MineralFields/EnergyFields Multi Series Fund Inc. - s. 62(5)

Headnote

Mutal Reliance Review System for Exemptive Relief Applications - extension of lapse date prospectus of mutual funds - mutual funds will not issue any units under the prospectus in a jurisdiction after the lapse date of the prospectus in that jurisdition until the extension is granted.

Statutes Cited

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

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, c. S.5, AS AMENDED (the Act)

(Subsection 62(5))

AND

IN THE MATTER OF

MINERALFIELDS/ENERGYFIELDS MULTI SERIES FUND INC.

(the Fund)

ORDER

Background

The Fund has applied to the Ontario Securities Commission (the OSC) for an order under subsection 62(5) of the Act that the time limits pertaining to the distribution of securities under the Fund's simplified prospectus and annual information form dated December 1, 2005, as amended from time to time (collectively, the "Prospectus") be extended to permit the continued distribution of securities of the Fund as if the lapse date of the Prospectus is February 28, 2007 (the Requested Relief).

Interpretation

Defined terms contained in National Instrument 14-101 Definitions have the same meaning in this order unless they are defined in this order.

Representations

The Fund has represented to the OSC that:

1. The Fund is a corporation incorporated effective September 24, 2004 by the filing of articles of incorporation under the laws of the Province of Ontario. The Fund is an entity within the MineralFields, EnergyFields and Pathway Asset Management groups.

2. The Fund is a reporting issuer in Ontario, British Columbia, Alberta and Saskatchewan and is not in default of any of the requirements of applicable securities legislation.

3. While the Fund originally filed its Prospectus only in Ontario, it is now also a reporting issuer in British Columbia, Alberta and Saskatchewan by operation of law and the definition of "reporting issuer" in those jurisdictions. The Fund accepted rollovers of securities from limited partnerships that were reporting issuers, and accordingly, the Fund became a reporting issuer in the noted jurisdictions by virtue of the definition of reporting issuer in those jurisdictions.

4. The Fund distributes securities under the Prospectus. The earliest lapse date of the Prospectus under the Ontario securities legislation is December 1, 2006.

5. To date, the Fund has distributed its securities only to limited partnerships resident in Ontario on "rollover" transactions as more particularly disclosed in the Prospectus and does not, at present, sell its securities directly to the public through retail channels.

6. The Fund's only direct investors are limited partnerships resident in Ontario to whom the Fund distributes securities on rollover transactions.

7. The Fund proposes, by February 28, 2007, to sell its securities directly to the public, and is in the process of implementing the necessary systems and procedures, including amendments to its share capital to add a new class of shares, to enable it to sell to the public.

8. The Fund's next prospectus and annual information form prepared and filed in accordance with National Instrument 81-101 will contain significant additional information compared to the Prospectus, because it will disclose the Fund's systems and procedures related to its sale of securities directly to the public.

9. Because the Fund plans to sell its securities directly to the public, and is currently implementing systems and procedures to enable it to do so, including the amendment of its share capital to add a new class of shares, the Fund has not yet prepared and filed a renewal pro forma simplified prospectus and annual information form disclosing its sales systems and procedures because they have not been finalized.

10. The Fund would like to include the new class of shares in its renewal prospectus and annual information form and would like to avoid having two sets of disclosure documents or alternatively, filing an amended and restated prospectus and annual information form to incorporate the new class of shares into its simplified prospectus and annual information form.

11. The Fund will not issue any securities of the Fund under the Prospectus in Ontario after the lapse date of the Prospectus in Ontario until the Requested Relief is granted.

12. There has been no material change in the affairs of the Fund since the filing of the Prospectus. Accordingly, the Prospectus represents current information regarding the Fund.

13. The Fund intends to file its pro forma renewal prospectus on or about January 30, 2007, and based on the time periods prescribed by National Policy 43-201 for reviewing a pro forma prospectus, the final prospectus by February 28, 2007.

14. The Requested Relief will not affect the accuracy of the information in the Prospectus and therefore will not be prejudicial to the public interest.

Order

The Ontario Securities Commission is satisfied that the test contained in the Act to make the decision has been met and orders that the Requested Relief is granted.

December 1, 2006