Application pursuant to s.6.1 of OSC Rule 13-502 Fees - exemption from requirement to pay activity fee of $5,500 in connection with an application brought under s. 147 of the Act because the application is in substance an application for a lapse date extension under s.62(5) of Act to which an activity fee of only $1,500 should apply.
Securities Act, R.S.O. 1990, c. s.5 as am., subsection 62(5) and section 147.
Ontario Securities Commission Rule 13-502 Fees, Appendix C, Items F(1) and F(3).
January 14, 2005
Attention: Wendi Locke
Brandes International Equity Fund II
Application under s. 6.1 of OSC Rule 13-502--Fees ("Rule 13-502")
App. No. 017/05
By letter dated December 20, 2004 (the "Application"), you applied on behalf of Brandes Investment Partners & Co. ("Brandes"), the manager and trustee of the Brandes International Equity Fund II (the "Fund"), to the Canadian securities regulatory authorities under section 147 of the Securities Act (Ontario) (the "Act") for an extension of the time limits pertaining to the distribution of securities under the simplified prospectus and annual information form of the Fund dated January 23, 2004 (together, the "Fund Prospectus").
By letter dated January 11, 2005, you additionally applied to the Director on behalf of Brandes for the following:
(i) an exemption, pursuant to subsection 6.1 of Rule 13-502 (the "Fee Exemption"), from the requirement to pay an activity fee of $5,500 in connection with the Application in accordance with item F(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 F(3) of Appendix C of Rule 13-502; and
(ii) an exemption from the requirement to pay an activity fee of $1,500 in connection with the Fee Exemption application. From our review of the Application and other information communicated to staff, we understand the relevant facts and representations to be as follows:
1. The Fund is a reporting issuer in each of the provinces and territories of Canada (the "Jurisdictions") and is not in default of any filing requirements under the securities legislation of any of the Jurisdictions.
2. The units of the Fund (the "Units") are qualified for distribution in each of the Jurisdictions by means of the Fund Prospectus that was prepared and filed in accordance with Canadian securities regulatory requirements.
3. The lapse date of the Fund Prospectus is January 23, 2005, however, the Fund is expected to be terminated on or about February 15, 2005.
4. In the Application, Brandes requested under section 147 of the Act an extension of the time limits pertaining to the distribution of Units under the Fund Prospectus. Item F(1) of Appendix C of Rule 13-502 specifies that applications under section 147 of the Act pay an activity fee of $5,500.
5. If Brandes were ultimately renewing the Fund Prospectus, rather than terminating the Fund, it would have sought an extension of the lapse date applicable to the Fund Prospectus pursuant to subsection 62(5) of the Act. The activity fee for such an application would be $1,500 in accordance with item F(3) of Appendix C of Rule 13-502.
This letter confirms that, based on the information provided in the Application, and the facts and representations above, and for the purposes described in the Application, the Director hereby exempts Brandes and the Fund from:
(a) paying an activity fee of $5,500 in connection with the Application, provided that the Fund pay an activity fee on the basis that the Application be treated as an application for other regulatory relief under item F(3) of Appendix C to Rule 13-502; and
(b) paying an activity fee of $1,500 in connection with the Fee Exemption application under item F(3) of Appendix C to Rule 13-502.