Headnote National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – Relief granted for extension of lapse date of prospectus – Lapse date extended due to Filer’s inadvertent failure to file a pro forma prospectus not less than thirty days prior to the lapse date as per section 62(2) of the Securities Act (Ontario).
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S.5, as amended, s. 62(5)
April 14, 2014
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
LDIC INC.
(the Filer)
AND
IN THE MATTER OF
LDIC NORTH AMERICAN ENERGY INFRASTRUCTURE FUND
(the Fund)
DECISION
Background
The principal regulator in the Jurisdiction has received an application from the Filer, on behalf of the Fund, for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) for the time limits for the filing of the pro forma simplified prospectus (the Renewal Prospectus), final simplified prospectus and receipt for the final simplified prospectus as prescribed by subsection 62(2) of the Securities Act (Ontario) (the Act) and the equivalent provisions in the securities legislation of the Other Jurisdictions (as defined below) to be extended to the time periods that would be applicable if the lapse date for the distribution of the Class A and Class F units of the Fund (the Units) had been May 2, 2014 (the Exemption Sought), in accordance with subsection 62(5) of the Act and the equivalent provisions contained in the securities legislation of the Other Jurisdictions.
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 British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, Newfoundland and Labrador, Nova Scotia, New Brunswick, Prince Edward Island, Yukon Territory, Northwest Territories and Nunavut Territory (the Other Jurisdictions).
Interpretation
Terms defined in National Instrument 14-101 Definitions or 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 pursuant to the laws of the Province of Ontario. The Filer is the manager and portfolio advisor of the Fund. The head office of the Filer is located in Toronto, Ontario.
The Fund is organized as a mutual fund trust and has been established pursuant to a declaration of trust under the laws of the Province of Ontario.
The Fund is a reporting issuer in the Jurisdiction and each of the Other Jurisdictions.
Neither the Filer nor the Fund are in default of the Legislation.
The Units are currently distributed to the public in the Jurisdiction and the Other Jurisdictions pursuant to a simplified prospectus dated April 18, 2013 (the Current Prospectus). The lapse date for the Current Prospectus under the Legislation is April 18, 2014 (the Lapse Date).
The Filer intended to file the Renewal Prospectus on March 18, 2014 (the Pro Forma Filing Deadline), being 30 days before the Lapse Date, in accordance with subsection 62(2)(a) of the Act, but through inadvertence failed to do so. As soon as the Filer realized that the Pro Forma Filing Deadline had passed, it filed the Renewal Prospectus as expeditiously as possible.
On April 4, 2014, the Renewal Prospectus was filed under SEDAR project number 2190418 in each of the Jurisdiction and the Other Jurisdictions.
If the Exemption Sought is not granted, the Fund will have to cease distribution of the Units to investors after the Lapse Date.
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.
“Raymond Chan”_____________
Raymond Chan
Manager, Investment Funds
Ontario Securities Commission