment in each Third Tier Fund in a Three-Tier Structure is otherwise made in compliance with all other requirements of section 2.5 of NI 81-102, except to the extent that discretionary relief has been granted from any such requirement;
(v) there is no duplication of management fees, incentive fees or administrative fees between each tier of the Three-Tier Structure;
(vi) the Three-Tier Structure is implemented in a manner that seeks the fair treatment for investors in all of the investment funds managed by the Filer that are involved in a Three-Tier Structure by assessing material portfolio transaction costs among all of such investment funds;
(vii) the Filer maintains investor protection policies and procedures that address liquidity and redemption risk due to cross-ownership of funds within a Three-Tier Structure, and each Fund in a Three-Tier Structure is managed as a stand-alone investment for purposes of these policies and procedures;
(viii) each Fund in a Three-Tier Structure complies with the requirements under NI 81-106 relating to top 25 positions portfolio holdings disclosure in its management reports of fund performance and the requirements of Form 81-101F3 relating to top 10 position portfolio holdings disclosure in its Fund Facts as if the Fund was investing directly in the Third Tier Funds; and
none of the Funds relies on any discretionary relief permitting the Fund to exceed the leverage exposure otherwise permitted under NI 81-102 through the use of borrowing, short selling, and specified derivatives.
Application File #: 2026-216
SEDAR+ File #: 06430640
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. |
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Company Name |
Date of Order |
Date of Revocation |
|
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EV Minerals Corporation |
May 6, 2026 |
May 12, 2026 |
|
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Blockchain Venture Capital Inc. |
May 6, 2026 |
May 13, 2026 |
|
||
Spectra7 Microsystems Inc. |
May 15, 2026 |
__________ |
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 |
__________ |
|
||
QYOU MEDIA INC. |
May 1, 2026 |
__________ |
|
||
Lithium Ionic Corp. |
May 4, 2026 |
__________ |
Issuer Name:
Principal Regulator:
Type and Date:
Filing #: 06334487
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Issuer Name:
Principal Regulator:
Type and Date:
Filing #: 06424560
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Issuer Name:
Principal Regulator:
Type and Date:
Filing #: 06273552
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Issuer Name:
Principal Regulator:
Type and Date:
Filing #: 06272907
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Issuer Name:
Principal Regulator:
Type and Date:
Filing #: 06389541
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Issuer Name:
Principal Regulator:
Type and Date:
Filing #: 06252330
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Issuer Name:
Principal Regulator:
Type and Date:
Filing #: 06305191
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Issuer Name:
Principal Regulator:
Type and Date:
Filing #: 06340747
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Issuer Name:
Principal Regulator:
Type and Date:
Filing #: 06255483
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Issuer Name:
Principal Regulator:
Type and Date:
Filing #: 06266705
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Issuer Name:
Principal Regulator:
Type and Date:
Offering Price and Description:
Filing #: 06442115
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Issuer Name:
Principal Regulator:
Type and Date:
Offering Price and Description:
Filing #: 06442687
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Issuer Name:
Principal Regulator:
Type and Date:
Offering Price and Description:
Filing #: 06442204
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Issuer Name:
Principal Regulator:
Type and Date:
Offering Price and Description:
Filing #: 06443875
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Issuer Name:
Principal Regulator:
Type and Date:
Offering Price and Description:
Filing #: 06442953
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Issuer Name:
Principal Regulator:
Type and Date:
Offering Price and Description:
Filing #: 06406486
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Issuer Name:
Principal Regulator:
Type and Date:
Offering Price and Description:
Filing #: 06420548
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Issuer Name:
Principal Regulator:
Type and Date:
Offering Price and Description:
Filing #: 06438234
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Issuer Name:
Principal Regulator:
Type and Date:
Offering Price and Description:
Filing #: 06396129
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Issuer Name:
Principal Regulator:
Type and Date:
Offering Price and Description:
Filing #: 06336824
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Issuer Name:
Principal Regulator:
Type and Date:
Offering Price and Description:
Filing #: 06400473
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Issuer Name:
Principal Regulator:
Type and Date:
Offering Price and Description:
Filing #: 06399233
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Issuer Name:
Principal Regulator:
Type and Date:
Offering Price and Description:
Filing #: 06399024
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Issuer Name:
Principal Regulator:
Type and Date:
Offering Price and Description:
Filing #: 06441237
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Issuer Name:
Principal Regulator:
Type and Date:
Offering Price and Description:
Filing #: 06444474
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Type |
Company |
Category of Registration |
Effective Date |
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THERE IS NOTHING TO REPORT THIS WEEK. |
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CDS Clearing and Depository Services (CDS) -- Proposed Technical Amendments to CDS Procedures -- Post-PTM Clean-up External Procedure Amendments -- Notice of Technical/Housekeeping Rule Submission
CDS has submitted to the Commission proposed technical amendments to the CDS External Procedures resulting from CDS' post-trade modernization initiative (PTM Initiative), which went live on April 28, 2025.
As part of the PTM Initiative, CDS implemented various material and technical amendments to its External Procedures and Forms. CDS has recently completed a review of the External Procedures and Forms and is proposing technical amendments to clean-up the External Procedures and Forms related to the PTM Initiative.
The CDS Notice and the blackline version of the proposed amendments have been posted on CDS's website. These technical amendments will become effective on June 15, 2026.