Mutual Reliance Review System for Exemptive Relief Application -- Extension of distribution beyond lapse date for certain funds to accommodate different lapse dates between principal regulator and other jurisdictions.
Applicable Statutory Provisions
Securities Act, R.S.O 1990, c. S.5, as am., s. 62(5).
October 25, 2005
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN,
MANITOBA, ONTARIO, NEW BRUNSWICK,
NOVA SCOTIA, PRINCE EDWARD ISLAND
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
IN THE MATTER OF
MONTRUSCO BOLTON TAXABLE U.S. EQUITY FUND
MONTRUSCO BOLTON BALANCED + FUND
MONTRUSCO BOLTON T-MAX FUND
MONTRUSCO BOLTON ENTERPRISE FUND and
MONTRUSCO BOLTON INTERNATIONAL EQUITY FUND
(individually, a "MB Fund" and collectively, the "MB Funds")
MRRS DECISION DOCUMENT
The local securities regulatory authority or regulator (the Decision Maker) in each of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland (the Jurisdictions) has received an application from Montrusco Bolton Investments Inc. (Montrusco Bolton), the manager of the MB Funds, for a decision under the securities legislation of the Jurisdictions (the Legislation) that the time limits for the renewal of the simplified prospectuses of the MB Funds dated October 25, 2004 be extended to those time limits that would be applicable if the lapse date of each MB Fund was October 28, 2005 (the Requested Relief).
Under the Mutual Reliance Review System for Exemptive Relief Applications:
(a) the Ontario Securities Commission is the principal jurisdiction for this application; and
(b) this MRRS decision document evidences the decision of each Decision Maker.
Defined terms contained in National Instrument 14-101 Definitions have the same meaning in this decision unless they are defined in this decision.
This decision is based on the following facts represented by Montrusco Bolton:
1. The MB Funds are governed by the laws of Ontario under a Master Trust Agreement dated October 17, 2000 (the Master Trust Agreement) and offered to the public, in each province of Canada, by way of a simplified prospectus (the Prospectus) and an annual information form (the AIF), both dated October 25, 2004.
2. Under the Legislation, the lapse date for each MB Fund is October 28, 2005 in the Province of Québec as per the date of the final receipt issued for the Prospectus and AIF, and October 25, 2005 in all the other Jurisdictions.
3. Each MB Fund is a reporting issuer in each province of Canada and is not in default of any of the requirements of the Legislation.
4. Desjardins Trust Inc. is the trustee for the MB Funds under the Master Trust Agreement. Montrusco Bolton is the manager, promoter, investment advisor and principal distributor of the MB Funds.
5. Pursuant to its review of the proforma prospectus, the proforma annual information form (the Proforma Filing) and the annual and interim financial statements (collectively the Financial Statements) of the MB Funds, the Autorité des marches financiers (the AMF), the principal regulator for the review of the Proforma Filing, filed a preliminary comment letter on October 5, 2005, as per the review period of National Policy 43-201 (in Ontario) and Multilateral Instrument 11-101 (in all the other Jurisdictions). The MB Funds filed the Proforma Filing on September 27, 2005.
6. On Tuesday, October 11, 2005, the AMF issued a first comment letter in which several comments regarding the Financial Statements were raised.
7. Montrusco Bolton believes that responding to the comments on the Financial Statements requires consultation with the auditors of the MB Funds.
8. It is therefore possible that the MB Funds will not be able to file final materials prior to October 25, 2005.
9. There have been no material changes in the affairs of the MB Funds since the Prospectus and the AIF were filed.
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 under the Legislation is that the Requested Relief is granted so long as the MB Funds file the simplified prospectus no later than 10 days after October 28, 2005 and the MB Funds obtain a receipt for the simplified prospectus no later than 20 days after October 28, 2005.