Exemption from the fees otherwise due undersubsection 14(1) of Schedule 1 of the Regulation to the SecuritiesAct (Ontario) on the distribution of units made by an "underlyingfund" arising in the context of non-RSP fund-on-fund structures.
Regulation made under the Securities Act, R.S.O.1990, Reg, 1015, as am., Schedule 1, ss. 14(1).
IN THE MATTER OF
THE SECURITIES ACT R.S.O.,
CHAPTER S. 5, AS AMENDED
IN THE MATTER OF
ELLIOTT & PAGE LIMITED
IN THE MATTER OF
ELLIOTT & PAGE MONEY FUND
(Subsection 59(1) of ScheduleI of the regulation made under the above statute (the "Regulation")
UPON the application of Elliott &Page Limited ("EPL"), the manager and trustee of theElliott & Page Money Fund (the "Money Fund") foran order pursuant to subsection 59(1) of Schedule I of the Regulationexempting the Money Fund from paying duplicate filing fees onan annual basis in respect of the distribution of units (the"Units") of the Money Fund to the Existing Funds (asset out in Schedule "A") and other mutual funds managedby EPL (individually a "Future Fund" and togetherwith the Existing Funds, the "Funds"), and on thereinvestment of distributions of such Units;
AND UPON considering the applicationand the recommendations of the staff of the Commission;
AND UPON EPL having represented to theCommission that:
1. EPL is or will be the manager and trusteeof the Money Fund and the Funds. EPL is a corporation establishedunder the laws of Ontario.
2. Each Fund and the Money Fund is or willbe an open-ended mutual fund trust created under the lawsof the Province of Ontario.
3. The Funds and the Money Fund are or willbe reporting issuers and the Existing Funds and the MoneyFund are not in default of any requirement of the securitiesacts or regulations applicable in each of the provinces andterritories of Canada. The Units of the Funds and the MoneyFund are or will be qualified for distribution pursuant tosimplified prospectuses and annual information forms in thosejurisdictions.
4. As part of their investment strategy, theFunds invest, or will invest, a portion of their assets directlyin Units of the Money Fund (the "Fund-on-Fund Investments").
5. Applicable securities regulatory approvalfor the Fund-on-Fund Investments have, or will be, obtained.
6. Annually, each of the Funds will be requiredto pay filing fees to the Commission in respect of the distributionof its Units in Ontario pursuant to section 14 of Schedule1 of the Regulation and will similarly be required to payfees based on the distribution of its Units in other relevantCanadian jurisdictions pursuant to applicable securities legislationin each of those jurisdictions.
7. Annually, the Money Fund will be requiredto pay filing fees in respect of the distribution of its Unitsin Ontario, including the distribution of the Units to theFunds, pursuant to section 14 of Schedule 1 of the Regulationand will similarly be required to pay fees based on the distributionof its Units in other relevant Canadian jurisdictions pursuantto the applicable securities legislation in each of thosejurisdictions.
8. A duplication of filing fees pursuant toSection 14 of Schedule I of the Regulation may result whenassets of a Fund are invested in the Money Fund, and whena distribution is paid by the Money Fund on Units of the MoneyFund purchased by a Fund which are reinvested in additionalUnits of the Money Fund (the "Reinvested Units").
AND UPON the Commission being satisfiedthat to do so would not be prejudicial to the public interest;
IT IS ORDERED by the Commission pursuantto subsection 59(1) of Schedule I of the Regulation that theMoney Fund is exempt from the payment of duplicate filing feeson an annual basis pursuant to section 14 of Schedule I of theRegulation in respect of the distribution of Units of the MoneyFund to the Funds and the distribution of Reinvested Units,provided that the Money Fund shall include in its notice filedunder section 14(4) of Schedule I of the Regulation a statementof the aggregate gross proceeds realized in Ontario as a resultof the issuance by the Money Fund of (1) Units to the Fundsand (2) Reinvested Units; together with a calculation of feesthat would have been payable in the absence of this order.
January 28, 2003.
"Robert W. Korthals" "KerryD. Adams"