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Fidelity Investments Canada Limited and Mackenzie Financial Corporation - cl. 80(b)(iii)
Headnote
Exemption from the requirement to deliver comparativeannual financial statements for the year ending June 30, 2003and from the requirement to deliver interim financial statementsfor the financial period ended December 31, 2002 to registeredsecurityholders of certain private mutual funds.
Statutes Cited
Securities Act (Ontario), R.S.O. 1990 c. S.5,as am., ss. 79 and 80(b)(iii).
IN THE MATTER OF
THE SECURITIES ACT,
R.S.O. 1990 c. S.5 as amended(the "Act")
AND
IN THE MATTER OF
THE FUNDS LISTED IN SCHEDULE"A"
(the "Funds")
ORDER
(clause 80(b)(iii) of theAct)
UPON the application (the "Application")of Fidelity Investments Canada Limited and Mackenzie FinancialCorporation (collectively the "Managers") and theFunds to the Ontario Securities Commission (the "Commission")for an Order pursuant to clause 80(b)(iii) of the Act for relieffrom the requirement to deliver comparative annual financialstatements and interim financial statements (collectively, "financialstatements") of the Funds to certain securityholders ofthe Funds unless they have requested to receive them.
AND UPON considering the Applicationand the recommendation of the staff of the Commission;
AND UPON the Managers having representedto the Commission that:
1. The Funds are open-ended mutual fund trustsestablished under the laws of Ontario.
2. Each Manager acts as trustee and managerof the Funds set out in Schedule "A".
3. The Funds are offered pursuant to statutoryor discretionary exemptive relief and as such are not reportingissuers.
4. Each of the Funds is required to deliverannually, within 140 days of its financial year-end, to eachholder of its securities ("Securityholders"), comparativefinancial statements in the prescribed form pursuant to theAct.
5. Each of the Funds is required to deliverto Securityholders within 60 days of the date to which theyare made up, interim financial statements in the prescribedform pursuant to the Act.
6. Each Manager will send to Securityholderswho hold securities of the Funds in client name (whether ornot the Manager is the dealer) (the "Direct Securityholders")in each year, a notice advising them that they will not receivethe annual financial statements of the Funds for the yearthen ended or interim financial statements for the relevantperiod unless they request same, and providing them with arequest form to send back, by fax or prepaid mail, if theywish to receive the annual financial statements or interimfinancial statements. The notice will advise the Direct Securityholdershow financial statements can be obtained. Each Manager wouldsend such financial statements to any Direct Securityholderwho requests them in response to such notice or who subsequentlyrequests them.
7. Securityholders will be able to accessfinancial statements of the Funds on the SEDAR website andthrough the means set out in Schedule "A".
8. There would be substantial cost savingsif the Funds are not required to print and mail financialstatements to those Direct Securityholders who do not wantthem.
9. The Canadian Securities Administrators("CSA") have published for comment proposed NationalInstrument 81-106 ("NI 81-106") which, among otherthings, would permit a Fund not to deliver annual financialstatements or interim financial statements to those of itsSecurityholders who do not request them, if the Funds provideeach Securityholder with a request form under which the Securityholdermay request, at no cost to the Securityholder, to receivethe mutual fund's annual financial statements for that financialyear or interim financial statements for the relevant period.
10. NI 81-106 would also require a Fund tohave a toll-free telephone number for or accept collect callsfrom persons or companies that want to receive a copy of,among other things, the annual financial statements or interimfinancial statements of the Fund.
AND UPON the Commission being satisfiedto do so would not be prejudicial to the public interest andthat in the circumstances there is adequate justification forso doing;
AND UPON the Commission being satisfiedthat making the Order will not adversely affect the rule-makingprocess with respect to proposed National Instrument 81-106;
IT IS ORDERED that pursuant to clause80(b)(iii) of the Act:
(i) the Funds; and
(ii) mutual funds created subsequent tothe date hereof that are offered pursuant to either statutoryor discretionary exemptive relief and managed by the Manager,
shall not be required to deliver their comparativeannual financial statements for the year ending June 30, 2003or interim financial statements for the financial period endedDecember 31, 2002 to their Direct Securityholders other thanthose Direct Securityholders who have requested to receive themprovided that:
(a) the Manager shall file on SEDAR, underthe relevant financial statements category, confirmationof mailing of the request forms that have been sent to theDirect Securityholders as described in clause (6) of therepresentations within 90 days of mailing the request forms;
the Manager shall file on SEDAR, under therelevant financial statements category, information regardingthe number and percentage of requests for annual financialstatements or interim financial statements, as the casemay be, made by the return of the request forms, on a province-by-provincebasis within 30 days after the end of each quarterly periodbeginning from the date of mailing the request forms andending 12 months from the date of mailing;
the manager shall record the number andsummary of complaints received from Direct Securityholdersabout not receiving the annual financial statements or interimfinancial statements and shall file on SEDAR, under therelevant financial statements category, this informationwithin 30 days after the end of each quarterly period beginningfrom the date of mailing the request forms and ending 12months from the date of mailing;
the Manager shall, if possible, measurethe number of "hits" on the annual financial statementsor interim financial statements, as the case may be, ofthe Funds on the Manager's website and shall file on SEDAR,under the relevant financial statements category, this informationwithin 30 days after the end of each quarterly period beginningfrom the date of mailing the request forms and ending 12months from the date of mailing;
the Manager shall file on SEDAR, under therelevant financial statements category, estimates of thecost savings resulting from the granting of this Decisionwithin 90 days of mailing the request forms.
February 18, 2003.
"Paul M. Moore" "RobertW. Korthals"
SCHEDULE "A"
LIST OF APPLICANT MANAGERSAND THEIR FUNDS
1. Fidelity Investments Canada Limited483 Bay Street, Suite 200Toronto, OntarioM5G 2N7Securityholders will be able to access financialstatements of the Fidelity-managed Funds through the followingmeans:
(a) by calling toll-free 1-800-263-4077;
(b) by sending an email to [email protected] [email protected]; and
(c) by requesting a copy through lettercorrespondence to the above address.
Campbell Soup Company Stock FundDelta Stock FundFord Stock FundGeneral Motors $1 2/3 Par Value Common StockFundGeneral Motors Class H Common Stock FundGillette Stock FundLear Stock FundThe Owens Corning Stock FundPPG Industries Stock FundThe Sherwin-Williams Company Stock FundUNUMProvident Stock Fund2. Mackenzie Financial Corporation150 Bloor Street WestSuite M111Toronto, OntarioM5S 3B5Securityholders will be able to access financialstatements of the Mackenzie-managed Funds through the followingmeans:
(a) by calling toll-free 1-800-387-0614;
(b) by visiting the website www.mackenziefinancial.com(if securityholder acknowledges that she or he is a qualifiedpurchaser and is not a Québec resident);
(c) by sending an email to [email protected];
(d) by requesting a copy through lettercorrespondence to the above address; and
(e) through the securityholder's dealer.
Mackenzie Alternative Strategies FundMackenzie Long/Short Equity Fund