Mutual Reliance Review System for Exemptive Relief Applications -- Application for an extension of lapse date for a mutual fund prospectus for a specified period of time.
Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5).
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
ALBERTA, BRITISH COLUMBIA, SASKATCHEWAN,
MANITOBA AND ONTARIO
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
IN THE MATTER OF
NORREP FUND AND
NORREP II FUND INC.
(COLLECTIVELY, THE "FUNDS")
MRRS DECISION DOCUMENT
1. WHEREAS the Canadian securities regulatory authority or regulator (the "Decision Maker") in each of Alberta, British Columbia, Saskatchewan, Manitoba and Ontario (the "Jurisdictions") has received an application (the "Application") from the Funds (the "Applicant"), for a decision pursuant to the securities legislation of the Jurisdictions (the "Legislation") that the lapse date for the renewal of the simplified prospectus and annual information form of the Funds dated February 24, 2003 (the "Renewal Prospectus") be extended to the time periods that would be applicable if the lapse date of the Renewal Prospectus was March 25, 2004.
2. AND WHEREAS pursuant to the Mutual Reliance Review System for Exemptive Relief Applications (the "System"), the Alberta Securities Commission is the principal regulator for this Application;
3. AND WHEREAS it was represented by the Applicant to the Commission that:
3.1 Norrep Fund ("Norrep") is an open-ended mutual fund which was established by way of a Trust Agreement dated June 3, 1997, as amended, under the laws of Alberta and has Computershare Trust Company of Canada as trustee.
3.2 Norrep II ("Norrep II") is an open-ended mutual fund corporation incorporated pursuant to the Business Corporations Act (Alberta) on August 30, 2001.
3.3 Norrep Inc., (the "Manager") a corporation having an office in Calgary, Alberta, and is the manager of the Funds.
3.4 The Funds are each a reporting issuer in each of the Jurisdictions.
3.5 Units of Norrep ("Units") and mutual fund shares of Norrep II ("Shares") are currently qualified for distribution in each of the Jurisdictions pursuant to a simplified prospectus and annual information form dated February 24, 2003 (the "Current Prospectus"). The MRRS decision document evidencing final receipts of the securities regulatory authorities in each of the Jurisdictions in respect of the Current Prospectus was issued on February 24, 2003. The lapse date under the legislation of the Jurisdictions (the "Legislation") for distribution of Units and Shares under the Current Prospectus is February 24, 2004.
3.6 There have been no material changes in the affairs of the Funds since the date of the Current Prospectus.
3.7 The Manager has decided to establish a new Fund ("New Fund") prior to February 29, 2004. Accordingly, the Manager would like to qualify the New Fund in each of the Jurisdictions by including the New Fund in the final renewal prospectus and annual information form (the "Renewal Prospectus") of the Funds to avoid having two sets of disclosure documents or alternatively filing a preliminary and amended and restated simplified prospectus and annual information form to incorporate the New Fund and the Funds in one document, paying the costs of preparing, printing and distributing the prospectuses twice.
4. AND WHEREAS pursuant to the System, this Decision Document evidences the decision of each Decision Maker (collectively, the "Decision").
5. AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the Decision has been met;
THE DECISION of the Decision Makers pursuant to the Legislation is that the time limits provided by the Legislation as they apply to the distribution of securities under a prospectus are hereby extended to the time periods that would be applicable if the lapse date for the distribution of securities under the Renewal Prospectus of the Funds was March 25, 2004, provided:
(i) the Renewal Prospectus of the Funds is filed in Final form no later than April 4, 2004, and
(ii) a final receipt is issued for the Renewal Prospectus no later than April 14, 2004.
February 13, 2004.