Securities Law & Instruments

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- relief from requirement to obtain specific and informed written consent from clients once in each twelve-month period with respect to certain funds -- subject to conditions.

Applicable Ontario Legislation

Ontario Regulation 1015, R.R.O. 1990, ss. 227(2)(b)(ii), 233.

July 31, 2007

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO AND NOVA SCOTIA

(the Jurisdictions)

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

UBS INVESTMENT MANAGEMENT CANADA INC.

(the Filer)

 

MRRS DECISION DOCUMENT

Background

The local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) for an exemption (the Requested Relief) from the requirement that a registrant acting as an adviser and exercising discretionary authority with respect to the investment portfolio or account of a client (in each case, a Client) not purchase or sell securities of a related issuer, or in the course of an initial distribution or a distribution (depending on the Jurisdiction) securities of a connected issuer, to invest in securities of funds managed, or to be managed, by the Filer or an associate or affiliate of the Filer (collectively the Funds), unless once in each twelve month period it provides the Client a copy of its Statement of Policies and obtains the specific and informed written consent of the Client (the Annual Consent Requirement).

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.

Interpretation

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

Representations

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

1. The Filer is a corporation formed under the laws of Canada and has its head office in Toronto. The Filer is registered as an adviser in each of the Jurisdictions. The Filer is a subsidiary of UBS Bank (Canada). UBS Bank (Canada) is a subsidiary of UBS AG.

2. The Filer manages its Client's assets on a discretionary basis with segregated, separate portfolios of securities for each Client that may consist of securities of the Funds. All discretionary clients of the Filer enter into a portfolio management agreement with the Filer whereby each Client specifically consents to the Filer exercising its discretion under the portfolio management agreement to, among other things, buying and/or selling securities of related issuers and/or connected issuers of the Filer, including the Funds.

3. All discretionary clients of the Filer receive a Statement of Policies that lists the related issuers and connected issuers of the Filer when the Client initially retains the services of the Filer. In the event of a significant change in its Statement of Policies, the Filer will provide to each of its Clients a copy of the revised version of, or amendment to, its Statement of Policies.

4. Units of the Funds are, and will be, offered continuously to investors on a private placement basis.

Decision

Each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the Decision has been met.

The decision of the Decision Makers pursuant to the Legislation is that the Requested Relief is granted, provided that the Filer has provided an initial copy of the Filer's Statement of Policies, and has secured the specific and informed consent of the discretionary management Client in advance of the exercise of discretionary authority to invest in the applicable Funds.

"Harold P. Hands"
Commissioner
Ontario Securities Commission
 
"James E.A. Turner"
Commissioner
Ontario Securities Commission