Item F(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 F(3) of Appendix C of the Rule.
Ontario Securities Commission Rule 13-502, Fees, (2003) 26 OSCB 4339 and 27 OSCB 7747.
Securities Act, R.S.O. 1990, c. S.5 as am., ss. 77(2) and ss. 78(1).
IN THE MATTER OF
THE SECURITIES ACT (ONTARIO)
R.S.O. 1990, CHAPTER S.5, AS AMENDED (the "Act")
IN THE MATTER OF
DEUTSCHE ASSET MANAGEMENT CANADA LIMITED
SCUDDER CANADA GLOBAL EQUITY FUND
SCUDDER CANADA CONTRARIAN VALUE EQUITY FUND II
(the "Existing Pooled Funds")
(Section 147 of the Act)
UPON the application (the "Application") of Deutsche Asset Management Canada Limited, ("DeAMCL"), the manager of the Existing Pooled Funds and any other pooled fund established and managed by DeAMCL from time to time (collectively the "Pooled Funds") to the Ontario Securities Commission (the "Commission") for an order pursuant to section 147 of the Act exempting the Pooled Funds from filing with the Commission the interim and annual financial statements prescribed by subsections 77(2) and 78(1), respectively, of the Act.
AND UPON considering the Application and the recommendation of the staff of the Commission;
AND UPON DeAMCL having represented to the Commission as follows:
1. DeAMCL is a corporation existing under the Canada Business Corporations Act with its registered office in Toronto, Ontario. DeAMCL is, or will be, the manager of the Pooled Funds. DeAMCL is registered under the Act as an advisor in the categories of investment counsel and portfolio manager.
2. The Pooled Funds are, or will be, open-ended mutual fund trusts created under the laws of Ontario. The Pooled Funds will not be reporting issuers in any province or territory of Canada. Units of the Pooled Funds are, or will be, distributed in each of the provinces and territories of Canada without a prospectus pursuant to exemptions from the prospectus delivery requirements of applicable securities legislation.
3. The Pooled Funds fit within the definition of "mutual fund in Ontario" in subsection 1(1) of the Act and are thus required to file with the Commission interim financial statements under subsection 77(2) of the Act and comparative annual financial statements under subsection 78(1) of the Act (collectively, the "Financial Statements").
4. Unitholders of the Pooled Funds (the "Unitholders") receive the Financial Statements for the Pooled Funds they hold. The Financial Statements are prepared and delivered to Unitholders in the form and for the periods required under the Act and the regulation or rules made thereunder (the "Regulation"). DeAMCL and the Pooled Funds will continue to rely on subsection 94(1) of the Regulation and will omit statements of portfolio transactions from the Financial Statements (such statements from which the statements of portfolio transactions have been omitted, the "Permitted Financial Statements").
5. As required by subsection 94(1) of the Regulation, the Permitted Financial Statements will contain a statement indicating that additional information as to portfolio transactions will be provided to a Unitholder without charge on request to a specified address and,
(a) the omitted information shall be sent promptly and without charge to each Unitholder that requests it in compliance with the indication; and
(b) where a person or company requests that such omitted information be sent routinely to that Unitholder, the request shall be carried out while the information continues to be omitted from the subsequent Financial Statements until the Unitholder requests, or agrees to, termination of the arrangement or is no longer a Unitholder.
6. Subsection 2.1(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. The Financial Statements filed with the Commission thus become publicly available.
AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;
IT IS ORDERED by the Commission pursuant to subsection 147 of the Act that the Pooled Funds be exempted from the requirements in subsections 77(2) and 78(1) of the Act to file the Financial Statements with the Commission, provided:
(a) In the absence of other regulatory relief, the Pooled Funds will prepare and deliver to the Unitholders of the Pooled Funds the Permitted Financial Statements, in the form and for the periods required under the Act and the Regulation;
(b) DeAMCL will retain the Financial Statements indefinitely;
(c) DeAMCL will provide the Financial Statements to the Commission or any member, employee or agent of the Commission immediately upon request of the Commission or any member, employee or agent of the Commission;
(d) DeAMCL will provide a list of the Pooled Funds relying on this Order to the Investment Funds Branch of the Commission on an annual basis;
(e) Unitholders of the Pooled Funds will be notified that the Pooled Funds are exempted from the requirements in subsections 77(2) and 78(1) of the Act to file the Financial Statements with the Commission;
(f) In all other aspects, the Pooled Funds will comply with the requirements of Ontario securities law for financial statements; and
(g) This decision, as it relates to the Commission, will terminate after the coming into force of any legislation or rule of the Commission dealing with the matters regulated by subsections 77(2) and 78(1) of the Act.
August 20, 2004.
"Paul M. Moore"
"Harold P. Hands"