Ontario Securities Commission
February 7, 2019
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 GLOBAL GROWTH ASSETS INC. (the Manager)
AND
ADVANCED EDUCATION SAVINGS PLAN LEGACY EDUCATION SAVINGS PLAN (each, a Plan, collectively, the Plans)
AND
GLOBAL IMAN FUND (the Fund, and together with the Manager and the Plan, the Filers)
DECISION
Background
The principal regulator in the Jurisdiction has received an application from the Manager for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) for an exemption that the time limits pertaining to filing the renewal of the detailed plan disclosure and plan summary of each Plan (collectively, the Plan Prospectus) and the renewal prospectus of the Fund (the Fund Prospectus) be extended as if the lapse date of the each Plan’s prospectus dated January 31, 2018 and the Fund's prospectus dated April 9, 2018 (together, the Current Prospectuses) is May 31, 2019 (the Exemption Sought).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):
(a) the Ontario Securities Commission (the OSC) is the principal regulator for this application; and
(b) the Manager 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, New Brunswick, Prince Edward Island, Newfoundland and Nova Scotia (together with the Jurisdiction, the Jurisdictions).
Interpretation
Terms defined in National Instrument 14-101 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 Manager:
The Manager is the investment fund manager of each of the Plans and the Fund.
Each Plan is an "Education Savings Plan" under s. 146.1 of the Income Tax Act (Canada).
The Fund is a mutual fund established by a declaration of trust in the province of Ontario.
Units of each Plan are currently qualified for distribution in each of the Jurisdictions under a prospectus dated January 31, 2018 and each Plan is a reporting issuer in each of the Jurisdictions.
Units of the Fund are currently qualified for distribution in each of the Jurisdictions under a prospectus dated April 9, 2018 and the Fund is a reporting issuer in each of the Jurisdictions.
None of the Plans, the Fund, or the Manager, is in default of securities legislation in any of the Jurisdictions.
The lapse date of each Plan’s prospectus is January 31, 2019 (the Current Plan Lapse Date). The lapse date of the Fund’s Prospectus is April 9, 2019 (the Current Fund Lapse Date). Under the Legislation, the distribution of each of the Plan's and the Fund's units would have to cease on the Current Plan Lapse Date and the Current Fund Lapse Date, respectively, unless (a) a pro forma prospectus for each of the Plan and the Fund was filed at least 30 days prior to the Current Plan Lapse Date and the Current Fund Lapse Date, (b) the final prospectus is filed no later than 10 days after the Current Plan Lapse Date and the Current Fund Lapse Date and (c) a receipt for the final prospectus is obtained within 20 days of the Current Plan Lapse Date and Current Fund Lapse Date, respectively.
A pro forma detailed plan disclosure and plan summary for each Plan was filed on December 31, 2018 in connection with the continuous public offering of the units of each Plan. Accordingly, without the Exemption Sought, the Plan Prospectus would have to be filed by February 11, 2019, and a receipt must be obtained by February 20, 2019, in order for the distribution of units of each Plan to continue without interruption.
A pro forma prospectus for the Fund is due to be filed on March 11, 2019. Without the Exemption Sought, the Fund Prospectus would have to be filed by April 19, 2019, and a receipt must be obtained by May 2, 2019, in order for the distribution of units of the Fund to continue without interruption.
OSC staff have indicated to the Manager that they will not be in a position to issue a receipt for the final detailed plan disclosure and plan summary within the required time period. The Exemption Sought is requested to allow the Manager to respond to the concerns of OSC staff without resulting in the Plans or the Fund being forced to cease distribution of its units because each of the Current Plan Prospectus and Current Fund Prospectus has lapsed.
Since the date of the Current Prospectuses, there has been no undisclosed material change in the Plan or the Fund, as appropriate. Accordingly, the Current Prospectuses continue to provide accurate information regarding the Plan or the Fund, as appropriate.
Should any material changes be proposed in the interim, the Current Prospectuses, as appropriate, will be amended accordingly. Therefore, the Exemption Sought will not affect the currency or accuracy of the information contained in either of the Current Prospectuses, 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 Exemption Sought is granted.
“Darren McKall”
Darren McKall
Manager, Investment Funds & Structured Products Branch
Ontario Securities Commission
Application # 2019/0066