Altamira Management Ltd. - MRRS Decision
Headnote
Exemption from the reporting requirements ofclause 117(1)(c) of the Securities Act (Ontario) provided thatcertain disclosure is made in the statement of portfolio transactionsfor each mutual fund.
Statutes Cited
Securities Act (Ontario), R.S.O. 1990 c. S.5,as am., 117(1)(c) and 117(2).
IN THE MATTER OF
THE SECURITIES LEGISLATIONOF
BRITISH COLUMBIA, ALBERTA,SASKATCHEWAN,
ONTARIO, NOVA SCOTIA AND NEWFOUNDLANDAND LABRADOR
AND
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEWSYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF
ALTAMIRA MANAGEMENT LTD.
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof the provinces of British Columbia, Alberta, Saskatchewan,Ontario, Nova Scotia and Newfoundland and Labrador (the "Jurisdictions")has received an application (the "Application") fromAltamira Management Ltd. (the "Applicant") for a decisionby each decision maker (the "Decision") pursuant tothe securities legislation of the Jurisdictions (the "Legislation")that the provisions of the Legislation requiring a managementcompany of a mutual fund, or in British Columbia a mutual fundmanager, to file a report, within 30 days after each month endand in respect of each mutual fund for which it provides services,relating to every purchase or sale effected by such mutual fundthrough any related person or company with respect to whichthe related person or company received a fee from the mutualfund or from the other party to the transaction or both (the"Reporting Requirement") not apply to purchases andsales effected by funds established or to be established forwhich the Applicant acts as investment manager (the "Funds")through National Bank Financial Inc. (the "Related Company").
AND WHEREAS pursuant to the Mutual RelianceReview System for Exemptive Relief Applications (the "System"),the Ontario Securities Commission is the principal regulatorfor this Application;
AND WHEREAS the Applicant has representedto the Decision Makers that:
1. The Applicant is a corporation continuedunder the laws of the Province of Ontario and is a wholly-ownedsubsidiary of National Bank of Canada ("NBC").
2. The Applicant is registered as an adviserin the category of investment counsel and portfolio managerwith the securities regulatory authorities in each provinceand territory except Quebec where it is registered as an advisor.
3. The Applicant is the investment managerof the Funds, and is responsible for managing the investmentportfolios of the Funds.
4. Each of the Funds is or will be an open-endmutual fund trust formed under the laws of Ontario, exceptfor Altamira Capital Growth Fund Limited, which is an open-endmutual fund corporation governed by the Business CorporationsAct (Ontario), and AltaFund Investment Corp., and AltamiraDividend Fund Inc., which are each an open-end mutual fundcorporation governed by the Canada Business CorporationsAct.
5. The Applicant, in its capacity as investmentmanager, may effect portfolio transactions through the RelatedCompany which is also a wholly-owned subsidiary of NBC.
6. The Applicant has disclosed in the Funds'annual information form that the Related Company receivesbrokerage commissions on portfolio transactions from the Funds.The Applicant will disclose in the Funds' annual informationform that portfolio transactions of the Funds may be executedby the Related Company provided such transactions are madeon terms and conditions comparable to those offered by unrelatedbrokers and dealers.
7. The Applicant has discretion to allocatebrokerage business in a manner that they believe to be ina Fund's best interests. The purchase and sale of securitieseffected through the Related Company represents the businessjudgment of responsible persons uninfluenced by considerationsother than the best interests of the Funds. In allocatingbrokerage, consideration is given to commission rates andto research, execution and other services offered.
8. The Applicant has disclosed and will continueto disclose in the Funds' annual financial statements theamount of brokerage commissions paid by each Fund on tradeswith the Related Company.
9. The Related Company is registered in Ontarioas a dealer in the category of broker/investment dealer, isa member of the Investment Dealers Association and is an approvedparticipant on The Toronto Stock Exchange and The MontrealExchange.
10. In the absence of this Decision, the Legislationrequires the Applicant to file a report on a monthly basisin respect of every purchase or sale of securities effectedthrough the Related Company stating the issuer of the securitiespurchased or sold, the class or designation of the securities,the amount or number of securities, the consideration, thename of the Related Company receiving the fee, the name ofthe person that paid the fee to the Related Company and theamount of the fee received by the Related Company.
11. It would be costly and time consumingfor the Applicant to provide the information required by theLegislation on a monthly and segregated basis.
AND WHEREAS pursuant to the System thisMRRS Decision Document evidences the decision of each DecisionMaker;
AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Maker with the jurisdiction to make theDecision has been met;
THE DECISION of the Decision Makers pursuantto the Legislation is that the Reporting Requirement shall notapply so as to require the Applicant to file a report on a monthlybasis in respect of every purchase and sale of securities bya Fund which is effected through the Related Company and withrespect to which the Related Company received a fee from theFund or from the other party to the transaction or both,
PROVIDED THAT the Decision shall onlyapply if the statement of portfolio transactions prepared andfiled for each Fund in accordance with the Legislation discloses,in respect of every class or designation of securities of anissuer bought or sold during the period to which the statementof portfolio transactions relates:
(a) the name of the Related Company;
(b) the amount of fees paid to the RelatedCompany; and
(c) the person or company that paid thefees.
January 29, 2003.
"Howard I. Wetston" "RobertW. Davis"