Securities Law & Instruments

Headnote

NP 11-203 -- relief granted from short-form eligibility requirement contained in paragraph 2.2(d)(i) of NI 44-101 -- fund has not yet completed full financial year and unable to rely upon new issuer exemption in section 2.7 -- fund will file and incorporate by reference audited interim financial statements.

Applicable Legislative Provisions

NI 44-101 Short Form Prospectus Distributions, s. 2.2(d)(i), 2.7, 8.1.

May 25, 2015

IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (the Jurisdiction) AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS AND IN THE MATTER OF STRATHBRIDGE ASSET MANAGEMENT INC. (the Filer) AND IN THE MATTER OF U.S. FINANCIALS INCOME FUND (the Fund)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer for a decision under the securities legislation of the Jurisdiction (the Legislation) granting an exemption to the Fund from subsection 2.2(d)(i) of National Instrument 44-101 -- Short Form Prospectus Distributions (NI 44-101) to permit the Fund to file a short form prospectus pursuant to NI 44-101 and Form 44-101F1 even though the Fund does not have current annual financial statements (as defined in NI 44-101).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a) the Ontario Securities Commission is the principal regulator for this application; and

(b) the Filer has provided notice that paragraph 4.7(1)(c) of Multilateral Instrument 11-102 -- Passport System (MI 11-102) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador.

Interpretation

Terms defined in National Instrument 14-101 -- Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.

Representations

1. The Filer is a corporation incorporated and subsisting under the laws of Canada.

2. The Filer's registered office is located at 121 King Street West, Standard Life Centre, Suite 2600, Toronto, Ontario, M5H 3T9.

3. The Filer is registered as an investment fund manager, mutual fund dealer, exempt market dealer and portfolio manager in Ontario and is responsible for the administration of the Fund.

4. The Filer is not in default of securities legislation in any of the Jurisdictions (as defined below).

5. The Fund is a closed-end investment trust and non-redeemable investment fund established under the laws of the Province of Ontario.

6. The Fund is a reporting issuer under the laws of all of the Jurisdictions.

7. The Fund is authorized to issue an unlimited number of classes of units and an unlimited number of units of each class.

8. On January 29, 2015, a final long-form prospectus was filed with the securities regulatory authorities in each of the provinces of Canada (the Jurisdictions) to qualify the issuance of the class A units (Class A Units) and class U units (Class U Units) of the Fund in the Jurisdictions. The Class A Units are Canadian dollar denominated and the Class U Units are U.S. dollar denominated. Distributions and redemptions proceeds in respect of Class A Units are payable in Canadian dollars and in respect of Class U Units are payable in U.S. dollars.

9. The Fund completed its initial public offering on February 24, 2015. The Fund's year end is December 31 and accordingly the Fund has not had its first year end and has no audited financial statements in respect of a period ending on a year end.

10. The Fund is not in default of securities legislation in any of the Jurisdictions.

11. As at May 5, 2015, there were 3,396,637 Class A Units and 395,400 Class U Units issued and outstanding.

12. The Class A Units of the Fund are listed on the TSX under the symbol USF.UN.

13. The Filer wishes to be in a position to be able to file a short-form prospectus in accordance with Form 44-101F1 in order to take advantage of the shorter time period in which, and the streamlined procedures by which, the Fund may offer additional Class A Units and Class U Units to the public.

14. The Fund will prepare and file an annual information form, and will prepare, file and audit interim financial statements for the period from the closing of its initial public offering to March 31, 2015 or a date that is not more than 90 days before the date of its preliminary short-form prospectus. The Fund will also prepare and file an interim management report of fund performance for the same period ended March 31, 2015 or a date that is not more than 90 days before the date of its preliminary short-form prospectus. As a result the Fund will be able to incorporate such documents by reference into a short-form prospectus.

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

The decision of the principal regulator under the Legislation is that the Exemption Sought is granted, provided that:

(a) prior to filing a preliminary short-form prospectus: (i) the Fund files an annual information form for the period ended March 31, 2015, (ii) the Fund files audited interim financial statements for the period ended March 31, 2015 or a date that is not more than 90 days before the date of its preliminary short-form prospectus and (ii) the Fund files an interim management report of fund performance for the period ended March 31, 2015 or a date that is not more than 90 days before the date of its preliminary short-form prospectus; and

(b) the Fund includes disclosure regarding this decision under the headings "Documents Incorporated by Reference" and "Additional Information" in any short-form prospectus filed by the Fund.

"Raymond Chan"
Manager, Investment Funds and Structured Products Branch