Securities Law & Instruments

Headnote

Mutual Reliance Review System for Exemptive Relief Applications - Extension of lapse date for mutual fund prospectus to allow for completion of fund mergers.

Statutes Cited

Securities Act, R.S.O. 1990 c. S.5, as amended, ss. 62(1), 62(2) and 62(5).

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN,

MANITOBA, ONTARIO, QUEBEC, NEW BRUNSWICK, NOVA SCOTIA AND

PRINCE EDWARD ISLAND

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM FOR

EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

GOODMAN & COMPANY, INVESTMENT COUNSEL LTD.

AND

CARTIER MONEY MARKET FUND, CARTIER BOND FUND,

CARTIER CDN. EQUITY FUND, CARTIER SMALL CAP CDN. EQUITY FUND,

CARTIER U.S. EQUITY FUND, CARTIER GLOBAL EQUITY FUND,

CARTIER GLOBAL LEADERS RSP FUND AND

CARTIER MULTIMANAGEMENT PORTFOLIO

(COLLECTIVELY, THE "FUNDS")

 

MRRS DECISION DOCUMENT

WHEREAS the Canadian securities regulatory authority or regulator (the "Decision Maker") in each of the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia and Prince Edward Island (the "Jurisdictions") has received an application (the "Application") from Goodman & Company, Investment Counsel Ltd. (the "Manager") and the Funds for a decision pursuant to the securities legislation of the Jurisdictions (the "Legislation") that the time limits for the renewal of the simplified prospectus of the Funds dated April 13, 2004 (the "Prospectus") be extended to those time limits that would be applicable if the lapse date of the Prospectus were May 31, 2005.

AND WHEREAS pursuant to the Mutual Reliance Review System for Exemptive Relief Applications (the "System"), the Authorité des marchés financiers is the principal regulator for this application;

AND WHEREAS it has been represented by the Manager to the Decision Makers that:

(a) The Manager is the manager of the Funds.

(b) The Funds are open-ended investment trusts established under the laws of Quebec.

(c) The Funds are currently qualified for distribution in all of the provinces and territories of Canada under the simplified prospectus of the Funds dated April 13, 2004 (the "Prospectus"), as amended.

(d) In each province of Canada, provided a pro forma simplified prospectus is filed 30 days prior to April 13 (23 in Quebec), 2005 a final version of the simplified prospectus is filed by April 23, (May 3 in Quebec) 2005, and a receipt for the simplified prospectus is issued by the securities regulatory authorities by May 3 (13 in Quebec) 2005, the units of the Funds may be distributed without interruption throughout this prospectus renewal period.

(e) The Funds are reporting issuers under the Legislation. None of the Funds is in default of any of the requirements of the Legislation.

(f) The Manager is contemplating various fund mergers that may affect the Funds, and which, should they occur, will commence on or about May 24, 2005. Any fund mergers that occur will be effected in accordance with the requirements of National Instrument 81-102 including, without limitation, filing appropriate amendments to the Prospectus and seeking unitholder approval where necessary.

(g) If the requested relief is not granted, a prospectus must be filed in accordance with the existing time limits for the renewal of the Prospectus, and must be receipted by May 3 (13 in Quebec), 2005. Such a prospectus may need to be substantially revised shortly after the issuance of a final receipt should the fund mergers commence on or about May 24, 2005. The financial costs and time involved in preparing, filing and printing a revised prospectus for the Funds would be unduly costly.

(h) Given the continued accuracy of the Prospectus, as amended, and the disclosure obligations of the Manager and the Funds should any fund mergers be proposed, the extension requested will not affect the currency or accuracy of the information contained in the Prospectus, as amended, and as may be further amended in accordance with disclosure obligations, and, accordingly, will not be prejudicial to the public interest.

AND WHEREAS pursuant to the System this MRRS Decision Document evidences the decision of each Decision Maker (collectively, the "Decision");

AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker 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 provided by Legislation as they apply to a distribution of securities under a prospectus are hereby extended to the time limits that would be applicable if the lapse date for the Prospectus of the Funds were May 31, 2005 and that units of the Funds may continue to be distributed provided that a final simplified prospectus is filed no later than 10 days after May 31, 2005 and that a receipt for the simplified prospectus is obtained no later than 20 days after May 31, 2005.

March 14, 2005.

"Josée Deslauriers"
Director of Capital Market