Securities Law & Instruments

Headnote

Subsection 62(5) - Extension of lapse date sought to permit the filer to deal withoutstanding issues raised in the renewal comment process. Cancellation rights grantednew investor who purchased after the previous lapse date.

Statute Cited

Securities Act, R.S.O. 1990, c.S.5, as am

Rules Cited

National Policy 12-201 Mutual Reliance Review System for Exemptive ReliefApplications.

IN THE MATTER OF THE SECURITIES LEGISLATION OF BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN, MANITOBA,ONTARIO, QUÉBEC, NEW BRUNSWICK, NOVA SCOTIA, NEWFOUNDLAND, NORTHWEST TERRITORIES, YUKON AND NUNAVUT

AND

IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF
MAWER INVESTMENT MANAGEMENT FUNDS, BEING COMPRISED OF: CANADIAN MONEY MARKET FUND,CANADIAN BOND FUND, CANADIAN EQUITY FUND, CANADIAN BALANCED RETIREMENT SAVINGS FUND,NEW CANADA FUND, CANADIAN INCOME FUND, CANADIAN DIVERSIFIED INVESTMENT FUND, U.S. EQUITY FUND,WORLD INVESTMENT FUND AND HIGH YIELD BOND FUND (COLLECTIVELY, THE "MAWER FUNDS")

MRRS DECISION DOCUMENT


WHEREAS the Canadian securities regulatory authorities or regulators (the"Decision Makers") in each of the provinces and territories of Canada (collectively, the"Jurisdictions") have received an application (the "Application") from Mawer InvestmentManagement Funds ("Mawer") in its capacity as the manager and principal distributorof the Mawer Funds for a decision pursuant to the securities legislation of theJurisdictions (the "Legislation") to extend the time period for filing a renewal prospectusin respect of the Mawer Funds to August 14, 2000 (the "New Filing Date") and toextend the time period for the issuance of a receipt for such renewal prospectus towithin 10 days following the New Filing Date to permit the continued distribution ofsecurities of each of the Mawer Funds.

AND WHEREAS pursuant to the Mutual Reliance Review System for ExemptiveRelief Applications (the "System") the Alberta Securities Commission is the principalregulator for the Application;

AND WHEREAS it has been represented by Mawer to the Decision Maker that:

1. Each of the Mawer Funds is an open-end mutual fund established under thelaws of Alberta pursuant to a declaration of trust dated July 16, 1987, asamended. The Royal Trust Company is trustee under the declaration of trust foreach of the Mawer Funds. The Canadian Balanced Retirement Savings Fund,the Canadian Diversified Investment Fund, the Canadian Money Market Fund,the New Canada Fund and the World Investment Fund were each establishedon July 16, 1987, while the Canadian Bond Fund and Canadian Equity Fundwere established on April 8, 1991, the Canadian Income Fund and the U.S.Equity Fund were established on November 11, 1992 and the High Yield BondFund was established on March 6, 1996;.

2. Mawer is a general partnership, organized under the laws of Alberta. Mawer isthe manager and principal distributor of each of the Mawer Funds;

3. Each of the Mawer Funds is a reporting issuer or equivalent under the securitieslaws of each of the Jurisdictions. None of the Mawer Funds is in default of anyrequirements of the Legislation in each of the Jurisdictions, except in respect tothe continued distribution of units of the Mawer Funds after their lapse date,which is the subject of the Application;

4. The most recent prospectus qualifying for distribution mutual fund units of theMawer Funds is a Simplified Prospectus dated June 3, 1999 for which a receiptwas issued by the Alberta Securities Commission on June 4, 1999. Receiptswere issued by the British Columbia Securities Commission, Manitoba SecuritiesCommission, Ontario Securities Commission, Nova Scotia SecuritiesCommission, New Brunswick Office of the Administrator, the Government ofNewfoundland and Labrador Securities Division, Prince Edward Island Registrarof Securities, Northwest Territories Securities Registries, and the YukonTerritory Registrar of Securities on June 4, 1999 and with the SaskatchewanSecurities Commission and the Commission des valuers mobilieres du Quebecon June 7, 1999. Accordingly, pursuant to the Legislation, the earliest "lapsedate" for the Simplified Prospectus in the Jurisdictions is June 3, 2000;

5. A Pro Forma Simplified Prospectus and Pro Forma Annual Information Form ofthe Mawer Funds was filed with each of the securities commissions or similarregulatory authorities on April 28, 2000 pursuant to the requirements ofLegislation;

6. First and second comments in respect of the Pro Forma Simplified Prospectusand Pro Forma Annual Information Form have been received from the AlbertaSecurities Commission on May 12, 2000 and May 19, 2000, respectively, as theprincipal regulator in respect of this filing.

  • Mawer provided a response to these comments on June 13, 2000 and iscurrently involved in resolving these comments with the Staff of the AlbertaSecurities Commission. As a result, the Mawer Fund were not cleared for thefiling of final materials prior to June 13, 2000, the date which is 10 days followingthe lapse date; and
  • there have been no material changes in the affairs of either of the Funds sincethe date of the Simplified Prospectus, being June 3, 1999;

AND WHEREAS pursuant to the System this MRRS Decision Documentevidences the decision of each of the Decision Makers (collectively, the "Decision");

AND WHEREAS each of the Decision Makers is satisfied that the test containedin the Legislation that provides the Decision Maker with the jurisdiction to make thedecision has been met;

THE DECISION of the Decision Makers pursuant to the Legislation is that:

1. the time period for filing a new prospectus in respect of the Mawer Funds shallbe extended to August 14, 2000;

2. the time period for the issuance of a receipt for the new prospectus in respect ofthe Mawer Funds shall be extended to August 24, 2000;

provided that:

3. all unitholders of record of the Mawer Funds in the Jurisdictions (the "AffectedUnitholders") who purchased units of any Mawer Fund following the lapse datefor the Mawer Funds' Prospectus and before the date of this Decision Documentare provided with the right (the "Cancellation Right") to cancel such trades within90 days of the date on which a statement (the "Statement") describing theCancellation Right is mailed by Mawer to Affected Unitholders and to receive,upon the exercise of a Cancellation Right, the purchase price paid on theacquisition of such units and all fees and expenses incurred in effecting suchpurchase (the net asset value per unit on the date of such a purchase by anAffected Unitholder is hereinafter defined as the "Purchase Price per Unit");

4. once a receipt has been granted for a new simplified prospectus, the MawerFunds mail the Statement, a copy of the simplified prospectus and a copy of thisDecision Document to Affected Unitholders no later than 10 business days afterthe date of the receipt for the new simplified prospectus; and

5. if the net asset per value per unit of the relevant Mawer Fund on the date that anAffected Unitholder exercises the Cancellation Right is less than the PurchasePrice per Unit, Mawer shall reimburse the relevant Fund the difference betweenthe Purchase Price per Unit and the net asset value per unit on the date onwhich such Affected Unitholder exercises the Cancellation Right.

DATED at Edmonton, Alberta on July 7, 2000.

"Original signed by Agnes Lau"

Agnes Lau, CA

Deputy Director, Capital Markets