Clearwater Seafoods Income Fund - MRRS Decision

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - fund filed prospectus that contained threeyears of audited financial statements for underlying business- fund itself had not completed financial year - fund unableto use prospectus as a "current AIF" under MultilateralInstrument 45-102 - fund exempt from "current AIF"requirement, subject to conditions.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990 c. S.5, as am.

Applicable Ontario Rules

Multilateral Instrument 45-102 Resale of Securities(2001) 24 OSCB 7029, sections. 1.1, 4.1.

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

ALBERTA, BRITISH COLUMBIA,NEWFOUNDLAND AND LABRADOR,

NOVA SCOTIA, NORTHWEST TERRITORIES,

NUNAVUT, ONTARIO AND SASKATCHEWAN

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

CLEARWATER SEAFOODS INCOMEFUND

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof Alberta, British Columbia, Newfoundland and Labrador, NovaScotia, Northwest Territories, Nunavut, Ontario and Saskatchewan(the "Jurisdictions") has received an applicationfrom Clearwater Seafoods Income Fund (the "Fund")for a decision under the securities legislation of the Jurisdictions(the "Legislation") that the requirement containedin the Legislation to have a "current AIF" (a "CurrentAIF") as defined in Multilateral Instrument 45-102 Resaleof Securities ("MI 45-102") filed on SEDAR to be a"qualifying issuer" (a "Qualifying Issuer")under MI 45-102 shall not apply to the Fund;

AND WHEREAS under the Mutual RelianceReview System for Exemptive Relief Applications (the "System"),the Nova Scotia Securities Commission is the principal regulatorfor this application;

AND WHEREAS, unless otherwise defined,the terms herein have the meaning set out in National Instrument14-101 Definitions;

AND WHEREAS the Fund has representedto the Decision Makers that:

1. The Fund is an unincorporated open-endedtrust established under the laws of Ontario pursuant to adeclaration of trust dated June 5, 2002, as amended and restatedon July 31, 2002.

2. The head office of the Fund is locatedat 757 Bedford Highway, Bedford, Nova Scotia, B4A 3Z7.

3. The authorized capital of the Fund is anunlimited number of units and an unlimited number of specialtrust units, of which 23,287,478 units and 23,381,217 specialtrust units are outstanding.

4. The principal economic interest of theFund is the partnership units it holds, indirectly throughClearwater Seafoods Holdings Trust (the "Trust"),in Clearwater Seafoods Limited Partnership (the "Partnership").The partnership units in the Partnership were purchased bythe Fund with the proceeds from the offering pursuant to theProspectus, as defined below. On the closing of the offering,the Partnership acquired the seafood business (the "ClearwaterSeafoods Business") previously carried on by ClearwaterFine Foods Incorporated ("Clearwater"). Clearwateris not a reporting issuer or the equivalent under the Legislation.None of the Fund, the Trust or the Partnership carried onat the time of the offering or currently carries on, directlyor indirectly, any business other than the Clearwater SeafoodsBusiness.

5. A decision document pursuant to NationalPolicy 43-201 Mutual Reliance Review for Prospectuses andAnnual Information Forms was issued on July 18, 2002 for theFund's (final) prospectus dated July 17, 2002 (the "Prospectus").

6. Since the Fund had not completed a fullfinancial year, the Prospectus did not include audited financialstatements for the Fund's most recently completed financialyear. The Prospectus did include audited financial statementsof the Clearwater Seafoods Business for the years ended December31, 2001, 2000, 1999 and 1998.

7. The Fund is a reporting issuer or its equivalentin each of the Jurisdictions. The Fund is not in default ofits reporting issuer obligations under the Legislation.

8. The units of the Fund are listed and postedfor trading on The Toronto Stock Exchange.

9. To be a Qualifying Issuer under MI 45-102,the Fund must have a Current AIF that contains audited financialstatements for the issuer's most recently completed financialyear filed on SEDAR.

AND WHEREAS under the System, this MRRSDecision Document evidences the decision of each Decision Maker(collectively, the "Decision");

AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Maker with the jurisdiction to make theDecision has been met;

THE DECISION of the Decision Makers underthe Legislation is that the requirement contained in the Legislationto have a Current AIF filed on SEDAR in order to be a QualifyingIssuer under MI 45-102 shall not apply to the Fund providedthat:

(a) the Fund files a notice on SEDAR advisingthat it has filed the Prospectus as an alternative formof annual information form and identifying the SEDAR projectnumber under which the Prospectus was filed;

(b) the Fund files a Form 45-102F2 on orbefore the tenth day after the distribution date of anysecurities certifying that it is a Qualifying Issuer exceptfor the requirement that it have a Current AIF; and

(c) this Decision expires 140 days afterthe Fund's financial year ending December 31, 2002

December 4, 2002.

"H. Leslie O'Brien"