Securities Law & Instruments

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – Relief granted to mutual fund for extension of lapse date of prospectus for 60 days – Extension of lapse date will not affect the currency or accuracy of the information contained in the prospectus.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5).

September 28, 2018

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
FRONTENAC MORTGAGE INVESTMENT CORPORATION
(the “Filer” or the “Fund”)

DECISION

The principal regulator in the Jurisdiction has received an application from the Filer for a decision under the securities legislation of the Jurisdiction of the principal regulator (“Legislation”) that the time limits pertaining to filing the renewal prospectus of the Filer dated September 29, 2017 (the “Current Prospectus”) be extended to those time limits that would apply if the lapse date was November 29, 2018 (the “Requested Relief”).

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 Section 4.7(1) of Multilateral Instrument 11-102 – Passport System is intended to be relied upon in each of British Columbia, Alberta, Saskatchewan, Manitoba, New Brunswick, Nova Scotia and Newfoundland & Labrador (together with Ontario, the “Jurisdictions”).

Interpretation

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

Representations

The decision is based on the following facts as represented by the Filer:

1.             Pursuant to the Legislation, the lapse date of the Current Prospectus is September 29, 2018 (the “Current Lapse Date”). Accordingly, under the Legislation, in order to continue distributions of securities of the Fund after the Current Lapse Date, the Filer is required to (i) file a pro forma prospectus on or before August 29, 2018 (at least 30 days prior to the Current Lapse Date, (ii) file a final prospectus on or before October 9, 2018 (no later than 10 days after the Current Lapse Date), and (iii) obtain a receipt for such final prospectus on or before October 19, 2018 (within 20 days after the Current Lapse Date). The Filer filed a pro forma prospectus on August 28, 2018.

2.             The Filer is in discussions with OSC Staff relating to the terms and conditions of the Filer’s transition from oversight by the Investment Funds and Structured Products branch of the OSC as an investment fund issuer to oversight by the Corporate Finance branch of the OSC as a corporate issuer (the “Transition”). The Transition is expected to be completed by September 2019.

3.             The Filer is seeking the Requested Relief in order to allow it sufficient time to conclude its discussions with OSC Staff regarding the terms and conditions of the Transition and to reflect same in the Filer’s 2018 renewal prospectus.

4.             There have been no material changes in the affairs of the Fund since the date of the Current Prospectus. Accordingly, the Current Prospectus represents the current information of the Fund.

5.             Given the disclosure obligation of the Fund, should any material changes occur, the Current Prospectus of the Fund will be amended as required under the Legislation.

6.             The Requested Relief will not affect the accuracy of the information contained in the Current Prospectus and therefore will not be prejudicial to the public interest.

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 Requested Relief is granted.

“Darren McKall”
Manager, Investment Funds and Structured Products
Ontario Securities Commission