Securities Law & Instruments

Headnote

NP 11-203 -- Process for Exemptive Relief Applications in Multiple Jurisdictions -- Approval of a change of control of a mutual fund manager -- Direct change of control of Manager as a result of an agreement to purchase all of the issued and outstanding common shares in the capital of the Manager.

Applicable Legislative Provisions

National Instrument 81-102 Mutual Funds, s. 5.5(2).

July 23, 2010

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO

(THE "JURISDICTION")

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

NAVINA ASSET MANAGEMENT INC.

("NAVINA" OR THE "MANAGER")

DECISION

July 23, 2010

Background

The principal regulator in the Jurisdiction has received an application from Aston Hill Financial Inc. (the "Filer") for a decision under the securities legislation of the Jurisdiction (the "Legislation") for approval pursuant to subsection 5.5(2) of National Instrument 81-102 Mutual Funds ("NI 81-102") of a change of control of the Manager (the "Approval Sought".)

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

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

(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System ("MI 11-102") is intended to be relied upon in each province and territory of Canada.

Interpretation

Defined terms contained in National Instrument 14-101 Definitions and MI 11-102 have the same meaning in this decision unless they are otherwise defined in this decision.

Representations

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

The Acquisition

1. The Filer has entered into a share purchase agreement dated June 6, 2010 (the "Agreement") with Navina and all of the shareholders of Navina pursuant to which all of the issued and outstanding shares of Navina will be acquired by the Filer (the "Acquisition"). The Acquisition remains subject to the receipt of all applicable regulatory approvals, third party consents, as well as the satisfaction of other customary closing conditions set out in the Agreement.

2. Navina is the manager of the following mutual funds (the "Navina Funds"): Navina Global Resource Fund, Navina Income & Growth Fund, Navina/Lazard U.S. High Yield Bond Fund, Lawrence Enterprise Fund Inc., and Lawrence India Fund.

3. The Acquisition consists of a direct change of control of Navina thereby requiring the approval of the Regulators pursuant to section 5.5(2) of NI 81-102.

Relevant Parties

4. Information about the relevant parties involved in the Acquisition consists of the following:

Aston Hill Financial Inc.

(a) Aston Hill was incorporated under the Business Corporations Act (Alberta) on June 16, 1993 as Green Maple Energy Inc. The corporate name was changed to Overlord Financial Inc. on November 9, 2001 and to the current name on June 5, 2007.

(b) Aston Hill's common shares are listed on the TSX Venture Exchange (the "TSXV") under the symbol "AHF.V". Aston Hill and its subsidiaries are engaged in investment management with expertise in the junior oil and gas investments sector, energy-based trusts, oil and gas property management and high-yield structured products. As at April 30, 2010, Aston Hill and its subsidiaries have $1.953 billion in total assets under management.

(c) Aston Hill's mutual fund business activities are carried out through its wholly-owned subsidiary, Catapult Financial Management Inc. ("Catapult"). Catapult is registered under the Securities Acts of Alberta and Québec as an adviser in the category of portfolio manager and under the Securities Acts of Alberta, Quebec and Ontario as an Investment Fund Manager.

(d) Catapult acts as advisor or sub-advisor to seven mutual funds which are sold to the public under the family names Ark Aston Hill Funds, Ark Catapult Funds and the IA Clarington Funds, among other investment products and services.

(e) No subsidiaries of Aston Hill are registrants in Canada other than Catapult.

Navina Asset Management Inc.

(a) Navina is a private issuer amalgamated under the Business Corporations Act (Ontario) on January 1, 2010.

(b) The principal business of Navina is specialized global asset management with interests in Canada and around the world.

(c) Navina is the manager of the Navina Funds, the securities of which are sold to the public in each of the provinces and territories of Canada except for the Lawrence Enterprise Fund (which was sold to the public in Ontario and Nova Scotia only).

(d) Navina is registered as an adviser in the category of portfolio manager and as an exempt market dealer in Ontario.

Proposed Change of Control

5. The change of control of Navina will not materially affect the operation and administration of the Navina Funds. Navina will remain the manager of the Navina Funds and there is no intention to have Navina merge with Aston Hill or Catapult or to have Catapult become the manager of the Navina Funds in the foreseeable future, nor is there any intention to change the investment objectives or strategies of the Navina Funds. It is intended that the Aston Hill and Navina fund families will be maintained as separate entities. Aston Hill does not intend to increase the management fees that the Navina Funds pay.

6. Aston Hill has considerable experience in the Canadian mutual fund industry through management of the funds managed by Catapult.

7. Aston Hill and Navina will examine ways to integrate back-office operations to reduce expenses both for their respective shareholders and the securityholders of the respective mutual funds they manage.

8. It is possible that some changes to the management of Navina will be made following the completion of the Acquisition; however, it is expected any new directors and officers of Navina to be appointed by Aston Hill will be persons who are already or have recently been directors or officers of a registrant in at least one province of Canada, who are directors or senior officers of Aston Hill, or who are directors or officers of an entity which is already the manager of public mutual funds in Canada.

9. A notice regarding the change of control of Navina was submitted to the registration branch of the OSC on June 7, 2010 pursuant to sections 11.9 and 11.10 of National Instrument 31-103.

10. Pursuant to section 5.8(1)(a) of NI 81-102, each of the securityholders of the Funds were sent a notice of the proposed change of control on June 7, 2010 (the "Notice Date").

11. The Acquisition is currently expected to close in August 2010 following the receipt of the regulatory approvals and the expiration of the notice period provided for in section 5.8(1)(a) of NI 81-102.

Decision

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

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

"Darren McKall"
Assistant Manager, Investment Funds Branch
Ontario Securities Commission