Securities Law & Instruments

Headnote

Approval granted for a change of control of a manager of mutual funds pursuant to ownership changes of the parent company of the manager.

Rules Cited

National Instrument 81-102 Mutual Funds, subsection 5.5(2).August 10, 2005.

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO, ALBERTA, BRITISH COLUMBIA, MANITOBA,

SASKATCHEWAN, QUÉBEC, NEW BRUNSWICK,

NEWFOUNDLAND AND LABRADOR, NOVA SCOTIA AND

PRINCE EDWARD ISLAND (the "Jurisdictions")

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM FOR

EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

INTEGRA CAPITAL LIMITED (THE "FILER")

 

MRRS DECISION DOCUMENT

Background

The local securities regulatory authority or regulator (each, a "Decision Maker", and together, the "Decision Makers") in each of the Jurisdictions has received an application from the Filer dated June 17, 2005 (the "Application") for approval pursuant to Section 5.5(2) of National Instrument 81-102 -- Mutual Funds ("NI 81-102") for a change of control of the Filer.

Under the Mutual Reliance Review System for Exemptive Relief Applications

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

(b) this MRRS decision document evidences the decision of each Decision Maker, as applicable.

Interpretation

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

Representations

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

1. The Filer is the manager of the Integra mutual funds that are currently offered by simplified prospectus dated August 26, 2004.

2. The Filer is a wholly owned subsidiary of Integra Capital Management Corporation ("Integra").

3. As of the date of the Application, the shares of Integra are owned directly and indirectly as to 67.42% by Old Mutual (U.S.) Holdings Inc. and its affiliates, including Lincluden Management Limited, as to 13.33% by Gryphon Investment Counsel Inc., with the remaining percentage held by members of management of Integra ("Current Management Shareholders").

4. Current Management Shareholders will create a holding company, ICMC Holdings Inc. ("Holdco"). Shares of Integra owned by Current Management Shareholders will be transferred to Holdco. Holdco will also acquire shares of Integra that are owned by Old Mutual (U.S.) Holdings Inc. and its affiliates. The transaction is expected to close on August 31, 2005.

5. Shares of Holdco will be owned by Current Management Shareholders. Additional shares (11.67%) of Holdco will be issued to other employees of the Integra group of companies.

6. While there is a change of control of the Filer, there will be no changes to the directors or officers of the Filer nor to the management and administration of the Funds as a consequence of such change of control.

Decision

Each of the Decision Makers is satisfied that, based on the information and representations contained in the Application and this decision, and for the purposes described in the Application, the Decision Makers, as applicable, hereby grant approval pursuant to Section 5.5(2) of NI 81-102 in respect of the change of control of each of the Filer.

The approval provided herein is subject to compliance with all applicable provisions of NI 81-102.

"Leslie Byberg"
Manager, Investment Funds Branch