BCSC

Exemption Orders (Discretionary)

CT PRIVATE CANADIAN MONEY MARKET FUND.

2001 BCSECCOM 145

Headnote

Mutual Reliance Review System for Exemptive Relief Applications - application for mutual fund lapse date extension.

Applicable British Columbia Provisions

Securities Act, R.S.B.C. 1996, c.418, s. 70
Securities Rules, B.C. Reg. 194/97, s. 121, 122, 123 and 124.

IN THE MATTER OF THE SECURITIES LEGISLATION
OF BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN, MANITOBA, ONTARIO, QUEBEC, NEW BRUNSWICK, NOVA SCOTIA, PRINCE
EDWARD ISLAND AND NEWFOUNDLAND

AND

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

AND

IN THE MATTER OF

CT PRIVATE CANADIAN MONEY MARKET FUND
CT PRIVATE CANADIAN CORPORATE BOND FUND
(formerly CT Private Canadian Short Term Bonds Fund)
CT PRIVATE CANADIAN BONDS/RETURN FUND
CT PRIVATE CANADIAN BONDS/INCOME FUND
CT PRIVATE CANADIAN DIVIDEND FUND
CT PRIVATE U.S. BONDS/RETURN FUND
CT PRIVATE U.S. BONDS/INCOME FUND
CT PRIVATE INTERNATIONAL BONDS FUND
CT PRIVATE CANADIAN EQUITY/GROWTH FUND
CT PRIVATE CANADIAN EQUITY/INCOME FUND
CT PRIVATE U.S. EQUITY/GROWTH FUND
CT PRIVATE U.S. EQUITY/INCOME FUND
CT PRIVATE NORTH AMERICAN EQUITY/GROWTH FUND
CT PRIVATE NORTH AMERICAN EQUITY/INCOME FUND
CT PRIVATE SMALL/MID-CAP EQUITY FUND
CT PRIVATE INTERNATIONAL EQUITY FUND
CT RSP INTERNATIONAL BONDS FUND
CT RSP U.S. EQUITY FUND
CT RSP INTERNATIONAL EQUITY FUND

(individually a “Fund” and collectively, the “Funds”)

MRRS DECISION DOCUMENT

WHEREAS the securities regulatory authority or regulator (the “Decision Maker”) in each of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland (the “Jurisdictions”) has received an application from TD Asset Management Inc. (“TDAM”) in its capacity as manager, principal distributor and promoter of the Funds for a decision pursuant to the securities legislation of the Jurisdictions (the “Legislation”) that the time limits pertaining to the distribution of securities under the simplified prospectus and annual information form (collectively, the “Disclosure Documents”) of the Funds be extended to those time limits that would be applicable if the lapse date of the Disclosure Documents were March 15, 2001;

AND WHEREAS under the Mutual Reliance Review System for Exemptive Relief Applications (the “System”), the Ontario Securities Commission is the principal regulator for this application;

AND WHEREAS TDAM and the Funds have represented to the Decision Makers that:

1. TDAM is a wholly-owned subsidiary of The Toronto-Dominion Bank (“TD Bank”).

2. The Funds consist of 19 open-end mutual fund trusts established under the laws of Ontario by declarations of trust.

3. The Funds are qualified for distribution in the Jurisdictions by means of the Disclosure Documents (being a simplified prospectus and annual information form) that have been prepared and filed in accordance with the Legislation.

4. Pursuant to the Legislation the earliest lapse date for the distribution of securities of the Funds under the Disclosure Documents is January 28, 2001 (the “Lapse Date”).

5. Pursuant to the Legislation the earliest date by which pro forma versions of the Disclosure Documents must be filed with Canadian securities regulatory authorities is December 28, 2000 in the absence of the exemptive relief granted hereby.

6. Each Fund is a reporting issuer in each of the Jurisdictions and is not in default of any of the requirements of the securities laws of such Jurisdictions.

7. There have been no material changes in the affairs of the Funds since the date of the Disclosure Documents in respect of which an amendment to the Disclosure Documents has not been prepared and filed in accordance with the Legislation.

AND WHEREAS TDAM has represented to the Decision Makers that:

1. On February 1, 2000, TD Bank acquired all of the outstanding common shares of CT Financial Services Inc. (the “Merger”). TD Bank has been engaged in the process of integrating its operations and those of CT Financial Services Inc. (the “Merger Integration”) since the date of the Merger.

2. As part of the Merger Integration, TDAM and CT Investment Management Group Inc. (“CTIMG”), an affiliate of CT Financial Services Inc., have been engaged, since April, 2000, in the process of integrating and restructuring their respective mutual fund complexes (the “Fund Integration”).

3. Although TD Bank and TDAM have devoted considerable resources towards the completion of the Merger Integration and the Fund Integration, both processes are taking longer to complete than was originally anticipated and the Merger Integration has affected the Fund Integration. Most recently, TD Trust Company transferred its TD Private Investment Management division (“TD PIM”) to TDAM and TDAM is now seeking to incorporate into the Disclosure Documents certain pooled funds (the “Pools”) that were originally distributed by TD Trust on an exempt basis.

4. The lapse date extensions will provide TDAM with the additional time which it requires to qualify the Pools for distribution pursuant to the Disclosure Documents while renewing the Disclosure Documents in accordance with National Instruments 81-101 and 81-102.

AND WHEREAS under the System, this Decision Document evidences the decision of each Decision Maker (the “Decision”);

AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Makers 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 prescribed by the Legislation as they apply to a distribution of securities of each Fund be extended to the time limits that would be applicable if the Lapse Date for the distribution of securities of each Fund under the Disclosure Documents were March 15, 2001.

DATED this 26th day of January, 2001.

Paul A. Dempsey
Assistant Manager/Senior Legal Counsel
Investment Funds, Capital Markets