Headnote National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – Approval granted for change of manager of a mutual fund – unitholders have received timely and adequate disclosure regarding the change of manager – change of manager is not detrimental to unitholders or the public interest.
Applicable Legislative Provisions
National Instrument 81-102 Mutual Funds, paragraph 5.5(1)(a), section 5.7 and section 19.1.
April 29, 2011
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 frontierAlt Funds Management Limited
(the Filer)
and frontierAlt Opportunistic Bond Fund (the Bond Fund) and frontierAlt Resource Capital Class Fund (the Resource Fund and, together with the Bond Fund, the Funds)
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 of the principal regulator (the Legislation) for approval of the proposed change of manager of the Funds from the Filer to BlackBridge Capital Management Corp. (BlackBridge) under Section 5.5(1)(a) of National Instrument 81-102 Mutual Funds (NI 81-102) (the Approval Sought).
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 (MI 11-102) is intended to be relied upon in all of the provinces of Canada.
Interpretation
Terms defined in National Instrument 41-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.
Representations
This decision is based on the following facts represented by the Filer:
The Filer is a corporation incorporated under the Canada Business Corporations Act with its head office in Toronto, Ontario.
The Filer is the manager and trustee of the Bond Fund and the manager of the Resource Fund.
The Filer is not in default of securities legislation in any jurisdiction of Canada.
The Bond Fund is an open-end investment trust governed by an amended and restated declaration of trust dated as of April 20, 2006, as amended by amendment no. 1 thereto dated February 11, 2008 and amendment no. 2 thereto dated June 10, 2010, under the laws of the province of Ontario.
The Resource Fund is a class of shares of frontierAlt Capital Class Fund Limited, a corporation formed under the Business Corporations Act (Ontario) by articles of incorporation dated April 27, 2007, as amended by articles of amendment dated June 6, 2007 (the Corporation).
Each Fund is a reporting issuer in all of the provinces of Canada and is not in default of securities legislation in any jurisdiction of Canada.
Securities of the Funds are currently offered under a combined simplified prospectus and annual information form each dated June 10, 2010, as it may be amended, and prepared in accordance with National Instrument 81-101 Mutual Fund Prospectus Disclosure. The Funds are subject to NI 81- 102.
The Filer and BlackBridge entered into an agreement dated December 27, 2010, pursuant to which BlackBridge will become the trustee and manager of the Bond Fund and the manager of the Resource Fund, effective on or about April 30, 2011 (the Effective Date), subject to receipt of all necessary regulatory and securityholder approvals and the satisfaction of all other conditions precedent to the proposed transaction (the Transaction).
If the necessary approvals are obtained, the Filer will have no further responsibilities in respect of the Funds after the Effective Date.
A press release dated March 4, 2011 has been issued and filed on SEDAR and amendments to the simplified prospectus and annual information form of the Funds and a material change report were filed on March 11, 2011 in connection with the Transaction.
BlackBridge is a corporation incorporated under the Canada Business Corporations Act with its head office in Toronto, Ontario.
BlackBridge is registered in Ontario as an investment fund manager and as an exempt market dealer. It currently does not act as manager of any investment fund.
BlackBridge is not in default of securities legislation in any jurisdiction of Canada.
Mr. Daniel Shapiro of Toronto, Ontario is the sole shareholder, as well as a director and officer, of BlackBridge. Mr. Shapiro’s principal occupation is acting as the Chief Executive Officer of BlackBridge.
Mr. Darren Latoski of Vancouver, British Columbia and Mr. Michael Drake of Schomberg, Ontario are also directors of BlackBridge.
The directors and officer of BlackBridge have the requisite integrity and experience required under subsection 5.7(1)(a)(v) of NI 81-102.
BlackBridge intends to manage and administer the Funds in substantially the same manner as the Filer. There is no intention to change the investment objectives, fees and expenses, portfolio managers, auditor or custodian of the Funds. All material agreements regarding the administration of the Funds will either be assigned to BlackBridge by the Filer or BlackBridge will enter into new agreements as required. In either case, the material terms of the material agreements of the Funds will remain the same.
The Filer has referred the proposed Transaction to the Independent Review Committee (IRC) of the Funds for its review, and the IRC has provided its positive recommendation that, after reasonable inquiry, it is its opinion that the proposed Transaction achieves a fair and reasonable result for the Funds.
Upon the completion of the proposed Transaction, all current members of the IRC for the Funds will cease to be members of the IRC pursuant to subsection 3.10(1)(c) of National Instrument 81-107 Independent Review Committee for Investment Funds (NI 81-107). In accordance with subsection 3.3(5) of NI 81-107, BlackBridge proposes to fill these vacancies by re-appointing the same individuals to be the new members of the IRC.
At special meetings of securityholders of the Funds held on April 27, 2011 (the Special Meetings), securityholders of the Funds approved the change of manager to BlackBridge, as well as certain other related changes.
Subject to receipt of regulatory approval, the resignation of the Filer as trustee and manager of the Bond Fund and as manager of the Resource Fund will be effective on the Effective Date. On that date, BlackBridge will assume the roles of trustee and manager of the Bond Fund under the existing declaration of trust and management agreement, respectively, of the Bond Fund, and will assume the role of manager of the Resource Fund under the existing management agreement in respect of the Resource Fund.
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 Approval Sought is granted.
“Vera Nunes”
Vera Nunes
Manager, Investment Funds Branch
Ontario Securities Commission
SEDAR # 1640326