Securities Law & Instruments

Headnote

Exemption from the requirement to deliver comparativeannual financial statements for certain year-end dates to registeredsecurityholders of certain 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 LEGISLATIONOF

ALBERTA, SASKATCHEWAN, MANITOBA,

ONTARIO, QUEBEC, NOVA SCOTIAand NEWFOUNDLAND AND LABRADOR

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

THE FUNDS LISTED IN SCHEDULE"A"

(the "Funds")

 

MRRS DECISION DOCUMENT

WHEREAS the Canadian securities regulatoryauthority or regulator (the "Decision Maker") in eachof the Provinces of Alberta, Saskatchewan, Manitoba, Ontario,Québec, Nova Scotia, Newfoundland and Labrador (the "Jurisdictions")has received an application (the "Application") fromNorthwest Mutual Funds Inc., MD Funds Management Inc., MD PrivateTrust Company and BMO Investments Inc. (collectively the "Managers")and the Funds for a decision pursuant to the securities legislationof the Jurisdictions (the "Legislation") for relieffrom the requirement to deliver an annual report, where applicableand comparative annual financial statements of the Funds tocertain securityholders of the Funds unless they have requestedto receive them;

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, unless otherwise defined,the terms herein have the meaning set out in National Instrument14-101 Definitions or in Québec Commission Notice 14-101;

AND WHEREAS it has been represented bythe Managers to the Decision Makers that:

(a) The Funds are either open-ended mutualfund trusts or separate classes of mutual fund corporationsgoverned by the laws of a Jurisdiction.

(b) Each Manager acts as manager of theFunds set out in Schedule "A" and, in the caseof its Funds which are trusts, unless otherwise indicatedon Schedule "A", it is the trustee of such Funds.

(c) The Funds are reporting issuers in eachof the Jurisdictions.

(d) Securities of the Funds are presentlyoffered for sale on a continuous basis in provinces andterritories of Canada pursuant to a simplified prospectus.

(e) Each of the Funds is required to deliverannually, within 140 days of its financial year-end, toeach holder of its securities ("Securityholders"),an annual report, where applicable and comparative financialstatements in the prescribed form pursuant to the Legislation.

(f) Each Manager will send to Securityholderswho hold securities of the Funds in client name (whetheror not the Manager is the dealer) (the "Direct Securityholders")in each year, a notice advising them that they will notreceive the annual report, where applicable and annual financialstatements of the Funds for the year then ended unless theyrequest same, and providing them with a request form tosend back, by fax or prepaid mail, if they wish to receivethe annual report and annual financial statements. The noticewill advise the Direct Securityholders where the annualreport and annual financial statements can be found on thewebsites listed in Schedule "A" (including onthe SEDAR website) and downloaded. Each Manager would sendsuch annual report and financial statements to any DirectSecurityholder who requests them in response to such noticeor who subsequently requests them.

(g) Securityholders who hold their securitiesin the Funds through a nominee will be dealt with pursuantto National Instrument 54-101.

(h) Securityholders will be able to accessannual reports and annual financial statements of the Fundseither on the SEDAR website or on the relevant website ofthe Manager or by calling the Manager's toll-free phoneline listed in Schedule "A". Top ten holdingswhich are updated on a periodic basis as listed in Schedule"A" will also be accessible to Securityholderson each Manager's website or by calling the Manager's toll-freeline.

(i) There would be substantial cost savingsif the Funds are not required to print and mail annual reports,where applicable and annual financial statements to thoseDirect Securityholders who do not want them.

(j) 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 to those of its Securityholders who do not requestthem, if the Funds provide each Securityholder with a requestform under which the Securityholder may request, at no costto the Securityholder, to receive the mutual fund's annualfinancial statements for that financial year.

(k) NI 81-106 would also require a Fundto have a toll-free telephone number for or accept collectcalls from persons or companies that want to receive a copyof, among other things, the annual financial statementsof the Fund.

AND WHEREAS pursuant to the System thisMRRS Decision Document evidences the decision of each DecisionMaker (collectively, the "Decision");

AND WHEREAS each of the Decision Makersare satisfied that the test contained in the Legislation thatprovides the Decision Maker with the jurisdiction to make theDecision has been met;

AND WHEREAS the Decision Makers are satisfiedthat making the Decision will not adversely affect the rule-makingprocess with respect to proposed National Instrument 81-106and is consistent with National Instrument 54-101;

THE DECISION of the Decision Makers pursuantto the Legislation is that for each Manager:

(i) the Funds; and

(ii) mutual funds created subsequent tothe date of the application, January 27, 2003, that areoffered by way of simplified prospectus and managed bythe Manager,

shall not be required to deliver their annualreport, where applicable and comparative annual financial statementsfor the year ended December 31, 2002, or for such other year-enddate specified in Schedule "A", to their Direct Securityholdersother than those Direct Securityholders who have requested toreceive them provided that:

(a) the Managers shall file on SEDAR, underthe annual financial statements category, confirmation ofmailing of the request forms that have been sent to theDirect Securityholders as described in clause (f) of therepresentations within 90 days of mailing the request forms;

(b) the Managers shall file on SEDAR, underthe annual financial statements category, information regardingthe number and percentage of requests for annual reportsand annual financial statements made by the return of therequest forms, on a province-by-province basis within 30days after the end of each quarterly period beginning fromthe date of mailing the request forms and ending 12 monthsfrom the date of mailing;

(c) the Managers shall record the numberand summary of complaints received from Direct Securityholdersabout not receiving the annual report and annual financialstatements and shall file on SEDAR, under the annual financialstatements category, this information within 30 days afterthe end of each quarterly period beginning from the dateof mailing the request forms and ending 12 months from thedate of mailing;

(d) the Managers shall, if possible, measurethe number of "hits" on the annual report andannual financial statements of the Funds on the Manager'swebsite and shall file on SEDAR, under the annual financialstatements category, this information within 30 days afterthe end of each quarterly period beginning from the dateof mailing the request forms and ending 12 months from thedate of mailing; and

(e) the Managers shall file on SEDAR, underthe annual financial statements category, estimates of thecost savings resulting from the granting of this Decisionwithin 90 days of mailing the request forms.

March 4, 2003.

"H. Lorne Morphy"                    "RobertL. Shirriff"

 

SCHEDULE "A" toMRRS DECISION DOCUMENT

LIST OF APPLICANT MANAGERSAND THEIR FUNDS

1. Northwest Mutual Funds Inc.
55 University Avenue
Suite 715
Toronto, Ontario
M5J 2H7
 
Year End:    December 31,2002
Toll Free:     (888)809-3333
Website: www.northwestfunds.com
Top Ten Holdings:     updatedbi-monthly
 
Northwest Money Market Fund
Northwest Balanced Fund
Northwest Growth Fund
Northwest International Fund
Northwest RSP International Fund
Northwest Specialty Equity Fund
Northwest Specialty Resource Fund
Northwest Specialty High Yield Bond Fund
 
2. MD Funds Management Inc.
1870 Alta Vista Drive
Ottawa, Ontario
K1G 6R7
 
Year End: December 31, 2002
Toll Free: (800) 267-2332
Website: www.cma.ca
Top Ten Holdings: updated monthly
 
MD Balanced Fund
MD Bond Fund
MD Bond and Mortgage Fund
MD Dividend Fund
MD Equity Fund
MD Global Bond Fund
MD Global Equity RSP Fund
MD Growth Investments Limited
MD Growth RSP Fund
MD Money Fund
MD Select Fund
MD US Large Cap Growth Fund
MD US Large Cap Growth RSP Fund
MD International Growth Fund
MD International Growth RSP Fund
MD US Large Cap Value Fund
MD US Large Cap Value RSP Fund
MD US Small Cap Growth Fund
 
3. MD Private Trust Company
1870 Alta Vista Drive
Ottawa, Ontario
K1G 6R7
 
Year End: December 31, 2002
Toll Free: (800) 267-2332
Website: www.cma.ca
Top Ten Holdings: updated monthly
 
MDPIM Canadian Equity Pool (formerly MDCanadian Tax Managed Pool) (Class "A" and "PrivateTrust Class" units)
MDPIM US Equity Pool (formerly MD US TaxManaged Pool) (Class "A" and "Private TrustClass" Units)
 
4. BMO Investments Inc.
77 King Street West
Suite 4200
Toronto, Ontario
M5K 1J5
 
or
 
BMO Investissements Inc.
630 Réné-Lévesque Blvd.W.
1st floor
Montréal, Québec
H3B 1S6
 
Year End: September 30, 2003
Toll Free: (800) 665-7700 or (888) 636-6376(in Quebec)
Website: http://www.bmo.com/mutualfunds(in English) or http://www.bmo.com/fonds (en français)
Top Ten Holdings: updated monthly

The Funds have a board of independent trustees(independent directors with respect to the corporate funds),as follows:

Peter Greer Beattie, Q.C.
Toronto, Ontario
Carol Mary Lascelles Gault
Calgary, Alberta
 
Kenneth Whyte McArthur
Toronto, Ontario
 
Charles William White, Q.C.
St. John's, Newfoundland
 
Rafe Jamie Plant
Abercorn, Québec
 
Louise Vaillancourt-Châtillon
Saint-Lambert, Québec
BMO Security Funds
BMO T-Bill Fund
BMO Money Market Fund
BMO AIR MILES®† MoneyMarket Fund
BMO Premium Money Market Fund
 
BMO Income Funds
BMO Mortgage Fund
BMO Bond Fund
BMO Monthly Income Fund
BMO Global Bond Fund
BMO International Bond Fund
 
BMO Growth Funds
BMO Asset Allocation Fund
BMO RSP Global Balanced Fund
BMO Dividend Fund
BMO Equity Index Fund
BMO Equity Fund
BMO RSP U.S. Equity Index Fund
BMO U.S. Growth Fund
BMO U.S. Value Fund
BMO RSP International Index Fund
BMO International Equity Fund
BMO NAFTA Advantage Fund
BMO European Fund
BMO RSP European Fund
BMO Japanese Fund
BMO RSP Japanese Fund
 
BMO AGGRESSIVE GROWTH FUNDS
BMO Special Equity Fund
BMO U.S. Special Equity Fund
BMO RSP Global Opportunities Fund
BMO RSP Global Financial Services Fund
BMO Resource Fund
BMO Precious Metals Fund
BMO RSP Nasdaq® Index Fund
BMO Global Science & Technology Fund
BMO RSP Global Science & TechnologyFund
BMO RSP Global Health Sciences Fund
BMO RSP Global Technology Fund
BMO Emerging Markets Fund
BMO Far East Fund
BMO Latin American Fund
 
BMO U.S. Dollar Funds
BMO U.S. Dollar Money Market Fund
BMO U.S. Dollar Bond Fund
BMO U.S. Dollar Equity Index Fund
 
BMO Global Tax Advantage Funds{±}
BMO Short-Term Income Class
BMO Global Balanced Class
BMO Global Opportunities Class
BMO Global Financial Services Class
BMO Global Health Sciences Class
BMO Global Technology Class

{±}All funds within this category are part of BMO Global Tax AdvantageFunds Inc., a mutual fund corporation