Aston Hill Asset Management Inc. et al.

Decision

Headnote

Multilateral Instrument 11-102 Passport System -- National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- National Instrument 33-109 Registration Information (NI 33-109) -- relief from certain filing requirements of NI 33-109 in connection with a bulk transfer of business locations and registered and non-registered individuals under an amalgamation in accordance with section 3.4 of Companion Policy 33-109CP to NI 33-109.

Applicable Legislative Provisions

Multilateral Instrument 11-102 Passport System.

National Instrument 33-109 Registration Information and Companion Policy 33-109CP.

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions.

December 30, 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

ASTON HILL ASSET MANAGEMENT INC. (AHAMI),

ASTON HILL INVESTMENTS INC. (AHI),

ASTON HILL MANAGEMENT LIMITED (AHML),

MORRISON WILLIAMS CAPITAL ADVISORS INC.

(MWCA) AND MORRISON WILLIAMS INVESTMENT

MANAGEMENT LP (MWIM)

(the Filers)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filers for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) for relief from the requirements contained in sections 2.2, 2.3, 2.5, 3.2 and 4.2 of National Instrument 33-109 Registration Information (NI 33-109) pursuant to section 7.1 of NI 33-109 to allow the bulk transfer (the Bulk Transfer) of all the registered individuals and all the locations of AHI, AHML, MWCA and MWIM to AHAMI, on or about December 30, 2011, in accordance with section 3.4 of the Companion Policy to NI 33-109 (the Exemption Sought).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions:

(a) the Ontario Securities Commission is the principal regulator for this application; and

(b) the Filers have provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon by each of the Filers in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia and Quebec (collectively with Ontario, the Jurisdictions).

Interpretation

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

Representations

The decision is based on the following facts represented by the Filers:

(a) AHAMI

1. AHAMI is a corporation incorporated under the Business Corporations Act (Ontario) and has its head office in Toronto, Ontario.

2. All of the shares of AHAMI are owned by Aston Hill Financial Inc.

3. AHAMI is registered as an exempt market dealer, investment fund manager and portfolio manager in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario and Quebec.

4. AHAMI is not in default of the securities legislation of any of the Jurisdictions.

(b) AHI

5. AHI was formerly a corporation incorporated under the Business Corporations Act (Alberta) and has its head office in Calgary, Alberta. AHI was continued under the laws of Ontario effective December 16, 2011 in connection with the proposed amalgamation (as described below).

6. All of the shares of AHI are owned by Aston Hill Financial Inc.

7. AHI is registered as an investment fund manager and portfolio manager in Alberta, Ontario and Quebec.

8. AHI is not in default of the securities legislation of any of the Jurisdictions.

(c) AHML

9. AHML was formerly a corporation incorporated under the Business Corporations Act (Alberta) and has its head office in Toronto, Ontario. AHML was continued under the laws of Ontario effective December 16, 2011 in connection with the proposed amalgamation (as described below).

10. All of the shares of AHML are owned by Aston Hill Financial Inc.

11. AHML is registered as an investment fund manager in Ontario.

12. AHML is not in default of the securities legislation of any of the Jurisdictions.

(d) MWCA

13. MWCA is a corporation incorporated under the Business Corporations Act (Ontario) and has its head office in Toronto, Ontario.

14. All of the shares of MWCA are owned by Aston Hill Financial Inc.

15. MWCA is registered as an investment fund manager and portfolio manager in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia and Ontario.

16. MWCA is not in default of the securities legislation of any of the Jurisdictions.

(e) MWIM

17. MWIM is a limited partnership formed pursuant to the Limited Partnerships Act (Ontario) and has its head office in Toronto, Ontario.

18. MWIM is registered as an investment fund manager and portfolio manager in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia and Ontario.

19. MWIM is an indirect wholly owned subsidiary of Aston Hill Financial Inc.

20. MWIM is not in default of the securities legislation of any of the Jurisdictions.

The Transaction

21. Each of the Filers is a wholly owned direct or indirect subsidiary of Aston Hill Financial Inc. The beneficial ownership of, or direct or indirect control or direction over, the Filers by Aston Hill Financial Inc. will not change as a result of the amalgamation.

22. Subject to all necessary approvals, the Filers plan to amalgamate with Aston Hill MW GP Inc. (MWGP) and MW Holdings Inc. (MW Holdings) on or about December 30, 2011 (the Effective Date). Each of MWGP and MW Holdings is a wholly owned direct or indirect subsidiary of Aston Hill Financial Inc.

23. It is intended that the amalgamated company (Amalco) will be known as Aston Hill Asset Management Inc. and its head office will be in Toronto, Ontario.

24. Immediately prior to the amalgamation of AHAMI, AHI, AHML, MWCA, MWGP and MW Holdings, all of the assets and liabilities of MWIM will be transferred to AHAMI in exchange for the issuance of AHAMI common shares which will be distributed to each holder of limited partnership units of MWIM. Thereafter, MWIM will be dissolved and its general partner, MWGP, will amalgamate with the Filers.

25. Amalco will continue the business of AHAMI, AHI, AHML, MWCA and MWIM.

26. On or about December 30, 2011, as a result of the amalgamation, all of the current registrable activities of the Filers will become the responsibility of Amalco. Amalco will assume all of the existing registrations and approvals for all of the registered individuals and all of the locations of the Filers.

27. The Filers do not anticipate that there will be any disruption in the ability of the Filers to trade or advise on behalf of their respective clients either immediately before or immediately after the Bulk Transfer.

28. Amalco will be registered in the same categories of registration and in the same jurisdictions as AHAMI, AHI, AHML, MWCA and MWIM were registered immediately prior to the amalgamation. Accordingly, as a result of the amalgamation, Amalco will be registered as an exempt market dealer, investment fund manager and portfolio manager in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario and Quebec.

29. Amalco will carry on the same business of the Filers in substantially the same manner with substantially the same personnel.

30. Given the significant number of locations and number of registered individuals of AHAMI, AHI, AHML, MWCA and MWIM to be transferred to Amalco, it would be unduly time-consuming to transfer each to Amalco in accordance with the requirements of NI 33-109. Moreover, it is imperative that the transfer of the locations and individuals occur on the same date, in order to ensure that there is no break in registration.

31. The Bulk Transfer will not be contrary to the public interest and will have no negative consequences on the ability of the Filers and Amalco to comply with all applicable regulatory requirements or the ability to satisfy any obligations to the clients of the Filers.

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 Filers make acceptable arrangements with CDS Inc. for the payment of the costs associated with the Bulk Transfer, and make such payment in advance of the Bulk Transfer.

"Pat Chaukos"
Manager, Compliance and Registrant Regulation
Ontario Securities Commission