Mutual Reliance Review System for Exemptive Relief Applications - application for mutual fund lapse date extension.

Applicable British Columbia Provisions

Securities Act, R.S.B.C. 1996, c.418, s. 70
Securities Rules, B.C. Reg. 194/97, s. 121, 122, 123 and 124.


IN THE MATTER OF
THE SECURITIES LEGISLATION OF THE PROVINCES OF
BRITISH COLUMBIA, ALBERTA AND ONTARIO

AND

IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF
APPLICATIONS

AND

IN THE MATTER OF NORREP FUND


MRRS DECISION DOCUMENT


WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in each of the provinces of Alberta, British Columbia and Ontario (the "Jurisdictions") has received an application (the “Application”) from the Norrep Fund (the "Fund"), for a decision pursuant to the securities legislation of the Jurisdictions (the "Legislation") extending the lapse date prescribed by the legislation for the filing of the Fund’s final simplified prospectus and final annual information form up to May 11, 2001 inclusively in order to enable it to continue the distribution of its securities beyond the Lapse Date (as defined in paragraph 4 below) of its prospectus dated April 13, 2000 (the “Current Prospectus”);

AND WHEREAS pursuant to the Mutual Reliance Review System for Exemptive Relief Applications (the "System"), the Alberta Securities Commission is the principle regulator for this Application;

AND WHEREAS it was represented by the Fund to the Decision Makers that:

1. The Fund is an open-ended mutual fund which was established by way of a Trust Agreement, as amended on June 3, 1997 under the laws of Alberta by The Royal Trust Company, as Trustee.

2. Norrep Inc., a corporation having an office in Calgary, Alberta, manages the Fund.

3. The Fund is currently not in compliance with respect to the filing of certain of its required interim and annual financial disclosure and certain disclosure required pursuant to National Instrument 81-102. The Fund undertakes to ensure that these deficiencies are remedied or waived prior to or coincident with the filing of the final simplified prospectus of the Fund;

4. The Fund’s securities are currently distributed to the public in all Jurisdictions pursuant to the Current Prospectus. The lapse date of the Current Prospectus is April 13, 2001 in Alberta and British Columbia and April 19, 2001 in Ontario (collectively, the “Lapse Date”);

5. Since the date of the Current Prospectus, no material change has occurred in respect of the Fund and no amendments have been made to the Current Prospectus;

6. The pro forma prospectus of the Fund was not filed within the period prescribed by legislation due to inadvertence;

7. On April 11, 2001, the Fund filed with the securities regulators in the Jurisdictions a pro forma Simplified Prospectus and Annual Information Form prepared in accordance with the provisions of National Instrument 81-101.

8. The Fund has issued a directive to all dealers authorized to distribute units of the Fund to discontinue the sale and distribution of the units of the Fund until further notice.

AND WHEREAS pursuant to the System, this Decision Document evidences the decision of each Decision Maker (collectively, the "Decision").

AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the Decision has been met;

THE DECISION of the Decision Makers pursuant to the Legislation is that the Lapse Date, is hereby extended up to May 11, 2001 inclusively and that the distribution of the securities of the Fund may continue provided that:

(a) a receipt for the final simplified prospectus is obtained from the Decision Makers within 20 days after May 11, 2001 inclusively;

(b) every security holder of record of the Fund who purchased securities of the Fund in any Jurisdiction after the Lapse Date and before the date of this Decision Document (the “Affected Security Holder”) is provided with the right:

• to cancel (the “Cancellation Right”) such purchase within 20 business days from receipt of a statement (the “Statement of Rights”) describing the Cancellation Right, and

• to receive upon exercise of the Cancellation Right, the purchase price per unit equal to the net asset value per unit on the date of such purchase (the “Purchase Price per Unit”) paid on the acquisition of such securities, including all fees and expenses incurred in effecting such purchase;

(c) the Fund mails the Statement of Rights and a copy of this Decision Document to Affected Security Holders no later than 10 business days after the date of this Decision Document; and

(d) if the net asset value per unit of the Fund on the date an Affected Security Holder exercises the Cancellation Right is less than the Purchase Price per Unit, Norrep Inc. shall reimburse the difference to the Fund.

DATED at Edmonton, Alberta on April 26, 2001.


Agnes Lau, CA
Deputy Director, Capital Markets