Draft Regulation to Amend Regulation 81-106 Respecting Investment Fund Continuous Disclosure

REGULATION TO AMEND REGULATION 81-106 RESPECTING INVESTMENT FUND CONTINUOUS DISCLOSURE Securities Act (chapter V-1.1, s. 331.1, par. (1), (3), (6), (8) (16) and (34))

1. Section 1.1 of Regulation 81-106 respecting Investment Fund Continuous Disclosure
   (chapter V-1.1, r. 42) is amended by replacing the definition of the expression “material contract” with the following:
   ““material contract” means, for an investment fund, a document that the investment fund would be required to list in a simplified prospectus under Part A, Item 4.19 of Form 81-101F1 if the investment fund filed a simplified prospectus under Regulation 81-101 respecting Mutual Fund Prospectus Disclosure (chapter V-1.1, r. 38);”.
2. Section 9.4 of the Regulation is amended by replacing paragraph (2) with the following:
   “(2) Subject to subsection (2.1), an annual information form required to be filed must be prepared (a) in accordance with Form 81-101F1 if the prospectus was prepared using that Form, and (b) in accordance with Form 41-101F2 if the prospectus was prepared using that Form. “(2.1) For the purposes of completing Form 41-101F2 and Form 81-101F1 under subsection (2), (a) all references in those Forms to “simplified prospectus” or “prospectus” must be replaced with “annual information form”, (b) Items 1.1, 1.4, 1.5, 1.6, 1.7, 1.8, 1.11, 1.13, 3.3(1)(b), 3.5, 14.1, 15.2, 17.1, 24. 25, 26, 28, 29.2, 36, 38 and 39 of Form 41-101F2 must be ignored, (c) Item 1.3 of Form 41-101F2 must be read as follows:
   “1.3. Basic Disclosure about the Distribution
   (1) State on the front cover that the document is an annual information form for each of the mutual funds to which the document pertains. (2) State on the front cover the names of the mutual funds and, at the option of the mutual funds, the name of the mutual fund family to which the document pertains. If the mutual fund has more than one class or series of securities, state the name of each of those classes or series covered in the document. (3) State the date of the document, which is the date of the certificates for the document. This date must be within three business days of the date it is filed with the securities regulatory authority. Write the date of the document in full, writing the name of the month in words. (4) State, in substantially the following words:
   “No securities regulatory authority has expressed an opinion about these [units/shares] and it is an offence to claim otherwise.”, (d) references to the term “distribution” in Item 3.2 of Form 41-101F2 must be read as “investment fund”,

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(e) Items 19.1(11) to (13) of Form 41-101F2 do not apply to an investment fund that is a corporation, except for the disclosure in connection with the independent review committee, (f) Item 21 of Form 41-101F2 must be completed in connection with all of the securities of the investment fund, (g) Item 35.1 of Form 41-101F2 must be completed even though no distribution is taking place, (h) General Instruction (18), subsections 1.1(4), (5) and (7), Item 3, subsections 7.1(5) to (11) and items 12, 15, 16, 17, 18 of Part A of Form 81-101F1 and item 11 of Part B of that Form must be ignored, (i) Item 4.18 of Part A of Form 81-101F1 does not apply to an investment fund that is a corporation, except for the disclosure in connection with the independent review committee, (j) Item 7 of Part B of Form 81-101F1 must be completed in connection with all of the securities of the investment fund, and (k) subsection 13(2) of Part B of Form 81-101F1 must be read as follows:
“(2) State, in substantially the following words:
“• Additional information about the Fund[s] is available in the Fund[’s/s’] Fund Facts, management reports of fund performance and financial statements.

• You can get a copy of these documents, at your request, and
  at no cost, by calling [toll-free/collect] [insert the toll-free telephone number or telephone number where collect calls are accepted, as required by section 3.4 of the Regulation], or from your dealer or by e-mail at [insert e-mail address].
• These documents and other information about the Fund[s],
  such as information circulars and material contracts, are also available [on the [insert name of mutual fund] designated website at [insert investment fund designated website address] or] at www.sedar.com.”.”.

3. Section 10.2 of the Regulation is amended by replacing paragraph (3) with the
   following:
   “(3) An investment fund must include a summary of the policies and procedures required by this section in its prospectus.”.
4. Form 81-106F1 of the Regulation is amended by replacing, in the French text of the
   instructions to item 2.2 of Part B, “du Formulaire 81-101F1” with “de l’Annexe 81-101A1”.
5. This Regulation comes into force on (indicate here the date of coming into force of this
   Regulation).