Gluskin Sheff + Associates Inc.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Registered investment fund manager that is also a reporting issuer exempted from paragraph 12.14(2)(a) of National Instrument 31-103 Registration Requirements and Exemptions, subject to terms and conditions -- Exemption has the effect of allowing the registrant 45 days, instead of the 30 days specified in subsection 12.14(2), to deliver to the regulator its financial information for the first, second, and third interim periods of each financial year.

Applicable Legislative Provisions

Multilateral Instrument 11-102 Passport System, s. 4.7(1).

National Instrument 51-102 Continues Disclosure Obligations, ss. 4.3, 4.3(1), 4.4.

National Instrument 31-103 Registration Requirements and Exemptions, ss. 12.14(2), 12.14(2)(a).

January 28, 2011

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

GLUSKIN SHEFF + ASSOCIATES INC.

(the "Filer")

DECISION

Background

The principal regulator in the Jurisdiction has received an application (the Application) from the Filer for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) exempting the Filer from the provisions (the Interim Financial Information Delivery Requirement) of paragraph (a) of subsection 12.14(2) of National Instrument 31-103 Registration Requirements and Exemptions (NI 31-103) which provide that a registered investment fund manager must deliver to the regulator, no later than the 30th day after the end of the first, second and third interim period of its financial year, its interim financial information for that interim period.

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 British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, Nova Scotia, New Brunswick and the Northwest Territories.

Interpretation

Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined in this decision.

Representations

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

1. The head office of the Filer is located in Ontario.

2. The Filer is registered under the Legislation as an investment fund manager. The Filer is also registered under the Legislation as an adviser in the category of "portfolio manager", and as a dealer in the categories of "exempt market dealer" and "mutual fund dealer". The Filer has recently applied to change its dealer registration, so that it will longer be registered in the category of "mutual fund dealer".

3. The Filer is a reporting issuer, and has been a reporting issuer since May 19, 2006.

4. The Filer is not in default of securities legislation in any jurisdiction of Canada.

5. Under continuous disclosure obligations that are applicable to it as a reporting issuer, the Filer is subject to requirements in section 4.3 of National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) related to its filing of interim financial information for interim periods ending after it became a reporting issuer.

6. Under section 4.4 of NI 51-102, the interim financial report that the Filer is required to file under subsection 4.3(1) of NI 51-102 must be filed on or before the earlier of:

(a) the 45th day after the end of the interim period, and

(b) the date of filing, in a foreign jurisdiction, an interim financial report for a period ending on the last day of the interim period.

7. As a reporting issuer, the Filer is subject to additional requirements, and follows additional procedures, related to the financial information that it is required to file under section 4.4 of NI 51-102, that it would not be subject to or follow if it were only required to deliver this financial information to the regulator under the Interim Financial Delivery Requirement. These additional requirements and procedures include requirements and procedures in respect of board and audit committee approval, certification, and the preparation of Management Discussion and Analysis and a news release.

8. As a reporting issuer, the Filer is also subject to material change reporting requirements which are not applicable to other registrants that are not reporting issuers.

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, in the case of the first, second and third interim periods of each financial year of the Filer, the Filer is exempt from the Interim Financial Information Delivery Requirement for that interim period, provided that:

1. the Filer is then a reporting issuer;

2. the Filer delivers to the regulator its financial information for the period no later than the 45th day after the end of the interim period; and

3. under the continuous disclosure obligations then applicable to the Filer as a reporting issuer, the Filer is not required to file this financial information earlier than the 45th day after the end of the interim period.