CT Private Canadian Mining Inc. - MRRS Decision

MRRS Decision

Headnote

MRRS Exemptive Relief Application-Extension of lapse date.

Statutes Cited

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

Rules Cited

National Instrument 81-101 Mutual Fund Prospectus Disclosure

National Instrument 81-102 Mutual Funds

Policies Cited

National Policy 43-201 Mutual Reliance Review System for Prospectus and Annual Information Forms.

IN THE MATTER OF THE SECURITIES LEGISLATION

OF BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN, MANITOBA, ONTARIO, QUEBEC, NEW BRUNSWICK,NOVA SCOTIA, PRINCE

EDWARD ISLAND AND NEWFOUNDLAND

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM FOR

EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

CT PRIVATE CANADIAN MONEY MARKET FUND

CT PRIVATE CANADIAN CORPORATE BOND FUND

(formerly CT Private Canadian Short Term Bonds Fund)

CT PRIVATE CANADIAN BONDS/RETURN FUND

CT PRIVATE CANADIAN BONDS/INCOME FUND

CT PRIVATE CANADIAN DIVIDEND FUND

CT PRIVATE U.S. BONDS/RETURN FUND

CT PRIVATE U.S. BONDS/INCOME FUND

CT PRIVATE INTERNATIONAL BONDS FUND

CT PRIVATE CANADIAN EQUITY/GROWTH FUND

CT PRIVATE CANADIAN EQUITY/INCOME FUND

CT PRIVATE U.S. EQUITY/GROWTH FUND

CT PRIVATE U.S. EQUITY/INCOME FUND

CT PRIVATE NORTH AMERICAN EQUITY/GROWTH FUND

CT PRIVATE NORTH AMERICAN EQUITY/INCOME FUND

CT PRIVATE SMALL/MID-CAP EQUITY FUND

CT PRIVATE INTERNATIONAL EQUITY FUND

CT RSP INTERNATIONAL BONDS FUND

CT RSP U.S. EQUITY FUND

CT RSP INTERNATIONAL EQUITY FUND

 

(individually a "Fund" and collectively, the "Funds")

MRRS DECISION DOCUMENT

WHEREAS the securities regulatory authority or regulator (the "Decision Maker") in each of British Columbia,Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island andNewfoundland (the "Jurisdictions") has received an application from TD Asset Management Inc. ("TDAM") in its capacityas manager, principal distributor and promoter of the Funds for a decision pursuant to the securities legislation of theJurisdictions (the "Legislation") that the time limits pertaining to the distribution of securities under the simplifiedprospectus and annual information form (collectively, the "Disclosure Documents") of the Funds be extended to thosetime limits that would be applicable if the lapse date of the Disclosure Documents were March 15, 2001;

AND WHEREAS under the Mutual Reliance Review System for Exemptive Relief Applications (the "System"),the Ontario Securities Commission is the principal regulator for this application;

AND WHEREAS TDAM and the Funds have represented to the Decision Makers that:

1. TDAM is a wholly-owned subsidiary of The Toronto-Dominion Bank ("TD Bank").

2. The Funds consist of 19 open-end mutual fund trusts established under the laws of Ontario by declarations oftrust.

3. The Funds are qualified for distribution in the Jurisdictions by means of the Disclosure Documents (being asimplified prospectus and annual information form) that have been prepared and filed in accordance with theLegislation.

 

4. Pursuant to the Legislation the earliest lapse date for the distribution of securities of the Funds under theDisclosure Documents is January 28, 2001 (the "Lapse Date").

5. Pursuant to the Legislation the earliest date by which pro forma versions of the Disclosure Documents mustbe filed with Canadian securities regulatory authorities is December 28, 2000 in the absence of the exemptiverelief granted hereby.

6. Each Fund is a reporting issuer in each of the Jurisdictions and is not in default of any of the requirements ofthe securities laws of such Jurisdictions.

7. There have been no material changes in the affairs of the Funds since the date of the Disclosure Documentsin respect of which an amendment to the Disclosure Documents has not been prepared and filed in accordancewith the Legislation.

AND WHEREAS TDAM has represented to the Decision Makers that:

1. On February 1, 2000, TD Bank acquired all of the outstanding common shares of CT Financial Services Inc.(the "Merger"). TD Bank has been engaged in the process of integrating its operations and those of CTFinancial Services Inc. (the "Merger Integration") since the date of the Merger.

2. As part of the Merger Integration, TDAM and CT Investment Management Group Inc. ("CTIMG"), an affiliateof CT Financial Services Inc., have been engaged, since April, 2000, in the process of integrating andrestructuring their respective mutual fund complexes (the "Fund Integration").

3. Although TD Bank and TDAM have devoted considerable resources towards the completion of the MergerIntegration and the Fund Integration, both processes are taking longer to complete than was originallyanticipated and the Merger Integration has affected the Fund Integration. Most recently, TD Trust Companytransferred its TD Private Investment Management division ("TD PIM") to TDAM and TDAM is now seeking toincorporate into the Disclosure Documents certain pooled funds (the "Pools") that were originally distributedby TD Trust on an exempt basis.

4. The lapse date extensions will provide TDAM with the additional time which it requires to qualify the Pools fordistribution pursuant to the Disclosure Documents while renewing the Disclosure Documents in accordancewith National Instruments 81-101 and 81-102.

AND WHEREAS under the System, this Decision Document evidences the decision of each Decision Maker(the "Decision");

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

THE DECISION of the Decision Makers pursuant to the Legislation is that the time limits prescribed by theLegislation as they apply to a distribution of securities of each Fund be extended to the time limits that would beapplicable if the Lapse Date for the distribution of securities of each Fund under the Disclosure Documents were March15, 2001.

January 26, 2001.

Paul A. Dempsey

Assistant Manager/Senior Legal Counsel

Investment Funds, Capital Markets