Exemption from the fees otherwise due under subsection 14(1) of Schedule 1 of theRegulation to the Securities Act on a distribution of units made by an "underlying" funddirectly (i ) to a "clone' fund, (ii) to the "clone" fund's counterparties for hedging purposesand (iii) on the reinvestment of redistributions on such units.
Regulation made under the Securities Act, R.R.O 1990, Reg, 1015, as am., Schedule 1,ss. 14(1), 14(4) and 59(1).
R.S.O. 1990, CHAPTER S. 5, AS AMENDED
IN THE MATTER OF
ALTAMIRA JAPANESE OPPORTUNITY FUND
ALTAMIRA SCIENCE AND TECHNOLOGY FUND
ALTAMIRA e-business FUND
(Subsection 59(1) of Schedule I of the Regulation made under the above statute (the "Regulation"))
UPON the application of Altamira Investment Services Inc. ("Altamira"), themanager and trustee of Altamira RSP Japanese Opportunity Fund, Altamira RSPScience and Technology Fund, Altamira RSP e-business Fund and other similar fundsestablished by Altamira from time to time (collectively, the "RSP Funds") and AltamiraJapanese Opportunity Fund, Altamira Science and Technology Fund, Altamira e-business Fund and other similar funds established by Altamira from time to time(collectively, the "Underlying Funds") to the Ontario Securities Commission (the"Commission") for an order pursuant to subsection 59(1) of Schedule I of theRegulation exempting the Underlying Funds from paying duplicate filing fees on anannual basis in respect of the distribution of units of the Underlying Funds to the RSPFunds, the distribution of units of the Underlying Funds to counterparties with whom theRSP Funds have entered into forward contracts and on the reinvestment ofdistributions on such units;
AND UPON considering the application and the recommendation of the staff ofthe Commission;
AND UPON Altamira having represented to the Commission that:
1. Altamira is the manager and trustee of the RSP Funds and the UnderlyingFunds. Altamira is a corporation continued under the laws of Canada.
2. Each of the RSP Funds and the Underlying Funds is, or will be, an open-endedunincorporated mutual fund trust established under the laws of Ontario.
3. The units of the RSP Funds and the Underlying Funds are, or will be, qualifiedfor distribution pursuant to simplified prospectuses and annual information formsfiled across Canada.
4. Each of the RSP Funds and the Underlying Funds is, or will be, a reportingissuer under the securities laws of each of the provinces and territories ofCanada. None of the RSP Funds or the Underlying Funds is in default of anyrequirements of the securities legislation, regulations or rules applicable in eachof the provinces and territories of Canada.
5. As part of their investment strategy, the RSP Funds enter into forward contractswith one or more financial institutions (the "Counterparties") that link the returnsto an Underlying Fund.
6. A Counterparty may hedge its obligations under a forward contract by investingin units (the "Hedge Units") of the applicable Underlying Fund.
7. As part of their investment strategy, the RSP Funds may purchase units of theUnderlying Funds (the "Fund on Fund Investments").
8. Applicable securities regulatory approvals for the Fund on Fund Investments andthe RSP Funds' investment strategies have been obtained.
9. Annually, each of the RSP Funds will be required to pay filing fees to theCommission in respect of the distribution of its units in Ontario pursuant tosection 14 of Schedule I of the Regulation and will similarly be required to payfees based on the distribution of its units in other relevant Canadian jurisdictionspursuant to the applicable securities legislation in each of those jurisdictions.
10. Annually, each of the Underlying Funds will be required to pay filing fees inrespect of the distribution of its units in Ontario, including units issued to theRSP Funds and the Hedge Units, pursuant to section 14 of Schedule I of theRegulation and will similarly be required to pay fees based on the distribution ofits units in other relevant Canadian jurisdictions pursuant to the applicablesecurities legislation in each of those jurisdictions.
11. A duplication of filing fees pursuant to Section 14 of Schedule I of the Regulationmay result when (a) assets of an RSP Fund are invested in the applicableUnderlying Fund (b) Hedge Units are distributed and (c) a distribution is paid byan Underlying Fund on units of the Underlying Fund held by the applicable RSPFund or Hedge Units which are reinvested in additional units of the UnderlyingFund (the "Reinvested Units").
AND UPON the Commission being satisfied to do so would not be prejudicial tothe public interest;
IT IS ORDERED by the Commission pursuant to subsection 59(1) of Schedule Iof the Regulation that the Underlying Funds are exempt from the payment of duplicatefiling fees on an annual basis pursuant to section 14 of Schedule I of the Regulation inrespect of the distribution of units of the Underlying Funds to the RSP Funds, thedistribution of Hedge Units to Counterparties and the distribution of Reinvested Units,provided that each Underlying Fund shall include in its notice filed under subsection14(4) of Schedule I of the Regulation a statement of the aggregate gross proceedsrealized in Ontario as a result of the issuance by the Underlying Funds of (1) unitsdistributed to the RSP Fund, (2) Hedge Units and (3) Reinvested Units; together with acalculation of the fees that would have been payable in the absence of this order.
April 4th, 2000.
"J. A. Geller" "Theresa McLeod"