Abria Alternative Investments Inc. and Abria Diversified Arbitrage Trust

Headnote

Mutual fund in Ontario (non-reporting issuer) granted a one-time extension of the annual financial statement filing deadline as fund provides exposure to offshore investment fund for which audited financial information not yet available.

Rules Cited

National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 2.2, 5.1(2), 18.3.

July 28, 2006

IN THE MATTER OF

NATIONAL INSTRUMENT 81-106

INVESTMENT FUND CONTINUOUS DISCLOSURE

AND

IN THE MATTER OF

ABRIA ALTERNATIVE INVESTMENTS INC.

(the Applicant)

AND

IN THE MATTER OF

ABRIA DIVERSIFIED ARBITRAGE TRUST

(the Fund)

ORDER

Background

The Ontario Securities Commission received an application from the Applicant, on behalf of the Fund, for a decision pursuant to section 17.1 of National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106) exempting the Fund from:

(a) the requirement in sections 2.2 and 18.3 of NI 81-106 that the Fund file its audited annual financial statements on or before the 120^th day after its most recently completed financial year (the Filing Deadline); and

(b) the requirement in subsection 5.1(2) of NI 81-106 that the Fund deliver its audited annual financial statements to securityholders by the Filing Deadline (the Delivery 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 Ontario.

2. The Applicant is registered as an investment counsel and portfolio manager and as a limited market dealer under the Securities Act (Ontario) (the Act).

3. The Applicant is the trustee and manager of the Fund. The Fund is an open-ended mutual fund trust established under the laws of Ontario and is offered to investors pursuant to exemptions from the prospectus requirement under the Act. The Fund currently has a year-end of March 31, 2006. The Fund intends to elect to have a 15 month financial year and change its year-end to June 30 for its 2007 and subsequent financial years.

4. The Fund's investment objectives are to preserve capital, and to provide investors with stable, tax efficient, low risk returns. The Fund seeks to achieve its investment objectives by investing in Canadian common shares and obtaining indirect exposure to the returns of Abria Diversified Arbitrage Fund Ltd. (ADAF). ADAF is organized as an exempted company under the laws of the Cayman Islands.

5. ADAF primarily invests its assets in the Arbitrage Master Segregated Portfolio (the Master Fund) of Abria International SPC Limited, an exempted segregated portfolio company under the laws of the Cayman Islands. The financial year-end of the Master Fund is June 30. The Master Fund primarily invests its assets in a portfolio of underlying independently managed hedge funds (the Underlying Funds). The Underlying Funds have varying financial year-ends and are subject to a variety of financial reporting deadlines.

6. The audit of ADAF is not complete and it is not possible to complete the audit of the Fund until the audit of ADAF has been completed. The audit of ADAF is not complete because audited financial statements of one of the Underlying Funds are not yet available. The investment represented by that Underlying Fund is considered material by the auditors. The Underlying Fund was established in late 2004 and is in the process of completing its first audited financial statements.

7. The Fund's auditors will not provide an audit opinion on the Fund's annual financial statements unless the audit of the financial statements of ADAF is complete.

8. Sections 2.2 and 18.3 together with subsection 5.1(2) of NI 81-106 require the Fund to file and deliver its 2006 annual audited financial statements by July 28, 2006.

9. The Fund will not be able to meet the Filing Deadline and will not be able to comply with the Delivery Requirement.

Order

The Director is satisfied that it would not be prejudicial to the public interest to grant the requested relief and orders that the Fund is exempt from the requirement to file its 2006 annual audited financial statements by the Filing Deadline and from the Delivery Requirement, provided that the 2006 audited annual financial statements are filed and delivered by September 15, 2006.

Nothing in this Order precludes the Fund from relying on the exemption contained in section 2.11 of NI 81-106 provided the 2006 audited annual financial statements are delivered by September 15, 2006.