Aurion Capital Management Inc. and Aurion Investment Funds

Headnote

Mutual funds in Ontario (non-reporting issuers) granted an exemption from preparing interim financial statements and an extension of the annual financial statement filing deadline as only held by private pension plan.

Statutes Cited

National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 2.2, 2.3, 5.1(2).

March 29, 2007

IN THE MATTER OF

NATIONAL INSTRUMENT 81-106

INVESTMENT FUNDS CONTINUOUS DISCLOSURE

(NI 81-106)

AND

IN THE MATTER OF

AURION CAPITAL MANAGEMENT INC.

(the Applicant)

AND

IN THE MATTER OF

AURION INVESTMENT FUNDS

ORDER

Background

The Ontario Securities Commission received an application from the Applicant for a decision pursuant to section 17.1 of NI 81-106 exempting the Aurion Investment Funds, which currently consist of the funds set out in Schedule A, and such other funds as the Applicant may create in the future (individually a Fund and collectively the Funds), from:

(a) the requirements in section 2.2 and subsection 5.1(2) of NI 81-106 that the Funds file and deliver their audited annual financial statements on or before the 90th day after their most recently completed financial year (the Annual Financial Statement Deadline); and

(b) the requirements in section 2.3 and subsection 5.1(2) of NI 81-106 that the Funds file and deliver interim financial statements (the Interim Financial Statement Requirement).

Representations

This Order is based on the following facts represented by the Applicant:

1. The Applicant is a corporation incorporated under the laws of Canada and is registered as an advisor in Ontario and in certain other provinces. The Applicant is also registered as a limited mutual dealer in Ontario.

2. Each Fund is and will be governed by a general trust agreement made as of June 30, 2006 (the GTA) and a regulation specific to that Fund in accordance with the laws of Ontario. Pursuant to the GTA, units of Funds may only be purchased by the Shell Canada Pension Trust, the Shell Savings Fund and/or any other pension plan established by Shell Canada Limited in the future (the Shell Canada Pension Plans).

3. Historically, the Applicant managed various accounts for the Shell Canada Pension Plans, each with a different mandate. For corporate governance reasons, the Funds were created to manage the assets of the Shell Canada Pension Plans.

4. Each Fund is a "mutual fund in the jurisdiction" (as such term is defined in NI 81-106) as each Fund is governed by the laws of Ontario. The Funds are not reporting issuers.

5. The fiscal year end of each Fund is and will be December 31st of each year. In accordance with section 2.2 of NI 81-106, the Funds must prepare audited financial statements within 90 days. However, the Shell Canada Pension Plans, which are regulated by the Alberta Superintendent of Financial Institutions, do not have to file their audited financial statements, which would incorporate the audited financial statements of the Funds, until June 30 of each year.

6. In accordance with section 2.3, the Funds must prepare unaudited interim financial statements within 60 days of the end of their most recent interim period. However, the Shell Canada Pension Plans do not require unaudited interim financial statements.

Order

The Director is satisfied that it would not be prejudicial to the public interest to grant the requested relief and orders that the Funds are exempt from the Annual Financial Statement Deadline and the Interim Financial Statement Requirement provided that:

(a) the audited annual financial statements are filed and delivered to the Funds' unitholders within 180 days of the Funds' financial year end;

(b) the only investors in the Funds are the Shell Canada Pension Plans; and

(c) the Shell Canada Pension Plans consent to the requested relief.

Nothing in this Order precludes the Funds from relying on the exemption contained in section 2.11 of NI 81-106 provided the Funds' audited annual financial statements are delivered to unitholders within the time period specified above.

SCHEDULE A

1. Aurion APP Bond Fund

2. Aurion APP Canadian Balanced Fund

3. Aurion APP Equity Fund

4. Aurion Balanced Savings Fund

5. Aurion Canadian Bond Fund

6. Aurion Canadian Equity Fund

7. Aurion Canadian Short Term Investment Fund

8. Aurion DC Canadian Bond Fund

9. Aurion DC Canadian Equity Fund

10. Aurion DC Canadian Short Term Investment Fund

11. Aurion DC Plan Canadian Balanced Fund

12. Aurion International Daily Equity Fund

13. Aurion US Short Term Investment Fund