Securities Law & Instruments


Order pursuant to subsection 158(1.1) of the Business Corporations Act (Ontario) that an offering corporation is authorized to dispense with its audit committee – Issuer is an indirect wholly-owned subsidiary of a parent company that is subject to audit committee requirements of National Instrument 52-110 Audit Committees (NI 52-110) – Issuer is exempt from audit committee requirements of NI 52-110 – Relief conditional upon issuer continuing to satisfy the subsidiary entity eligibility criteria for exemption from audit committee requirements of NI 52-110 or any successor instrument.

Applicable Legislative Provisions

Business Corporations Act, R.S.O. 1990, c. B.16, ss. 158(1) and (1.1).
National Instrument 52-110 Audit Committees, s. 1.2.

January 17, 2018

Blake, Cassels & Graydon LLP

Attention: Jill Davis

Dear Sir/Madam:

Re:         BMO Nesbitt Burns Inc. (the Filer)

Preliminary Long Form Prospectus dated December 20, 2016

BMO FinTech Sector TACTIC Fund, BMO Canadian Top 15 Small Cap TACTIC Fund, BMO U.S. Top 15 Small Cap TACTIC Fund (collectively, the Funds)

Exemptive Relief Application under Part 19 of National Instrument 41-101 General Prospectus Requirements (NI 41-101)

Application No. 2017/0569; SEDAR Project Number 2568232

By letter dated January 5, 2018 (the Application), the Filer, as manager of the Funds, applied on behalf of the Funds to the Director of the Ontario Securities Commission (the Director) under section 19.1 of NI 41-101 for relief from the operation of subsection 2.3(1.1) of NI 41-101, which prohibits an issuer from filing a final prospectus more than 90 days after the date of the receipt for the preliminary prospectus which relates to the final prospectus.

This letter confirms that, based on the information and representations made in the Application, and for the purposes described in the Application, the Director intends to grant the requested exemption to be evidenced by the issuance of a receipt for the Fund’s final prospectus, subject to the condition that the final prospectus be filed by no later than February 15, 2018.

Yours very truly,

“Darren McKall”
Manager, Investment Funds and Structured Products Branch
Ontario Securities Commission