Aurion Capital Management Inc. and Aurion Investment Funds - NI 81-106 Investment Fund Continuous Disclosure, ss. 2.1(2), 17.1

Headnote

Exemptive Relief granted to an investment fund from the requirement to audit annual financial statements - Exemption granted because the investment fund is, in substance, a pension plan.

Applicable Legislative Provisions

National Instrument 81-106 - Investment Fund Continuous Disclosure, ss. 2.1(2), s.17.1.

February 22, 2008

IN THE MATTER OF

NATIONAL INSTRUMENT 81-106

INVESTMENT FUND CONTINUOUS DISCLOSURE

(NI 81-106)

AND

IN THE MATTER OF

AURION CAPITAL MANAGEMENT INC.

(the Applicant)

AND

IN THE MATTER OF

AURION INVESTMENT FUNDS

ORDER

Background

The Ontario Securities Commission received an application from the Applicant for a decision pursuant to section 17.1 of NI 81-106 exempting the Aurion Investment Funds which currently consist of the funds set out in Schedule A, and such other funds as the Applicant may create in the future (individually a Fund and collectively the Funds) from the requirement in section 2.1(2) of NI 81-106 that the annual financial statements of the Funds be audited (the Requested Relief).

Representations

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

1. The Applicant is a corporation incorporated under the laws of Canada and is registered as an adviser in Ontario and in certain other provinces. The Applicant is also registered as a limited market dealer in Ontario.

2. Each Fund is or will be governed by a general trust agreement (the GTA) and a regulation specific to that Fund in accordance with the laws of Ontario. Pursuant to the GTA, units of each Fund may only be purchased by the Shell Canada Pension Trust, the Shell Savings Fund and/or any other pension plan established by Shell Canada Limited in the future (the Shell Canada Pension Plans).

3. Historically, the Applicant managed various accounts for the Shell Canada Pension Plans, each with a different mandate. For corporate governance reasons, the Funds were created in 2006 to manage the assets of the Shell Canada Pension Plans.

4. Each Fund is a "mutual fund in the jurisdiction" (as such term is defined in NI 81-106) as each Fund is governed by the laws of Ontario. No Fund is or will become a reporting issuer.

5. The Funds' annual financial statements are prepared in accordance with the requirements of NI 81-106. Such statements are prepared and currently audited at the same time as those of the Shell Canada Pension Plans and are reported on by the same auditor.

6. The audited annual financial statements of the Shell Canada Pension Plans incorporate financial disclosure about the Funds. As part of the audit of the Shell Canada Pension Plans the auditors will perform audit procedures on the net asset value of the Funds, and on the existence and valuations of the investments held by the Funds.

7. The Alberta Superintendent of Pensions regulates the Shell Canada Pension Plans and reviews the audited annual financial statements of the Shell Canada Pension Plans.

8. The Shell Canada Pension Plans are of the view that no additional benefit will be derived from separately auditing the annual financial statements of the Funds and consequently have determined that it is unnecessary to incur the expense of obtaining a separate auditor's report on the annual financial statements of the Funds.

Order

The Director is satisfied that it would not be prejudicial to the public interest to grant the Requested Relief and orders that the Funds are exempt from the requirement to prepare audited annual financial statements, provided that the only investors in the Funds are the Shell Canada Pension Plans.

SCHEDULE A