Mutual Reliance Review System for ExemptiveRelief Applications - extension of mutual fund lapse date.
Securities Act, R.S.O., 1990 c. S5, as amended,ss. 62(5).
IN THE MATTER OF
THE SECURITIES LEGISLATIONOF BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN,
MANITOBA, ONTARIO, QUEBEC,NEW BRUNSWICK, NOVA SCOTIA,
PRINCE EDWARD ISLAND, NEWFOUNDLANDAND LABRADOR,
YUKON TERRITORY AND NUNAVUT
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEWSYSTEM FOR
EXEMPTIVE RELIEF APPLICATIONS
IN THE MATTER OF
STRATEGICNOVA CANADIAN LARGECAP GROWTH FUND
STRATEGICNOVA CANADIAN LARGECAP VALUE FUND
STRATEGICNOVA CANADIAN MIDCAPGROWTH FUND
STRATEGICNOVA CANADIAN MIDCAPVALUE FUND
STRATEGICNOVA CANADIAN SMALLCAP FUND
STRATEGICNOVA U.S. LARGE CAPGROWTH FUND LTD.
STRATEGICNOVA U.S. LARGE CAPVALUE FUND
STRATEGICNOVA U.S. MIDCAPVALUE FUND
STRATEGICNOVA U.S. MIDCAPVALUE RSP FUND
STRATEGICNOVA U.S. SMALL CAPFUND
STRATEGICNOVA EMERGING MARKETSFUND
STRATEGICNOVA EUROPE FUND
STRATEGICNOVA EUROPE RSP FUND
STRATEGICNOVA LATIN AMERICAFUND
STRATEGICNOVA WORLD LARGECAP FUND
STRATEGICNOVA WORLD EQUITYFUND
STRATEGICNOVA WORLD EQUITYRSP FUND
STRATEGICNOVA CANADA DOMINIONRESOURCE FUND LTD.
STRATEGICNOVA CANADIAN NATURALRESOURCES FUND
STRATEGICNOVA CANADIAN TECHNOLOGYFUND
STRATEGICNOVA SAMI FUND
STRATEGICNOVA USTECH FUND
STRATEGICNOVA WORLD PRECIOUSMETALS FUND
STRATEGICNOVA WORLD CONVERTIBLEDEBENTURES FUND
STRATEGICNOVA CANADIAN BONDFUND
STRATEGICNOVA CANADIAN DIVIDENDFUND LTD.
STRATEGICNOVA CANADIAN GOVERNMENTBOND FUND
STRATEGICNOVA CANADIAN HIGHYIELD BOND FUND
STRATEGICNOVA CANADIAN MONEYMARKET FUND
STRATEGICNOVA CANADIAN ASSETALLOCATION FUND
STRATEGICNOVA CANADIAN BALANCEDFUND
STRATEGICNOVA COMMONWEALTHWORLD BALANCED FUND LTD.
STRATEGICNOVA TOPGUNS FUND
STRATEGICNOVA CANADIAN AGGRESSIVEBALANCED FUND
STRATEGICNOVA WORLD STRATEGICASSET ALLOCATION FUND
STRATEGICNOVA WORLD STRATEGICASSET ALLOCATION RSP FUND
(COLLECTIVELY, THE "STRATEGICNOVAFUNDS")
MRRS DECISION DOCUMENT
WHEREAS the Canadian securities regulatoryauthority or regulator (the "Decision Maker") in eachof the provinces and territories of British Columbia, Alberta,Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, NovaScotia, Prince Edward Island, Newfoundland and Labrador, YukonTerritory and Nunavut (the "Jurisdictions") has receivedan application (the "Application") from StrategicNovaFunds Management Inc. ("StrategicNova"), manager ofthe StrategicNova Funds and from Dynamic Mutual Funds Ltd. ("Dynamic")which will become the manager of the StrategicNova Funds onor about October 1, 2002, for a decision pursuant to securitieslegislation of the Jurisdictions (the "Legislation")that the time limits pertaining to the distribution of securitiesunder the simplified prospectus and annual information form(the "StrategicNova Prospectus") of the StrategicNovaFunds dated October 30, 2001 be extended to the time limitsthat would be applicable if the lapse date was November 29,2002;
AND WHEREAS under the Mutual RelianceReview System for Exemptive Relief Applications (the "System")the Ontario Securities Commission is the principal regulatorfor the Application;
AND WHEREAS, unless otherwise defined,the terms herein have the meaning set out in National Instrument14-101 Definitions or in Quebec Commission Notice 14-101;
AND WHEREAS the Funds have representedto the Decision Makers that:
1. Dundee Wealth Management Inc. ("DWM"),the parent company of Dynamic, will acquire all of the outstandingshares of StrategicNova Inc. ("SNI") on September30, 2002 and thereafter Dynamic will become the manager ofthe StrategicNova Funds.
2. Each StrategicNova Fund is a reportingissuer as defined in the Legislation and is not in defaultof any of the requirements of such Legislation.
3. Units of the StrategicNova Funds, as applicable,are presently offered for sale on a continuous basis in eachof the Jurisdictions through the StrategicNova Prospectus.The earliest lapse date under the Legislation for the distributionof qualified securities of the StrategicNova Funds pursuantto the StrategicNova Prospectus is October 30, 2002. The earliestlapse date of the Dynamic Prospectus under the Legislationof the Jurisdictions is December 13, 2002. As this date ispast the requested lapse date extension of November 30, 2002,a lapse date extension is not required for the Dynamic Prospectus.
4. Dynamic is currently in the process ofrevising the Dynamic Prospectus to include the StrategicNovaFunds in anticipation of the acquisition of SNI by DWM. Dynamicwill require additional time to revise the disclosure in respectof the StrategicNova Funds so that it is consistent with thepresentation of disclosure for the Dynamic Funds. Dynamicintends to revise the features and options available for theStrategicNova Funds, for example, purchase and redemptionfeatures, so that they are the same as those available forthe Dynamic Funds. In order to do this, Dynamic requires additionaltime to prepare and file a pro forma simplified prospectusand annual information form for review by the CSA. The requestedlapse date extension to November 29, 2002 in respect of theStrategicNova Funds would facilitate this redrafting processand give Dynamic sufficient time to make the necessary revisionsfor consistent disclosure and compliance with National Instrument81-101.
5. There have been no material changes inthe affairs of any StrategicNova Fund since the filing ofthe StrategicNova Prospectus other than those for which amendmentshave been filed. Accordingly, the StrategicNova Prospectusand the amendments thereto represent current information regardingeach StrategicNova Fund.
6. StrategicNova and Dynamic intend to submita pro forma simplified prospectus as soon as possible, butin any event no later than October 30, 2002 to provide theCSA with at least 30 days, as contemplated by subsection 62(2)of the Securities Act (Ontario) (and the corresponding provisionsin other jurisdictions), to review the changes to the proforma simplified prospectus resulting from the inclusion ofthe StrategicNova Funds.
AND WHEREAS under the System, this MRRSDecision Document evidences the decision of each Decision Makers(collectively, the "Decision");
AND WHEREAS each Decision Maker is satisfiedthat the test contained in the Legislation that provides theDecision Maker with the jurisdiction to make the Decision hasbeen met;
THE DECISION of the Decision Makers pursuantto the Legislation is that the time periods provided in theLegislation as they apply to a distribution of securities underthe StrategicNova Prospectus, are hereby extended to the timelimits that would be applicable if the lapse date for the distributionof securities under the StrategicNova Prospectus was November29, 2002.
October 30, 2002.