Securities Law & Instruments

Headnote

Item E(1) of Appendix C of OSC Rule 13-502 Fees -- exemption for pooled funds from paying an activity fee of $5,500 in connection with an application brought under subsection 147 of the Act, provided an activity fee be paid on the basis that the application be treated as an application for other regulatory relief under item E(3) of Appendix C of the Rule.

Rules Cited

Ontario Securities Commission Rule 13-502, Fees, (2003) 26 OSCB 891.

Securities Act, R.S.O. 1990, c. S.5 as am., ss. 77(2) and ss. 78(1).

National Instrument 13-101 -- System for Electronic Document Analysis and Retrieval (SEDAR), s. 2.1(1)1.

March 1, 2004

UBS Global Asset Management (Canada)
P.O. Box 85
Toronto-Dominion Centre
Toronto, M5K 1G8

Attention: Mr. Thomas Johnson

Dear Sirs/Mesdames:

Re:
UBS Global Asset Management (Canada) Co. (UBS)
Application for Exemptive Relief under OSC Rule 13-502 Fees (Rule 13-502) Application No. 219/04

By letter dated February 11, 2004 (the Application), UBS, the manager of certain existing pooled funds and other pooled funds to be created and managed by UBS from time to time (collectively, the Pooled Funds), applied to the Ontario Securities Commission (the Commission), under section 147 of the Securities Act (Ontario) (the Act), for relief from subsections 77(2) and 78(1) of the Act, which require every mutual fund in Ontario to file interim and comparative annual financial statements (the Financial Statements) with the Commission.

In the same letter, UBS also applied to the Director for an exemption, pursuant to section 6.1 of Rule 13-502, from the requirement to pay an activity fee of $5,500 in connection with the Application in accordance with item E(1) of Appendix C of Rule 13-502, on the condition that fees be paid on the basis that the Application be treated as an application for other regulatory relief under item E(3) of Appendix C, and from the requirement to pay an activity fee of $1,500 in connection with making this request (the "Fees Exemption").

Item E of Appendix C of Rule 13-502 specifies the activity fee applicable for applications for discretionary relief. Item E(1) specifies that applications under section 147 of the Act pay an activity fee of $5,500, whereas item E(3) specifies that applications for other regulatory relief pay an activity fee of $1,500.

From our review of the Application and other information communicated to staff, we understand the relevant facts and representations to be as follows:

1. UBS is a corporation existing under the laws of Nova Scotia with its head office in Toronto, Ontario. UBS is, or will be, the manager of the Pooled Funds. UBS is registered with the Commission as a Limited Market Dealer and as an Investment Counsel & Portfolio Manager.

2. Each of the Pooled Funds is, or will be, an open-end mutual fund trust established under the laws of the Province of Ontario. The Pooled Funds are not and will not be reporting issuers in any province or territory of Canada. Units of the Pooled Funds are, or will be, distributed in Canada without a prospectus pursuant to exemptions from the registration and prospectus delivery requirements of applicable securities legislation.

3. Each of the Pooled Funds is a "mutual fund in Ontario" as defined in subsection 1(1) of the Act and are required to file Financial Statements with the Commission under subsections 77(2) and 78(1) of the Act.

4. Subsection 2.1(1)1 of National Instrument 13-101 -- System for Electronic Document Analysis and Retrieval (SEDAR) requires that every issuer required to file a document under securities legislation make its filing through SEDAR. Therefore, the Financial Statements filed with the Commission become publicly available.

5. The Application requests relief, under section 147 of the Act, from filing the Financial Statements with the Commission. The activity fee associated with the Application is $5,500, in accordance with item E(1) of Appendix C of Rule 13-502.

6. If, as an alternative, UBS and the Pooled Funds sought an exemption from the requirement to file the Financial Statements via SEDAR, the activity fee for that application would be $1,500 in accordance with item E(3) of Appendix C of Rule 13-502.

7. If the Pooled Funds were reporting issuers seeking the same relief as requested in the Application, such relief could be sought under section 80 of the Act, rather than section 147, and the activity fee for that application would be $1,500 in accordance with item E(3) of Appendix C of Rule 13-502.

Decision

This letter confirms that, based on the information provided in the Application, the facts and representations above, and for the purposes described in the Application, the Director hereby exempts UBS and the Pooled Funds from (i) paying an activity fee of $5,500 in connection with the Application, provided that UBS and the Pooled Funds pay an activity fee on the basis that the Application be treated as an application for other regulatory relief under item E(3) of Appendix C to Rule 13-502; and (ii) paying an activity fee of $1,500 in connection with the Fees Exemption application under item E(3) of Appendix C to Rule 13-502.

"Leslie Byberg"