AIC Limited et al.

Headnote

National Policy 11-203 -- Process for Exemptive Relief Applications in Multiple Jurisdictions -- Exemptive relief granted to a mutual funds allowing a 38 day extension of the prospectus lapse date -- Extension of lapse date granted to facilitate consolidation of mutual funds' prospectus with prospectus of other mutual funds under common management.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5 as am., s. 62(5).

January 8, 2009

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN,

MANITOBA, ONTARIO, QUEBEC, NEW BRUNSWICK,

NOVA SCOTIA, PRINCE EDWARD ISLAND,

NEWFOUNDLAND AND LABRADOR,

NORTHWEST TERRITORIES, YUKON

AND NUNAVUT

(the "Jurisdictions")

AND

IN THE MATTER OF THE

PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

AIC LIMITED

("AIC")

AND

AIC PRIVATE PORTFOLIO COUNSEL CANADIAN

POOL, AIC PRIVATE PORTFOLIO COUNSEL U.S.

SMALL TO MID CAP POOL, AIC PRIVATE

PORTFOLIO COUNSEL GLOBAL POOL,

AIC PRIVATE PORTFOLIO COUNSEL BOND POOL,

AIC PRIVATE PORTFOLIO COUNSEL GLOBAL

FIXED INCOME POOL, AIC PPC BALANCED

INCOME PORTFOLIO POOL, AIC PPC BALANCED

GROWTH PORTFOLIO POOL, AIC PPC CORE

GROWTH PORTFOLIO POOL

(the "Funds")

(AIC and the Funds collectively, the "Filers")

DECISION

Background

The securities regulatory authority or regulator in each of the Jurisdictions (the "Decision Maker") has received an application from the Filers for a decision under the securities legislation of the Jurisdictions (the "Legislation") for the time limits for renewal of the simplified prospectus of the Funds dated March 3, 2008, as amended (the "Prospectus") to be extended to those time limits that would be applicable if the lapse date of the Prospectus was April 10, 2009 (the "Exemptive Relief Sought").

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a coordinated review application):

(a) the Ontario Securities Commission is the principal regulator for the Application, and

(b) the decision is the decision of the principal regulator and evidences the decision of each other Decision Maker.

Interpretation

Terms defined in National Instrument 14-101 Definitions have the same meaning if used in this decision, unless otherwise defined.

Representations

This decision is based on the following facts represented by the Filers:

1. AIC is a private corporation existing under the laws of Ontario. AIC is the manager and trustee of the Funds. Each of the Funds is an open-ended mutual fund trust established under the laws of Ontario pursuant to a declaration of trust.

2. The Funds are reporting issuers under the Legislation and are not in default of any of the requirements of the Legislation.

3. The Funds are currently qualified for distribution in all Jurisdictions under the Prospectus, as amended.

4. Pursuant to the Legislation or the regulations made thereunder, the lapse date (the "Lapse Date") for the distribution of securities of the Funds under the Prospectus is March 3, 2009.

5. Pursuant to the Legislation or the regulations made thereunder, provided a pro forma simplified prospectus is filed 30 days prior to March 3, 2009, a final version is filed by March 13, 2009, and a receipt for the simplified prospectus issued by the securities regulatory authorities by March 23, 2009, the securities of the Funds may be distributed without interruption during the prospectus renewal period.

6. On November 28, 2008, AIC merged AIC PPC Balanced Income Portfolio Pool into Value Leaders Balanced Income Portfolio, AIC PPC Balanced Growth Portfolio Pool into Value Leaders Balanced Growth Portfolio, AIC PPC Core Growth Portfolio Pool into Value Leaders Growth Portfolio and AIC Private Portfolio Counsel Global Pool into AIC Global Premium Dividend Income Fund (formerly known as "AIC Global Diversified Fund"). On or about December 15, 2008, AIC plans to merge AIC Private Portfolio Counsel Bond Pool into AIC Bond Fund. The mergers have or will be effected in accordance with the requirements of National Instrument 81-102 ("NI 81-102") and National Instrument 81-106 ("NI 81-106"), including, without limitation, the requirement to obtain the approval of securityholders of the terminating funds and applicable continuing funds as contemplated by section 5.1(f) of NI 81-102 and the approval of the Decision Maker to the extent not already provided by section 5.6(1) of NI 81-102.

7. AIC also plans to rename the three remaining Funds on or about December 15, 2008. The three Funds are being re-branded as part of the AIC Trust Fund family as follows: AIC Private Portfolio Counsel Canadian Pool will be renamed AIC Canadian Equity Fund, AIC Private Portfolio Counsel Global Fixed Income Pool will be renamed AIC Global Fixed Income Fund and AIC Private Portfolio Counsel U.S. Small to Mid Cap Pool will be renamed AIC American Small to Mid Cap Fund (collectively the "Re-Branded Funds").

8. The AIC Trust Fund family is a group of open-end mutual fund trusts managed by AIC which are qualified for distribution in the Participating Jurisdictions under a simplified prospectus dated April 21, 2008, as amended. Pursuant to the Legislation or the regulations made thereunder, the lapse date of the AIC Trust Fund's simplified prospectus for the distribution of securities of the AIC Trust Funds is April 21, 2009.

9. If the Exemption Sought is not granted, a pro forma prospectus and a final prospectus for the Funds must be filed prior to February 1, 2009 and March 13, 2009 respectively in accordance with the existing time limits for the renewal of the Prospectus notwithstanding that the Re-Branded Funds will become part of the AIC Trust Fund family and be included in the AIC Trust Funds' renewal simplified prospectus and the other Funds would have merged as described herein. The financial costs and time involved in preparing, filing and printing a revised prospectus for the Funds which have not merged or been terminated would be unduly costly in light of the brief period of time during which such a prospectus would be relied upon.

10. Since March 3, 2008, the date of the Prospectus, no material change has occurred that has not been disclosed by way of an amendment to the Prospectus. Accordingly, as amended, the Prospectus will present up to date information regarding the Funds. The extension requested will not affect the currency or accuracy of the information contained in the Prospectus, as amended, and as may be further amended in accordance with NI 81-106, and, accordingly, will not be prejudicial to the public interest.

Decision

The Decision Maker is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.

The decision of the Decision Maker under the Legislation is that the Exemptive Relief Sought is granted.