PineBridge Investments Canada Inc.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Relief granted from sections 12.12(a) and 12.13(a) of National Instrument 31-103 Registration Requirements and Exemptions -- Registrant exempted from delivering its annual financial statements to the regulator within 90 days following the end of its 2010 financial year. -- Change in ownership, change in staff and change in accounting system caused a delay in filing. -- Unique situation which is not likely to reoccur and infrastructure now in place for financial reporting obligations.

Applicable Legislative Provisions

Multilateral Instrument 11-102 Passport System, s. 4.7.

National Instrument 31-103 Registration Requirements and Exemptions, ss. 12.12(a), 12.13(a), 15.1.

April 15, 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

PINEBRIDGE INVESTMENTS CANADA INC.

(the "Applicant")

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Applicant for a decision under section 15.1 of National Instrument 31-103 Registration Requirements and Exemptions ("NI 31-103") for relief from the requirements in sections 12.12(a) and 12.13(a) of NI 31-103 that the Applicant deliver its annual financial statements for the year ended December 31, 2010 (the "Financial Statements") no later than the 90th day after the end of its most recently completed financial year ("Exemption Sought") provided that the Applicant delivers its Financial Statements within 120 days after the end of its 2010 financial year.

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 Applicant 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 the province of Alberta.

Interpretation

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

Representations

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

1. The Applicant is incorporated under the laws of the Province of Ontario with its head office located in Toronto, Ontario.

2. The Applicant is registered as a portfolio manager in Ontario and Alberta. The Applicant is also registered as an exempt market dealer in Ontario.

3. The financial year end of the Applicant is December 31st.

4. The Applicant is part of a group of companies operating as PineBridge Investments ("PineBridge") that was sold by American International Group, Inc. ("AIG") to a private investor on March 26, 2010.

5. As a result of the separation from AIG, the Applicant needed to create a new finance infrastructure, including a new general ledger system.

6. As a further result of the separation from AIG, the majority of the finance team stayed with AIG. After further turnover among the remaining staff, the current finance team, consisting of two persons, was hired in mid-February and early March, 2011.

7. The new finance team are new to the affairs of the Applicant and given their recent appointments they need additional time to familiarize themselves with the Applicant prior to finalizing, approving and filing the Financial Statements.

8. For the reasons referred to above, the Applicant believes that the granting of the relief requested herein would not be prejudicial to the public interest.

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 Exemption Sought is granted provided that the Financial Statements of the Applicant are filed and delivered to the Ontario Securities Commission and Alberta Securities Commission within 120 days of the Applicant's financial year end.