Application pursuant to section 6.4(1) of OSC Rule 13-502 Fees -- Exemption based on specific facts, from requirement to pay late fees in connection with late filing of annual and interim financial statements by certain mutual funds.
National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 2.2, 2.4.
Ontario Securities Commission Rule 13-502 Fees, s. 6.4(1) and Appendix D, Item 4(a).
December 5, 2018
Attention: Robert Wallis
Re: CWB Wealth Management Ltd. (the Applicant)
Application under section 8.1 of Ontario Securities Commission Rule 13-502 Fees (OSC Rule 13-502)
Application No. 2018/0546
By letter dated October 2, 2018 (the Application), you applied to the Director (the Director) of the Ontario Securities Commission (the Commission) on behalf of the Applicant for an exemption (the Fee Exemption) under section 8.1 of Rule 13-502 from the requirement to pay a late fee (the Late Fee) under section 6.4(1) of OSC Rule 13-502 in respect of the filing in Ontario of the annual financial statements for the CWB Core Equity Fund, CWB Core Fixed Income Fund, CWB Onyx Growth Solution, CWB Onyx Global Equity Fund, CWB Onyx Diversified Income Fund, CWB Onyx Conservative Solution, CWB Onyx Canadian Equity Fund and CWB Onyx Balanced Solution (collectively, the Funds) for the year ended December 31, 2017 (the Annual Financial Statement) and the interim financial reports for the Funds for the six-month period ended June 30, 2017 (the Interim Financial Reports and together with the Annual Financial Statements, the Disclosure Documents).
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 Applicant is a corporation incorporated under the Business Corporations Act (Alberta). The head office of the Applicant is located in Edmonton, Alberta. The Applicant is the investment fund manager and trustee of the Funds.
2. The Funds are mutual fund trusts established under the laws of the Province of Alberta. The Funds are currently in default for non-payment of the Late Fee and have been noted in default for this reason on the Commission's Reporting Issuer List.
3. Under section 2.2 of National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106), the Annual Financial Statements were required to be filed in British Columbia, Alberta, Saskatchewan, Manitoba and Ontario (the Reporting Jurisdictions) on or before April 2, 2018, and under section 2.4 of NI 81-106, the Interim Financial Reports were required to be filed in the Reporting Jurisdictions on or before August 29, 2017.
4. The Disclosure Documents were filed in British Columbia, Alberta, Saskatchewan and Manitoba through SEDAR prior to the applicable filing deadlines; however, when completing those filings through SEDAR, the Commission was inadvertently not included as a recipient agency of the Disclosure Documents.
5. It was brought to the attention of the Applicant that the Commission was not included as a recipient agency of the Disclosure Documents on June 20, 2018, and the Commission was added as a recipient agency of the Disclosure Documents on June 21, 2018.
6. The Disclosure Documents became publicly available at the time they were filed in British Columbia, Alberta, Saskatchewan and Manitoba, so no investors or prospective investors were impacted by the late addition of the Commission as a recipient agency of the Disclosure Documents.
7. Absent the Fee Exemption, the Applicant would be required to pay the Late Fee in the amount set forth in Row A of Appendix D of OSC Rule 13-502. Appendix D of OSC Rule 13-502 imposes the late fee at a rate of $100 per business day and caps such late fee at a maximum of $5,000 per issuer per calendar year.
8. As the Disclosure Documents were filed more than 50 business days after their respective deadlines, each Fund is subject to the maximum late fee set forth in Row A of Appendix D of OSC Rule 13-502 of $5,000 for each of the 2017 and 2018 calendar years.
This letter confirms that, based on the information provided in the Application, the facts and representations above, and for the purposes described in the Application, the Director is satisfied that it would not be prejudicial to the public interest to grant the Fee Exemption.
The decision of the Director, pursuant to section 8.1 of OSC Rule 13-502, is that each Fund is exempted from paying the $5,000 Late Fee in respect of the 2017 and 2018 calendar years, totaling $80,000 in Late Fees for all of the Funds, incurred in connection with the late filing of the Funds' Disclosure Documents.
DATED at Toronto on this 5th day of December, 2018