NATIONAL INSTRUMENT 81-101 MUTUAL FUND …...2.2 Amendments to Disclosure Documents 2.2.1 Amendment to a Preliminary Simplified Prospectus 2.2.2 Delivery of Amendments 2.2.3 Amendment

National Instrument 81-101

NATIONAL INSTRUMENT 81-101MUTUAL FUND PROSPECTUS DISCLOSURE

TABLE OF CONTENTS

PART TITLE

PART 1 DEFINITIONS, INTERPRETATION ANDAPPLICATION

1.1 Definitions1.2 Interpretation1.3 Application

PART 2 DISCLOSURE DOCUMENTS

2.1 Filing of Disclosure Documents2.2 Amendments to Disclosure Documents2.2.1 Amendment to a Preliminary Simplified

Prospectus2.2.2 Delivery of Amendments2.2.3 Amendment to a Simplified Prospectus2.3 Supporting Documents2.3.1 Websites2.4 Simplified Prospectus2.5 Lapse Date2.6 Consents of Experts2.7 Language of Documents2.8 Statement of Rights

PART 3 DOCUMENTS INCORPORATED BYREFERENCE AND DELIVERY TOSECURITYHOLDERS

3.1 Documents Incorporated by Reference3.1.1 Audit of Financial Statements3.1.2 Review of Unaudited Financial

Statements3.1.3 Approval of Financial Statements and

Related Documents3.2 Delivery of Preliminary Simplified

Prospectus and Simplified Prospectus3.2.01 Pre-Sale Delivery of Fund Facts

Document3.2.02 Exception to Pre-Sale Delivery of Fund

Facts Document3.2.03 Delivery of Fund Facts for Subsequent

Purchases under a Pre-authorizedPurchase Plan

3.2.04 Delivery of Fund Facts for ManagedAccounts and Permitted Clients

3.2.05 Electronic Delivery of the Fund FactsDocument

3.2.1 Fund facts Document – Purchaser’sRight of Withdrawal

3.2.2 Fund Facts Document – Purchaser’sRight of Action for Failure to Deliver orSend

3.3 Documents to be Delivered or Sentupon Request

3.4 Toll-Free Telephone Number or CollectTelephone Calls

3.5 Soliciting Expressions of InterestProhibited

PART 4 PLAIN LANGUAGE AND PRESENTATION

4.1 Plain Language and Presentation4.2 Preparation in the Required Form

PART 5 PACKAGING

5.1 Combinations of Documents5.2 Combinations of Fund Facts

Documents for Delivery Purposes5.3 Separate Binding of Part B Sections of

a Multiple SP5.4 Annual Information Forms5.5 Combinations of Fund Facts

Documents for Filing Purposes

PART 5.1 CERTIFICATES

5.1.1 Interpretation5.1.2 Date of Certificates5.1.3 Certificate of the Mutual Fund5.1.4 Certificate of Principal Distributor5.1.5 Certificate of the Manager5.1.6 Certificate of Promoter5.1.7 Certificates of Corporate Mutual Funds

PART 6 EXEMPTIONS

6.1 Grant of Exemption6.2 Evidence of Exemption

PART 7 EFFECTIVE DATE

7.1 Effective Date

EDITOR’S NOTE (9 & 10)



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PART 1 – DEFINITIONS, INTERPRETATION ANDAPPLICATION

1.1 Definitions - In this Instrument

“business day” means any day other than aSaturday, a Sunday or a statutory holiday;

“commodity pool” means a mutual fund, other thana precious metals fund, that has adoptedfundamental investment objectives that permit it touse

(a) specified derivatives other than as permittedby National Instrument 81-102 InvestmentFunds, or

(b) physical commodities other than aspermitted by that Instrument;

“educational material” means material containinggeneral information about one or more of investingin general, mutual funds, portfolio management,capital markets, retirement savings, income oreducation saving plans and financial planning, ifthe material does not promote a particular mutualfund or mutual fund family or the products orservices offered by a particular mutual fund ormutual fund family;

“executive officer” means, for a mutual fund, amanager of a mutual fund or a promoter of amutual fund, an individual who is

(a) a chair, vice-chair or president,

(b) a vice-president in charge of a principalbusiness unit, division or function includingsales, finance or product development, or

(c) performing a policy-making function;

“financial statements” includes interim financialreports;

“financial year” includes the first completedfinancial period of a mutual fund beginning with theinception of the mutual fund and ending on the dateof its first financial year end;

“fund facts document” means a completedForm 81-101F3 Contents of Fund Facts Document;

“independent review committee” means theindependent review committee of the investmentfund established under National Instrument 81-107Independent Review Committee for InvestmentFunds;

“managed account” has the meaning ascribed tothat term in National Instrument 31-103Registration Requirements, Exemptions andOngoing Registrant Obligations;

“material contract” means, for a mutual fund, acontract listed in the annual information form of themutual fund in response to Item 16 ofForm 81-101F2 Contents of Annual InformationForm;

“multiple AIF” means a document containing two ormore annual information forms that have beenconsolidated in accordance with section 5.4;

“multiple SP” means a document containing two ormore simplified prospectuses that have beenconsolidated in accordance with subsection 5.1(1);

“Part A section” means the section of a simplifiedprospectus that contains the disclosure required byPart A of Form 81-101F1 Contents of SimplifiedProspectus;

“Part B section” means the section of a simplifiedprospectus that contains the disclosure required byPart B of Form 81-101F1;

“permitted client” has the meaning ascribed to thatterm in National Instrument 31-103 RegistrationRequirements, Exemptions and OngoingRegistrant Obligations;

“personal information form” means

(a) a completed Schedule 1 of Appendix A toNational Instrument 41-101 GeneralProspectus Requirements, or

(b) a completed TSX/TSXV personalinformation form submitted by an individualto the Toronto Stock Exchange or to theTSX Venture Exchange to which is attacheda completed certificate and consent in theform set out in Schedule 1 – Part B ofAppendix A to National Instrument 41-101General Prospectus Requirements;

“plain language” means language that can beunderstood by a reasonable person, applying areasonable effort;

“pre-authorized purchase plan” means a contract orother arrangement for the purchase of securities ofa mutual fund, by payments of a specified amount,on a regularly scheduled basis, and which can beterminated at any time;

“precious metals fund” means a mutual fund thathas adopted fundamental investment objectives,and received all required regulatory approvals, thatpermit it to invest in precious metals or in entitiesthat invest in precious metals and that otherwisecomplies with National Instrument 81-102Investment Funds;

“predecessor personal information form” means

(a) a completed Schedule 1 of Appendix A toNational Instrument 41-101 GeneralProspectus Requirements in the form thatwas in effect from March 17, 2008 until May14, 2013, or

(b) a completed TSX/TSXV personalinformation form to which is attached acompleted certificate and consent in theform that was in effect between March 17,2008 and May 14, 2013;


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“single AIF” means an annual information form thathas not been consolidated with another annualinformation form under section 5.4;

“single SP” means a simplified prospectus that hasnot been consolidated with another simplifiedprospectus under subsection 5.1(1); and

“statutory right of action” means,

(a) in Alberta, paragraph 206(a) of theSecurities Act (Alberta),

(b) in British Columbia, section 135 of theSecurities Act (British Columbia),

(c) in Manitoba, section 141.2 of the SecuritiesAct (Manitoba),

(d) in New Brunswick, section 155 of theSecurities Act (New Brunswick),

(e) in Northwest Territories, section 116 of theSecurities Act (Northwest Territories),

(f) in Nunavut, section 116 of the SecuritiesAct (Nunavut),

(g) in Saskatchewan, section 141(2) of TheSecurities Act, 1988 (Saskatchewan), and

(h) in Yukon, section 116 of the Securities Act(Yukon);

“statutory right of withdrawal” means,

(a) in Alberta, subsection 130(1) of theSecurities Act (Alberta),

(b) in British Columbia, subsections 83(3) and(5) of the Securities Act (British Columbia),

(c) in Manitoba, sections 1.2 and 1.5 of LocalRule 41-502 Prospectus DeliveryRequirement (Manitoba),

(d) in New Brunswick, subsection 88(2) of theSecurities Act (New Brunswick),

(e) in Northwest Territories, section 101(2) ofthe Securities Act (Northwest Territories),

(f) in Nunavut, subsection 101(2) of theSecurities Act (Nunavut),

(g) in Saskatchewan, section 79(3) of TheSecurities Act, 1988 (Saskatchewan), and

(h) in Yukon, subsection 101(2) of theSecurities Act (Yukon).

“TSX/TSXV personal information form” means acompleted personal information form of anindividual in compliance with the requirements ofForm 4 for the Toronto Stock Exchange or Form 2Afor the TSX Venture Exchange, as applicable, eachas amended from time to time.

1.2 Interpretation - Terms defined in NationalInstrument 81-102 Investment Funds or NationalInstrument 81-105 Mutual Fund Sales Practicesand used in this Instrument have the respectivemeanings ascribed to them in those Instruments.

1.3 Application - This Instrument does not apply tomutual funds that are

(a) labour sponsored venture capitalcorporations;

(b) commodity pools; or

(c) listed and posted for trading on a stockexchange or quoted on an over-the-countermarket.

PART 2 – DISCLOSURE DOCUMENTS

2.1 Filing of Disclosure Documents

(1) A mutual fund

(a) that files a preliminary prospectus must filethe preliminary prospectus in the form of apreliminary simplified prospectus preparedin accordance with Form 81-101F1 andconcurrently file

(i) a preliminary annual information formprepared and certified in accordancewith Form 81-101F2; and

(ii) a preliminary fund facts document foreach class or series of securities ofthe mutual fund prepared inaccordance with Form 81-101F3;

(b) that files a pro forma prospectus must filethe pro forma prospectus in the form of apro forma simplified prospectus prepared inaccordance with Form 81-101F1 andconcurrently file

(i) a pro forma annual information formprepared in accordance withForm 81-101F2; and

(ii) a pro forma fund facts document foreach class or series of securities ofthe mutual fund prepared inaccordance with Form 81-101F3;

(c) that files a prospectus must file theprospectus in the form of a simplifiedprospectus prepared in accordance withForm 81-101F1 and concurrently file

(i) an annual information form preparedand certified in accordance withForm 81-101F2; and

(ii) a fund facts document for each classor series of securities of the mutualfund prepared in accordance withForm 81-101F3;

(d) that files an amendment to a prospectusmust

(i) file an amendment


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(A) to the simplified prospectus andconcurrently file an amendment tothe related annual informationform, or

(B) to the related annual informationform if changes are made only tothe annual information form;

(ii) if the amendment relates to theinformation contained in a fund factsdocument, concurrently file anamendment to the fund factsdocument;

(iii) if the amendment relates to a newclass or series of securities of themutual fund that is referable to thesame portfolio of assets, concurrentlyfile a fund facts document for the newclass or series; and

(e) must file an amendment to a fund factsdocument, if a material change occurs thatrelates to the information contained in thefund facts document, as soon as practicableand, in any event, within 10 days after theday the change occurs.

(2) A mutual fund must not file a prospectus more than90 days after the date of the receipt for thepreliminary prospectus that relates to theprospectus.

2.2 Amendments to Disclosure Documents

(1) An amendment to a simplified prospectus orto an annual information form may consistof either

(a) an amendment that does not fullyrestate the text of the simplifiedprospectus or annual information form;or

(b) an amended and restated simplifiedprospectus or annual information form.

(2) Despite subsection (1), an amendment tothe Part B section that is separately boundfrom the Part A section of a simplifiedprospectus must be effected only by way ofan amended and restated Part B section.

(3) An amendment to a simplified prospectus orto an annual information form must beidentified and dated as follows:

1. For an amendment that does notrestate the text of a simplifiedprospectus or annual information form:

Amendment No. [insert amendmentnumber] dated [insert date ofamendment] to [identify document]dated [insert date of document beingamended].

2. For an amended and restatedsimplified prospectus, other than an

amendment to which subsection (2)applies, or annual information form:

Amended and Restated [identifydocument] dated [insert date ofamendment], amending and restating[identify document] dated [insert dateof document being amended].

(4) An amendment to a fund facts documentmust be prepared in accordance withForm 81-101F3 without any furtheridentification and dated as of the date thefund facts document is being amended.

2.2.1 Amendment to a Preliminary SimplifiedProspectus

(1) Except in Ontario, if, after a receipt for apreliminary simplified prospectus is issuedbut before a receipt for the simplifiedprospectus is issued, a material adversechange occurs, an amendment to thepreliminary simplified prospectus must befiled as soon as practicable, but in anyevent within 10 days after the changeoccurs.

[Note: In Ontario, subsection 57(1) of theSecurities Act (Ontario) imposes a similarrequirement to file an amendment to apreliminary prospectus.]

1

(2) The regulator must issue a receipt for anamendment to a preliminary simplifiedprospectus as soon as practicable after theamendment is filed.

2.2.2 Delivery of Amendments – Except in Ontario, amutual fund must deliver an amendment to apreliminary simplified prospectus as soon aspracticable to each recipient of the preliminarysimplified prospectus according to the record ofrecipients required to be maintained undersecurities legislation.

[Note: In Ontario, subsection 57(3) of theSecurities Act (Ontario) imposes similarrequirements regarding the delivery ofamendments to a preliminary prospectus.]

2.2.3 Amendment to a Simplified Prospectus

(1) Except in Ontario, if, after a receipt for asimplified prospectus is issued but beforethe completion of the distribution under thesimplified prospectus, a material changeoccurs, a mutual fund must file anamendment to the simplified prospectus as

1In Ontario, a number of prospectus related requirements in this

Instrument are set out in the Securities Act (Ontario). We haveidentified carve-outs from the Instrument where a similarrequirement is set out in the Securities Act (Ontario). Notesincluded in this Instrument have been inserted for convenienceof reference only and do not form part of this Instrument or haveany force or effect as a rule or policy.


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soon as practicable, but in any event within10 days after the day the change occurs.

[Note: In Ontario, subsection 57(1) of theSecurities Act (Ontario) imposes a similarobligation to file an amendment to a finalprospectus where there has been a materialchange.]

(2) Except in Ontario, if, after a receipt for asimplified prospectus or an amendment to asimplified prospectus is issued but beforethe completion of the distribution under thesimplified prospectus or the amendment tothe simplified prospectus, securities inaddition to the securities previouslydisclosed in the simplified prospectus or theamendment to the simplified prospectus areto be distributed, an amendment to thesimplified prospectus disclosing theadditional securities must be filed, as soonas practicable, but in any event within10 days after the decision to increase thenumber of securities offered.

[Note: In Ontario, subsection 57(2) of theSecurities Act (Ontario) imposes a similarrequirement to file an amendment to aprospectus any time there is a proposeddistribution of securities in addition to thatdisclosed under the prospectus.]

(3) Except in Ontario, the regulator must issuea receipt for an amendment to a simplifiedprospectus filed under this section unlessthe regulator considers that there aregrounds set out in securities legislation thatwould cause the regulator not to issue thereceipt for a simplified prospectus.

[Note: In Ontario, subsection 57(2.1) of theSecurities Act (Ontario) imposes a similarobligation for the Director to issue a receiptfor an amendment to a prospectus unlessthere are proper grounds for refusing thereceipt.]

(4) Except in Ontario, the regulator must notrefuse to issue a receipt under subsection(3) without giving the mutual fund that filedthe simplified prospectus an opportunity tobe heard.

[Note: In Ontario, subsections 57(2.1) and61(3) of the Securities Act (Ontario) imposea similar restriction on the Director to refuseto issue a receipt for a prospectus withoutfirst giving an issuer an opportunity to beheard.]

2.3 Supporting Documents

(1) A mutual fund must

(a) file with a preliminary simplifiedprospectus, a preliminary annualinformation form and a preliminaryfund facts document for each class orseries of securities of the mutual fund

(i) a copy of the preliminary annualinformation form certified inaccordance with Part 5.1,

(ii) a submission to the jurisdictionand appointment of an agent forservice of process of the managerof the mutual fund in the form setout in Appendix C to NationalInstrument 41-101 GeneralProspectus Requirements, if themanager of the mutual fund isincorporated, continued ororganized under the laws of aforeign jurisdiction or residesoutside of Canada,

(iii) a copy of any material contractand a copy of any amendment toa material contract that have notpreviously been filed, other than acontract entered into in theordinary course of business,

(iv) a copy of the following documentsand a copy of any amendment tothe following documents that havenot previously been filed:

(A) by-laws or othercorresponding instrumentscurrently in effect,

(B) any securityholder or votingtrust agreement that themutual fund has access toand that can reasonably beregarded as material to aninvestor in securities of themutual fund, and

(C) any other contract of themutual fund that creates orcan reasonably be regardedas materially affecting therights or obligations of themutual fund’s securityholdersgenerally, and

(v) any other supporting documentsrequired to be filed undersecurities legislation; and

(b) at the time a preliminary simplifiedprospectus, a preliminary annualinformation form and a preliminaryfund facts document for each class orseries of securities of the mutual fundare filed, deliver or send to thesecurities regulatory authority

(i) for

(A) a new mutual fund, a copy ofa draft opening statement offinancial position of themutual fund, and


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(B) an existing mutual fund, acopy of the latest auditedfinancial statements of themutual fund,

(ii) a personal information form for:

(A) each director and executiveofficer of the mutual fund;

(B) each director and executiveofficer of the manager of themutual fund;

(C) each promoter of the mutualfund;

(D) if the promoter is not anindividual, each director andexecutive officer of thepromoter,

(iii) a signed letter to the regulatorfrom the auditor of the mutualfund prepared in accordance withthe form suggested for thiscircumstance by the Handbook, ifa financial statement of themutual fund incorporated byreference in the preliminarysimplified prospectus isaccompanied by an unsignedauditor’s report, and

(iv) any other supporting documentsrequired to be delivered or sent tothe securities regulatory authorityunder securities legislation.

(1.1) Despite subparagraph (1)(b)(ii), a mutualfund is not required to deliver to theregulator a personal information form for anindividual if the mutual fund, the mutualfund’s manager, another issuer or themanager of another investment fund issuer,previously delivered a personal informationform for the individual and all of thefollowing are satisfied:

(a) the certificate and consent included inor attached to the personal informationform was executed by the individualwithin three years preceding the dateof filing of the preliminary simplifiedprospectus, preliminary annualinformation form and preliminary fundfacts document for each class orseries of securities of the mutual fund;

(b) the responses given by the individualto questions 6 through 10 of theindividual’s personal information formare correct as at a date that is noearlier than 30 days before the filing ofthe preliminary simplified prospectus,preliminary annual information formand preliminary fund facts documentfor each class or series of securities ofthe mutual fund;

(c) if the personal information form waspreviously delivered to the regulator byanother issuer, the issuer delivers tothe regulator, concurrently with thefiling of the preliminary simplifiedprospectus, preliminary annualinformation form and preliminary fundfacts document for each class orseries of securities of the mutual fund,a copy of the previously deliveredpersonal information form oralternative information that issatisfactory to the regulator.

(1.2) Until May 14, 2016, subparagraph (1)(b)(ii)does not apply to a mutual fund in respectof the delivery of a personal informationform for an individual if the mutual fund, themutual fund’s manager, another issuer orthe manager of another investment fundissuer previously delivered to the regulatora predecessor personal information form forthe individual and all of the following aresatisfied:

(a) the certificate and consent included inor attached to the predecessorpersonal information form wasexecuted by the individual within threeyears preceding the date of filing ofthe preliminary simplified prospectus,preliminary annual information formand preliminary fund facts documentfor each class or series of securities ofthe mutual fund;

(b) the responses given by the individualto questions 4(B) and (C) andquestions 6 through 9 or, in the caseof a TSX/TSXV personal informationform in effect after September 8, 2011,questions 6 through 10, of theindividual’s predecessor personalinformation form are correct as at adate that is no earlier than 30 daysbefore the filing of the preliminarysimplified prospectus, preliminaryannual information form andpreliminary fund facts document foreach class or series of securities ofthe mutual fund.


(a) file with a pro forma simplifiedprospectus, a pro forma annualinformation form and a pro forma fundfacts document for each class orseries of securities of the mutual fund

(i) a copy of any material contract ofthe mutual fund, and a copy ofany amendment to a materialcontract of the mutual fund, notpreviously filed,


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(ii) a submission to the jurisdictionand appointment of an agent forservice of process of the managerof the mutual fund in the form setout in Appendix C to NationalInstrument 41-101 GeneralProspectus Requirements, if themanager of the mutual fund isincorporated, continued ororganized under the laws of aforeign jurisdiction or residesoutside of Canada and if thatdocument has not already beenfiled;

(ii.1) a copy of the following documentsand a copy of any amendment tothe following documents that havenot previously been filed:


(B) any securityholder or votingtrust agreement that themutual fund has access toand that can reasonably beregarded as material to aninvestor in securities of themutual fund, and

(iii) any other supporting documentsrequired to be filed undersecurities legislation; and

(b) at the time a pro forma simplifiedprospectus, a pro forma annualinformation form and a pro forma fundfacts document for each class orseries of securities of the mutual fundare filed, deliver or send to thesecurities regulatory authority

(i) a copy of the pro forma simplifiedprospectus, blacklined to showchanges and the text of deletionsfrom the latest simplifiedprospectus previously filed,

(ii) a copy of the pro forma annualinformation form, blacklined toshow changes and the text ofdeletions from the latest annualinformation form previously filed,

(ii.1) a copy of the pro forma fund factsdocument for each class or seriesof securities of the mutual fund,blacklined to show changes,including the text of deletions,from the latest fund factsdocument previously filed,

(iii) [Repealed]

(iv) a personal information form for:

(A) each director and executiveofficer of the mutual fund;

(B) each director and executiveofficer of the manager of themutual fund;

(C) each promoter of the mutualfund;

(D) if the promoter is not anindividual, each director andexecutive officer of thepromoter, and

(v) any other supporting documentsrequired to be delivered or sent tothe securities regulatory authorityunder securities legislation.

(2.1) Despite subparagraph (2)(b)(iv), amutual fund is not required to deliverto the regulator a personal informationform for an individual if the mutualfund, the mutual fund’s manager,another issuer or the manager ofanother investment fund issuerpreviously delivered a personalinformation form for the individual andall of the following are satisfied:

(a) the certificate and consentincluded in or attached to thepersonal information form wasexecuted by the individual withinthree years preceding the date offiling of the pro forma simplifiedprospectus, pro forma annualinformation form and pro formafund facts document for eachclass or series of securities of themutual fund;

(b) the responses given by theindividual to questions 6 through10 of the individual’s personalinformation form are correct as ata date that is no earlier than 30days before the filing of the proforma simplified prospectus, proforma annual information formand pro forma fund factsdocument for each class or seriesof securities of the mutual fund;

(c) if the personal information formwas previously delivered to theregulator by another issuer, theissuer delivers to the regulator,concurrently with the filing of thepro forma simplified prospectus,pro forma annual information formand pro forma fund factsdocument for each class or seriesof securities of the mutual fund, acopy of the previously deliveredpersonal information form or


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alternative information that issatisfactory to the regulator.

(2.2) Until May 14, 2016, subparagraph(2)(b)(iv) does not apply to a mutualfund in respect of the delivery of apersonal information form for anindividual if the mutual fund, themutual fund’s manager, another issueror the manager of another investmentfund issuer previously delivered to theregulator a predecessor personalinformation form for the individual andall of the following are satisfied:

(a) the certificate and consentincluded in or attached to thepredecessor personal informationform was executed by theindividual within three yearspreceding the date of filing of thepro forma simplified prospectus,pro forma annual information formand pro forma fund factsdocument for each class or seriesof securities of the mutual fund;

(b) the responses given by theindividual to questions 4(B) and(C) and questions 6 through 9 or,in the case of a TSX/TSXVpersonal information form in effectafter September 8, 2011,questions 6 through 10, of theindividual’s predecessor personalinformation form are correct as ata date that is no earlier than 30days before the filing of the proforma simplified prospectus, proforma annual information formand pro forma fund factsdocument for each class or seriesof securities of the mutual fund.


(a) file with a simplified prospectus, anannual information form and a fundfacts document for each class orseries of securities of the mutual fund

(i) a copy of any material contract,and a copy of any amendment toa material contract, of the mutualfund and not previously filed,

(i.1) a copy of the following documentsand a copy of any amendment tothe following documents that havenot previously been filed:


(B) any securityholder or votingtrust agreement that themutual fund has access to

and that can reasonably beregarded as material to aninvestor in securities of themutual fund,

(ii) for a new mutual fund, a copy ofthe audited statement of financialposition of the mutual fund,

(iii) a copy of the annual informationform certified in accordance withPart 5.1,

(iv) a submission to the jurisdictionand appointment of an agent forservice of process of the managerof the mutual fund in the form setout in Appendix C to NationalInstrument 41-101 GeneralProspectus Requirements, if themanager of the mutual fund isincorporated, continued ororganized under the laws of aforeign jurisdiction or residesoutside of Canada and if thatdocument has not already beenfiled,

(v) any consents required bysection 2.6,

(vi) a copy of each report or valuationreferred to in the simplifiedprospectus, for which a consent isrequired to be filed undersection 2.6 and that has notpreviously been filed, and

(vii) any other supporting documentsrequired to be filed undersecurities legislation; and

(b) at the time a simplified prospectus isfiled, deliver or send to the securitiesregulatory authority

(i) a copy of the simplifiedprospectus, blacklined to showchanges and the text of deletionsfrom the preliminary or pro formasimplified prospectus,

(ii) a copy of the annual informationform, blacklined to show changesand the text of deletions from thepreliminary or pro forma annualinformation form,

(ii.1) a copy of the fund facts documentfor each class or series ofsecurities of the mutual fund,blacklined to show changes,including the text of deletions,from the preliminary or pro formafund facts document,

(iii) details of any changes to thepersonal information required tobe delivered under


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subparagraph (1)(b)(ii) or(2)(b)(iv), in the form of thePersonal Information Form andAuthorization, since the deliveryof that information in connectionwith the filing of the simplifiedprospectus of the mutual fund oranother mutual fund managed bythe manager, and



(a) file with an amendment to a simplifiedprospectus and an amendment to theannual information form

(i) a copy of the amendment to theannual information form certifiedin accordance with Part 5.1,

(ii) any consents required bysection 2.6,

(iii) a copy of any material contract ofthe mutual fund, and a copy ofany amendment to a materialcontract of the mutual fund, notpreviously filed,

(iii.1) if the amendment relates to theinformation contained in a fundfacts document, an amendment tothe fund facts document, and

(iv) any other supporting documentsrequired to be filed undersecurities legislation;

(b) at the time an amendment to asimplified prospectus is filed, deliver orsend to the securities regulatoryauthority

(i) if the amendment to the simplifiedprospectus is in the form of anamended and restated simplifiedprospectus, a copy of thatdocument blacklined to showchanges and the text of deletionsfrom the simplified prospectus,

(ii) if the amendment to the annualinformation form is in the form ofan amended and restated annualinformation form, a copy of theamended annual informationform, blacklined to show changesand the text of deletions from theannual information form,

(ii.1) if an amendment to a fund factsdocument is filed, a copy of thefund facts document, blacklined toshow changes, including the text

of deletions, from the latest fundfacts document previously filed,

(iii) details of any changes to thepersonal information required tobe delivered under subparagraph(1)(b)(ii), (2)(b)(iv) or (3)(b)(iii), inthe form of the PersonalInformation Form andAuthorization, since the deliveryof that information in connectionwith the filing of the simplifiedprospectus of the mutual fund oranother mutual fund managed bythe manager, and



(a) file with an amendment to an annualinformation form in circumstances inwhich the corresponding simplifiedprospectus is not amended

(i) a copy of the amendment to theannual information form certifiedin accordance with Part 5.1,

(ii) any consents required bysection 2.6,

(iii) a copy of any material contract ofthe mutual fund, and a copy ofany amendment to a materialcontract of the mutual fund, notpreviously filed,

(iii.1) if the amendment relates to theinformation contained in a fundfacts document, an amendment tothe fund facts document, and

(iv) any other supporting documentsrequired to be filed undersecurities legislation; and

(b) at the time an amendment to anannual information form is filed, deliveror send to the securities regulatoryauthority

(i) details of any changes to thepersonal information required tobe delivered under subparagraph(1)(b)(ii), (2)(b)(iv) or (3)(b)(iii), inthe form of the PersonalInformation Form andAuthorization, since the deliveryof that information in connectionwith the filing of the simplifiedprospectus of the mutual fund oranother mutual fund managed bythe manager,


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(ii) if the amendment is in the form ofan amended and restated annualinformation form, a copy of theamended and restated annualinformation form blacklined toshow changes and the text ofdeletions from the annualinformation form,

(ii.1) if an amendment to a fund factsdocument is filed, a copy of thefund facts document, blacklined toshow changes, including the textof deletions, from the latest fundfacts document previously filed,and

(iii) any other supporting documentsrequired to be delivered or sent tothe securities regulatory authorityunder securities legislation.

(5.1) A mutual fund must

(a) file the following documents with anamendment to a fund facts documentunless subsection (4) or (5) applies:

(i) an amendment to thecorresponding annual informationform, certified in accordance withPart 5.1,

(ii) any other supporting documentsrequired to be filed undersecurities legislation; and

(b) at the time an amendment to a fundfacts document is filed, deliver or sendto the securities regulatory authority

(i) details of any changes to thepersonal information required tobe delivered under subparagraph(1)(b)(ii), (2)(b)(iv) or (3)(b)(iii), inthe form of the PersonalInformation Form andAuthorization, since the deliveryof that information in connectionwith the filing of the simplifiedprospectus of the mutual fund oranother mutual fund managed bythe manager,

(ii) a copy of the amended andrestated fund facts documentblacklined to show changes,including the text of deletions,from the most recently filed fundfacts document; and

(iii) any other supporting documentsrequired to be delivered or sent tothe securities regulatory authorityunder securities legislation.

(6) Despite any other provision of this section,a mutual fund may

(a) omit or mark to be unreadable certainprovisions of a material contract or anamendment to a material contract filedunder this section

(i) if the manager of the mutual fundreasonably believes thatdisclosure of those provisionswould be seriously prejudicial tothe interests of the mutual fund orwould violate confidentialityprovisions, and

(ii) if a provision is omitted or markedto be unreadable undersubparagraph (i), the mutual fundmust include a description of thetype of information that has beenomitted or marked to beunreadable immediately after theprovision that is omitted ormarked to be unreadable in thecopy of the material contract oramendment to the materialcontract filed by the mutual fund;and

(b) delete commercial or financialinformation from the copy of anagreement of the mutual fund, itsmanager or trustee with a portfolioadviser or portfolio advisers of themutual fund filed under this section ifthe disclosure of that information couldreasonably be expected to

(i) prejudice significantly thecompetitive position of a party tothe agreement, or

(ii) interfere significantly withnegotiations in which parties tothe agreement are involved.

2.3.1 Websites

(1) If a mutual fund or the mutual fund’s familyhas a website, the mutual fund must post toat least one of those websites a fund factsdocument filed under this Part as soon aspracticable and, in any event, within 10days after the date that the document isfiled.

(2) A fund facts document posted to thewebsite referred to in subsection (1) must

(a) be displayed in a manner that wouldbe considered prominent to areasonable person; and

(b) not be attached to or bound withanother fund facts document.

(3) Subsection (1) does not apply if the fundfacts document is posted to a website of themanager of the mutual fund in the mannerrequired under subsection (2).


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2.4 Simplified Prospectus - A simplified prospectus isa prospectus for the purposes of securitieslegislation.

2.5 Lapse Date

(1) This section does not apply in Ontario.

(2) In this section, “lapse date” means, withreference to the distribution of a securitythat has been qualified under a simplifiedprospectus, the date that is 12 months afterthe date of the most recent simplifiedprospectus relating to the security.

(3) A mutual fund must not continue thedistribution of a security to which theprospectus requirement applies after thelapse date unless the mutual fund files anew simplified prospectus that complieswith securities legislation and a receipt forthat new simplified prospectus is issued bythe regulator.

(4) Despite subsection (3), a distribution maybe continued for a further 12 months after alapse date if,

(a) the mutual fund delivers a pro formasimplified prospectus not less than 30days before the lapse date of theprevious simplified prospectus;

(b) the mutual fund files a new finalsimplified prospectus not later than 10days after the lapse date of theprevious simplified prospectus; and

(c) a receipt for the new final simplifiedprospectus is issued by the regulatorwithin 20 days after the lapse date ofthe previous simplified prospectus.

(5) The continued distribution of securities afterthe lapse date does not contravenesubsection (3) unless and until any of theconditions of subsection (4) are notcomplied with.

(6) Subject to any extension granted undersubsection (7), if a condition in subsection(4) is not complied with, a purchaser maycancel a purchase made in a distributionafter the lapse date in reliance onsubsection (4) within 90 days after thepurchaser first became aware of the failureto comply with the condition.

(7) The regulator may, on an application of amutual fund, extend, subject to such termsand conditions as it may impose, the timesprovided by subsection (4) where in itsopinion it would not be prejudicial to thepublic interest to do so.

[Note: In Ontario, section 62 of the Securities Act(Ontario) imposes similar requirements regarding refilingof prospectuses.]

2.6 Consents of Experts

(1) A mutual fund must file the written consentof

(a) any solicitor, auditor, accountant,engineer, or appraiser;

(b) any notary in Québec; and

(c) any person or company whoseprofession or business gives authorityto a statement made by that person orcompany

if that person or company is named in asimplified prospectus or an amendment to asimplified prospectus, directly or, ifapplicable, in a document incorporated byreference,

(d) as having prepared or certified anypart of the simplified prospectus or theamendment;

(e) as having opined on financialstatements from which selectedinformation included in the simplifiedprospectus has been derived andwhich audit opinion is referred to in thesimplified prospectus directly or in adocument incorporated by reference;or

(f) as having prepared or certified areport, valuation, statement or opinionreferred to in the simplified prospectusor the amendment, directly or in adocument incorporated by reference.

(2) The consent referred to in subsection (1)must

(a) be filed no later than the time thesimplified prospectus or theamendment to the simplifiedprospectus is filed or, for the purposesof future financial statements that havebeen incorporated by reference in asimplified prospectus, no later than thedate that those financial statementsare filed;

(b) state that the person or companybeing named consents

(i) to being named, and

(ii) to the use of that person orcompany’s report, valuation,statement or opinion;

(c) refer to the report, valuation,statement or opinion stating the dateof the report, valuation, statement oropinion; and

(d) contain a statement that the person orcompany being named


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(i) has read the simplifiedprospectus, and

(ii) has no reason to believe thatthere are any misrepresentationsin the information contained in itthat are

(A) derived from the report,valuation, statement oropinion, or

(B) within the knowledge of theperson or company as aresult of the servicesperformed by the person orcompany in connection withthe report, financialstatements, valuation,statement or opinion.

(3) In addition to any other requirement of thissection, the consent of an auditor oraccountant must also state

(a) the dates of the financial statementson which the report of the auditor oraccountant is made; and

(b) that the auditor or accountant has noreason to believe that there are anymisrepresentations in the informationcontained in the simplified prospectusthat are

(i) derived from the financialstatements on which the auditoror accountant has reported, or

(ii) within the knowledge of theauditor or accountant as a resultof the audit of the financialstatements.

(4) Subsection (1) does not apply to adesignated rating organization or its DROaffiliate that issues a rating to the securitiesbeing distributed under the simplifiedprospectus.

2.7 Language of Documents

(1) A mutual fund must file a simplifiedprospectus and any other documentrequired to be filed under this Instrument inFrench or in English.

(2) In Québec, a simplified prospectus and anydocument required to be incorporated byreference into a simplified prospectus mustbe in French or in French and English.

(3) Despite subsection (1), if a mutual fund filesa document only in French or only inEnglish but delivers to a securityholder orprospective securityholder a version of thedocument in the other language, the mutualfund must file that other version not laterthan when it is first delivered to thesecurityholder or prospective securityholder.

2.8 Statement of Rights - Except in Ontario, asimplified prospectus must contain a statement ofthe rights given to a purchaser under securitieslegislation in case of a failure to deliver thesimplified prospectus or in case of amisrepresentation in the simplified prospectus.

[Note: In Ontario, section 60 of the Securities Act(Ontario) imposes a similar requirement for the inclusionof a statement of rights in a prospectus.]

PART 3 – DOCUMENTS INCORPORATED BYREFERENCE AND DELIVERY TOSECURITYHOLDERS

3.1 Documents Incorporated by Reference - Thefollowing documents must, by means of astatement to that effect, be incorporated byreference into, and form part of, a simplifiedprospectus:

1. The annual information form that is filedconcurrently with the simplified prospectus.

1.1 The most recently filed fund factsdocument for each class or series ofsecurities of the mutual fund, filedeither concurrently with or after thedate of the simplified prospectus.

1.2 If the mutual fund has not yet filedcomparative annual financialstatements of the mutual fund, themost recently filed interim financialreport of the mutual fund that werefiled before or after the date of thesimplified prospectus.

1.3 If the mutual fund has not yet filedinterim financial report or comparativeannual financial statements of themutual fund, the audited statement offinancial position that was filed withthe simplified prospectus.

1.4 If the mutual fund has not yet filed anannual management report of fundperformance of the mutual fund, themost recently filed interimmanagement report of fundperformance of the mutual fund thatwas filed before or after the date of thesimplified prospectus.

2. The most recently filed comparative annualfinancial statements of the mutual fund,together with the accompanying report ofthe auditor, filed either before or after thedate of the simplified prospectus.

3. The most recently filed interim financialreport of the mutual fund that were filedbefore or after the date of the simplifiedprospectus and that pertain to a period afterthe period to which the annual financialstatements then incorporated by referencein the simplified prospectus pertain.


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4. The most recently filed annual managementreport of fund performance of the mutualfund that was filed before or after the dateof the simplified prospectus.

5. The most recently filed interim managementreport of fund performance of the mutualfund that was filed before or after the dateof the simplified prospectus and thatpertains to a period after the period to whichthe annual management report of fundperformance then incorporated by referencein the simplified prospectus pertains.

3.1.1 Audit of Financial Statements – Any financialstatements, other than interim financial reports,incorporated by reference in a simplifiedprospectus must meet the audit requirements inPart 2 of National Instrument 81-106 InvestmentFund Continuous Disclosure.

3.1.2 Review of Unaudited Financial Statements –Any unaudited financial statements incorporated byreference in a simplified prospectus at the date offiling of the simplified prospectus must have beenreviewed in accordance with the relevant standardsset out in the Handbook for a review of financialstatements by the mutual fund’s auditor or a reviewof financial statements by a public accountant.

3.1.3 Approval of Financial Statements and RelatedDocuments – A mutual fund must not file asimplified prospectus unless each financialstatement and each management report of fundperformance incorporated by reference in thesimplified prospectus has been approved inaccordance with the requirements in Part 2 andPart 4 of National Instrument 81-106 InvestmentFund Continuous Disclosure.

3.2 Delivery of Preliminary Simplified Prospectusand Simplified Prospectus

(1) The requirement under securities legislationto deliver or send a preliminary prospectusof a mutual fund to a person or company issatisfied by delivering or sending apreliminary simplified prospectus for themutual fund filed under this Instrument,prepared in accordance withForm 81-101F1, either with or without thedocuments incorporated by reference.

Editor’s Note: Subsections 3.2(2) to (2.3) will berepealed on May 30, 2016.

(2) If a prospectus is required under securitieslegislation to be delivered or sent to aperson or company, the fund factsdocument most recently filed under thisInstrument for the applicable class or seriesof securities must be delivered or sent tothe person or company at the same timeand in the same manner as otherwiserequired for the prospectus.

(2.1) The requirement under securities legislationto deliver or send a prospectus does not

apply if a fund facts document is deliveredor sent under subsection (2).

(2.2) In Nova Scotia, a fund facts document is adisclosure document prescribed undersubsection 76(1A) of the Securities Act(Nova Scotia).

(2.3) In Ontario, a fund facts document is adisclosure document prescribed undersubsection 71(1.1) of the Securities Act(Ontario).

(3) Except in Ontario, any dealer distributing asecurity during the waiting period must

(a) send a copy of the preliminarysimplified prospectus to eachprospective purchaser who indicatesan interest in purchasing the securityand requests a copy of suchpreliminary simplified prospectus; and

(b) maintain a record of the names andaddresses of all persons andcompanies to whom the preliminarysimplified prospectus has beenforwarded.

[Note: In Ontario, sections 66 and 67 of the SecuritiesAct (Ontario) impose similar requirements regarding thedistribution of a preliminary prospectus and maintaining adistribution list.]

Editor’s Note: Sections 3.2.01 to 3.2.05 will take effect onMay 30, 2016.

3.2.01 Pre-Sale Delivery of Fund Facts Document

(1) If securities legislation requires a dealer todeliver or send a prospectus in connectionwith a purchase of a security of a mutualfund, the dealer must, unless the dealer haspreviously done so, deliver to the purchaserthe fund facts document most recently filedunder this Instrument for the applicableclass or series of securities of the mutualfund before the dealer accepts aninstruction from the purchaser for thepurchase of the security.

(2) In Nova Scotia, a fund facts document is adisclosure document prescribed undersubsection 76(1A) of the Securities Act(Nova Scotia).

(3) In Ontario, a fund facts document is adisclosure document prescribed undersubsection 71(1.1) of the Securities Act(Ontario).

(4) The requirement under securities legislationto deliver or send a prospectus inconnection with a purchase of a security ofa mutual fund does not apply if

(a) a fund facts document for theapplicable class or series ofsecurities of the mutual fund is


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(i) delivered to the purchaserbefore the dealer acceptsan instruction from thepurchaser for the purchaseof the security, or

(ii) delivered or sent to thepurchaser in accordancewith section 3.2.02 or 3.2.04and the conditions set out inthe applicable section aresatisfied, or

(b) section 3.2.03 applies and theconditions set out in that section aresatisfied.

3.2.02 Exception to Pre-Sale Delivery of Fund FactsDocument

Despite subsection 3.2.01(1), a dealer may deliver orsend to the purchaser the most recently filed fund factsdocument for the applicable class or series of securitiesof the mutual fund not later than midnight on the secondbusiness day after entering into the purchase of asecurity of the mutual fund, if all of the following apply:

(a) the purchaser instructs the dealerthat the purchase must be completedimmediately or by a specified time;

(b) it is not reasonably practicable for thedealer to deliver the fund factsdocument before the time specifiedby the purchaser under paragraph(a);

(c) before the instruction from thepurchaser for the purchase of asecurity of the mutual fund isaccepted,

(i) the dealer informs thepurchaser of the existenceand purpose of the fundfacts document andexplains the dealer’sobligation to deliver the fundfacts document,

(ii) the purchaser consents tothe dealer delivering orsending the fund factsdocument after entering intothe purchase, and

(iii) the dealer verbally disclosesto the purchaser a summaryof all of the following:

(A) the fundamentalfeatures of themutual fund, andwhat it primarilyinvests in, as set outunder the heading“What does the fundinvest in?” in Item 3

of Part I of the fundfacts document;

(B) the investment risklevel of the mutualfund as set out underthe heading “Howrisky is it?” in Item 4of Part I of the fundfacts document;

(C) the suitability of themutual fund forparticular investorsas set out under theheading “Who is thisfund for?” in Item 7 ofPart I of the fundfacts document;

(D) any costs associatedwith buying, owningand selling a securityof the mutual fund asset out under theheading “How muchdoes it cost?” in ItemI of Part II of the fundfacts document;

(E) any applicablewithdrawal rights orrescission rights thatthe purchaser isentitled to undersecurities legislation,as set out under theheading “What if Ichange my mind?” inItem 2 of Part II ofthe fund factsdocument.

(2) For the purposes of subparagraph (1)(c)(ii),the consent must be given in respect of aspecific instruction to purchase a security ofa mutual fund and, for greater certainty,cannot be in the form of blanket consentfrom the purchaser.

3.2.03 Delivery of Fund Facts for SubsequentPurchases Under a Pre-authorizedPurchase Plan

(1) Despite subsection 3.2.01(1), a dealer is notrequired to deliver the fund facts documentto a purchaser in connection with apurchase of a security of a mutual fundmade pursuant to a pre-authorizedpurchase plan if all of the following apply:

(a) the purchase is not the first purchaseunder the plan;

(b) the dealer has provided a notice tothe purchaser that states,

(i) subject to paragraph (c), thepurchaser will not receive a


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fund facts document afterthe date of the notice,unless the purchaserspecifically requests it,

(ii) the purchaser is entitled toreceive upon request, at nocost to the purchaser, themost recently filed fundfacts document by calling aspecified toll-free number,or by sending a request bymail or e-mail to a specifiedaddress or e-mail address,

(iii) how to access the fundfacts documentelectronically,

(iv) the purchaser will not havea right of withdrawal undersecurities legislation forsubsequent purchases of asecurity of a mutual fundunder the plan, but willcontinue to have a right ofaction if there is amisrepresentation in theprospectus or anydocument incorporated byreference into theprospectus, and

(v) the purchaser mayterminate the plan at anytime;

(c) at least annually during the term ofthe plan, the dealer notifies thepurchaser in writing of how thepurchaser can request the mostrecently filed fund facts document;and

(d) the dealer delivers or sends the mostrecently filed fund facts document tothe purchaser if the purchaserrequests it.

3.2.04 Delivery of Fund Facts for ManagedAccounts and Permitted Clients

(1) Despite subsection 3.2.01(1), a dealer maydeliver or send to the purchaser of asecurity of a mutual fund the most recentlyfiled fund facts document for the applicableclass or series of securities of the mutualfund not later than midnight on the secondbusiness day after entering into thepurchase of a security of the mutual fund if

(a) the purchase is made in a managedaccount, or

(b) the purchaser is a permitted clientthat is not an individual.

3.2.05 Electronic Delivery of the Fund FactsDocument

(1) If the purchaser of a security of a mutualfund consents, a fund facts document thatmay be or is required to be delivered or sentunder this Part may be delivered or sentelectronically.

(2) For the purposes of subsection (1), a fundfacts document may be delivered or sent tothe purchaser by means of an e-mail thatcontains

(a) the fund facts document as anattachment, or

(b) a hyperlink that leads directly to thefund facts document.

3.2.1 Fund Facts Document – Purchaser’s Right ofWithdrawal

Editor’s Note: Subsection 3.2.1(1) will be amendedby replacing “subsection 3.2(2)” with “sections3.2.01, 3.2.02 or 3.2.04” on May 30, 2016.

(1) A purchaser has a right of withdrawal inrespect of a fund facts document that wasdelivered or sent under subsection 3.2(2),as the purchaser would otherwise havewhen a prospectus is required to bedelivered or sent under securities legislationand, for that purpose, a fund factsdocument is a prescribed document underthe statutory right of withdrawal.

(2) In Nova Scotia, instead of subsection (1),subsection 76(2) of the Securities Act (NovaScotia) applies.

(3) In Ontario, instead of subsection (1),subsection 71(2) of the Securities Act(Ontario) applies.

(4) In Québec, instead of subsection (1),section 30 of the Securities Act (Québec)applies.

3.2.2 Fund Facts Document – Purchaser’s Right ofAction for Failure to Deliver or Send

Editor’s Note: Subsection 3.2.2(1) will be amendedby replacing “subsection 3.2(2)” with “sections3.2.01, 3.2.02 or 3.2.04” on May 30, 2016.

(1) A purchaser has a right of action if a fundfacts document is not delivered or sent asrequired by subsection 3.2(2), as thepurchaser would otherwise have when aprospectus is not delivered or sent asrequired under securities legislation and, forthat purpose, a fund facts document is aprescribed document under the statutoryright of action.

(2) In Nova Scotia, instead of subsection (1),subsection 141(1) of the Securities Act(Nova Scotia) applies.


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(3) In Ontario, instead of subsection (1),section 133 of the Securities Act (Ontario)applies.

(4) In Québec, instead of subsection (1),section 214 of the Securities Act (Québec)applies.

3.3 Documents to be Delivered or Sent uponRequest

(1) A mutual fund must deliver or send to anyperson or company that requests thesimplified prospectus of the mutual fund orany of the documents incorporated byreference into the simplified prospectus, acopy of the simplified prospectus orrequested document.

(2) A mutual fund must deliver or send, to anyperson or company that requests the annualinformation form of the mutual fund, thecurrent simplified prospectus of the mutualfund with the annual information form,unless the mutual fund has previouslydelivered or sent that simplified prospectusto that person or company.

(3) A mutual fund must deliver or send alldocuments requested under thissection within three business days of receiptof the request and free of charge.

3.4 Toll-Free Telephone Number or CollectTelephone Calls - A mutual fund must have atoll-free telephone number for, or accept collecttelephone calls from, persons or companies thatwant to receive a copy of the simplified prospectusof the mutual fund and any or all documentsincorporated by reference into the simplifiedprospectus.

3.5 Soliciting Expressions of InterestProhibited - Neither a multiple SP that includesboth a pro forma simplified prospectus and apreliminary simplified prospectus nor a multiple AIFthat includes both a pro forma annual informationform and a preliminary annual information formmay be used to solicit expressions of interest.

PART 4 – PLAIN LANGUAGE AND PRESENTATION

4.1 Plain Language and Presentation

(1) A simplified prospectus, annual informationform and fund facts document must beprepared using plain language and be in aformat that assists in readability andcomprehension.

(2) A simplified prospectus

(a) must present all information briefly andconcisely;

(b) must present the items listed in thePart A section of Form 81-101F1 andthe items listed in the Part B section ofForm 81-101F1 in the order stipulatedin those parts;

(c) may, unless the Part B section isbeing bound separately from thePart A section as permitted bysubsection 5.3(1), place the Part Bsection of the simplified prospectus inany location in the simplifiedprospectus;

(d) must use the headings andsub-headings stipulated inForm 81-101F1, and may usesub-headings in items for which nosub-headings are stipulated;

(e) must contain only educational materialor the information that is specificallymandated or permitted byForm 81-101F1; and

(f) must not incorporate by reference intothe simplified prospectus, from anyother document, information that isrequired to be included in a simplifiedprospectus.

(3) A fund facts document must

(a) be prepared for each class and eachseries of securities of a mutual fund inaccordance with Form 81-101F3;

(b) present the items listed in the Part Isection of Form 81-101F3 and theitems listed in the Part II section ofForm 81-101F3 in the order stipulatedin those parts;

(c) use the headings and sub-headingsstipulated in Form 81-101F3;

(d) contain only the information that isspecifically required or permitted to bein Form 81-101F3;

(e) not incorporate any information byreference; and

(f) not exceed four pages in length.

4.2 Preparation in the Required Form - Despiteprovisions in securities legislation relating to thepresentation of the content of a prospectus, asimplified prospectus, an annual information formand a fund facts document must be prepared inaccordance with this Instrument.

PART 5 – PACKAGING

5.1 Combinations of Documents

(1) A simplified prospectus must not beconsolidated with one or more othersimplified prospectuses to form a multipleSP unless the Part A sections of eachsimplified prospectus are substantiallysimilar.

(2) A multiple SP must be prepared inaccordance with the applicablerequirements of Form 81-101F1.


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(3) [Repealed.]

5.2 Combinations of Fund Facts Documentsfor Delivery Purposes

Editor’s Note: Section 5.2 will be replaced with thefollowing on May 30, 2016:

(1) If a fund facts document for a particular classor series of securities of a mutual fund isdelivered under subsection 3.2.01(1), thefund facts document must not be combinedwith any other materials or documents.

(2) Despite subsection (1), a fund factsdocument may be combined with one ormore other fund facts documents if thecombination of documents is not soextensive as to cause a reasonable personto conclude that the combination ofdocuments prevents the information frombeing presented in a simple, accessible andcomparable format.

(3) Despite subsection (2), if multiple fund factsdocuments are being delivered electronicallyat the same time, those fund factsdocuments cannot be combined into a singlee-mail attachment or a single documentaccessible through a hyperlink.

(4) A fund facts document delivered or sentunder section 3.2.02, 3.2.03, or 3.2.04 mustnot be combined with any other materials ordocuments including, for greater certainty,another fund facts document, except one ormore of the following:

(a) a general front cover pertaining to thepackage of attached or boundmaterials and documents;

(b) a trade confirmation which disclosesthe purchase of securities of themutual fund;

(c) a fund facts document of anothermutual fund if that fund factsdocument is also being delivered orsent under section 3.2.02, 3.2.03, or3.2.04;

(d) the simplified prospectus or themultiple SP of the mutual fund;

(e) any material or documentincorporated by reference into thesimplified prospectus or the multipleSP of the mutual fund;

(f) an account application document;

(g) a registered tax plan application orrelated document.

(5) If a trade confirmation referred to inparagraph (4)(b) is combined with a fundfacts document, any other disclosuredocuments required to be delivered or sentto satisfy a regulatory requirement for

purchases listed in the trade confirmationmay be combined with the fund factsdocument.

(6) If a fund facts document is combined withany of the materials or documents referred toin subsection (4), a table of contentsspecifying all documents must be combinedwith the fund facts document, unless the onlyother documents combined with the fundfacts document are the general front coverpermitted under paragraph (4)(a) or the tradeconfirmation permitted under paragraph(4)(b).

(7) If one or more fund facts documents arecombined with any of the materials ordocuments referred to in subsection (4), onlythe general front cover permitted underparagraph (4)(a), the table of contentsrequired under subsection (6) and the tradeconfirmation permitted under paragraph(4)(b) may be placed in front of the fund factsdocuments.

(1) A fund facts document delivered or sentunder section 3.2 must not be attached to orbound with any other materials ordocuments, except that it may be attached toor bound with one or more of the following:1.

A general front cover pertaining to thepackage of attached or bound materials anddocuments.

2. A trade confirmation which disclosesthe purchase of securities of themutual fund.

3. A fund facts document of anothermutual fund if that fund factsdocument is being delivered or sentunder section 3.2.

4. A simplified prospectus or a multipleSP of the mutual fund.

5. Any document incorporated byreference into the simplifiedprospectus or the multiple SP.

6. Account application documents.

7. Registered tax plan applications anddocuments.

(2) If a trade confirmation referred to insubsection (1) is attached to or bound with afund facts document, any other disclosuredocument required to be delivered or sent tosatisfy a regulatory requirement forpurchases listed in the trade confirmationmay be attached to or bound with the fundfacts document.

(3) If a fund facts document is attached to orbound with any of the materials ordocuments referred to in subsection (1), atable of contents specifying all documentsmust be attached to or bound with the fund


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facts document, except when the only otherdocuments attached to or bound with thefund facts document are the general frontcover or the trade confirmation.

(4) If one or more fund facts documents areattached to or bound with any of thematerials or documents referred to insubsection (1), only the general front cover,the table of contents and the tradeconfirmation may be placed in front of thosefund facts documents.

5.3 Separate Binding of Part B Sections of aMultiple SP

(1) The Part B sections of a multiple SP may be boundseparately from the Part A section of thatdocument.

(2) If a Part B section of a multiple SP is boundseparately from the Part A section of the multipleSP

(a) all of the Part B sections of themultiple SP must be bound separatelyfrom the Part A section; and

(b) all or some of the Part B sections maybe bound together with each other orseparately.

5.4 Annual Information Forms

(1) An annual information form must beconsolidated with one or more other annualinformation forms into a multiple AIF if therelated simplified prospectuses areconsolidated into a multiple SP.

(2) A multiple AIF must be prepared inaccordance with the applicablerequirements of Form 81-101F2.

5.5 Combinations of Fund Facts Documents forFiling Purposes

Editor’s Note: Section 5.5 will be replaced with thefollowing on May 30, 2016:

For the purposes of section 2.1, a fund factsdocument may be combined with another fundfacts document of a mutual fund in a simplifiedprospectus or, if a multiple SP, another fund factsdocument of a mutual fund combined in themultiple SP.

For the purposes of section 2.1, a fund factsdocument may be attached to or bound withanother fund facts document of a mutual fund in asimplified prospectus or, if a multiple SP, anotherfund facts document of a mutual fund combined inthe multiple SP.

PART 5.1 – CERTIFICATES

5.1.1 Interpretation – For the purposes of this Part,

“manager certificate form” means a certificate inthe form set out in Item 20 of Form 81-101F2 andattached to the annual information form,

“mutual fund certificate form” means a certificate inthe form set out in Item 19 of Form 81-101F2 andattached to the annual information form,

“principal distributor certificate form” means acertificate in the form set out in Item 22 ofForm 81-101F2 and attached to the annualinformation form, and

“promoter certificate form” means a certificate inthe form set out in Item 21 of Form 81-101F2 andattached to the annual information form.

5.1.2 Date of Certificates – The date of the certificatesrequired by this Instrument must be within 3business days before the filing of the preliminarysimplified prospectus, the simplified prospectus,the amendment to the simplified prospectus, theamendment to the annual information form or theamendment to the fund facts document, asapplicable.

5.1.3 Certificate of the Mutual Fund

(1) Except in Ontario, a simplified prospectus ofa mutual fund must be certified by themutual fund.

[Note: In Ontario, section 58 of the Securities Act(Ontario) imposes a similar requirement that a prospectuscontain a certificate of the issuer.]

(2) A mutual fund must certify its simplifiedprospectus in the form of the mutual fundcertificate form.

5.1.4 Certificate of Principal Distributor – A simplifiedprospectus of a mutual fund must be certified byeach principal distributor in the form of the principaldistributor certificate form.

5.1.5 Certificate of the Manager – A simplifiedprospectus of a mutual fund must be certified bythe manager of the mutual fund in the form of themanager certificate form.

5.1.6 Certificate of Promoter

(1) Except in Ontario, a simplified prospectus ofa mutual fund must be certified by eachpromoter of the mutual fund.

[Note: In Ontario, subsection 58(1) of the Securities Act(Ontario) imposes a similar requirement that a prospectuscontain a certificate signed by each promoter of theissuer.]

(2) A prospectus certificate required under thisInstrument or other securities legislation tobe signed by a promoter must be in theform of the promoter certificate form.

(3) Except in Ontario, the regulator may requireany person or company who was apromoter of the mutual fund within the twopreceding years to sign a certificate in thepromoter certificate form.

[Note: In Ontario, subsection 58(6) of the Securities Act(Ontario) provides the Director with similar discretion torequire a person or company who was a promoter of the


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issuer within the two preceding years to sign aprospectus certificate, subject to such conditions as theDirector considers proper.]

(4) Despite subsection (3), in British Columbia,the powers of the regulator with respect tothe matters described in subsection (3) areset out in the Securities Act (BritishColumbia).

(5) Except in Ontario, with the consent of theregulator, a certificate of a promoter for asimplified prospectus may be signed by anagent duly authorized in writing by theperson or company required to sign thecertificate.

[Note: In Ontario, subsection 58(7) of the Securities Act(Ontario) provides the Director with similar discretion topermit the certificate to be signed by an agent of apromoter.]

5.1.7 Certificates of Corporate Mutual Funds

(1) Except in Ontario, if the mutual fund is acompany, the certificate of the mutual fundrequired under section 5.1.3 must be signed

(a) by the chief executive officer and thechief financial officer of the mutualfund; and

(b) on behalf of the board of directors ofthe mutual fund, by

(i) any two directors of the mutualfund, other than the personsreferred to in paragraph (a)above, or

(ii) if the mutual fund has only threedirectors, two of whom are thepersons referred to in paragraph(a) above, all the directors of themutual fund.

(2) Except in Ontario, if the regulator is satisfiedthat either or both of the chief executiveofficer or chief financial officer cannot sign acertificate in a simplified prospectus, theregulator may accept a certificate signed byanother officer.

[Note: In Ontario, section 58 of the Securities Act(Ontario) imposes similar requirements regarding whomust sign the issuer certificate.]

PART 6 – EXEMPTIONS

6.1 Grant of Exemption

(1) The regulator or the securities regulatoryauthority may grant an exemption from theprovisions of this Instrument, in whole or inpart, subject to such conditions orrestrictions as may be imposed in theexemption.

(2) Despite subsection (1), in Ontario, only theregulator may grant such an exemption.

(3) Except in Ontario, an exemption referred toin subsection (1) is granted under thestatute referred to in Appendix B of NationalInstrument 14-101 Definitions opposite thename of the local jurisdiction.

6.2 Evidence of exemption

(1) Subject to subsection (2) and withoutlimiting the manner in which an exemptionmay be evidenced, the granting under thisPart of an exemption from any form orcontent requirements relating to a simplifiedprospectus, annual information form or fundfacts document, may be evidenced by theissuance of a receipt for a simplifiedprospectus and annual information form, oran amendment to a simplified prospectus orannual information form.

(2) The issuance of a receipt for a simplifiedprospectus and annual information form oran amendment to a simplified prospectus orannual information form is not evidence thatthe exemption has been granted unless

(a) the person or company that sought theexemption sent to the regulator orsecurities regulatory authority a letteror memorandum describing thematters relating to the exemption andindicating why consideration should begiven to the granting of the exemption:

(i) on or before the date of the filingof the preliminary or pro formasimplified prospectus and annualinformation form;

(ii) at least 10 days before theissuance of the receipt in the caseof an amendment to a simplifiedprospectus or annual informationform; or

(iii) after the date of the filing of thepreliminary or pro forma simplifiedprospectus and annualinformation form and received awritten acknowledgement fromthe regulator or securitiesregulatory authority that theexemption may be evidenced inthe manner set out insubsection (1); and

(b) the regulator or securities regulatoryauthority has not before, orconcurrently with, the issuance of thereceipt sent notice to the person orcompany that sought the exemption,that the exemption sought may not beevidenced in the manner set out insubsection (1).


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PART 7 – EFFECTIVE DATE

7.1 Effective Date - This Instrument comes into forceon February 1, 2000.

Editor’s Note: The following is taken from sections 9 and10 in Annex C to Implementation of the Final Stage ofPoint of Sale Disclosure for Mutual Funds: Pre-SaleDelivery of Fund Facts published by the CanadianSecurities Administrators on December 11, 2014.

9. Expiration of exemptions and waivers – Anyexemption from or waiver of a provision of NationalInstrument 81-101 Mutual Fund ProspectusDisclosure in relation to the prospectus or fundfacts document delivery requirements for mutualfunds expires on May 30, 2016.

10. Transition for pre-authorized purchase plans

(1) For the purposes of section 3.2.03 ofNational Instrument 81-101 Mutual FundProspectus Disclosure, the first purchase ofa security of a mutual fund made pursuantto a pre-authorized purchase plan on orafter May 30, 2016, is considered to be thefirst purchase transaction under the plan.

(2) Subsection (1) does not apply to a pre-authorized purchase plan established priorto May 30, 2016, if a notice in a formsubstantially similar to the noticecontemplated under paragraph 3.2.03(c)was delivered or sent to the purchaserbetween May 30, 2015 and May 30, 2016.

Form 81-101F1

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FORM 81-101F1CONTENTS OF SIMPLIFIED PROSPECTUS

TABLE OF CONTENTS

PART TITLE

GENERAL INSTRUCTIONSGeneralContents of a Simplified ProspectusConsolidation of Simplified Prospectus into aMultiple SPMulti-Class Mutual Funds

PART A GENERAL DISCLOSURE

Item 1: Front Cover Disclosure1.1 For a Single SP1.2 For a Multiple SP in which

the Part A section and thePart B sections are boundtogether

1.3 For a Multiple SP in whichthe Part A section is boundseparately from the Part Bsections

Item 2: Table of Contents2.1 For a Single SP2.2 For a Multiple SP in which



Item 3: Introductory Disclosure3.1 For a Single SP3.2 For a Multiple SP

Item 4: General Investment RisksItem 5: Organization and Management

Details for a Multiple SPItem 6: Purchases, Switches and

RedemptionsItem 7: Optional Services Provided by the

Mutual Fund OrganizationItem 8: Fees and Expenses

8.1 General Disclosure8.2 Illustrations of Different

Purchase OptionsItem 9: Dealer Compensation

9.1 General9.2 Dealer Compensation from

Management FeesItem 10: Income Tax Considerations for

InvestorsItem 11: Statement of RightsItem 12: Additional InformationItem 13: Part B IntroductionItem 14: Back Cover

PART B FUND SPECIFIC INFORMATION

Item 1: GeneralItem 2: Introductory

2.1 For a Single SP2.2 For a Multiple SP in which



Item 3: General InformationItem 4: Organization and Management

DetailsItem 5: Fund DetailsItem 6: Fundamental Investment ObjectivesItem 7: Investment StrategiesItem 8: RepealedItem 9: RisksItem 9.1: Investment Risk Classification

MethodologyItem 10: SuitabilityItem 11: RepealedItem 12: Distribution PolicyItem 13: Financial Highlights

13.1 Repealed13.2 Illustration of Fund Expenses

Indirectly Borne by InvestorsItem 14: Additional Information

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Form 81-101F1 – Part B

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FORM 81-101F1CONTENTS OF SIMPLIFIED PROSPECTUS

GENERAL INSTRUCTIONS

General

(1) This Form describes the disclosurerequired in a simplified prospectus of amutual fund. Each Item of thisForm outlines disclosure requirements.Instructions to help you provide thisdisclosure are printed in italic type.

(2) Terms defined in NationalInstrument 81-101 Mutual FundProspectus Disclosure, NationalInstrument 81-102 Investment Funds orNational Instrument 81-105 Mutual FundSales Practices and used in thisForm have the meanings that they have inthose national instruments.

(3) A simplified prospectus shall state therequired information concisely and in plainlanguage. Reference should be made toPart 3 of Companion Policy 81-101CP fora discussion concerning plain languageand presentation.

(4) Respond as simply and directly as isreasonably possible and include only asmuch information as is necessary for anunderstanding of the fundamental andparticular characteristics of the mutualfund. Brevity is especially important indescribing practices or aspects of a mutualfund’s operations that do not differmaterially from those of other mutualfunds.

(5) National Instrument 81-101 requires thesimplified prospectus to be presented in aformat that assists in readability andcomprehension. This Form does notmandate the use of a specific format toachieve these goals. However, mutualfunds are encouraged to use, asappropriate, tables, captions, bullet pointsor other organizational techniques thatassist in presenting the required disclosureclearly and concisely.

(6) Each Item shall be presented under theheading or sub-heading stipulated in thisForm; references to the relevantItem number are optional. If nosub-heading for an Item is stipulated in thisForm, a mutual fund may includesub-headings, under the requiredheadings, at its option.

(7) A simplified prospectus may containphotographs and artwork only if they arerelevant to the business of the mutual

fund, mutual fund family or members of theorganization of the mutual fund and are notmisleading.

(8) Any footnotes to tables provided for underany Item in this Form may be deleted if thesubstance of the footnotes is otherwiseprovided.

Contents of a Simplified Prospectus

(9) A simplified prospectus shall pertain to onemutual fund, and shall consist of twosections, a Part A section and a Part Bsection.

(10) The Part A section of a simplifiedprospectus contains the response to theItems in Part A of this Form and containsintroductory information about the mutualfund, general information about mutualfunds and information applicable to themutual funds managed by the mutual fundorganization.

(11) The Part B section of a simplifiedprospectus contains the response to theItems in Part B of this Form and containsspecific information about the mutual fundto which the simplified prospectus pertains.

(12) Despite securities legislation, a simplifiedprospectus shall present each Item in thePart A section and each Item in the Part Bsection in the respective order provided forin this Form. However, the Part Bsection of the simplified prospectus maybe placed in any location in the simplifiedprospectus. For a single SP, this meansthat the Part B section may be placedbefore the Part A section, somewhere inthe middle of the Part A section or after thePart A section, except for the covers.

(13) Subsection 5.1(3) of National Instrument81-101 permits certain documents to beattached to, or bound with, a simplifiedprospectus. Those documents consist ofthe documents incorporated by referenceinto the simplified prospectus, educationalmaterial, account application documents,registered tax plan applications anddocuments and any point of saledisclosure documents required bysecurities legislation. No other documentsmay be attached to, or bound with, asimplified prospectus.

Consolidation of Simplified Prospectuses into aMultiple SP

(14) Subsection 5.1(1) of NationalInstrument 81-101 states that simplifiedprospectuses shall not be consolidated toform a multiple SP unless the Part Asections of each simplified prospectus aresubstantially similar. The Part A


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sections in a consolidated document neednot be repeated. These provisions permita mutual fund organization to create adocument that contains the disclosure for anumber of mutual funds in the samefamily.

(15) As with a single SP, a multiple SP willconsist of two Parts:

1. A Part A section that containsgeneral information about the mutualfunds, or the mutual fund family,described in the document.

2. A number of Part B sections,each of which will provide specificinformation about one mutual fund. ThePart B sections shall not beconsolidated with each other so that, ina multiple SP, information about each ofthe mutual funds described in thedocument shall be provided on a fundby fund or catalogue basis and shall setout for each mutual fund separately theinformation required by Part B of thisForm. Each Part B section shall start ona new page.

(16) For a multiple SP in which the Part A andPart B sections are bound together, thePart B sections may be placed at anylocation in the document; that is, beforethe Part A section, somewhere in themiddle of the Part A section or after thePart A section, except for the back cover.If the Part B sections are bound with thePart A section, the Part B sections shall bekept together in the document.

(17) Section 5.3 of National Instrument 81-101permits the Part B sections of a multipleSP to be bound separately from the Part Asection of the document. If one Part Bsection is bound separately from thePart A section of the document, all Part Bsections must be separate from the Part Asection of the document.

(18) Subsection 5.3(2) of NationalInstrument 81-101 permits Part Bsections that have been bound separatelyfrom the related Part A section to either bebound individually or together, at theoption of the mutual fund organization.There is no prohibition against the samePart B section of a multiple SP beingbound by itself for distribution to someinvestors, and also being bound with thePart B section of other mutual funds fordistribution to other investors.

(19) Section 3.2 of National Instrument 81-101provides that the requirement undersecurities legislation to deliver aprospectus for a mutual fund will be

satisfied by the delivery of a simplifiedprospectus, either with or without thedocuments incorporated by reference.Mutual fund organizations that bindseparately the Part B sections of a multipleSP from the Part A section are remindedthat, since a simplified prospectus consistsof a Part A section and a Part B section,delivery of both sections is necessary inorder to satisfy the delivery obligations inconnection with the sale of securities of aparticular mutual fund.

(20) In Items 1 through 4 of Part A of this Form,specific instructions are provided for asingle SP and a multiple SP and in somecases for a multiple SP for which thePart A section is either bound with, orseparate from, the Part B sections of thedocument. The remainder of Part A of thisForm generally refers to disclosurerequired for “a mutual fund” in a “simplifiedprospectus”. This disclosure should bemodified as appropriate to reflect multiplemutual funds covered by a multiple SP.

Multi-Class Mutual Funds

(21) A mutual fund that has more than oneclass or series that are referable to thesame portfolio may treat each class orseries as a separate mutual fund forpurposes of this Form, or may combinedisclosure of one or more of the classes orseries in one simplified prospectus. Ifdisclosure pertaining to more than oneclass or series is combined in onesimplified prospectus, separate disclosurein response to each Item in this Form mustbe provided for each class or series unlessthe responses would be identical for eachclass or series.

(22) As provided in National Instrument 81-102,a section, part, class or series of a class ofsecurities of a mutual fund that is referableto a separate portfolio of assets isconsidered to be a separate mutual fund.Those principles are applicable to NationalInstrument 81-101 and this Form.

PART A – GENERAL DISCLOSURE

Item 1 - Front Cover Disclosure

1.1 For a Single SP

(1) Indicate on the front cover whether thedocument is a preliminary simplifiedprospectus, a pro forma simplifiedprospectus or a simplified prospectus.

(2) Indicate on the front cover the name of themutual fund to which the simplifiedprospectus pertains. If the mutual fund hasmore than one class or series of securities,indicate the name of each of those classes


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or series covered in the simplifiedprospectus.

(3) Despite securities legislation, state on thefront cover of a preliminary simplifiedprospectus the following:

“A copy of this Simplified Prospectus hasbeen filed with [the securities authority(ies)in each of/certain of the provinces/provincesand territories of Canada] but the SimplifiedProspectus has not yet become final for thepurpose of a distribution. Informationcontained in this Simplified Prospectus maynot be complete and may have to beamended. The [units/shares] described inthis Simplified Prospectus may not be soldto you until a receipt for the SimplifiedProspectus is obtained by the mutual fundfrom the securities regulatory[authority(ies)].”

(4) If a commercial copy of the preliminarysimplified prospectus is prepared, print thelegend referred to in subsection (3) in redink.

(5) For a preliminary simplified prospectus orsimplified prospectus, indicate the date ofthe document, which shall be the date of thecertificates contained in the related annualinformation form. This date shall be withinthree business days of the date thedocument is filed with the securitiesregulatory authority. Write the date in full,writing the name of the month in words. Apro forma simplified prospectus need not bedated, but may reflect the anticipated dateof the simplified prospectus.

(6) State, in substantially the following words:

“No securities regulatory authority hasexpressed an opinion about these[units/shares] and it is an offence to claimotherwise.”

INSTRUCTION

Complete the bracketed information in subsection (3)above by

(a) inserting the name of each jurisdiction ofCanada in which the mutual fund intends tooffer securities under the prospectus;

(b) stating that the filing has been made in eachof the provinces of Canada or each of theprovinces and territories of Canada; or

(c) identifying the filing jurisdictions of Canadaby exception (i.e. every province of Canadaor every province and territory of Canada,except [excluded jurisdictions]).

1.2 For a Multiple SP in which the Part Asection and the Part B sections are boundtogether

(1) Indicate on the front cover whether thedocument is a preliminary simplifiedprospectus, a pro forma simplifiedprospectus or a simplified prospectus foreach of the mutual funds to which thedocument pertains.

(2) Indicate on the front cover the names of themutual funds and, at the option of themutual funds, the name of the mutual fundfamily, to which the document pertains. Ifthe mutual fund has more than one class orseries of securities, indicate the name ofeach of those classes or series covered inthe simplified prospectus.

(3) Despite securities legislation, state on thefront cover of a document that contains apreliminary simplified prospectus thefollowing:

“A copy of this document has been filed with[the securities authority(ies) in eachof/certain of the provinces/provinces andterritories of Canada] but has not yetbecome final for the purpose of adistribution. Information contained in thisdocument may not be complete and mayhave to be amended. The [units/shares]described in this document may not be soldto you until receipts for this document areobtained by the mutual fund from thesecurities regulatory [authority(ies)].”

(4) If a commercial copy of the document thatcontains a preliminary simplified prospectusis prepared, print the legend referred to insubsection (3) in red ink.

(5) If the document contains a preliminarysimplified prospectus or a simplifiedprospectus, indicate the date of thedocument, which shall be the date of thecertificates contained in the related multipleAIF. This date shall be within threebusiness days of the date the document isfiled with the securities regulatory authority.Write the date in full, writing the name of themonth in words. A document that is a proforma multiple SP need not be dated, butmay reflect the anticipated date of themultiple SP.




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INSTRUCTION


(a) inserting the name of each jurisdiction ofCanada in which the mutual fund intendsto offer securities under the prospectus;

(b) stating that the filing has been made ineach of the provinces of Canada or eachof the provinces and territories of Canada;or

(c) identifying the filing jurisdictions of Canadaby exception (i.e. every province ofCanada or every province and territory ofCanada, except [excluded jurisdictions]).

1.3 For a Multiple SP in which the Part A section isbound separately from the Part B sections

(1) Comply with Item 1.2.

(2) State prominently, in substantially thefollowing words:

“A complete simplified prospectus for themutual funds listed on this page consists ofthis document and an additional disclosuredocument that provides specific informationabout the mutual funds in which you areinvesting. This document provides generalinformation applicable to all of the [name ofmutual fund family] funds. You must beprovided with the additional disclosuredocument.”

Item 2 - Table of Contents

2.1 For a Single SP

(1) Despite securities legislation, at the optionof the mutual fund, include a table ofcontents.

(2) If a table of contents is included, begin it ona new page, which may be the inside frontcover of the document.


(1) Include a table of contents.

(2) Include in the table of contents, under theheading “Fund Specific Information”, a list ofall of the mutual funds to which thedocument pertains, with the numbers of thepages where information about each mutualfund can be found.

(3) Begin the table of contents on a new page,which may be the inside front cover of thedocument.


(1) Include a table of contents for the Part Asection of the multiple SP.

(2) Begin the table of contents on a new page,which may be the inside front cover of thedocument.

(3) Include, immediately following the table ofcontents and on the same page, a list of themutual funds to which the multiple SPpertains and details on how the Part Bdisclosure for each mutual fund will beprovided.

Item 3 - Introductory Disclosure

3.1 For a Single SP

Provide, either on a new page or immediatelyunder the table of contents, under the heading“Introduction”, the following statement insubstantially the following words:

This Simplified Prospectus containsselected important information to help youmake an informed investment decision andto help you understand your rights.

This Simplified Prospectus containsinformation about the Fund and the risks ofinvesting in mutual funds generally, as wellas the names of the firms responsible forthe management of the Fund.

Additional information about the Fund isavailable in the following documents:

the Annual Information Form;

the most recently filed Fund Facts;

the most recently filed annualfinancial statements;

any interim financial report filedafter those annual financialstatements;

the most recently filed annualmanagement report of fundperformance;

any interim management report offund performance filed after thatannual management report of fundperformance.

These documents are incorporated byreference into this Simplified Prospectus,which means that they legally form part ofthis document just as if they were printed asa part of this document. You can get a copyof these documents, at your request, and atno cost, by calling [toll-free/collect] [insertthe toll-free telephone number or telephonenumber where collect calls are accepted, as


- 26 -

required by section 3.4 of the Instrument],or from your dealer.

[If applicable] These documents areavailable on the [mutualfund’s/mutual fund family’s] Internetsite at [insert mutual fund’s Internetsite address], or by contacting the[mutual fund/mutual fund family] at[insert mutual fund’s/mutual fundfamily’s e-mail address].

These documents and otherinformation about the Fund areavailable on the Internet atwww.sedar.com.

3.2 For a Multiple SP

Provide, either on a new page or immediatelyunder the table of contents, under the heading“Introduction” the following statement insubstantially the following words:

This document contains selected importantinformation to help you make an informedinvestment decision and to help youunderstand your rights as an investor.

This document is divided into two parts.The first part, [from pages • through •],contains general information applicable toall of the [name of fund family] Funds. Thesecond part, [from pages • through •] [whichis separately bound], contains specificinformation about each of the Fundsdescribed in this document.

Additional information about each Fund isavailable in the following documents:

the Annual Information Form;

the most recently filed Fund Facts;

the most recently filed annualfinancial statements;

any interim financial report filedafter those annual financialstatements;

the most recently filed annualmanagement report of fundperformance;

any interim management report offund performance filed after thatannual management report of fundperformance.

These documents are incorporated by referenceinto this document, which means that they legallyform part of this document just as if they wereprinted as a part of this document. You can get acopy of these documents, at your request, and atno cost, by calling [toll-free/collect] [insert thetoll-free telephone number or telephone number

where collect calls are accepted, as required bysection 3.4 of the Instrument], or from your dealer.

[If applicable] These documents areavailable on the [mutual funds’/mutual fundfamily’s] Internet site at [insert mutualfunds’/mutual fund family’s Internet siteaddress], or by contacting the [mutualfunds/mutual fund family] at [insert e-mailaddress].

These documents and other informationabout the Funds are available atwww.sedar.com.

Item 4 - General Investment Risks

(1) Disclose under the heading “What is aMutual Fund and What are the Risks ofInvesting in a Mutual Fund?”

(a) a brief general description of thenature of a mutual fund; and

(b) the risk factors or other investmentconsiderations that an investor shouldtake into account that are associatedwith investing in mutual fundsgenerally.

(2) For a multiple SP, at the option of themutual fund, disclose the risk factors andinvestment considerations that areapplicable to more than one of those mutualfunds.

(3) At a minimum, in response to therequirements of subsection (1), includedisclosure in substantially the followingwords:

Mutual funds own different types ofinvestments, depending upon theirinvestment objectives. The value ofthese investments will change fromday to day, reflecting changes ininterest rates, economic conditions,and market and company news. Asa result, the value of a mutualfund’s [units/shares] may go up anddown, and the value of yourinvestment in a mutual fund may bemore or less when you redeem itthan when you purchased it.

[If applicable], The full amount ofyour investment in any [name ofmutual fund family] mutual fund isnot guaranteed.

Unlike bank accounts or GICs,mutual fund [units/shares] are notcovered by the Canada DepositInsurance Corporation or any othergovernment deposit insurer.

(4) State that, under exceptionalcircumstances, a mutual fund may suspend

http://www.sedar.com/

http://www.sedar.com/


- 27 -

redemptions. Provide a reference to thedisclosure provided in response to Item 6(2)of Part A of this Form.

INSTRUCTIONS:

(1) Examples of the risks that may bedisclosed under subsection (2) are stockmarket risk, interest rate risk, foreignsecurity risk, foreign currency risk,specialization risk and risk associated withthe use of derivatives. If this riskdisclosure is provided under thissubsection, the fund specific disclosureabout each mutual fund described in thedocument should contain a reference tothe appropriate parts of this risk disclosure.

(2) In providing disclosure undersubsection (1), follow the instructionsunder Item 9 of Part B of this Form, asappropriate.

Item 5 - Organization and Management Details for aMultiple SP

(1) Provide, under the heading “Organizationand Management of the [name of mutualfund family]”, information about themanager, trustee, portfolio adviser, principaldistributor, custodian, registrar, auditor andsecurities lending agent of the mutual fundsto which the document relates in the form ofa diagram or table.

(2) For each entity listed in the diagram ortable, briefly describe the services providedby that entity and the relationship of thatentity to the manager.

(3) For each entity listed in the diagram ortable, other than the manager of the mutualfunds, provide the municipality and theprovince or country where it principallyprovides its services to the mutual funds.Provide the complete municipal address forthe manager of the mutual funds.

(3.1) Under a separate sub-heading“Independent Review Committee” in thediagram or table, briefly describe theindependent review committee of themutual funds, including

an appropriate summary of itsmandate,

its composition, that it prepares atleast annually a report of itsactivities for securityholders whichis available on the [mutualfund’s/mutual fund family’s] Internetsite at [insert mutual fund’s Internetsite address], or at thesecurityholders request at no cost,by contacting the [mutualfund/mutual fund family] at [insert

mutual fund’s/mutual fund family’se-mail address], and

that additional information about theindependent review committee,including the names of themembers, is available in the mutualfund’s Annual Information Form.

(4) At the option of the mutual fund, provide,under a separate sub-heading, details of themanager of the mutual fund, including thehistory and background of the manager andany overall investment strategy or approachused by the manager in connection with themutual funds for which it acts as manager.

(4.1) If a mutual fund holds, in accordance withsection 2.5 of National Instrument 81-102Investment Funds, securities of anothermutual fund that is managed by the samemanager or an affiliate or associate of themanager, disclose

(a) that the securities of the other mutualfund held by the mutual fund will notbe voted; and

(b) if applicable, that the manager mayarrange for the securities of the othermutual fund to be voted by thebeneficial holders of the securities ofthe mutual fund.

(5) Despite subsection (1), if the informationrequired by subsection (1) is not the samefor substantially all of the mutual fundsdescribed in the document, provide in thediagram or table contemplated bysubsection (1) only that information that isthe same for substantially all of the mutualfunds and provide the remaining disclosurerequired by that subsection in the diagramor table required by Item 4(1) of Part B ofthis Form.

(6) Despite subsection (3.1), if the informationrequired by subsection (3.1) is not the samefor substantially all of the mutual fundsdescribed in the document, provide onlythat information that is the same forsubstantially all of the mutual funds andprovide the remaining disclosure requiredby that subsection under Item 4(3.1) ofPart B of this Form.

INSTRUCTIONS:

(1) The information required to be disclosed inthis Item shall be presented prominently,using enough space so that it is easy toread.

(2) The descriptions of the services provided bythe listed entities should be brief. Forinstance, the manager may be described as“manages the overall business andoperations of the funds”, a portfolio adviser


- 28 -

may be described as “provides investmentadvice to the manager about the investmentportfolio of the funds” or “manages theinvestment portfolio of the funds”, and a“principal distributor” may be described as“markets the securities of the funds andsells securities [through brokers anddealers] [or its own sales force]”.

(3) The information about the independentreview committee should be brief. Forinstance, its mandate may in part bedescribed as “reviewing, and providinginput on, the manager’s written policiesand procedures which deal with conflict ofinterest matters for the manager andreviewing such conflict of interest matters.”A cross-reference to the annualinformation form for additional informationon the independent review committee andfund governance should be included.

Item 6 - Purchases, Switches and Redemptions

(1) Briefly describe, under the heading“Purchases, Switches and Redemptions”,how an investor can purchase and redeemthe securities of the mutual fund or switchthem for securities of other mutual funds,how often the mutual fund is valued, andstate that the issue and redemption price ofthose securities is based on the mutualfund’s net asset value of a security of thatclass, or series of a class, next determinedafter the receipt by the mutual fund of thepurchase order or redemption order.

(2) State that, under extraordinarycircumstances, the rights of investors toredeem securities may be suspended bythe mutual fund, and describe thecircumstances when the suspension ofredemption rights could occur.

(3) For a new mutual fund that is being sold ona best efforts basis, state whether the issueprice will be fixed during the initialdistribution period, and state when themutual fund will begin issuing andredeeming securities based on the netasset value per security of the mutual fund.

(4) Describe all available purchase options andstate, if applicable, that the choice ofdifferent purchase options requires theinvestor to pay different fees and expensesand, if applicable, that the choice of differentpurchase options affects the amount ofcompensation paid by a member of theorganization of the mutual fund to a dealer.Include cross references to the disclosureprovided under Items 8 and 9 of Part A ofthis Form.

(5) Under the sub-heading “Short-term Trading”

(a) describe the adverse effects, if any,that short-term trades in securities ofthe mutual fund by an investor mayhave on other investors in the mutualfund;

(b) describe the restrictions, if any, thatmay be imposed by the mutual fund todeter short-term trades, including thecircumstances, if any, under whichsuch restrictions may not apply;

(c) where the mutual fund does notimpose restrictions on short-termtrades, state the specific basis for theview of the manager that it isappropriate for the mutual fund not todo so; and

(d) if applicable, state that the annualinformation form includes a descriptionof all arrangements, whether formal orinformal, with any person or company,to permit short-term trades ofsecurities of the mutual fund.

INSTRUCTION:

In the disclosure required by subsection (5), includea brief description of the short-term trading activitiesin the mutual fund that are considered by themanager to be inappropriate or excessive. Wherethe manager imposes a short-term trading fee,include a cross-reference to the disclosure providedunder Item 8 of Part A of this Form.

Item 7 - Optional Services Provided by the MutualFund Organization

If applicable, under the heading “OptionalServices”, describe the optional services that maybe obtained by typical investors from the mutualfund organization.

INSTRUCTION:

Disclosure in this Item should include, for example,any asset allocation services, registered tax plans,foreign content monitoring plans, regular investmentand withdrawal plans, U.S. dollar purchase plans,periodic purchase plans, contractual plans, periodicwithdrawal plans or switch privileges.

Item 8 - Fees and Expenses

8.1 General Disclosure

(1) Set out information about the fees andexpenses payable by the mutual fund andby investors in the mutual fund under theheading “Fees and Expenses”.

(1.1) If the mutual fund holds securities of othermutual funds, disclose that with respect tosecurities of another mutual fund

(a) there are fees and expenses payableby the other mutual fund in addition to


- 29 -

the fees and expenses payable by themutual fund;

(b) no management fees or incentive feesare payable by the mutual fund that, toa reasonable person, would duplicatea fee payable by the other mutual fundfor the same service;

(c) no sales fees or redemption fees arepayable by the mutual fund in relationto its purchases or redemptions of thesecurities of the other mutual fund ifthe other mutual fund is managed bythe manager or an affiliate orassociate of the manager of themutual fund; and

(d) no sales fees or redemption fees arepayable by the mutual fund in relationto its purchases or redemptions ofsecurities of the other mutual fundthat, to a reasonable person, wouldduplicate a fee payable by an investorin the mutual fund.

(2) The information required by this Item shallfirst be a summary of the fees, charges andexpenses of the mutual fund and investorspresented in the form of the following table,appropriately completed, and introducedusing substantially the following words:

“This table lists the fees and expenses thatyou may have to pay if you invest in the[insert the name of the mutual fund]. Youmay have to pay some of these fees andexpenses directly. The Fund may have topay some of these fees and expenses,which will therefore reduce the value of yourinvestment in the Fund.”

(3) Include the fees for any optional servicesprovided by the mutual fund organization,as described by Item 7 of Part A of thisForm, in the table.

(3.1) Under “Operating Expenses” in the table,include a description of the fees andexpenses payable in connection with theindependent review committee.

(4) If management fees are payable directly byinvestors, add a line item in the table todisclose the maximum percentage thatcould be paid by investors.

(5) If the manager permits negotiation of amanagement fee rebate, provide disclosureof these arrangements. If thesearrangements are not available for eachmutual fund described in the document,make this disclosure in the description offees and expenses required for each fundby Item 5 of Part B of this Form and includea cross reference to that information in thetable required by this Item.

(6) Despite subsection (3.1), if the informationrequired by subsection (3.1) is not the samefor each mutual fund described in thedocument, make this disclosure in thedescription of fees and expenses requiredfor each fund by Item 5 of Part B of thisForm and include a cross reference to thatinformation in the table required by thisItem.

Fees and Expenses Payable by the Fund

Management Fees [See Instruction (1)][disclosure re management feerebate program]

Operating Expenses [See Instructions (2) and (3)] Fund[s]pay[s] all operating expenses,including …………….

Fees and Expenses Payable Directly by You

Sales Charges [specify percentage, as a percentageof …………..]

Switch Fees [specify percentage, as a percentageof …………, or specify amount]

Redemption Fees [specify percentage, as a percentageof ………., or specify amount]

Short-term Trading Fee [specify percentage, as a percentageof ……….]

Registered Tax Plan Fees[include this disclosure andspecify the type of fees if theregistered tax plan is sponsoredby the mutual fund and isdescribed in the simplifiedprospectus]

[specify amount]

Other Fees and Expenses[specify type]

[specify amount]

INSTRUCTIONS:

(1) If the table pertains to more than onemutual fund and not all of the mutual fundspay the same management fees, under“Management Fees” in the table, either

(a) state that the managementfees are unique to eachmutual fund, includemanagement fee disclosurefor each mutual fund as aseparate line item in the tablerequired by Item 5 of Part B ofthis Form for that mutual fund,and include a cross-referenceto that table; or

(b) list the amount of themanagement fee, includingany performance or incentivefee, for each mutual fundseparately.

(2) If the table pertains to more than onemutual fund and not all of the mutual fundshave the same obligations to pay operatingexpenses, either

(a) state that the operatingexpenses payable by themutual funds are unique to


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each mutual fund, include thedescription of the operatingexpenses payable by eachmutual fund as a separate lineitem in the table required byItem 5 of Part B of thisForm for that mutual fund, andinclude a cross reference tothat table; or

(b) provide the disclosureconcerning the operatingexpenses for each mutualfund contemplated by thisItem separately.

(3) Under “Operating Expenses”, statewhether the mutual fund pays all of itsoperating expenses and list the maincomponents of those expenses. If themutual fund pays only certain operatingexpenses and is not responsible forpayment of all such expenses, adjust thestatement in the table to reflect the propercontractual responsibility of the mutualfund.

(4) Show all fees or expenses payable by themutual fund, even if it is expected that themanager of the mutual fund or othermember of the organization of the mutualfund will waive or absorb some or all ofthose fees and expenses.

(5) If the management fees of a mutual fundare payable directly by a securityholderand vary so that specific disclosure of theamount of the management fees cannot bedisclosed in the simplified prospectus ofthe mutual fund, or cannot be derived fromdisclosure in the simplified prospectus,provide as much disclosure as is possibleabout the management fees to be paid bysecurityholders, including the highestpossible rate or range of thosemanagement fees.

8.2 Illustrations of Different Purchase Options

(1) Under the sub-heading “Impact of SalesCharges” provide information, substantiallyin the form of the following table, concerningthe amount of fees payable by an investorunder the available purchase options andintroduced using substantially the followingwords:

“The following table shows the amount offees that you would have to pay under thedifferent purchase options available to you ifyou made an investment of $1,000 in theFund, if you held that investment for one,three, five or ten years and redeemedimmediately before the end of that period.”

At Time ofPurchase

1

Year

3

Years

5

Years

10

Years

Sales ChargeOption

$ — — — —

RedemptionCharge Option (1)

— $ $ $ $

No Load Option — — — — —

[Other purchaseoptions]

$ $ $ $ $

(1)Redemption charges may apply only if you redeem your [units/shares]

in a particular year. Redemption charges are shown under “Fees andExpenses” above.

(2) In preparing the table contemplated by thisItem, assume, in determining the fees paidunder the sales charge option, that

(a) the maximum sales commissiondisclosed in the simplified prospectusis paid by the investor; and

(b) if the mutual fund has a deferred salescharge option in which the amountpaid by an investor at the time of aredemption of securities is based uponthe net asset value of those securitiesat that time, an annual return offive percent since time of purchase,and disclose that assumption in afootnote to the table.

Item 9 - Dealer Compensation

9.1 General

Provide, under the heading “DealerCompensation”, the disclosure of sales practicesand equity interests required by sections 8.1 and8.2 of National Instrument 81-105.

INSTRUCTIONS:

(1) Briefly state the compensation paid and thesales practices followed by the membersof the organization of the mutual fund in aconcise and explicit manner, withoutexplaining the requirements andparameters for permitted compensationcontained in National Instrument 81-105.

(2) For example, if the manager of the mutualfund pays an up-front sales commission toparticipating dealers, so state and includethe range of commissions paid. If themanager permits participating dealers toretain the sales commissions paid byinvestors as compensation, so state andinclude the range of commissions that canbe retained. If the manager or anothermember of the mutual fund’s organizationpays trailing commissions, so state andprovide an explanation of the basis ofcalculation of these commissions and therange of the rates of such commissions. Ifthe mutual fund organization from time totime pays the permitted marketing


- 31 -

expenses of participating dealers on acooperative basis, so state. If the mutualfund organization from time to time holdseducational conferences that salesrepresentatives of participating dealersmay attend or from time to time payscertain of the expenses incurred byparticipating dealers in holding educationalconferences for sales representatives, sostate.

(3) If the members of the organization of themutual funds follow any other salespractices permitted by NationalInstrument 81-105, briefly describe thesesales practices.

(4) Include a brief summary of the equityinterests between the members of theorganization of the mutual fund andparticipating dealers and representativesas required by section 8.2 of NationalInstrument 81-105. This disclosure maybe provided by means of a diagram ortable.

9.2 Dealer Compensation from Management Fees

Disclose, under the heading “Dealer Compensationfrom Management Fees”, the approximatepercentage obtained from a fraction

(a) the numerator of which is the aggregateamount of cash paid to registered dealers inthe last completed financial year of themanager of the mutual fund, for paymentsmade

(i) by

(A) the manager of the mutual fund,or

(B) an affiliate of the manager,

(ii) in order to

(A) pay compensation to registereddealers in connection with thedistribution of securities of themutual fund or mutual funds thatare members of the same mutualfund family as the mutual fund, or

(B) pay for any marketing, fundpromotion or educational activityin connection with the mutual fundor mutual funds that are membersof the same mutual fund family asthe mutual fund; and

(b) the denominator of which is the aggregateamount of management fees received bythe managers of the mutual fund and allother mutual funds in the same mutual fundfamily as the mutual fund in the lastcompleted financial year of the manager.

INSTRUCTIONS:

(1) The disclosure presented under thisItem should be described as informationabout the approximate percentage ofmanagement fees paid by mutual funds inthe same family as the mutual fund thatwere used to fund commissions or otherpromotional activities of the mutual fundfamily in the most recently completedfinancial year of the manager of the mutualfund.

(2) The calculations made under thisItem should take into account the paymentof sales and trailing commissions and thecosts of participation in co-operativemarketing, fund promotion and educationalconferences.

(3) Amounts paid out by a mutual fundorganization as sales commissions shouldbe netted against amounts received fromdeferred sales charges.

Item 10 - Income Tax Considerations for Investors

(1) Briefly describe under the heading “IncomeTax Considerations for Investors” theincome tax consequences for investors ofincome and capital gains distributions madeby the mutual fund, as well as of the gainsor losses that occur on the disposition ofsecurities of the mutual fund by the investor.

(2) This description shall explain the differenttax treatment applicable to mutual fundsecurities held in a registered tax plan ascompared to mutual fund securities held innon-registered accounts.

(3) Describe the impact of the mutual fund’sdistribution policy on a taxable investor whoacquires securities of the mutual fund late ina calendar year.

(4) If material, describe the potential impact ofthe mutual fund’s anticipated portfolioturnover rate on a taxable investor.

(5) Describe how the adjusted cost base of asecurity of a mutual fund can be calculatedby those investors holding outside aregistered tax plan.

INSTRUCTIONS:

(1) If management fees are paid directly byinvestors, describe generally the income taxconsequences to taxable investors of thisarrangement.

(2) Subsection (2) is particularly relevant forinvestors who hold their mutual fundinvestments through RRSPs, if they haveinvested in a mutual fund that requiresmanagement fees to be paid directly by theinvestors. Detailed disclosure of the tax


- 32 -

consequences of this arrangement on thoseinvestors should be made by such mutualfunds.

Item 11 - Statement of Rights

Provide a brief explanation, under the heading“What are your Legal Rights?”, of an investor’sstatutory rights of rescission and damages,including the right of action for misrepresentationscontained in the simplified prospectus and in anydocuments incorporated by reference into thesimplified prospectus, in substantially the followingwords:

Securities legislation in some provinces andterritories gives you the right to withdraw from anagreement to buy mutual funds within two businessdays of receiving the Simplified Prospectus or FundFacts, or to cancel your purchase within 48 hoursof receiving confirmation of your order.

Securities legislation in some provinces andterritories also allows you to cancel an agreementto buy mutual fund [units/shares] and get yourmoney back, or to make a claim for damages, if theSimplified Prospectus, Annual Information Form,Fund Facts or financial statements misrepresentany facts about the fund. These rights must usuallybe exercised within certain time limits.

For more information, refer to the securitieslegislation of your province or territory or consult alawyer.

Item 12 - Additional Information

(1) Provide any specific disclosure required orpermitted to be disclosed in a prospectusunder securities legislation or by an order orruling of the securities regulatory authoritypertaining to the mutual fund that is nototherwise required to be disclosed by thisForm.

(2) This Item does not apply to therequirements of securities legislation thatare form requirements for a prospectus.

INSTRUCTIONS:

(1) An example of a provision of securitieslegislation that may be relevant to thisItem is the requirement contained in theconflict of interest provisions of theCanadian securities legislation of a numberof jurisdictions to the effect that a mutualfund shall not make an investment inrespect of which a related person willreceive any fee or compensation except forfees paid pursuant to a contract disclosedin, among other things, a prospectus.Another example is the requirement ofsome jurisdictions that certain statementsbe included in a simplified prospectus of amutual fund with a non-Canadian manager.

(2) For a single SP, provide this disclosureeither under this Item or under Item 14 ofPart B of this Form, whichever is moreappropriate.

(3) For a multiple SP, this disclosure should beprovided under this Item if the disclosurepertains to all of the mutual funds describedin the document. If the disclosure does notpertain to all of those funds, the disclosureshould be provided in the fund-specificdisclosure required or permitted underItem 14 of Part B of this Form.

Item 13 - Part B Introduction

(1) For a multiple SP, at the option of themutual fund, include in a separatesection any explanatory information thatwould otherwise be repeated identically ineach Part B section of the document.

(2) Any information included in an introductorysection under subsection (1) may beomitted elsewhere in the Part B section ofthe document.

INSTRUCTIONS:

(1) This Item may be used to avoid the needfor repetition of standard information ineach Part B section of a multiple SP.

(2) Examples of the type of information thatmay be moved to an introductorysection from other parts of the Part Bsection are:

(a) definitions or explanations ofterms used in each Part Bsection, such as “portfolioturnover rate” and“management expense ratio”;and

(b) discussion or explanations ofthe tables or charts that arerequired in each Part Bsection of the document.

(3) A similar Item is contained in Item 3 ofPart B of this Form. A mutual fundorganization may include thissection either at the end of the Part Asection of the multiple SP or at thebeginning of the Part B section, at itsoption.

Item 14 - Back Cover

(1) State on the back cover the name of themutual fund or funds included in thedocument or the mutual fund family, as wellas the name, address and telephonenumber of the manager of the mutual fundor funds.


- 33 -


Additional information about theFund[s] is available in theFund[‘s/s’] Annual InformationForm, Fund Facts, managementreports of fund performance andfinancial statements. Thesedocuments are incorporated byreference into this SimplifiedProspectus, which means that theylegally form part of this documentjust as if they were printed as a partof this document.

You can get a copy of thesedocuments, at your request, and atno cost, by calling [toll-free/collect][insert the toll-free telephonenumber or telephone number wherecollect calls are accepted, asrequired by section 3.4 of theInstrument], or from your dealer orby e-mail at [insert e-mail address].

These documents and otherinformation about the Fund[s], suchas information circulars andmaterial contracts, are alsoavailable [on the [insert name ofmutual fund manager] internet siteat [insert fund’s Internet site] or] atwww.sedar.com.

(3) For a multiple SP in which the Part Asection is bound separately from the Part Bsections, state, in substantially the followingwords:

A complete simplified prospectus for themutual funds listed on this cover consists ofthis document and any additional disclosuredocument that provides specific informationabout the mutual funds in which you areinvesting. This document provides generalinformation applicable to all of the [name ofmutual fund family] funds. When yourequest a simplified prospectus, you mustbe provided with the additional disclosuredocument.

PART B – FUND-SPECIFIC INFORMATION

Item 1 - General

(1) For a multiple SP in which the Part Bsections are bound separately from thePart A section, include at the bottom ofeach page of a Part B section a footer insubstantially the following words and in atype size consistent with the rest of thedocument:

“This document provides specificinformation about [name of Fund]. It shouldbe read in conjunction with the rest of thesimplified prospectus of the [name of mutual

fund family] dated [insert date]. Thisdocument and the document that providesgeneral information about [name of mutualfund family] together constitute thesimplified prospectus.”

(2) If the Part B section is an amended andrestated document, add to the footerrequired by subsection (1) a statement thatthe document has been amended andrestated on [insert date].

Item 2 - Introductory

2.1 For a Single SP

Include at the top of the first page of the Part Bsection of the simplified prospectus, the heading“Specific Information about the [name of Fund]”.


Include

(a) at the top of the first page of the first Part Bsection in the document, the heading“Specific Information about Each of theMutual Funds Described in this Document”;and

(b) at the top of each page of a Part Bsection of the document, a headingconsisting of the name of the mutual funddescribed on that page.


Include at the top of each page of a Part Bsection of the document, a heading consisting ofthe name of the mutual fund described on thatpage.

Item 3 - General Information

(1) For a multiple SP, at the option of themutual fund, include in an introductorysection any explanatory information thatwould otherwise be repeated identically ineach Part B section of the document.

(2) Any information included in an introductorysection under subsection (1) may beomitted elsewhere in the Part B section ofthe document.

INSTRUCTIONS:

(1) See the Instruction to Item 13 of Part A ofthis Form.

(2) If the disclosure contemplated by thisItem is included in Part A of the multipleSP under Item 13 of Part A of this Form,include in the introduction section of eachPart B section of the multiple SP a crossreference to where this disclosure is


- 34 -

located in the Part A section of the multipleSP.

Item 4 - Organization and Management Details

(1) For a single SP, under the heading“Organization and Management of the[name of mutual fund]”, provide informationabout the manager, trustee, portfolioadviser, principal distributor, custodian,registrar, auditor and securities lendingagent of the mutual fund in the form of adiagram or table.

(2) For each entity listed in the diagram ortable, briefly describe the services providedby that entity and the relationship of thatentity to the manager.

(3) For each entity listed in the diagram ortable, other than the manager of the mutualfund, provide the municipality and theprovince or country where it principallyprovides its services to the mutual funds.Provide the complete municipal address forthe manager of the mutual fund.

(3.1) Under a separate sub-heading“Independent Review Committee” in thediagram or table, briefly describe theindependent review committee of themutual funds, including

an appropriate summary of itsmandate,

its composition,

that it prepares at least annually areport of its activities forsecurityholders which is availableon the [mutual fund’s/mutual fundfamily’s] Internet site at [insertmutual fund’s Internet site address],or at securityholders request at nocost, by contacting the [mutualfund/mutual fund family] at [insertmutual fund’s/mutual fund family’se-mail address], and

that additional information about theindependent review committee,including the names of themembers, is available in the mutualfund’s Annual Information Form.

(4) At the option of the mutual fund, includeunder a separate sub-heading, details of themanager of the mutual fund, including thehistory and background of the manager andany overall investment strategy or approachused by the manager in connection with itsmutual funds.

(4.1) If a mutual fund holds in accordance withsection 2.5 of National Instrument 81-102Investment Funds securities of anothermutual fund that is managed by the same

manager or an affiliate or associate of themanager, disclose

(a) that the securities of the other mutualfund held by the mutual fund shall notbe voted; and

(b) if applicable, that the manager mayarrange for the securities of the othermutual fund to be voted by thebeneficial holders of the securities ofthe mutual fund.

(5) Follow the requirements and instructions ofItem 5 of Part A of this Form in connectionwith the diagram or table.

Item 5 - Fund Details

Under the heading “Fund Details”, disclose, in atable

(a) the type of mutual fund that the mutual fundis best characterized as;

(b) the date on which the mutual fund wasstarted;

(c) the nature of the securities offered by thesimplified prospectus;

(d) whether the mutual fund is eligible as aninvestment for registered retirement savingsplans, registered retirement income funds ordeferred profit sharing plans;

(e) Repealed.

(f) if this information is not contained in thetable required by Item 8.1 of Part A of thisForm

(i) the amount of the management fee,including any performance or incentivefee, charged to the mutual fund; and

(ii) details concerning the operatingexpenses paid by the mutual fundcontemplated by Instruction (3) ofItem 8.1 of Part A of this Form; and

(iii) the amount of the fees and expensespayable in connection with theindependent review committee,charged to the mutual fund; and

(g) any information required by subsection (5)of Item 5 of Part A of this Form to becontained in Part B.

INSTRUCTIONS:

(1) In disclosing the date on which the mutualfund started, use the date on which thesecurities of the mutual fund first becameavailable to the public, which will be on, orabout, the date of the issuance of the firstreceipt for a prospectus of the mutual fund.For a mutual fund that formerly offered itssecurities privately, disclose this fact.


- 35 -

(2) If the mutual fund pays a fee that isdetermined by the performance of themutual fund, the disclosure required byparagraph 7.1(c) of NationalInstrument 81-102 to be described in asimplified prospectus of the mutual fundshould be included in a footnote to thedescription of the incentive fee in the table.

(3) Examples of types of mutual funds thatcould be listed in response toparagraph (a) are money market, equity,bond or balanced funds related, ifappropriate, to a geographical region, orany other description that accuratelyidentifies the type of mutual fund.

(4) If the rights attached to the securities beingoffered are materially limited or qualified bythose attached to any other class or seriesof securities of the mutual fund or ifanother class or series of securities of themutual fund ranks ahead of or equally withthe securities being offered, include, aspart of the disclosure provided in responseto paragraph (c), information regardingthose other securities that will enableinvestors to understand the rightsattaching to the securities being offered.

(5) In providing the disclosure contemplatedby paragraph (f), provide any disclosurerequired by, and follow, the Instructions toItem 8.1 of Part A of this Form.

Item 6 - Fundamental Investment Objectives

(1) Set out under the heading “What Does theFund Invest In?” and under the sub-heading“Investment Objectives” the fundamentalinvestment objectives of the mutual fund,including information that describes thefundamental nature of the mutual fund, orthe fundamental features of the mutualfund, that distinguish it from other mutualfunds.

(2) Describe the nature of any securityholder orother approval that may be required in orderto change the fundamental investmentobjectives of the mutual fund and any of thematerial investment strategies to be used toachieve those investment objectives.

(3) Describe any restrictions on investmentsadopted by the mutual funds, beyond whatis required under securities legislation, thatpertain to the fundamental nature of themutual fund.

(4) If the mutual fund purports to arrange aguarantee or insurance in order to protectall or some of the principal amount of aninvestment in the mutual fund, include thisfact as a fundamental investment objectiveof the mutual fund and

(a) identify the person or companyproviding the guarantee or insurance;

(b) provide the material terms of theguarantee or insurance, including thematurity date of the guarantee orinsurance;

(c) if applicable, state that the guaranteeor insurance does not apply to theamount of any redemptions before thematurity date of the guarantee orbefore the death of the securityholderand that redemptions before that datewould be based on the net asset valueof the mutual fund at the time; and

(d) modify any other disclosure requiredby this section appropriately.

(5) For an index mutual fund,

(a) disclose the name or names of thepermitted index or permitted indiceson which the investments of the indexmutual fund are based,

(b) briefly describe the nature of thatpermitted index or those permittedindices.

INSTRUCTIONS:

(1) State the type or types of securities, suchas money market instruments, bonds,equity securities or securities of anothermutual fund, in which the mutual fund willprimarily invest under normal marketconditions.

(2) If the mutual fund primarily invests, orintends to primarily invest, or if its nameimplies that it will primarily invest

(a) in a particular type of issuer, such asforeign issuers, small capitalizationissuers or issuers located in emergingmarket countries;

(b) in a particular geographic location orindustry segment; or

(c) in portfolio assets other thansecurities,

the mutual fund’s fundamental investmentobjectives should so indicate.

(3) If a particular investment strategy is anessential aspect of the mutual fund, asevidenced by the name of the mutual fundor the manner in which the mutual fund ismarketed, disclose this strategy as aninvestment objective. This instructionwould be applicable, for example, to amutual fund that described itself as an“asset allocation fund” or a “mutual fundthat invests primarily through the use ofderivatives”.


- 36 -

Item 7 - Investment Strategies

(1) Describe under the heading “What DoesThe Fund Invest In?” and under thesub-heading “Investment Strategies”

(a) the principal investment strategies thatthe mutual fund intends to use inachieving its investment objectives;and

(b) the process by which the mutualfund’s portfolio adviser selectssecurities for the fund’s portfolio,including any investment approach,philosophy, practices or techniquesused by the portfolio adviser or anyparticular style of portfoliomanagement that the portfolio adviserintends to follow.

(c) if the mutual fund may hold securitiesof other mutual funds,

(i) whether the mutual fund intendsto purchase securities of, or enterinto specified derivativetransactions for which theunderlying interest is based onthe securities of, other mutualfunds;

(ii) whether or not the other mutualfunds may be managed by themanager or an affiliate orassociate of the manager of themutual fund;

(iii) what percentage of the net assetvalue of the mutual fund isdedicated to the investment in thesecurities of, or the entering intoof specified derivativetransactions for which theunderlying interest is based onthe securities of, other mutualfunds; and

(iv) the process or criteria used toselect the other mutual funds.

(2) Indicate what types of securities, other thanthose held by the mutual fund inaccordance with its fundamental investmentobjectives, may form part of the mutualfund’s portfolio assets under normal marketconditions.

(3) If the mutual fund intends to use derivatives

(a) for hedging purposes only, state thatthe mutual fund may use derivativesfor hedging purposes only;

(b) for non-hedging purposes, or forhedging and non-hedging purposes,briefly describe

(i) how derivatives are or will beused in conjunction with othersecurities to achieve the mutualfund’s investment objectives,

(ii) the types of derivatives expectedto be used and give a briefdescription of the nature of eachtype, and

(iii) the limits of the mutual fund’s useof derivatives.

(4) State whether any, and if so whatproportion, of the assets of the mutual fundmay or will be invested in foreign securities.

(5) If the mutual fund is not a money marketfund, and intends to engage in active andfrequent trading of portfolio securities as aprincipal investment strategy to achieve itsinvestment objectives such that the portfolioturnover rate of the mutual fund is expectedto be more than 70 percent, describe

(a) the tax consequences tosecurityholders of an active portfolioturnover, and

(b) how the tax consequences of, ortrading costs associated with, themutual fund’s portfolio turnover mayaffect the mutual fund’s performance.

(6) If the mutual fund may depart temporarilyfrom its fundamental investment objectivesas a result of adverse market, economic,political or other considerations, discloseany temporary defensive tactics the mutualfund’s portfolio adviser may use or intendsto use in response to such conditions.

(7) Describe any restrictions on investmentsadopted by the mutual fund, beyond what isrequired under securities legislation, that donot pertain to the fundamental nature of themutual fund.

(8) If the mutual fund intends to enter intosecurities lending, repurchase or reverserepurchase transactions undersections 2.12, 2.13 or 2.14 of NationalInstrument 81-102

(a) state that the mutual fund may enterinto securities lending, repurchase orreverse repurchase transactions; and

(b) briefly describe

(i) how those transactions are or willbe entered into in conjunction withother strategies and investmentsof the mutual fund to achieve themutual fund’s investmentobjectives;

(ii) the types of those transactions tobe entered into and give a brief


- 37 -

description of the nature of eachtype, and

(iii) the limits of the mutual fund’sentering into of thosetransactions.


(a) for the 12 month period immediatelypreceding the date of the simplifiedprospectus,

(i) indicate whether one or moresecurities represented more than10 percent of the permitted indexor permitted indices;

(ii) identify that security or thosesecurities; and

(iii) disclose the maximum percentageof the permitted index orpermitted indices that the securityor securities represented in the 12month period; and

(b) disclose the maximum percentage ofthe permitted index or permittedindices that the security or securitiesreferred to in paragraph (a)represented at the most recent datefor which that information is available.

(10) If the mutual fund intends to sell securitiesshort under section 2.6.1 of NationalInstrument 81-102 Investment Funds,

(a) state that the mutual fund may sellsecurities short; and

(b) briefly describe

(i) the short selling process, and

(ii) how short sales of securities areor will be entered into inconjunction with other strategiesand investments of the mutualfund to achieve the mutual fund’sinvestment objectives.

INSTRUCTION:

A mutual fund may, in responding to this Item,provide a discussion of the general investmentapproach or philosophy followed by the portfolioadviser of the mutual fund.

Item 8 - Repealed

Item 9 - Risks

(1) Set out specific information concerning anymaterial risks associated with an investmentin the mutual fund, other than those riskspreviously discussed in response to Item 4of Part A of this Form, under the heading“What are the Risks of Investing in theFund?”.

(1.1) If securities of a mutual fund representingmore than 10% of the net asset value of themutual fund are held by a securityholder,including another mutual fund, the mutualfund must disclose

(a) the percentage of the net asset valueof the mutual fund that those securitiesrepresent as at a date within 30 daysof the date of the simplified prospectusof the mutual fund, and

(b) the risks associated with a possibleredemption requested by thesecurityholder.

(1.2) If the mutual fund may hold securities of aforeign mutual fund in accordance withsubsection 2.5(3)(b) of NationalInstrument 81-102 Investment Funds,disclose the risks associated with thatinvestment.

(2) For a money market fund, includedisclosure to the effect that although themutual fund intends to maintain a constantprice for its securities, there is no guaranteethat the price will not go up and down.

(3) Include specific cross references to therisks described in response toparagraph 1(b) of Item 4 of Part A of thisForm that are applicable to the mutual fund.

(4) If the mutual fund offers more than oneclass or series of securities, disclose therisks that the investment performance,expenses or liabilities of one class or seriesmay affect the value of the securities ofanother class or series, if applicable.

(5) For an index mutual fund, disclose that themutual fund may, in basing its investmentdecisions on one or more permitted indices,have more of its net asset value invested inone or more issuers than is usuallypermitted for mutual funds, and disclose therisks associated with that fact, including thepossible effect of that fact on the liquidityand diversification of the mutual fund, itsability to satisfy redemption requests and onthe volatility of the mutual fund.

(6) If, at any time during the 12 month periodimmediately preceding the date that is30 days before the date of the simplifiedprospectus, more than 10 percent of the netasset value of a mutual fund were investedin the securities of an issuer, other than agovernment security or a security issued bya clearing corporation, disclose

(a) the name of the issuer and thesecurities;

(b) the maximum percentage of the netasset value of the mutual fund that


- 38 -

securities of that issuer representedduring the 12 month period; and

(c) disclose the risks associated withthese matters, including the possibleor actual effect of that fact on theliquidity and diversification of themutual fund, its ability to satisfyredemption requests and on thevolatility of the mutual fund.

(7) As applicable, describe the risks associatedwith the mutual fund entering into

(a) derivative transactions for non-hedging purposes;

(b) securities lending, repurchase orreverse repurchase transactions; and

(c) short sales of securities.

INSTRUCTIONS:

(1) Consider the mutual fund’s portfolioinvestments as a whole.

(2) Provide the disclosure in the context of themutual fund’s fundamental investmentobjectives and investment strategies,outlining the risks associated with anyparticular aspect of those fundamentalinvestment objectives and investmentstrategies.

(3) Include a discussion of general market,political, market sector, liquidity, interestrate, foreign currency, diversification,credit, legal and operational risks, asappropriate.

(4) Include a brief discussion of generalinvestment risks, such as specificcompany developments, stock marketconditions, general economic and financialconditions in those countries where theinvestments of the mutual fund are listedfor trading, applicable to the particularmutual fund.

(5) Repealed.

(6) In responding to subsection (6) above, it isnecessary to disclose only that at a timeduring the 12 month period referred to,more than 10 percent of the net assets ofthe mutual fund were invested in thesecurities of an issuer. Other than themaximum percentage required to bedisclosed under paragraph (6)(b), themutual fund is not required to provideparticulars or a summary of any suchoccurrences.

Item 9.1 – Investment Risk ClassificationMethodology

(1) Briefly describe the methodology used bythe manager for the purpose of identifying

the investment risk level of the mutual fundas required by Item 5(2) in Part I of 81-101F3.

(2) State how frequently the investment risklevel of the mutual fund is reviewed.

(3) Disclose that the methodology that themanager uses to identify the investment risklevel of the mutual fund is available onrequest, at no cost, by calling [toll-free/collect call telephone number] or bywriting to [address].

INSTRUCTION:

Include a brief description of the formulas, methodsor criteria used by the manager of the mutual fund inidentifying the investment risk level of the mutualfund.

Item 10 - Suitability

Provide a brief statement of the suitability of themutual fund for particular investors under theheading “Who Should Invest in this Fund?”,describing either or both of the characteristics ofthe investor for whom the mutual fund may or maynot be an appropriate investment, and theportfolios for which the mutual fund is suited or forwhich the mutual fund should not be used.

INSTRUCTIONS:

(1) In responding to the disclosure required bythis Item, indicate the level of investor risktolerance that would be appropriate forinvestment in the mutual fund.

(1.1) Briefly describe how the manager hasdetermined the level of investor risktolerance that would be appropriate forinvestment in the mutual fund.

(2) If the mutual fund is particularly unsuitablefor certain types of investors or for certaintypes of investment portfolios, emphasizethis aspect of the mutual fund, and discloseboth the types of investors who should notinvest in the mutual fund, with regard toinvestments on both a short and long termbasis, and the types of portfolios that shouldnot invest in the mutual fund. Conversely, itmight be appropriate to discuss whether themutual fund is particularly suitable forparticular investment objectives.

Item 11 - Repealed

Item 12 - Distribution Policy

State under the heading “Distribution Policy”whether distributions are made by the mutual fundin cash or reinvested in securities of the mutualfund, and indicate when distributions are made.


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Item 13 - Financial Highlights

13.1 Repealed

13.2 Illustration of Fund Expenses Indirectly Borneby Investors

(1) Under the heading “Fund ExpensesIndirectly Borne by Investors”, provide anexample of the share of the expenses of themutual fund indirectly borne by investors,containing the information and based on theassumptions described in subsection (2).

(2) The information to be provided under thisItem shall be an investor’s cumulativeproportional share of the fees and expensespaid by the mutual fund, in dollars, over aperiod of one, three, five and 10 years,assuming

(a) an initial investment of $1,000;

(b) a total annual return of the mutual fundof five percent in each year, calculatedin accordance with section 15 ofNational Instrument 81-102;

(c) a management expense ratio of themutual fund the same throughout the10 year period as they were in the lastcompleted financial year of the mutualfund, excluding any performance feespaid in a year which would not havebeen paid had the mutual fund earneda total return of five percent in that lastcompleted financial year.

(3) Provide an introduction to the disclosurethat explains that the disclosure is intendedto help an investor compare the cost ofinvesting in the mutual fund with the cost ofinvesting in other mutual funds, shows theamount of fees and expenses paid by themutual fund that are indirectly borne by aninvestor, and describes the assumptionsused.

(4) The management expense ratio used incalculating the disclosure provided underthis Item must be the management expenseratio calculated in accordance with Part 15of National Instrument 81-106 InvestmentFund Continuous Disclosure.

(5) Provide a cross reference to the disclosureprovided under Item 8 of Part A of thisForm for information about fees andexpenses paid directly by the investor whichare not included in the calculation ofmanagement expense ratio.

Item 14 - Additional Information

(1) Provide any specific disclosure required orpermitted to be disclosed in a prospectusunder securities legislation or by an order orruling of the securities regulatory authority

pertaining to the mutual fund that is nototherwise required to be disclosed by thisForm.

(2) This Item does not apply to requirements ofsecurities legislation that are formrequirements for a prospectus.

INSTRUCTIONS:

(1) See Instruction (1) to Item 12 of Part A ofthis Form for examples of disclosure thatmight appropriately be made under theseItems.

(2) For a simplified prospectus that is not partof a multiple SP, provide this disclosureeither under this Item or under Item 12 ofPart A of this Form, whichever is moreappropriate.

(3) For a multiple SP, this disclosure should beprovided under this Item if the disclosuredoes not pertain to all of the mutual fundsdescribed in the document. If the disclosurepertains to all of those funds, the disclosureshould be provided in the fund specificdisclosure required or permitted underItem 12 of Part A of this Form.

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Form 81-101F2

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FORM 81-101F2CONTENTS OF ANNUAL INFORMATION FORM

TABLE OF CONTENTS


GeneralContents of an Annual Information FormConsolidation of Annual Information Forms intoa Multiple AIFMulti-Class Mutual Funds

Item 1: Front Cover Disclosure1.1 For a Single AIF1.2 For a Multiple AIF

Item 2: Table of ContentsItem 3: Name, Formation and History of the Mutual

FundItem 4: Investment RestrictionsItem 5: Description of Securities Offered by the Mutual

FundItem 6: Valuation of Portfolio SecuritiesItem 7: Calculation of Net Asset ValueItem 8: Purchases and SwitchesItem 9: Redemption of SecuritiesItem 10: Responsibility for Mutual Fund Operations

10.1 General10.2 Manager10.3 Portfolio Adviser10.4 Brokerage Arrangements10.5 Principal Distributor10.6 Directors, Executive Officers and

Trustees10.7 Custodian10.8 Auditor10.9 Registrar10.9.1Securities Lending Agent10.10 Other Service Providers

Item 11: Conflicts of Interest11.1 Principal Holders of Securities11.2 Affiliated Entities11.3 Dealer Manager Disclosure

Item 12: Fund GovernanceItem 13: Fees and Expenses

13.1 Management Fee Rebate or DistributionPrograms

Item 14: Income Tax ConsiderationsItem 15: Remuneration of Directors, Officers and

TrusteesItem 16: Material ContractsItem 17: Legal and Administrative ProceedingsItem 18: Other Material InformationItem 19: Certificate of the Mutual FundItem 20: Certificate of the Manager of the Mutual FundItem 21: Certificate of Each Promoter of the Mutual FundItem 22: Certificate of the Principal Distributor of the

Mutual FundItem 23: Exemptions and ApprovalsItem 24: Back Cover

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Form 81-101F2

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FORM 81-101F2CONTENTS OF ANNUAL INFORMATION FORM

GENERAL INSTRUCTIONS:

General

(1) This Form describes the disclosure that isrequired in an annual information form of amutual fund. Each Item of thisForm outlines disclosure requirements.Instructions to help you provide thisdisclosure are printed in italic type.

(2) Terms defined in NationalInstrument 81-101 Mutual Fund ProspectusDisclosure, National Instrument 81-102Investment Funds or NationalInstrument 81-105 Mutual Fund SalesPractices and used in this Form have themeanings that they have in those nationalinstruments. However, subsection 1.3(3) ofNational Instrument 81-102 does not applyto this Form.

(3) An annual information form is intended tosupplement the information contained in therelated simplified prospectus. Informationcontained in the related simplifiedprospectus need not be repeated except asrequired to make the annual informationform comprehensible as an independentdocument. Generally speaking, all of thedisclosure required to be provided inconnection with a particular requirement ofForm 81-101F1 (“the SP Form”) in order tosatisfy statutory disclosure requirementsshould be contained in the simplifiedprospectus. For some Items, it may beappropriate to expand in the annualinformation form on matters discussed inthe simplified prospectus; for instance, amutual fund organization may wish todescribe in an annual information formsome of its optional services in more detailthan in the simplified prospectus. Generallyspeaking, however, an annual informationform is intended to provide disclosure aboutdifferent matters than those discussed inthe simplified prospectus, which may be ofassistance or interest to some investors.

(4) Unless otherwise required by this Form,information may be presented in a differentformat and style in an annual informationform than in a simplified prospectus. Anannual information form is required byNational Instrument 81-101 to be presentedin a format that assists in readability andcomprehension. This Form generally doesnot mandate the use of a specific format toachieve this goal and mutual funds areencouraged to use, as appropriate, tables,captions, bullet points or other

organizational techniques that assist inpresenting the disclosure clearly.

(5) An annual information form may containphotographs and artwork only if they arerelevant to the business of the mutual fund,mutual fund family or members of theorganization of the mutual fund and are notmisleading.

(6) As with a simplified prospectus, an annualinformation form is to be prepared usingplain language. Reference should be madeto Part 3 of Companion Policy 81-101CP fora discussion concerning plain language andpresentation.

(7) Any footnotes provided for under anyItem of this Form may be deleted if thesubstance of the footnotes is otherwiseprovided.

Contents of an Annual Information Form

(8) An annual information form pertains to onemutual fund but, unlike a simplifiedprospectus, is not required to be dividedinto a discrete Part A section, pertaining togeneral disclosure, and a Part B section,pertaining to fund specific disclosure.

(9) It is not necessary to disclose the Itemsrequired by this Form in an annualinformation form in any particular order orunder any particular heading. This is unlikethe rule for a simplified prospectus, whichprovides that information contained in asimplified prospectus must be in the orderand under the headings required by the SPForm.

Consolidation of Annual Information Forms into aMultiple AIF

(10) Section 5.4 of National Instrument 81-101requires an annual information form to beconsolidated with one or more other annualinformation forms into a multiple AIF if therelated simplified prospectuses areconsolidated into a multiple SP. As theInstrument does not prevent theconsolidation of annual information formseven if the related simplified prospectusesare not consolidated, a mutual fundorganization may prepare one multiple AIFthat pertains to all of its mutual funds, evenif the simplified prospectuses for thosemutual funds are not fully or even partiallyconsolidated.

(11) Unlike the situation with a multiple SP,National Instrument 81-101 does not permitparts of a multiple AIF to be boundseparately.

(12) Unlike the requirements for a multiple SP, there areno requirements that disclosure concerning eachmutual fund described in a multiple AIF be

Form 81-101F2

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organized in any particular manner or order. Inparticular, it is not necessary to use the catalogueapproach required to be used in a multiple SP inwhich disclosure about individual mutual funds isrequired to be separately presented. Informationmay be presented separately for each mutual fund,or consolidated, at the option of the mutual fundorganization.

(13) The requirements in this Form generallyspeak of “a mutual fund”. Theserequirements apply to each mutual fund towhich a multiple AIF pertains.


(14) A mutual fund that has more than one classor series that are referable to the sameportfolio may treat each class or series as aseparate mutual fund for purposes of thisForm, or may combine disclosure of one ormore of the classes or series in one annualinformation form. If disclosure pertaining tomore than one class or series is combinedin one annual information form, separatedisclosure in response to each Item in thisForm must be provided for each class orseries unless the responses would beidentical for each class or series.

(15) As provided in National Instrument 81-102,a section, party, class or series of a class ofsecurities of a mutual fund that is referableto a separate portfolio of assets isconsidered to be a separate mutual fund.Those principles are applicable to NationalInstrument 81-101 and this Form.

Item 1 - Front Cover Disclosure

1.1 For a Single AIF

(1) Indicate on the front cover whether thedocument is a preliminary annual informationform, a pro forma annual information form oran annual information form.

(2) Indicate on the front cover the name of themutual fund to which the annual informationform pertains. If the mutual fund has morethan one class or series of securities,indicate the name of each of those classesor series covered in the annual informationform.

(3) Despite securities legislation, state on thefront cover of a preliminary annualinformation form the following:

“A copy of this annual information form hasbeen filed with [the securities authority(ies) ineach of/certain of the provinces/provincesand territories of Canada] but has not yetbecome final for the purpose of a distribution.Information contained in this annualinformation form may not be complete andmay have to be amended. The securitiesdescribed in this annual information form

may not be sold to you until a receipt for theannual information form is obtained by themutual fund from the securities regulatory[authority(ies)].”

(4) If a commercial copy of the preliminaryannual information form is prepared, print thelegend referred to in subsection (3) in redink.

(5) For a preliminary annual information form orannual information form, indicate the date ofthe document, which shall be the date of thecertificates for the document. This date shallbe within three business days of the date it isfiled with the securities regulatory authority.Write the date of the document in full, writingthe name of the month in words. A pro formaannual information form need not be dated,but may reflect the anticipated date of theannual information form.



INSTRUCTION





1.2 For a Multiple AIF

(1) Indicate on the front cover whether thedocument is a preliminary annual informationform, a pro forma annual information form oran annual information form for each of themutual funds to which the documentpertains.

(2) Indicate on the front cover the names of themutual funds and, at the option of the mutualfunds, the name of the mutual fund family towhich the document pertains. If the mutualfund has more than one class or series ofsecurities, indicate the name of each ofthose classes or series covered in thedocument.

(3) Despite securities legislation, state on thefront cover of a document that contains apreliminary annual information form thefollowing:

Form 81-101F2

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“A copy of this annual information form hasbeen filed with [the securities authority(ies) ineach of/certain of the provinces/provincesand territories of Canada] but has not yetbecome final for the purpose of a distribution.Information contained in this annualinformation form may not be complete andmay have to be amended. The securitiesdescribed in this annual information formmay not be sold to you until a receipt for theannual information form is obtained by themutual fund from the securities regulatory[authority(ies)].”

(4) If a commercial copy of a document thatcontains a preliminary annual informationform is prepared, print the legend referred toin subsection (3) in red ink.

(5) If the document contains a preliminaryannual information form or annualinformation form, indicate the date of thedocument, which shall be the date of thecertificates for the document. This date shallbe within three business days of the date it isfiled with the securities regulatory authority.Write the date of the document in full, writingthe name of the month in words. Adocument that is a pro forma multiple AIFneed not be dated, but may reflect theanticipated date of the multiple AIF.



INSTRUCTION





Item 2 - Table of Contents

Include a table of contents.

Item 3 - Name, Formation and History of the MutualFund

(1) State the full name of the mutual fund andthe address of its head or registered office.

(2) State the laws under which the mutual fundwas formed and the date and manner of itsformation.

(3) Identify the constating documents of themutual fund and, if material, state whetherthe constating documents have beenamended in the last 10 years and describethe amendments.

(4) If the mutual fund’s name has been changedin the last 10 years, state the mutual fund’sformer name or names and the date onwhich it was changed.

(5) Disclose, and provide details about, anymajor events affecting the mutual fund in thelast 10 years. Include information, ifapplicable, about

(a) the mutual fund having participated in,or been formed from, an amalgamationor merger with one or more othermutual funds;

(b) the mutual fund having participated inany reorganization or transfer of assetsin which the securityholders of anotherissuer became securityholders of themutual fund;

(c) any changes in fundamental investmentobjectives or material investmentstrategies;

(d) any changes in the portfolio adviser orchanges in, or of control of, themanager; and

(e) the mutual fund, before it filed aprospectus as a mutual fund, havingexisted as a closed end investmentfund, non-public mutual fund or otherentity.

Item 4 - Investment Restrictions

(1) Include a statement to the effect that themutual fund is subject to certain restrictionsand practices contained in securitieslegislation, including NationalInstrument 81-102, which are designed inpart to ensure that the investments of themutual fund are diversified and relativelyliquid and to ensure the properadministration of the mutual fund, and statethat the mutual fund is managed inaccordance with these restrictions andpractices.

(2) If the mutual fund has received the approvalof the securities regulatory authorities to varyany of the investment restrictions andpractices contained in securities legislation,including National Instrument 81-102,provide details of the permitted variations.

(2.1) If the mutual fund has relied on the approvalof the independent review committee and therelevant requirements of NI 81-107 to varyany of the investment restrictions andpractices contained in securities legislation,

Form 81-101F2

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including NI 81-102, provide details of thepermitted variations.

(2.2) If the mutual fund has relied on the approvalof the independent review committee toimplement a reorganization with, or transferof assets to, another mutual fund or toproceed with a change of auditor of themutual fund as permitted by NI 81-102,provide details.

(3) Describe the nature of any securityholder orother approval that may be required in orderto change the fundamental investmentobjectives and any of the material investmentstrategies to be used to achieve theinvestment objectives.

(4) State the restrictions on the investmentobjectives and strategies that arise out ofany of the following matters:

1. Whether the securities of the mutualfund are or will be a qualifiedinvestment within the meaning of theITA for retirement savings plans,retirement income funds, educationsavings plans, deferred profit sharingplans or other plans registered underthe ITA.

2. Whether the securities of the mutualfund are or will be recognized as aregistered investment within themeaning of the ITA.

3. Repealed.

(5) State whether the mutual fund has deviatedin the last year from the rules under the ITAthat apply to the status of its securities as

(a) qualified investments within themeaning of the ITA for retirementsavings plans, retirement income funds,education savings plans, deferred profitsharing plans or other plans registeredunder the ITA; or

(b) registered investments within themeaning of the ITA.

(c) Repealed.

(6) State the consequences of any deviationdescribed in response to subsection (5).

Item 5 - Description of Securities Offered by theMutual Fund

(1) State the description or the designation ofsecurities, or the series or classes ofsecurities, offered by the mutual fund underthe related simplified prospectus anddescribe the securities or all materialattributes and characteristics, including

(a) dividend or distribution rights;

(b) voting rights;

(c) liquidation or other rights upon thetermination of the mutual fund;

(d) conversion rights;

(e) redemption rights; and

(f) provisions as to amendment of any ofthese rights or provisions.

(2) Describe the rights of securityholders toapprove

(a) the matters set out in section 5.1 ofNational Instrument 81-102; and

(b) any matters provided for in theconstating documents of the mutualfund.

Item 6 - Valuation of Portfolio Securities

(1) Describe the methods used to value thevarious types or classes of portfolio assets ofthe mutual fund and its liabilities for thepurpose of calculating net asset value.

(1.1) If the valuation principles and practicesestablished by the manager differ fromCanadian GAAP, describe the differences.

(2) If the manager has discretion to deviate fromthe mutual fund’s valuation practicesdescribed in subsection (1), disclose whenand to what extent that discretion may beexercised and, if it has been exercised in thepast three years, provide an example of howit has been exercised or, if it has not beenexercised in the past three years, so state.

Item 7 - Calculation of Net Asset Value

(1) State that the issue and redemption price ofsecurities of the mutual fund is based on themutual fund’s net asset value nextdetermined after the receipt of a purchaseorder and a redemption order. Describe themethod followed or to be followed by themutual fund in determining the net assetvalue.

(2) State the frequency at which the net assetvalue is determined and the date and time ofday at which it is determined.

(2.1) Describe the manner in which the net assetvalue and net asset value per security of themutual fund will be made available to thepublic and state that the information will beavailable at no cost to the public.

(3) If a money market mutual fund intends tomaintain a constant net asset value persecurity, disclose this intention and disclosehow the mutual fund intends to maintain thisconstant net asset value.

Item 8 - Purchases and Switches

(1) Describe the procedure followed or to befollowed by investors who desire to purchase

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securities of the mutual fund or switch themfor securities of other mutual funds.

(2) State that the issue price of securities isbased on the net asset value of a security ofthat class, or series of a class, nextdetermined after the receipt by the mutualfund of the purchase order.

(3) Describe how the securities of the mutualfund are distributed. If sales are effectedthrough a principal distributor, give briefdetails of any arrangements with theprincipal distributor.

(4) Describe all available purchase options andstate, if applicable, that the choice ofdifferent purchase options requires theinvestor to pay different fees and expensesand, if applicable, that the choice of differentpurchase options affects the amount ofcompensation paid by a member of theorganization of the mutual fund to the dealer.

(5) Disclose that a dealer may make provision inarrangements that it has with an investor thatwill require the investor to compensate thedealer for any losses suffered by the dealerin connection with a failed settlement of apurchase of securities of the mutual fundcaused by the investor.

(6) For a mutual fund that is being sold on a bestefforts basis, state whether the issue pricewill be fixed during the initial distributionperiod, and state when the mutual fund willbegin issuing securities at the net assetvalue per security of the mutual fund.

Item 9 - Redemption of Securities

(1) Describe the procedures followed, or to befollowed, by an investor who desires toredeem securities of the mutual fund,specifying the procedures to be followed anddocuments to be delivered before aredemption order pertaining to securities ofthe mutual fund is accepted by the mutualfund for processing and before payment ofthe proceeds of redemption is made by themutual fund.

(2) State that the redemption price of thesecurities is based on the net asset value ofa security of that class, or series of a class,next determined after the receipt by themutual fund of the redemption order.

(3) Disclose that a dealer may make provision inarrangements that it has with an investor thatwill require the investor to compensate thedealer for any losses suffered by the dealerin connection with any failure of the investorto satisfy the requirements of the mutual fundor securities legislation for a redemption ofsecurities of the mutual fund.

(4) Discuss the circumstances under which themutual fund may suspend redemptions of thesecurities of the mutual fund.

Item 10 - Responsibility for Mutual Fund Operations

10.1 General

Describe how each of the following aspects of theoperations of the mutual fund are administered andwho administers those functions:

(a) the management and administration of themutual fund, including valuation services,fund accounting and securityholder records,other than the management of the portfolioassets;

(b) the management of the portfolio assets,including the provision of investment analysisor investment recommendations and themaking of investment decisions;

(c) the purchase and sale of portfolio assets bythe mutual fund and the making of brokeragearrangements relating to the portfolio assets;

(d) the distribution of the securities of the mutualfund;

(e) if the mutual fund is a trust, the trusteeship ofthe mutual fund;

(f) if the mutual fund is a corporation, theoversight of the affairs of the mutual fund bythe directors of the mutual fund;

(g) the custodianship of the assets of the mutualfund; and

(h) the oversight of the manager of the mutualfund by the independent review committee.

INSTRUCTION:

The disclosure required under Item 10.1 may beprovided separately from, or combined with, thedetailed disclosure concerning the persons orcompanies that provide services to the mutual fundrequired by Items 10.2 through 10.10.

10.2 Manager

(1) State the name, address, telephone number,e-mail address and, if applicable, websiteaddress of the manager of the mutual fund.

(2) List the names and home addresses in fullor, alternatively, solely the municipality ofresidence or postal address, and therespective positions and offices held with themanager and their respective principaloccupations at, and within the five yearspreceding, the date of the annual informationform, of all partners, directors and executiveofficers of the manager of the mutual fund atthe date of the annual information form.

(3) If a partner, director or executive officer ofthe manager of the mutual fund has heldmore than one office with the manager of the

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mutual fund within the past five years, stateonly the current office held.

(4) If the principal occupation of a director orexecutive officer of the manager of themutual fund is with an organization otherthan the manager of the mutual fund, statethe principal business in which theorganization is engaged.

(5) Describe the circumstances under which anyagreement with the manager of the mutualfund may be terminated, and include a briefdescription of the essential terms of thisagreement.

10.3 Portfolio Adviser

(1) If the manager of the mutual fund providesthe portfolio management services inconnection with the mutual fund, so state.

(2) If the manager does not provide portfoliomanagement services, state the names andmunicipality of the principal or head office foreach portfolio adviser of the mutual fund.

(3) State

(a) the extent to which investmentdecisions are made by certainindividuals employed by the manageror a portfolio adviser and whether thosedecisions are subject to the oversight,approval or ratification of a committee;and

(b) the name, title, and length of time ofservice of the person or personsemployed by or associated with eitherthe manager or a portfolio adviser ofthe mutual fund who is or are principallyresponsible for the day-to-daymanagement of a material portion ofthe portfolio of the mutual fund,implementing a particular materialstrategy or managing a particularsegment of the portfolio of the mutualfund, and each person’s businessexperience in the last five years.

(4) Describe the circumstances under which anyagreement with a portfolio adviser of themutual fund may be terminated, and includea brief description of the essential terms ofthis agreement.

10.4 Brokerage Arrangements

(1) If any brokerage transactions involving theclient brokerage commissions of the mutualfund have been or might be directed to adealer in return for the provision of any goodor service, by the dealer or a third party,other than order execution, state

(a) the process for, and factors consideredin, selecting a dealer to effect securitiestransactions for the mutual fund,

including whether receiving goods orservices in addition to order executionis a factor, and whether and how theprocess may differ for a dealer that isan affiliated entity;

(b) the nature of the arrangements underwhich order execution goods andservices or research goods andservices might be provided;

(c) each type of good or service, other thanorder execution, that might be provided;and

(d) the method by which the portfolioadviser makes a good faithdetermination that the mutual fund, onwhose behalf the portfolio adviserdirects any brokerage transactionsinvolving client brokerage commissionsto a dealer in return for the provision ofany order execution goods andservices or research goods andservices, by the dealer or a third party,receives reasonable benefit consideringboth the use of the goods or servicesand the amount of client brokeragecommissions paid.

(2) Since the date of the last annual informationform, if any brokerage transactions involvingthe client brokerage commissions of themutual fund have been or might be directedto a dealer in return for the provision of anygood or service, by the dealer or third party,other than order execution, state

(a) each type of good or service, other thanorder execution, that has been providedto the manager or the portfolio adviserof the mutual fund; and

(b) the name of any affiliated entity thatprovided any good or service referredto in paragraph (a), separatelyidentifying each affiliated entity andeach type of good or service providedby each affiliated entity.

(3) If any brokerage transactions involving theclient brokerage commissions of the mutualfund have been or might be directed to adealer in return for the provision of any goodor service, by the dealer or a third party,other than order execution, state that thename of any other dealer or third party thatprovided a good or service referred to inparagraph (2)(a), that was not disclosedunder paragraph (2)(b), will be providedupon request by contacting the mutual fundor mutual fund family at [insert telephonenumber] or at [insert mutual fund or mutualfund family e-mail address].

Form 81-101F2

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INSTRUCTIONS:

Terms defined in NI 23-102 – Use of ClientBrokerage Commissions have the same meaningwhere used in this Item.

10.5 Principal Distributor

(1) If applicable, state the name and address ofthe principal distributor of the mutual fund.

(2) Describe the circumstances under which anyagreement with the principal distributor of themutual fund may be terminated, and includea brief description of the essential terms ofthis agreement.

10.6 Directors, Executive Officers and Trustees

(1) List the names and home addresses in fullor, alternatively, solely the municipality ofresidence or postal address, and theprincipal occupations at, or within thefive years preceding, the date of the annualinformation form, of all directors or executiveofficers of an incorporated mutual fund or ofthe individual trustee or trustees, if any, of amutual fund that is a trust.

(2) State, for a mutual fund that is a trust, thenames and municipality of residence foreach person or company that is responsiblefor performing the trusteeship function of themutual fund.

(3) Indicate, for an incorporated mutual fund, allpositions and offices with the mutual fundthen held by each person named in responseto subsection (1).

(4) If the principal occupation of a director,executive officer or trustee is that of apartner, director or executive officer of acompany other than the mutual fund, statethe business in which the company isengaged.

(5) If a director or executive officer of anincorporated mutual fund has held more thanone position in the mutual fund, state onlythe first and last position held.

(6) For a mutual fund that is a limitedpartnership, provide the information requiredby this Item for the general partner of themutual fund, modified as appropriate.

10.7 Custodian

(1) State the name, municipality of the principalor head office, and nature of business of thecustodian and any principal sub-custodian ofthe mutual fund.

(2) Describe generally the sub-custodianarrangements of the mutual fund.

INSTRUCTION:

A “principal sub-custodian” is a sub-custodian towhom custodial authority has been delegated in

respect of a material portion or segment of theportfolio assets of the mutual fund.

10.8 Auditor

State the name and municipality of the auditor of themutual fund.

10.9 Registrar

If applicable, state the name of the registrar ofsecurities of the mutual fund and the municipalitiesin which the register of securities of the mutual fundare kept.

10.9.1 Securities Lending Agent

(1) State the name of each securities lendingagent of the mutual fund and the municipalityof each securities lending agent's principal orhead office.

(2) State whether any securities lending agent ofthe mutual fund is an affiliate or associate ofthe manager of the mutual fund.

(3) Briefly describe the essential terms of eachagreement with each securities lendingagent. Include the amount of collateralrequired to be delivered in connection with asecurities lending transaction as apercentage of the market value of the loanedsecurities, and briefly describe anyindemnities provided in, and the terminationprovisions of, each such agreement.

10.10 Other Service Providers

State the name, municipality of the principal or headoffice, and the nature of business of each otherperson or company that provides services relating toportfolio valuation, securityholder records, fundaccounting, or other material services, in respect ofthe mutual fund, and describe the material featuresof the contractual arrangements by which theperson or company has been retained.

Item 11 - Conflicts of Interest

11.1 Principal Holders of Securities

(1) The information required in response to thisItem shall be given as of a specified datewithin 30 days before the date of the annualinformation form.

(2) Disclose the number and percentage ofsecurities of each class or series of votingsecurities of the mutual fund and of themanager of the mutual fund owned of recordor beneficially, directly or indirectly, by eachperson or company that owns of record, or isknown by the mutual fund or the manager toown beneficially, directly or indirectly, morethan 10 percent of any class or series ofvoting securities, and disclose whether thesecurities are owned both of record andbeneficially, of record only, or beneficiallyonly.

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(3) For any entity that is named in response tosubsection (2), disclose the name of anyperson or company of which that entity is a“controlled entity”.

(4) If any person or company named in respectof subsection (2) owns of record orbeneficially, directly or indirectly, more than10 percent of any class of voting securities ofthe principal distributor of the mutual fund,disclose the number and percentage ofsecurities of the class so owned.

(5) Disclose the percentage of securities of eachclass or series of voting or equity securitiesbeneficially owned, directly or indirectly, inaggregate, by all the directors, senior officersand trustees

(a) of the mutual fund

(i) in the mutual fund if the aggregatelevel of ownership exceeds10 percent,

(ii) in the manager, or

(iii) in any person or company thatprovides services to the mutualfund or the manager; and

(b) of the manager

(i) in the mutual fund if the aggregatelevel of ownership exceeds10 percent,

(ii) in the manager, or

(iii) in any person or company thatprovides services to the mutualfund or the manager.

(6) Disclose the percentage of securities of eachclass or series of voting or equity securitiesbeneficially owned, directly or indirectly, inaggregate, by all the independent reviewcommittee members of the mutual fund

(a) in the mutual fund if the aggregate levelof ownership exceeds 10 percent,

(b) in the manager, or

(c) in any person or company that providesservices to the mutual fund or themanager.

11.2 Affiliated Entities

(1) State whether any person or company thatprovides services to the mutual fund or themanager in relation to the mutual fund is anaffiliated entity of the manager, and show therelationships of those affiliated entities in theform of an appropriately labelled diagram.

(2) State that disclosure of the amount of feesreceived from the mutual fund by eachperson or company described in

subsection (1) is contained in the auditedfinancial statements of the mutual fund.

(3) Identify any individual who is a director orsenior officer of the mutual fund or partner,director or officer of the manager and also ofany affiliated entity of the manager describedin response to subsection (1), and giveparticulars of the relationship.

INSTRUCTIONS:

(1) A person or company is an “affiliated entity”of another person or company if one is asubsidiary entity of the other or if both aresubsidiary entities of the same person orcompany or if each of them is a controlledentity of the same person or company.

(2) A person or company is a “controlled entity”of a person or company if

(a) in the case of a person or company

(i) voting securities of the firstmentioned person or companycarrying more than 50 percent ofthe votes for the election ofdirectors are held, otherwisethan by way of security only, byor for the benefit of the otherperson or company, and

(ii) the votes carried by thesecurities are entitled, ifexercised, to elect a majority ofthe directors of thefirst-mentioned person orcompany;

(b) in the case of a partnership that doesnot have directors, other than a limitedpartnership, the second-mentionedperson or company holds more than50 percent of the interests in thepartnership; or

(c) in the case of a limited partnership,the general partner is the secondmentioned person or company.

(3) A person or company is a “subsidiary entity”of another person or company if

(a) it is a controlled entity of

(i) that other,

(ii) that other and one or morepersons or companies, each ofwhich is a controlled entity ofthat other, or

(iii) two or more persons orcompanies, each of which is acontrolled entity of that other; or

(b) it is a subsidiary entity of a person orcompany that is that other’ssubsidiary entity.

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(4) For the purposes of subsection (1) ofItem 11.2, the provision of services includesthe provision of brokerage services inconnection with execution of portfoliotransactions for the mutual fund.

11.3 Dealer Manager Disclosure

If the mutual fund is dealer managed, disclose thisfact and that the mutual fund is subject to therestrictions set out in section 4.1 of NationalInstrument 81-102, and summarize section 4.1 ofNational Instrument 81-102.

Item 12 – Fund Governance

(1) Provide detailed information concerning thegovernance of the mutual fund, includinginformation concerning

(a) the mandate and responsibilities of theindependent review committee and thereasons for any change in thecomposition of the independent reviewcommittee since the date of the mostrecently filed annual information form;

(a.1) any other body or group that hasresponsibility for fund governance andthe extent to which its members areindependent of the manager of themutual fund; and

(b) descriptions of the policies, practices orguidelines of the mutual fund or themanager relating to business practices,sales practices, risk managementcontrols and internal conflicts ofinterest, and if the mutual fund or themanager have no such policies,practices or guidelines, a statement tothat effect.

(2) If the mutual fund intends to use derivativesor sell securities short, describe the policiesand practices of the mutual fund to managethe risks associated with engaging in thosetypes of transactions.

(3) In the disclosure provided undersubsection (2), include disclosure of

(a) whether there are written policies andprocedures in place that set out theobjectives and goals for derivativestrading and short selling and the riskmanagement procedures applicable tothose transactions; and

(b) who is responsible for setting andreviewing the policies and proceduresreferred to in paragraph (a), how oftenare the policies and proceduresreviewed, and the extent and nature ofthe involvement of the board ofdirectors or trustee in the riskmanagement process;

(c) whether there are trading limits or othercontrols on derivative trading or shortselling in place and who is responsiblefor authorizing the trading and placinglimits or other controls on the trading;

(d) whether there are individuals or groupsthat monitor the risks independent ofthose who trade; and

(e) whether risk measurement proceduresor simulations are used to test theportfolio under stress conditions.

(4) If the mutual fund intends to enter intosecurities lending, repurchase or reverserepurchase transactions, describe thepolicies and practices of the mutual fund tomanage the risks associated with thosetransactions.

(5) In the disclosure provided undersubsection (4), include disclosure of

(a) the involvement of an agent toadminister the transactions on behalf ofthe mutual fund, and the details of theinstructions provided by the mutualfund to the agent under the agreementbetween the mutual fund and the agent;

(b) whether there are written policies andprocedures in place that set out theobjectives and goals for securitieslending, repurchase transactions orreverse repurchase transactions, andthe risk management proceduresapplicable to the mutual fund’s enteringinto of those transactions;

(c) who is responsible for setting andreviewing the agreement referred to inparagraph (a) and the policies andprocedures referred to in paragraph (b),how often the policies and proceduresare reviewed, and the extent andnature of the involvement of the boardof directors or trustee in the riskmanagement process;

(d) whether there are limits or othercontrols in place on the entering into ofthose transactions by the mutual fundand who is responsible for authorizingthose limits or other controls on thosetransactions;

(e) whether there are individuals or groupsthat monitor the risks independent ofthose who enter into those transactionson behalf of the mutual fund; and

(f) whether risk measurement proceduresor simulations are used to test theportfolio under stress conditions.

(6) If the mutual fund held securities of othermutual funds during the year, provide detailson how the manager of the mutual fund

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exercised its discretion with regard to thevoting rights attached to the securities of theother mutual funds when the securityholdersof the other mutual funds were called upon tovote.

(7) Unless the mutual fund invests exclusively innon-voting securities, describe the policiesand procedures that the mutual fund followswhen voting proxies relating to portfoliosecurities including

(a) the procedures followed when a votepresents a conflict between theinterests of securityholders and thoseof the mutual fund’s manager, portfolioadviser, or any affiliate or associate ofthe mutual fund, its manager or itsportfolio adviser;

(b) any policies and procedures of themutual fund’s portfolio adviser, or anyother third party, that the mutual fundfollows, or that are followed on themutual fund’s behalf, to determine howto vote proxies relating to portfoliosecurities.

State that the policies and procedures thatthe mutual fund follows when voting proxiesrelating to portfolio securities are availableon request, at no cost, by calling[toll-free/collect call telephone number] or bywriting to [address].

(8) State that the mutual fund’s proxy votingrecord for the most recent period ended June30 of each year is available free of charge toany securityholder of the mutual fund uponrequest at any time after August 31 of thatyear. If the proxy voting record is availableon the mutual fund’s website, provide thewebsite address.

(9) Describe the policies and procedures of themutual fund relating to the monitoring,detection and deterrence of short-termtrades of mutual fund securities by investors.If the mutual fund has no such policies andprocedures, provide a statement to thateffect.

(10) Describe any arrangements, whether formalor informal, with any person or company, topermit short-term trades in securities of themutual fund, including

(a) the name of such person or company,and

(b) the terms of such arrangements,including

(i) any restrictions imposed on theshort-term trades; and

(ii) any compensation or otherconsideration received by themanager, the mutual fund or any

other party pursuant to sucharrangements.

INSTRUCTIONS:

(1) The disclosure provided under thisItem should make appropriate distinctionsbetween the risks associated with theintended use by the mutual fund ofderivatives for hedging purposes as againstthe mutual fund’s intended use ofderivatives for non-hedging purposes.

(2) If the mutual fund has an independentreview committee, state in the disclosureprovided under paragraph (1)(b) thatNI 81-107 requires the manager to havepolicies and procedures relating to conflictsof interest.

(3) The mutual fund’s proxy voting policies andprocedures must address the requirementsof section 10.2 of National Instrument81-106 Investment Fund ContinuousDisclosure.

Item 13 - Fees and Expenses

13.1 Management Fee Rebate or DistributionPrograms

(1) Disclose details of all arrangements that arein effect or will be in effect during thecurrency of the annual information form thatwill result, directly or indirectly, in onesecurityholder in the mutual fund paying asa percentage of the securityholder’sinvestment in the mutual fund a managementfee that differs from that payable by anothersecurityholder.

(2) In the disclosure required by subsection (1),describe

(a) who pays the management fee;

(b) whether a reduced fee is paid at therelevant time or whether the full fee ispaid at that time with a repayment of aportion of the management fee to followat a later date;

(c) who funds the reduction or repaymentof management fees, when thereduction or repayment is made andwhether it is made in cash or insecurities of the mutual fund;

(d) whether the differing management feesare negotiable or calculated inaccordance with a fixed schedule;

(e) if the management fees are negotiable,the factors or criteria relevant to thenegotiations and state who negotiatesthe fees with the investor;

(f) whether the differing management feespayable are based on the number orvalue of the securities of the mutual

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fund purchased during a specifiedperiod or the number or value of thesecurities of the mutual fund held at aparticular time; and

(g) any other factors that could affect theamount of the management feespayable.

(3) Disclose the income tax consequences tothe mutual fund and its securityholders of amanagement fee structure that results in onesecurityholder paying a management fee thatdiffers from another.

Item 14 - Income Tax Considerations

(1) State in general terms the bases upon whichthe income and capital receipts of the mutualfund are taxed.

(2) State in general terms the income taxconsequences to the holders of thesecurities offered of

(a) any distribution to the holders in theform of dividends or otherwise,including amounts reinvested insecurities of the mutual fund;

(b) the redemption of securities;

(c) the issue of securities; and

(d) any transfers between mutual funds.

Item 15 - Remuneration of Directors, Officers andTrustees

(1) If the management functions of the mutualfund are carried out by employees of themutual fund, provide for those employees thedisclosure concerning executivecompensation that is required to be providedfor executive officers of an issuer undersecurities legislation.

(2) Describe any arrangements under whichcompensation was paid or payable by themutual fund during the most recentlycompleted financial year of the mutual fund,for the services of directors of the mutualfund, members of an independent board ofgovernors or advisory board of the mutualfund and members of the independentreview committee of the mutual fund,including the amounts paid, the name of theindividual and any expenses reimbursed bythe mutual fund to the individual

(a) in that capacity, including any additionalamounts payable for committeeparticipation or special assignments;and

(b) as consultant or expert.

(3) For a mutual fund that is a trust, describe thearrangements, including the amounts paidand expenses reimbursed, under which

compensation was paid or payable by themutual fund during the most recentlycompleted financial year of the mutual fundfor the services of the trustee or trustees ofthe mutual fund.

INSTRUCTION:

The disclosure required under Item 15(1) regardingexecutive compensation for management functionscarried out by employees of a mutual fund must bemade in accordance with the disclosure requirementsof Form 51-102F6 Statement of ExecutiveCompensation.

Item 16 - Material Contracts

(1) List and provide particulars of

(a) the articles of incorporation,continuation or amalgamation, thedeclaration of trust or trust agreementof the mutual fund, the limitedpartnership agreement or any otherconstating or establishing documents ofthe mutual fund;

(b) any agreement of the mutual fund ortrustee with the manager of the mutualfund;

(c) any agreement of the mutual fund, themanager or trustee with the portfolioadviser or portfolio advisers of themutual fund;

(d) any agreement of the mutual fund, themanager or trustee with the custodianof the mutual fund;

(e) any agreement of the mutual fund, themanager or trustee with the principaldistributor of the mutual fund; and

(f) any other contract or agreement that ismaterial to the mutual fund.

(2) State a reasonable time at which and placewhere the contracts or agreements listed inresponse to subsection (1) may be inspectedby prospective or existing securityholders.

(3) Include, in describing particulars of contracts,the date of, parties to, consideration paid bythe mutual fund under, termination provisionsof, and general nature of, the contracts.

INSTRUCTION:

This Item does not require disclosure of contractsentered into in the ordinary course of business of themutual fund.

Item 17 - Legal and Administrative Proceedings

(1) Describe briefly any ongoing legal andadministrative proceedings material to themutual fund, to which the mutual fund, itsmanager or principal distributor is a party.

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(2) For all matters disclosed undersubsection (1), disclose

(a) the name of the court or agency havingjurisdiction;

(b) the date on which the proceeding wasinstituted;

(c) the principal parties to the proceeding;

(d) the nature of the proceeding and, ifapplicable, the amount claimed; and

(e) whether the proceedings are beingcontested and the present status of theproceedings.

(3) Provide similar disclosure about anyproceedings known to be contemplated.

(4) Describe the penalties or sanctions imposedand the grounds on which they wereimposed or the terms of any settlementagreement and the circumstances that gaverise to the settlement agreement, if themanager of the mutual fund, or a director orofficer of the mutual fund or the partner,director or officer of the manager of themutual fund has,

(a) in the 10 years before the date of thesimplified prospectus, been subject toany penalties or sanctions imposed bya court or securities regulator relating totrading in securities, promotion ormanagement of a publicly-tradedmutual fund, or theft of fraud, or beensubject to any other penalties orsanctions imposed by a court orregulatory body that would be likely tobe considered important to areasonable investor in determiningwhether to purchase securities of themutual fund; or

(b) in the 10 years before the date of thesimplified prospectus but after the datethat National Instrument 81-101 cameinto force, entered into a settlementagreement with a court, securitiesregulatory or other regulatory body, inrelation to any of the matters referred toin paragraph (a).

(5) If the manager of the mutual fund, or adirector or officer of the mutual fund or thepartner, director or officer of the manager ofthe mutual fund has, within the 10 yearsbefore the date of the simplified prospectus,been subject to any penalties or sanctionsimposed by a court or securities regulatorrelating to trading in securities, promotion ormanagement of a publicly traded mutualfund, or theft or fraud, or has entered into asettlement agreement with a regulatoryauthority in relation to any of these matters,describe the penalties or sanctions imposed

and the grounds on which they wereimposed or the terms of the settlementagreement.

Item 18 - Other Material Information

(1) Give particulars of any other material factsrelating to the securities proposed to beoffered that are not otherwise required to bedisclosed by this Form or the SP Form.

(2) Provide any specific disclosure required orpermitted to be disclosed in a prospectusunder securities legislation that is nototherwise required to be disclosed by thisForm.

(3) Subsection (2) does not apply torequirements of securities legislation that areform requirements for a prospectus.

INSTRUCTION:

The disclosure provided under subsection (2) mayalso be provided under Item 12 of Part A or Item 14of Part B of the SP Form. If the disclosure isprovided under one of these Items, it need not beprovided under this Item.

Item 19 - Certificate of the Mutual Fund

(1) Include a certificate of the mutual fund thatstates:

(a) for a simplified prospectus and annualinformation form,

“This annual information form, togetherwith the simplified prospectus and thedocuments incorporated by referenceinto the simplified prospectus,constitute full, true and plain disclosureof all material facts relating to thesecurities offered by the simplifiedprospectus, as required by thesecurities legislation of [insert thejurisdictions in which qualified] and donot contain any misrepresentations.”

(b) for an amendment to a simplifiedprospectus or annual information formthat does not restate the simplifiedprospectus or annual information form,

“This amendment no. [specifyamendment number and date], togetherwith the [amended and restated] annualinformation form dated [specify],[amending and restating the annualinformation form dated [specify],] [asamended by (specify prior amendmentsand dates)] and the [amended andrestated] simplified prospectus dated[specify], [amending and restating thesimplified prospectus dated [specify],][as amended by (specify prioramendments and dates)] and thedocuments incorporated by referenceinto the [amended and restated]

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simplified prospectus, [as amended,]constitute full, true and plain disclosureof all material facts relating to thesecurities offered by the [amended andrestated] simplified prospectus, [asamended,] as required by the securitieslegislation of [insert the jurisdictions inwhich qualified] and do not contain anymisrepresentations.”, and

(c) for an amendment that amends andrestates a simplified prospectus orannual information form,

“This amended and restated annualinformation form dated [specify],amending and restating the annualinformation form dated [specify] [,asamended by (specify prior amendmentsand dates)], together with the[amended and restated] simplifiedprospectus dated [specify] [, amendingand restating the simplified prospectusdated [specify]] [,as amended by(specify prior amendments and dates)]and the documents incorporated byreference into the [amended andrestated] simplified prospectus, [asamended,] constitute full, true and plaindisclosure of all material facts relatingto the securities offered by the[amended and restated] simplifiedprospectus, [as amended,] as requiredby the securities legislation of [insertthe jurisdictions in which qualified] anddo not contain any misrepresentations.”

(1.1) For a non-offering prospectus, change“securities offered by the simplifiedprospectus” to “securities previously issuedby the mutual fund” wherever it appears inthe statement in Item 19(1)(a).

(2) The certificate required to be signed by themutual fund shall, if the mutual fund isestablished as a trust, be signed

(a) if any trustee of the mutual fund is anindividual, by each individual who is atrustee or by a duly authorized attorneyof the individual; or

(b) if any trustee of the mutual fund is abody corporate, by the duly authorizedsigning officer or officers of the bodycorporate.

(3) Despite subsection (2), if the declaration oftrust or trust agreement establishing themutual fund delegates the authority to do so,or otherwise authorizes a person to do so,the certificate form required to be signed bythe trustee or trustees of the mutual fundmay be signed by the person to whom theauthority is delegated or who is authorized.

(4) Despite subsections (2) and (3), if the trusteeof the mutual fund is also its manager, the

certificate shall indicate that it is being signedby the person or company both in itscapacity of trustee and in its capacity asmanager of the mutual fund and shall besigned in the manner prescribed by Item 20.

Item 20 - Certificate of the Manager of the MutualFund

(1) Include a certificate of the manager of themutual fund in the same form as thecertificate signed by the mutual fund.

(2) The certificate shall, if the manager is acompany, be signed by the chief executiveofficer and the chief financial officer of themanager, and on behalf of the board ofdirectors of the manager by any two directorsof the manager other than the chiefexecutive officer or chief financial officer,duly authorized to sign.

(3) Despite subsection (2), if the manager hasonly three directors, two of whom are thechief executive officer and chief financialofficer, the certificate required bysubsection (2) to be signed on behalf of theboard of directors of the manager shall besigned by the remaining director of themanager.

Item 21 - Certificate of Each Promoter of the MutualFund

(1) Include a certificate of each promoter of themutual fund in the same form as thecertificate signed by the mutual fund.

(2) The certificate to be signed by the promotershall be signed by any officer or director ofthe promoter duly authorized to sign.

Item 22 - Certificate of the Principal Distributor of theMutual Fund

(1) Include a certificate of the principaldistributor of the mutual fund that states:

“To the best of our knowledge, informationand belief, this annual information form,together with the simplified prospectus andthe documents incorporated by referenceinto the simplified prospectus, constitute full,true and plain disclosure of all material factsrelating to the securities offered by thesimplified prospectus, as required by thesecurities legislation of [insert thejurisdictions in which qualified] and do notcontain any misrepresentations.”

(2) The certificate to be signed by the principaldistributor shall be signed by any officer ordirector of the principal distributor dulyauthorized to sign.

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INSTRUCTION:

For a mutual fund that has a principal distributor, thecertificate required by this Item is necessary to satisfy therequirements of securities legislation that an underwritersign a certificate to a prospectus.

Item 23 - Exemptions and Approvals

(1) Describe all exemptions from, or approvalsunder, this Instrument, NationalInstrument 81-102, NationalInstrument 81-105 or National PolicyStatement No. 39, obtained by the mutualfund or the manager that continue to berelied upon by the mutual fund or themanager.

(2) Include the disclosure required bysubsection (1) in the section of the annualinformation form that describes the matter towhich the exemption pertains.

Item 24 - Back Cover

(1) State on the back cover the name of themutual fund or funds included in the annualinformation form or the mutual fund family,as well as the name, address and telephonenumber of the manager of the mutual fund orfunds.


Additional information about theFund[s] is available in the Fund [‘s / s’]Fund Facts, management reports offund performance and financialstatements.

You can get a copy of these documentsat no cost by calling [toll-free/collect][insert the toll-free telephone number ortelephone number where collect callsare accepted, as required bysection 3.4 of the Instrument], or fromyour dealer or by e-mail at [insert e-mailaddress].

These documents and otherinformation about the Fund[s], such asinformation circulars and materialcontracts, are also available on the[insert name of mutual fund manager]internet site at [insert fund’s Internetsite] or at www.sedar.com.

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Form 81-101F3

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FORM 81-101F3CONTENTS OF FUND FACTS DOCUMENT

TABLE OF CONTENTS


GeneralContents of Fund Facts DocumentConsolidation of Fund Facts Document intoa Multiple Fund Facts DocumentMulti-Class Mutual Funds

PART I INFORMATION ABOUT THE FUND

Item 1: IntroductionItem 2: Quick FactsItem 3: Investments of the FundItem 4: RisksItem 5: Past PerformanceItem 6: DELETEDItem 7: SuitabilityItem 8: Impact of Income Taxes on Investor Returns

PART II COSTS, RIGHTS AND OTHERINFORMATION

Item 1: Costs of Buying, Owning and Selling the FundItem 2: Statement of RightsItem 3: More Information About the Fund

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Form 81-101F3

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FORM 81-101F3CONTENTS OF FUND FACTS DOCUMENT

GENERAL INSTRUCTIONS:

General

(1) This Form describes the disclosurerequired in a fund facts document for amutual fund. Each Item of this Formoutlines disclosure requirements.Instructions to help you provide thisdisclosure are in italic type.

(2) Terms defined in National Instrument 81-101 Mutual Fund Prospectus Disclosure,National Instrument 81-102 InvestmentFunds, National Instrument 81-105 MutualFund Sales Practices or NationalInstrument 81-106 Investment FundContinuous Disclosure and used in thisForm have the meanings that they have inthose national instruments.

(3) A fund facts document must state therequired information concisely and in plainlanguage.

(4) Respond as simply and directly as isreasonably possible. Include only theinformation necessary for a reasonableinvestor to understand the fundamentaland particular characteristics of the mutualfund.

(5) National Instrument 81-101 Mutual FundProspectus Disclosure requires the fundfacts document to be presented in a formatthat assists in readability andcomprehension. This Form does notmandate the use of a specific format ortemplate to achieve these goals.However, mutual funds must use, asappropriate, tables, captions, bullet pointsor other organizational techniques thatassist in presenting the required disclosureclearly and concisely.

(6) This Form does not mandate the use of aspecific font size or style but the font mustbe legible. Where the fund facts documentis made available online, information mustbe presented in a way that enables it to beprinted in a readable format.

(7) A fund facts document can be produced incolour or in black and white, and in portraitor landscape orientation.

(8) Except as permitted by subsection (8.1), afund facts document must contain only theinformation that is specifically mandated orpermitted by this Form. In addition, eachItem must be presented in the order and

under the heading or sub-headingstipulated in this Form.

(8.1) A fund facts document may contain a briefexplanation of a material change or aproposed fundamental change. Thedisclosure may be included in a textboxbefore Item 2 of Part I or in the mostrelevant section of the fund factsdocument. If necessary, the mutual fundmay provide a cross-reference to a moredetailed explanation at the end of the fundfacts document.

(9) A fund facts document must not containdesign elements (e.g., graphics, photos,artwork) that detract from the informationdisclosed in the document.

Contents of a Fund Facts Document

(10) A fund facts document must discloseinformation about only one class or seriesof securities of a mutual fund. Mutualfunds that have more than one class orseries that are referable to the sameportfolio of assets must prepare a separatefund facts document for each class orseries.

(11) The fund facts document must be preparedon letter-size paper and must consist oftwo Parts: Part I and Part II.

(12) The fund facts document must begin withthe responses to the Items in Part I of thisForm.

(13) Part I must be followed by the responses tothe Items in Part II of this Form.

(14) Each of Part I and Part II must not exceedone page in length, unless the requiredinformation in any section causes thedisclosure to exceed this limit. Where thisis the case, a fund facts document mustnot exceed a total of four pages in length.

(15) A mutual fund must not attach or bind otherdocuments to a fund facts document,except those documents permitted underPart 5 of National Instrument 81-101Mutual Fund Prospectus Disclosure.

Consolidation of Fund Facts Document into aMultiple Fund Facts Document

(16) Fund facts documents must not beconsolidated with each other to form amultiple fund facts document, except aspermitted by Part 5 of National Instrument81-101 Mutual Fund ProspectusDisclosure. When a multiple fund factsdocument is permitted under theInstrument, a mutual fund must provideinformation about each of the mutual fundsdescribed in the document on a fund-by-fund or catalogue basis and must set out

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for each mutual fund separately theinformation required by this Form. Eachfund facts document must start on a newpage, and may not share a page withanother fund facts document.


(17) As provided in National Instrument 81-102Investment Funds, a section, part, class orseries of a class of securities of a mutualfund that is referable to a separate portfolioof assets is considered to be a separatemutual fund. Those principles apply toNational Instrument 81-101 Mutual FundProspectus Disclosure and this Form.

PART I – INFORMATION ABOUT THE FUND

Item 1 – Introduction

Include at the top of the first page a headingconsisting of:

(a) the title “Fund Facts”;

(b) the name of the manager of the mutualfund;

(c) the name of the mutual fund to which thefund facts document pertains;

(c.1) if the mutual fund has more than one classor series of securities, the name of the classor series described in the fund factsdocument;

(d) the date of the document;

(e) a brief introduction to the document usingwording substantially similar to thefollowing:

This document contains key information youshould know about [insert name of themutual fund]. You can find more details inthe fund’s simplified prospectus. Ask yourrepresentative for a copy, contact [insertname of the manager of the mutual fund] at[insert if applicable the toll-free number andemail address of the manager of the mutualfund] or visit [insert the website of themutual fund, the mutual fund’s family or themanager of the mutual fund] [as applicable];and

(f) state in bold type using wordingsubstantially similar to the following:

Before you invest in any fund, consider howthe fund would work with your otherinvestments and your tolerance for risk.

INSTRUCTION:

The date for a fund facts document that is filed witha preliminary simplified prospectus or simplifiedprospectus must be the date of the certificatecontained in the related annual information form.The date for a fund facts document that is filed witha pro forma simplified prospectus must be the date

of the anticipated simplified prospectus. The date foran amended fund facts document must be the dateof the certificate contained in the related amendedannual information form.

Item 2 – Quick Facts

Under the heading “Quick Facts”, includedisclosure in the form of the following table:

Fund code: (see instruction 0.1) Fund manager: (see instruction 3.1)

Date [class/series] started: (seeinstruction 1)

Portfolio manager: (seeinstruction 4)

Total value of the fund on [date]:(see instruction 2)

Distributions: (see instruction 5)

Management expense ratio(MER): (see instruction 3)

Minimum investment: (seeinstruction 6)

INSTRUCTIONS:

(0.1) At the option of the mutual fund, include allrecognized and publicly availableidentification codes for the class or seriesof the mutual fund;

(1) Use the date that the securities of the classor series of the mutual fund described inthe fund facts document first becameavailable to the public.

(2) Specify the net asset value of the mutualfund as at a date within 60 days before thedate of the fund facts document. Theamount disclosed must take intoconsideration all classes or series that arereferable to the same portfolio of assets.For a newly established mutual fund,simply state that this information is notavailable because it is a new mutual fund.

(3) Use the management expense ratio (MER)disclosed in the most recently filedmanagement report of fund performance(MRFP) for the mutual fund. The MERmust be net of fee waivers or absorptionsand, despite section 15.1(2) of NationalInstrument 81-106 Investment FundContinuous Disclosure, need not includeany additional disclosure about the waiversor absorptions. For a newly establishedmutual fund that has not yet filed amanagement report of fund performance,state that the MER is not availablebecause it is a new mutual fund.

(3.1) Specify the name of the manager of themutual fund;

(4) Name the mutual fund’s portfolio manager.The mutual fund may also name thespecific individual(s) responsible forportfolio selection and if applicable, thename of the sub-advisor(s).

(5) Include disclosure under this element ofthe “Quick Facts” only if distributions are afundamental feature of the mutual fund.Disclose the expected frequency and

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timing of distributions. If there is a targetedamount for distributions, the mutual fundmay include this information.

(6) Specify both the minimum amount for aninitial investment and for each additionalinvestment. This can include minimumamounts for pre-authorized contributionplans.

Item 3 – Investments of the Fund(1) Briefly set out under the heading “What does thefund invest in?” a description of the fundamental nature ofthe mutual fund, or the fundamental features of themutual fund that distinguish it from other mutual funds.


(a) disclose the name or names of thepermitted index or permitted indiceson which the investments of the indexmutual fund are based, and

(b) briefly describe the nature of thatpermitted index or those permittedindices.

(3) Include an introduction to the informationprovided in response to subsection (4) andsubsection (5) using wording similar to thefollowing:

The charts below give you a snapshot of thefund’s investments on [insert date]. Thefund’s investments will change.

(4) Include under the sub-heading “Top 10investments [date]”, a table disclosing thefollowing:

(a) the top 10 positions held by the mutualfund, each expressed as a percentageof the net asset value of the mutualfund;

(b) the percentage of net asset value ofthe mutual fund represented by the top10 positions; and

(c) the total number of positions held bythe mutual fund.

(5) Under the sub-heading “Investment mix[date]” include at least one, and up to two,charts or tables that illustrate the investmentmix of the mutual fund’s investmentportfolio.

INSTRUCTIONS:

(1) Include in the information under “Whatdoes this fund invest in?” a description ofwhat the mutual fund primarily invests in,or intends to primarily invest in, or that itsname implies that it will primarily invest in,such as

(a) particular types of issuers, suchas foreign issuers, smallcapitalization issuers or issuers

located in emerging marketcountries;

(b) particular geographic locations orindustry segments; or

(c) portfolio assets other thansecurities.

(2) Include a particular investment strategyonly if it is an essential aspect of themutual fund, as evidenced by the name ofthe mutual fund or the manner in which themutual fund is marketed.

(3) If a mutual fund’s stated objective is toinvest primarily in Canadian securities,specify the maximum exposure toinvestments in foreign markets.

(4) The information under “Top 10investments” and “Investment mix” isintended to give a snapshot of thecomposition of the mutual fund’sinvestment portfolio. The informationrequired to be disclosed under these sub-headings must be as at a date within 60days before the date of the fund factsdocument. The date shown must be thesame as the one used in Item 2 for thetotal value of the mutual fund.

(5) If the mutual fund owns more than oneclass of securities of an issuer, thoseclasses should be aggregated for thepurposes of this Item, however, debt andequity securities of an issuer must not beaggregated.

(6) Portfolio assets other than securitiesshould be aggregated if they havesubstantially similar investment risks andprofiles. For instance, gold certificatesshould be aggregated, even if they areissued by different financial institutions.

(7) Treat cash and cash equivalents as oneseparate discrete category.

(8) In determining its holdings for purposes ofthe disclosure required by this Item, amutual fund must, for each long position ina derivative that is held by the mutual fundfor purposes other than hedging and foreach index participation unit held by themutual fund, consider that it holds directlythe underlying interest of that derivative orits proportionate share of the securitiesheld by the issuer of the index participationunit.

(9) If a mutual fund invests substantially all ofits assets directly or indirectly (through theuse of derivatives) in securities of oneother mutual fund, list the 10 largestholdings of the other mutual fund andshow the percentage of the other mutualfund’s net asset value represented by the

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top 10 positions. If the mutual fund is notable to disclose this information as at adate within 60 days before the date of thefund facts document, the mutual fund mustinclude this information as disclosed by theother mutual fund in the other mutualfund’s most recently filed fund factsdocument, or its most recently filedmanagement report of fund performance,whichever is most recent.

(10) Indicate whether any of the mutual fund’stop 10 positions are short positions.

(11) Each investment mix chart or table mustshow a breakdown of the mutual fund’sinvestment portfolio into appropriatesubgroups and the percentage of theaggregate net asset value of the mutualfund constituted by each subgroup. Thenames of the subgroups are not prescribedand can include security type, industrysegment or geographic location. Themutual fund should use the mostappropriate categories given the nature ofthe mutual fund. The choices made mustbe consistent with disclosure providedunder “Summary of Investment Portfolio” inthe mutual fund’s MRFP.

(12) In presenting the investment mix of themutual fund, consider the most effectiveway of conveying the information toinvestors. All tables or charts must be clearand legible.

(13) For new mutual funds where theinformation required to be disclosed under“Top 10 investments” and “Investment mix”is not available, include the requiredsub-headings and provide a briefstatement explaining why the requiredinformation is not available.

Item 4 – Risks

(1) Under the heading “How risky is it?”, state thefollowing:

The value of the fund can go down as well as up.You could lose money.

One way to gauge risk is to look at how much afund’s returns change over time. This is called“volatility”.

In general, funds with higher volatility will havereturns that change more over time. They typicallyhave a greater chance of losing money and mayhave a greater chance of higher returns. Fundswith lower volatility tend to have returns thatchange less over time. They typically have lowerreturns and may have a lower chance of losingmoney.

(2) Under the sub-heading “Risk rating”,

(a) using the investment risk classificationmethodology adopted by the manager of

the mutual fund, identify the mutual fund’sinvestment risk level on the following riskscale:

Low Low tomedium

Medium Mediumto high

High

(b) unless the mutual fund is a newlyestablished mutual fund, include anintroduction to the risk scale which statesthe following:

[Insert name of manager of the mutual fund]has rated the volatility of this fund as [insertinvestment risk level identified in paragraph(a) in bold type].

This rating is based on how much the fund’sreturns have changed from year to year. Itdoesn’t tell you how volatile the fund will bein the future. The rating can change overtime. A fund with a low risk rating can stilllose money.

(c) for a newly established mutual fund, includean introduction to the risk scale which statesthe following:

[Insert name of manager of the mutual fund]has rated the volatility of this fund as [insertinvestment risk level identified in paragraph(a) in bold type].

Because this is a new fund, the risk rating isonly an estimate by [insert name ofmanager of the mutual fund]. Generally, therating is based on how much the fund’sreturns have changed from year to year. Itdoesn’t tell you how volatile the fund will bein the future. The rating can change overtime. A fund with a low risk rating can stilllose money.

(d) following the risk scale, state using wordingsubstantially similar to the following:

For more information about the risk ratingand specific risks that can affect the fund’sreturns, see the [insert cross-reference tothe appropriate section of the mutual fund’ssimplified prospectus] section of the fund’ssimplified prospectus.

(3) Under the sub-heading “No guarantees”, stateusing wording substantially similar to the following:

Like most mutual funds, this fund doesn’thave any guarantees. You may not get backthe amount of money you invest.

INSTRUCTIONS:

(1) Based upon the investment riskclassification methodology adopted by themanager of the mutual fund, identify wherethe mutual fund fits on the continuum ofinvestment risk levels by showing the fullinvestment risk scale set out in Item 4(2)(a)

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and highlighting the applicable category onthe scale. Consideration should be given toensure that the highlighted investment riskrating is easily identifiable.

Item 5 – Past Performance

(1) Under the heading “How has the fundperformed?”, include an introduction using wordingsubstantially similar to the following:

This section tells you how [name of class/series ofsecurities described in the fund facts document][units/shares] of the fund have performed over thepast [insert number of calendar years shown in thebar chart required under paragraph (2)(a)] years.Returns are after expenses have been deducted.These expenses reduce the fund’s returns.

(2) Under the sub-heading “Year-by-year returns”,

(a) provide a bar chart that shows the annualtotal return of the mutual fund, inchronological order with the most recentyear on the right of the bar chart, for thelesser of

(i) each of the 10 most recentlycompleted calendar years, and

(ii) each of the completed calendar yearsin which the mutual fund has been inexistence and which the mutual fundwas a reporting issuer; and

(b) include an introduction to the bar chartusing wording substantially similar to thefollowing:

This chart shows how [name of class/seriesof securities described in the fund factsdocument] [units/shares] of the fundperformed in each of the past [insertnumber of calendar years shown in the barchart required under paragraph (a)]. Thefund dropped in value in [for the particularyears shown in the bar chart required underparagraph (a), insert the number of years inwhich the value of the mutual fund dropped]of the [insert number of calendar yearsshown in the bar chart required inparagraph (a)] years. The range of returnsand change from year to year can help youassess how risky the fund has been in thepast. It does not tell you how the fund willperform in the future.

(3) Under the sub-heading “Best and worst 3-monthreturns”,

(a) provide information for the period covered inthe bar chart required underparagraph (2)(a) in the form of the followingtable:

Return3 months

ending

If you invested$1,000 at the

beginning of theperiod

Best return(seeinstruction 8)

(seeinstruction10)

Your investmentwould [rise/drop] to(see instruction 12).

Worst return (seeinstruction 9)

(seeinstruction11)

Your investmentwould [rise/drop] to(see instruction 13).

(b) include an introduction to the table usingwording substantially similar to thefollowing:

This table shows the best and worst returnsfor the [name of class/series of securitiesdescribed in the fund facts document][units/shares] of the fund in a 3-monthperiod over the past [insert number ofcalendar years shown in the bar chartrequired under paragraph (2)(a)]. The bestand worst 3- month returns could be higheror lower in the future. Consider how muchof a loss you could afford to take in a shortperiod of time.

(4) Under the sub-heading “Average return”, show thefollowing:

(a) the final value of a hypothetical $1000investment in the mutual fund as at the endof the period that ends within 60 daysbefore the date of the fund facts documentand consists of the lesser of

(i) 10 years, or

(ii) the time since inception of the mutualfund;

(b) the annual compounded rate of return thatequates the hypothetical $1000 investmentto the final value.

INSTRUCTIONS

(1) In responding to the requirements of thisItem, a mutual fund must comply with therelevant sections of Part 15 of NationalInstrument 81-102 Investment Funds as ifthose sections applied to a fund factsdocument.

(2) Use a linear scale for each axis of the barchart required by this Item.

(3) The x-axis and y-axis for the bar chartrequired by this Item must intersect at zero.

(4) A mutual fund that distributes differentclasses or series of securities that arereferable to the same portfolio of assetsmust show performance data related only tothe specific class or series of securitiesbeing described in the fund facts document.

(5) If the information required to be disclosedunder this Item is not reasonably available,include the required sub-headings and

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provide a brief statement explaining why therequired information is not available.Information relating to year-by-year returnsin the bar chart will generally not beavailable for a mutual fund that has beendistributing securities under a simplifiedprospectus for less than one calendar year.Information under “Best and worst 3-monthreturns” and “Average return” will generallynot be available for a mutual fund that hasbeen distributing securities under asimplified prospectus for less than 12consecutive months.

(6) The dollar amounts shown under this Itemmay be rounded up to the nearest dollar.

(7) The percentage amounts shown under thisItem may be rounded to one decimal place.

(8) Show the best rolling 3-month return as atthe end of the period that ends within 60days before the date of the fund factsdocument.

(9) Show the worst rolling 3-month return as atthe end of the period that ends within 60days before the date of the fund factsdocument.

(10) Insert the end date for the best 3-monthreturn period.

(11) Insert the end date for the worst 3-monthreturn period.

(12) Insert the final value that would equate witha hypothetical $1000 investment for thebest 3-month return period shown in thetable.

(13) Insert the final value that would equate witha hypothetical $1000 investment for theworst 3-month return period shown in thetable.

Item 6 – DELETED

Item 7 – Suitability

(1) Provide a brief statement of the suitability ofthe mutual fund for particular investorsunder the heading “Who is this fund for?”.Describe the characteristics of the investorfor whom the mutual fund may or may notbe an appropriate investment, and theportfolios for which the mutual fund is and isnot suited.

INSTRUCTION:

If the mutual fund is particularly unsuitable forcertain types of investors or for certain types ofinvestment portfolios, emphasize this aspect of themutual fund. Disclose both the types of investorswho should not invest in the mutual fund, withregard to investments on both a short- and long-term basis, and the types of portfolios that shouldnot invest in the mutual fund. If the mutual fund isparticularly suitable for investors who have

particular investment objectives, this can also bedisclosed.

Item 8 – Impact of Income Taxes on Investor Returns

Under the heading “A word about tax”, provide abrief explanation of the income tax consequencesfor investors using wording similar to the following:

In general, you’ll have to pay income tax on anymoney you make on a fund. How much you paydepends on the tax laws where you live andwhether or not you hold the fund in a registeredplan such as a Registered Retirement SavingsPlan, or a Tax-Free Savings Account.

Keep in mind that if you hold your fund in a non-registered account, fund distributions are includedin your taxable income, whether you get them incash or have them reinvested.

PART II COSTS, RIGHTS AND OTHERINFORMATION

Item I – Costs of Buying, Owning and Selling theFund

1.1 Introduction

Under the heading “How much does it cost?”, statethe following:

The following tables show the fees and expensesyou could pay to buy, own and sell [name of theclass/series of securities described in the fund factsdocument] [units/shares] of the fund. The fees andexpenses – including any commissions – can varyamong [classes/series] of a fund and among funds.Higher commissions can influence representativesto recommend one investment over another. Askabout other funds and investments that may besuitable for you at a lower cost.

1.2 Illustrations of Different Sales Charge Options

(1) For a mutual fund with multiple sales chargeoptions, include an introduction under thesub-heading “Sales charges” using wordingsimilar to the following:

You have to choose a sales charge optionwhen you buy the fund. Ask about the prosand cons of each option.

(2) Provide information about the sales chargespayable by an investor under the availablesales charge options in the form of thefollowing table:

Sales chargeoption What you pay

How itworks

in per cent(%)

in dollars($)

(seeinstruction 1)

(seeinstruction 2)

(seeinstruction 3)

(seeinstruction 4)

(3) If the mutual fund has only one salescharge option, replace the introductorystatement required in paragraph (1) above

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with a statement highlighting the salescharge option applicable to the mutual fund.

(4) If the mutual fund does not have any salescharges, replace the introductory statementand the table required in paragraph (1) andparagraph (2) above with a generalstatement explaining that no sales chargesapply.

INSTRUCTIONS:

(1) The mutual fund must disclose all salescharge options (e.g., initial sales charge,deferred sales charge) that apply to theclass or series being described in the fundfacts document. It is not necessary todisclose sales charge options that do notapply to the series or class to which thefund facts document relates.

(2) Specify each sales charge option as apercentage. For an initial sales charge,include a range for the amount that can becharged, if applicable. For a deferred salescharge, provide the full sales chargeschedule.

(3) Specify each sales charge option in dollarterms. For an initial sales charge, include arange for the amount that can be chargedon every $1,000 investment, if applicable.For a deferred sales charge, include arange for the amount that can be chargedon every $1,000 redemption.

(4) Provide a brief overview of the keyelements of how each sales charge optionworks including:

whether the amount payable isnegotiable;

whether the amount payable isdeducted from the amount paid at thetime of purchase or from the amountreceived at the time of sale;

who pays and who receives the amountpayable under each sales chargeoption.

In the case of a deferred sales charge, thedisclosure must also briefly state:

any amount payable as an upfront salescommission;

who pays and who receives the amountpayable as the upfront salescommission;

any free redemption amount and keydetails about how it works;

whether switches can be made withoutincurring a sales charge; and

how the amount paid by an investor atthe time of a redemption of securities is

calculated, for example, whether it isbased on the net asset value of thosesecurities at the time of redemption oranother time.

1.3 Fund expenses

(1) Under the sub-heading “Fund expenses”include an introduction using wordingsimilar to the following:

You don’t pay these expenses directly.They affect you because they reduce thefund’s returns.

(2) Unless the mutual fund has not yet filed amanagement report of fund performance,provide information about the expenses ofthe mutual fund in the form of the followingtable:

Annual rate (as a% of the fund’svalue)

Management expense ratio(MER)This is the total of the fund’smanagement fee (including thetrailing commission) andoperating expenses. (seeinstruction 1)

(see instruction 2)

Trading expense ratio (TER)These are the fund’s tradingcosts.

(see instruction 3)

Fund expenses (see instruction 4)

(3) Unless the mutual fund has not yet filed amanagement report of fund performance,above the table required under subsection(2), include a statement using wordingsimilar to the following:

As of [see instruction 5], the fund’sexpenses were [insert amount included intable required under subsection (2)]% of itsvalue. This equals $ [see instruction 6] forevery $1,000 invested.

(4) For a mutual fund that has not yet filed amanagement report of fund performance,state the following:

The fund’s expenses are made up of themanagement fee, operating expenses andtrading costs. The [class’/series’] annualmanagement fee is [see instruction 7]% ofthe [class’/series’] value. Because this[class/series] is new, operating expensesand trading costs are not yet available.

(5) If the mutual fund pays an incentive fee thatis determined by the performance of themutual fund, provide a brief statementdisclosing the amount of the fee and thecircumstances in which the mutual fund willpay it.

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(6) Under the sub-heading “More about thetrailing commission”, state whether themanager of the mutual fund or anothermember of the mutual fund’s organizationpays trailing commissions. If trailingcommissions are paid, include a descriptionusing wording substantially similar to thefollowing:

The trailing commission is an ongoingcommission. It is paid for as long as youown the fund. It is for the services andadvice that your representative and theirfirm provide to you.

[Insert name of fund manager] pays thetrailing commission to your representative’sfirm. It is paid from the fund’s managementfee and is based on the value of yourinvestment. The rate depends on the salescharge option you choose.

(7) If applicable, disclose the range of the ratesof the trailing commission for each salescharge option disclosed under Item 1.2.

INSTRUCTIONS:

(1) If any fees or expenses otherwise payableby the mutual fund were waived orotherwise absorbed by a member of theorganization of the mutual fund, despitesection 15.1(2) of National Instrument 81-106 Investment Fund ContinuousDisclosure, only include a statement insubstantially the following words:

[Insert name of the manager of the mutualfund] waived some of the fund’s expenses.If it had not done so, the MER would havebeen higher.

(2) Use the same MER that is disclosed inItem 2 of Part I of this Form.

(2.1) If applicable, include a reference to anyfixed administration fees in themanagement expense ratio descriptionrequired in the table under Item 1.3(2).

(3) Use the trading expense ratio disclosed inthe most recently filed management reportof fund performance (MRFP) for the mutualfund.

(4) The amount included for fund expenses isthe amount arrived at by adding the MERand the trading expense ratio. Use a boldfont or other formatting to indicate that fundexpenses is the total of all ongoingexpenses set out in the chart and is not aseparate expense charged to the fund.

(5) Insert the date of the most recently filedmanagement report of fund performance.

(6) Insert the equivalent dollar amount of theongoing expenses of the fund for each$1,000 investment.

(7) The percentage disclosed for themanagement fee must correspond to thepercentage shown in the fee table in thesimplified prospectus.

(7.1) For a mutual fund that is required to includethe disclosure under subsection (4), in thedescription of the items that make up fundfees, include a reference to any fixedadministrative fees, if applicable. Alsodisclose the amount of the fixedadministration fee in the same manner asrequired for the management fee. Thepercentage disclosed for the fixedadministration fee must correspond to thepercentage shown in the fee table in thesimplified prospectus.

(8) In disclosing the range of rates of trailingcommissions for each sales charge option,show both the percentage amount and theequivalent dollar amount for each $1000investment.

1.4 Other Fees

(1) Under the sub-heading “Other fees”,provide an introduction using wordingsubstantially similar to the following:

You may have to pay other fees when youbuy, hold, sell or switch [units/shares] of thefund.

(2) Provide information about the amount offees, other than sales charges, payable byan investor when they buy, hold, sell orswitch units or shares of the mutual fund,substantially in the form of the followingtable:

Fee What you pay

(see instruction 1) (see instruction 2)

INSTRUCTIONS:

(1) Under this Item, it is necessary to includeonly those fees that apply to the particularclass or series of securities of the mutualfund. Examples include management feesand administration fees payable directly byinvestors, short-term trading fees, switchfees and change fees. This also includesany requirement for an investor toparticipate in a fee-based arrangement withtheir dealer in order to be eligible topurchase the particular class or series ofsecurities of the mutual fund. If there are noother fees associated with buying, holding,selling or switching units or shares of themutual fund, replace the table with astatement to that effect.

(2) Provide a brief description of each feedisclosing the amount to be paid as apercentage (or, if applicable, a fixed dollar

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amount) and state who charges the fee. Ifthe amount of the fee varies so that specificdisclosure of the amount of the fee cannotbe disclosed include, where possible, thehighest possible rate or range for that fee.

Item 2 – Statement of Rights

Under the heading “What if I change my mind?”,state using wording substantially similar to thefollowing:

Under securities law in some provinces andterritories, you have the right to:

withdraw from an agreement to buy mutualfunds within two business days after youreceive a simplified prospectus or Fund Factsdocument, or

cancel your purchase within 48 hours afteryou receive confirmation of the purchase.

In some provinces and territories, you also havethe right to cancel a purchase, or in somejurisdictions, claim damages, if the simplifiedprospectus, annual information form, Fund Factsdocument or financial statements contain amisrepresentation. You must act within the timelimit set by the securities law in your province orterritory.

For more information, see the securities law of yourprovince or territory or ask a lawyer.

Item 3 – More Information About the Fund

(1) Under the heading “For more information”,state using wording substantially similar tothe following:

Contact [insert name of the manager of themutual fund] or your representative for acopy of the fund’s simplified prospectus andother disclosure documents. Thesedocuments and the Fund Facts make up thefund’s legal documents.

(2) State the name, address and toll-freetelephone number of the manager of themutual fund. If applicable, also state theemail address and website of the managerof the mutual fund.

(3) State using wording substantially similar tothe following:

To learn more about investing in mutualfunds, see the brochure Understandingmutual funds, which is available on thewebsite of the Canadian SecuritiesAdministrators at www.securities-administrators.ca .

http://www.securities-administrators.ca/

http://www.securities-administrators.ca/

Companion Policy 81-101CP

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COMPANION POLICY 81-101CP TONATIONAL INSTRUMENT 81-101

MUTUAL FUND PROSPECTUS DISCLOSURE

TABLE OF CONTENTS

PART TITLE

PART 1 PURPOSE OF THE COMPANION POLICY

1.1 Purpose of the Companion Policy

PART 2 PURPOSE AND GENERAL APPROACH OFTHE INSTRUMENT

2.1 Purpose of the Instrument2.1.1 Fund Facts Document2.2 Simplified Prospectus2.3 Annual Information Form2.4 Financial Statements and Management

Reports of Fund Performance2.5 Filing and Delivery of Documents2.5.1 Personal Information Forms2.6 Supporting Documents2.7 Amendments2.8 Websites

PART 3 PLAIN LANGUAGE AND PRESENTATION

3.1 Plain Language3.2 Presentation

PART 4 THE MULTIPLE SP

4.1 General Provisions Relating to aMultiple SP

4.2 Adding Additional Funds to a MultipleSP

PART 4.1 THE FUND FACTS DOCUMENT

4.1.1 General Purposes4.1.2 Multiple Class Mutual Funds4.1.3 Filings4.1.4 Additional Information4.1.5 Format

PART 5 THE SIMPLIFIED PROSPECTUS

5.1 General Purposes5.2 Catalogue Approach5.2.1 Accessibility of a Simplified Prospectus5.3 Additional Information5.4 Inclusion of Educational Material5.5 Format

PART 6 THE ANNUAL INFORMATION FORM

6.1 General Purposes6.2 Deleted6.3 Consolidation of Annual Information

Forms6.4 Additional Material

PART 7 DELIVERY

7.1 Delivery of the Fund Facts Document,Simplified Prospectus and AnnualInformation Form

7.2 Pre-Sale Delivery of the Fund FactsDocument

7.3 Post-Sale Delivery of the Fund FactsDocument

7.4 Methods of Delivery7.5 Consolidation of Fund Facts Documents7.6 Preparation of Disclosure Documents in

Other Languages7.7 Delivery of Documents by a Mutual

Fund7.8 Delivery of Separate Part A and Part B

Sections7.9 Delivery of Non-Educational Material

PART 8 COMMENTARY ON INVESTMENT ANDRELATED DISCLOSURE

8.1 Investment Disclosure8.2 Portfolio Advisers

PART 9 NEED FOR MULTIPLE OR SEPARATEAPPLICATIONS

9.1 Need for Multiple or SeparateApplications

PART 10 EXEMPTIONS

10.1 Applications involving Novel orSubstantive Issues

APPENDIX A – Sample Fund Facts Document

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COMPANION POLICY 81-101CP TONATIONAL INSTRUMENT 81-101

MUTUAL FUND PROSPECTUS DISCLOSURE

PART 1 – PURPOSE OF THE COMPANION POLICY

1.1 Purpose of the Companion Policy - The purposeof this Companion Policy is to state the views of theCanadian Securities Administrators (CSA or we) onvarious matters relating to the Instrument,including,

(a) a discussion of the general approach takenby the CSA in, and the general regulatorypurpose for, the Instrument;

(b) explanation and discussion of various partsof the Instrument; and

(c) examples of some matters described in theInstrument.

PART 2 – PURPOSE AND GENERAL APPROACH OFTHE INSTRUMENT

2.1 Purpose of the Instrument

(1) The purpose of the Instrument is to ensurethat the offering disclosure regime formutual funds provides investors withdisclosure documents that clearly andconcisely state information that investorsshould consider in connection with aninvestment decision about the mutual fund,while recognizing that different investorshave differing needs in receiving disclosure.

(2) The disclosure regime for mutual funds isbuilt on two main principles:

providing investors with keyinformation about a mutual fund; and

providing the information in a simple,accessible and comparable format.

(3) We use the following approaches in theInstrument to achieve the principles referredto in subsection (2):

1. The Instrument has been designed sothat fund companies prepare offeringdisclosure documents that investorswould find helpful in makinginvestment decisions.

2. The Instrument contemplates the useof three disclosure documents by amutual fund:

a simplified prospectus;

an annual information form; and

a summary document called the‘fund facts’, which contains keyinformation about a mutual fund.

Together with the financial statements,the management reports of fundperformance and other documentsincorporated by reference, these

documents contain full, true and plaindisclosure about the mutual fund.

3. Subsection 4.1(1) of the Instrumentrequires that the simplified prospectus,annual information form and fund factsdocument be prepared using plainlanguage and in a format that assistsin readability and comprehension. TheInstrument and related forms providedetailed requirements on the contentand format of these documents.

(4) Mutual funds, managers and participants inthe mutual fund industry should preparedisclosure documents and carry out deliveryin a manner that is consistent with the spiritand intent of the Instrument.

2.1.1 Fund Facts Document

(1) The Instrument requires that the fund factsdocument be in plain language, be nolonger than 4 pages in length, and highlightkey information important to investors,including performance, risk and cost. Thefund facts document is incorporated byreference into the simplified prospectus.

(2) The Instrument and Form 81-101F3 set outdetailed requirements on the content andformat of a fund facts document, whileallowing some flexibility to accommodatedifferent kinds of mutual funds. Therequirements are designed to ensure thatthe information in a fund facts document ofa mutual fund is clear, concise,understandable and easily comparable withinformation in the fund facts document ofother mutual funds.

(3) To help write the fund facts document inplain language, mutual fund companies canuse the Flesch-Kincaid methodology toassess the readability of a fund factsdocument. The Flesch-Kincaid grade levelscale is a methodology that rates thereadability of a text to a correspondinggrade level and can be determined by theuse of Flesch-Kincaid tests built intocommonly used word processing programs.The CSA will generally consider a gradelevel of 6.0 or less on the Flesch-Kincaidgrade level scale to indicate that a fundfacts document is written in plain language.For French-language documents, mutualfund companies may wish to consider usingother appropriate readability tools.

(4) The Instrument requires delivery of the fundfacts document, which satisfies theprospectus delivery requirements underapplicable securities legislation. The CSAalso encourages the use and distribution ofthe fund facts document as a key part of thesales process in helping to inform investorsabout mutual funds they are considering forinvestment.


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(5) The CSA generally consider volatility to bea suitable basis for determining theinvestment risk rating of a mutual fund. Forthis reason, Form 81-101F3 prescribesspecific disclosure in the fund factsdocument explaining how volatility can beused as a measure to gauge the risk of aninvestment. If the disclosure is notcompatible with the specific investment riskclassification methodology that is used bythe manager of the mutual fund, the CSAwill consider applications for relief from Item4 of Form 81-101F3. In making theapplication, the manager must demonstratethe suitability of using an alternativemeasure in determining the investment riskrating of its mutual fund. The applicationmust also provide sample disclosure inplace of the prescribed disclosure thatwould assist investors in understanding theinvestment risk rating of the mutual fund.

2.2 Simplified Prospectus

(1) A simplified prospectus is the prospectus forthe purposes of securities legislation. Whilethe Instrument requires delivery of a fundfacts document to an investor in connectionwith a purchase, an investor may alsorequest delivery a copy of the simplifiedprospectus, or any other documentsincorporated by reference into the simplifiedprospectus.

(2) The Instrument and Form 81-101F1 set outdetailed requirements on the content andformat of a simplified prospectus. Therequirements enable the information abouta mutual fund to be clear, concise,understandable, well-organized and toeasily compare one mutual fund withanother.

2.3 Annual Information Form

(1) The Instrument requires that asupplemental disclosure document, theannual information form, be provided to anyperson on request. The annual informationform is incorporated by reference into thesimplified prospectus.

(2) Information contained in the relatedsimplified prospectus will generally not berepeated in an annual information formexcept as necessary to make the annualinformation form comprehensible as anindependent document. In general, anannual information form is intended toprovide disclosure about different mattersthan those discussed in the fund factsdocument and simplified prospectus, suchas information concerning the internaloperations of the manager of the mutualfund, which may be of assistance or interestto some investors.

(3) The Instrument and Form 81-101F2 allowfor more flexibility in the preparation of anannual information form than is the casewith a simplified prospectus and fund factsdocument. The requirements for the orderof disclosing information are less stringentfor an annual information form than for afund facts document or a simplifiedprospectus. An annual information formmay include information not specificallyrequired by Form 81-101F2.

2.4 Financial Statements and Management Reportsof Fund Performance

The Instrument requires that the mutual fund’smost recently audited financial statements, anyinterim financial reports filed after those auditedstatements, the mutual fund’s most recently filedannual management report of fund performanceand any interim management report of fundperformance filed after that annual managementreport be provided upon request to any person orcompany requesting them. Like the fund factsdocument and the annual information form, thesefinancial statements and management reports offund performance are incorporated by referenceinto the simplified prospectus. The result is thatfuture filings of these documents will beincorporated by reference into the simplifiedprospectus, while superseding the financialstatements and management reports of fundperformance previously filed.

2.5 Filing and Delivery of Documents

(1) Section 2.3 of the Instrument distinguishesbetween documents that are required bysecurities legislation to be “filed” with thesecurities regulatory authority or regulatorand those that must be “delivered” or “sent”to the securities regulatory authority orregulator. Documents that are “filed” are onthe public record. Documents that are“delivered” or “sent” are not necessarily onthe public record. All documents required tobe filed under the Instrument must be filedin accordance with National Instrument 13-101 System for Electronic DocumentAnalysis and Retrieval (SEDAR).

(2) Section 1.1 of the Instrument defines“business day” as any day other than aSaturday, Sunday or a statutory holiday. Insome cases, a statutory holiday may onlybe a statutory holiday in one jurisdiction.The definition of business day should beapplied in each local jurisdiction in which aprospectus is being filed. For example,section 5.1.2 of the Instrument states thatthe date of the certificate in a simplifiedprospectus must be within 3 business daysbefore the filing of the simplified prospectus.The certificates in the simplified prospectusare dated Day 1. Day 2 is a statutoryholiday in Québec but not in Alberta. If thesimplified prospectus is filed in both Alberta


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and Québec, it must be filed no later thanDay 4 in order to comply with therequirement in section 5.1.2 of theInstrument, despite the fact that Day 2 wasnot a business day in Québec. If thesimplified prospectus is filed only inQuébec, it could be filed on Day 5.

Personal Information Forms

2.5.1 (1) If mutual funds are relying upon a previouslydelivered personal information form orpredecessor personal information form,mutual funds are reminded that the responsesto certain questions in the form must still becorrect. Accordingly, in order to meet theserequirements mutual funds should obtainappropriate confirmations from the individualconcerned.

(2) Paragraphs 2.3(1.1)(c) and 2.3(2.1)(c) of theInstrument require that in certaincircumstances a mutual fund deliver a copy ofa previously delivered personal informationform, or “alternative information that issatisfactory to the regulator”. Ourinterpretation of what would potentially bealternative information that is satisfactory tothe regulator is, with respect to the previousdelivery of an individual’s personal informationform, the System for Electronic DocumentAnalysis and Retrieval (SEDAR) projectnumber and name of the issuer. In mostcases this information will be sufficient. Staffwill contact mutual funds in cases where it isnot. Mutual funds wishing to proceed in thismanner should provide the information in thecover letter for the preliminary or pro formasimplified prospectus.

(3) If a mutual fund is delivering a copy of apreviously delivered personal information formpursuant to paragraphs 2.3(1.1)(c) and2.3(2.1)(c) of the instrument, the mutual fundshould deliver it as a personal informationform on SEDAR, in the same way that a newpersonal information form would be delivered.

2.6 Supporting Documents

(1) [Repealed]

(2) Subsection 2.3(6) of the Instrument permitscertain material contracts to be filed withcertain commercial or financial informationdeleted in order to keep this informationconfidential. For example, specific fees andexpenses and non-competition clausescould be kept confidential under thisprovision. In these cases, the benefits ofdisclosing the information to the public areoutweighed by the potentially adverseconsequences to mutual fund managersand portfolio advisers. However, the basicterms of these agreements must beincluded in the contracts that are filed, suchas provisions relating to the term andtermination of the agreements and the

rights and responsibilities of the parties tothe agreements.

2.7 Amendments

(1) Paragraph 2.1(1)(d) of the Instrumentrequires an amendment to an annualinformation form to be filed whenever anamendment to a simplified prospectus isfiled. Similarly, subsection 2.3(5.1) of theInstrument requires an amendment to anannual information form to be filedwhenever an amendment to a fund factsdocument is filed. If the substance of theamendment to the fund facts document orto the simplified prospectus would notrequire a change to the text of the annualinformation form, the amendment to theannual information form would consist onlyof the certificate page referring to themutual fund to which the amendment to thefund facts document or the simplifiedprospectus pertains.

(2) Paragraph 2.1(1)(e) of the Instrumentrequires a mutual fund to file an amendmentto a fund facts document when a materialchange to the mutual fund occurs thatrequires a change to the disclosure in thefund facts document. This mirrors therequirement in paragraph 11.2(1)(d) ofNational Instrument 81-106 InvestmentFund Continuous Disclosure. We would notgenerally consider changes to the top 10investments, investment mix or year-by-year returns of the mutual fund to bematerial changes. We would generallyconsider changes to the mutual fund’sinvestment objective or risk level to bematerial changes under securitieslegislation.

(2.1) General Instruction (8.1) of Form 81-101F3permits a mutual fund to disclose a materialchange and proposed fundamental change,such as a proposed merger, in an amendedand restated fund facts document. Wewould permit flexibility in selecting theappropriate section of the amended andrestated fund facts document to describethe material change or proposedfundamental change. However, we alsoexpect that the variable sections of the fundfacts document, such as the Top 10investments and investment mix, to beupdated within 60 days before the date ofthe fund facts document. In addition, if amutual fund completes a calendar year orfiles a management report of fundperformance prior to the filing of theamended and restated fund facts document,we expect the fund facts document to reflectthe updated information.

(3) A commercial copy of an amended andrestated simplified prospectus and annualinformation form can be created by


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reprinting the entire document or by puttingstickers on an existing document thatprovide the new text created by theamendment. If stickers are used, onesticker will be required for the substance ofthe amendments and a separate sticker willbe required for the cover page of thedocument that describes the type and dateof the document, as applicable.

(4) Subsection 2.2(4) of the Instrument requiresthat any amendment to a fund factsdocument can only take the form of anamended and restated fund facts document.Accordingly, the commercial copy of anamended and restated fund facts documentcan only be created by reprinting the entiredocument.

(5) The requirements in section 2.2 of theInstrument apply to an amendment to a fullsimplified prospectus and to an amendmentonly to a Part A or Part B section of asimplified prospectus in cases where thePart A and Part B sections are boundseparately. Section 2.2 of the Instrumentrequires amendments to various parts of amultiple SP to be evidenced as follows:

1. Multiple SP with Part A and the PartB sections bound together. Anamendment to either or both of thePart A or Part B sections could be inthe form of a free standing amendinginstrument that would be delivered toinvestors with the rest of the multipleSP. The amending instrument wouldbe identified, in accordance withsubsection 2.2(3) of the Instrument, as“Amendment No. [insert number],dated [date of amendment] to thesimplified prospectus document for the[name of funds] dated [date of originaldocument]”. Or, the amendment couldbe in the form of a restated andamended multiple SP document,identified as such in accordance withsubsection 2.2(3).

2. Multiple SP with Part A and the PartB sections bound separately. Ifthere is an amendment to the Part Asection of the document but not to aPart B section, the amendment couldbe in the form of an amendingdocument or an amended andrestated Part A document. Anamending document could beidentified as “Amendment No. [insertnumber], dated [date of amendment],to the Part A section of the simplifiedprospectuses of the [name of funds]dated [original date of multiple SP]”,and the amended and restated Part Adocument could be identified as“Amended and Restated Simplified

Prospectuses dated [date ofamendment] of the [name of funds],amending and restating the SimplifiedProspectuses dated [original date ofdocument]”.

3. In the circumstances described inparagraph 2 above, no amendment isrequired to be made to the Part Bsections of the multiple SP. The footerthat is required by Item 1 of Part B ofForm 81-101F1 to be on the bottom ofeach page of a Part B section willcontinue to show the date of theoriginal Part A document. For thisreason, the amended Part A documentmust be identified in a way that showsthe date of the amendments and theoriginal date of the document so thatinvestors know that it relates to thecorresponding Part B sections.

4. If there is an amendment to a Part Bsection of a multiple SP with Part Aand Part B sections bound separatelythe amendment must be made by wayof an amended and restated Part Bdocument, whether or not anamendment is being made to the PartA section. If no amendment to the PartA section is being made, noamendment is required to the Part Adocument. The amended and restatedPart B document will include astatement in the footer required byItem 1 of Part B of Form 81-101F1 thatidentifies the document as a documentthat amends and restates the originalPart B document.

(6) Subsection 2.2(4) of the Instrument requiresan amendment to a fund facts document tobe in the form of an amended and restatedfund facts document. An amended fundfacts document does not have to beotherwise identified, except for the date ofthe amendment.

(7) An amendment to a prospectus of a mutualfund, even if it amends and restates theprospectus, does not change the date underCanadian securities legislation by which themutual fund must renew the prospectus.That date, which is commonly referred to asthe “lapse date” for the prospectus, remainsthat date established under securitieslegislation. An amendment to a fund factsdocument will also not change the lapsedate for a prospectus.

(8) Securities legislation says that a person orcompany must not distribute securities,unless a preliminary prospectus and aprospectus have been filed and receiptshave been issued by the securitiesregulatory authority or regulator. Thisrequirement also applies to mutual funds. If


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a mutual fund adds a new class or series ofsecurities to a simplified prospectus that isreferable to a new separate portfolio ofassets, a preliminary simplified prospectusmust be filed, together with a preliminaryannual information form and preliminaryfund facts document. However, if the newclass or series of securities is referable toan existing portfolio of assets, the new classor series may be added by an amendmentto the simplified prospectus. In this case, apreliminary fund facts document for the newclass or series must still be filed, as set outin subparagraph 2.1(1)(d)(iii) of theinstrument.

2.8 Websites

Section 2.3.1 of the Instrument requires a mutualfund to post its fund facts document to the websiteof the mutual fund, the mutual fund’s family or themanager of the mutual fund, as applicable. A fundfacts document should remain on the website atleast until the next fund facts document for themutual fund is posted. A fund facts document mustbe displayed in an easily visible and accessiblelocation on the website. It should also bepresented in a format that is convenient for bothreading online and printing on paper.

PART 3 – PLAIN LANGUAGE AND PRESENTATION

3.1 Plain Language

Subsection 4.1(1) of the Instrument requires that asimplified prospectus, annual information form andfund facts document be written in plain language.The reason for using “plain language” is tocommunicate in a way that the audience couldimmediately understand what you tell them. Theplain language approach focuses on the needs andabilities of the audience to ensure that the contentof a communication is relevant, the organization ofthe information is logical, the language isappropriate and the presentation is visuallyappealing.

Mutual funds should consider the following plainlanguage techniques in preparing their documents:

Organize the document into clear, concisesections, paragraphs and sentences.

Use:

common everyday words

technical, legal and business termsonly when unavoidable and provideclear and concise explanations forthem

the active voice

short sentences and paragraphs

a conversational and personal tone

examples and illustrations to explainabstract concepts.

Avoid:

superfluous words

unnecessary technical, legal andbusiness jargon

vague boilerplate wording

glossaries and defined terms unlessthey aid in understanding thedisclosure

abstractions by using more concreteterms or examples

excessive detail

multiple negatives.

3.2 Presentation

(1) Subsection 4.1(1) of the Instrument requiresthat a simplified prospectus, annualinformation form and fund facts documentbe presented in a format that assists inreadability and comprehension. TheInstrument and related forms also set outcertain aspects of a simplified prospectus,annual information form and fund factsdocument that must be presented in arequired format, requiring some informationto be presented in the form of tables, chartsor diagrams. Within these requirements,mutual funds have flexibility in the formatused for simplified prospectuses, annualinformation forms and fund factsdocuments.

The formatting of documents can contributesubstantially to the ease with which thedocument can be read and understood.Mutual funds should consider using thefollowing formatting ideas when preparingtheir documents:

reasonably-sized, easy-to-readtypefaces

headings that are clearly differentiatedfrom the body text

bulleted or numbered lists

margins, boxes or shading to highlightinformation or for supplementaryinformation

tables, graphs and diagrams forcomplex information

“question and answer” format toorganize information

sufficient white space on each page

images, colour, lines and othergraphical elements

avoiding the use of upper-case, bold,italic or underlining in blocks of text

avoiding full-justified margins.


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(2) We think documents would be easier toread and understand with the use of thedesign features set out in subsection (1).The use of logos and pictures thataccurately depict aspects of the mutual fundindustry, the mutual fund or mutual fundfamily or products and services offered bythe mutual fund family may also aid incomprehension and readability. Howeverwe think that an excessive use or crowdingof design features might make thedocuments more difficult to read orunderstand.

(3) On occasion, we have seen amendments tosimplified prospectuses prepared in highlylegal and technical styles. For example,some amendments merely referencespecific lines or sections of a simplifiedprospectus that are being amended, withoutproviding the reader with a restated sectionor an explanation for the changes. Inaddition, some amendments have beenpresented in the form of photocopies ofsome other documents, such as meetingmaterials, with the word “amendment”written on the top of the photocopy. Wethink that these approaches areinappropriate ways of amending a simplifiedprospectus or annual information formunder the Instrument.

Material changes to mutual funds must bedescribed in a format that assists inreadability and comprehension, as requiredby subsection 4.1(1) of the Instrument.Amendments should be expressed clearly,and in a manner that enables the reader toeasily read and understand both theamendment and the revised sections of therelevant document. This manner ofexpression may require the preparation ofeither an amended and restated simplifiedprospectus or annual information form or aclearly worded amendment insert for theexisting simplified prospectus or annualinformation form. Any amendment to a fundfacts document must be in the form of anamended and restated fund facts document.

PART 4 – THE MULTIPLE SP

4.1 General Provisions Relating to a Multiple SP

(1) A consolidated “simplified prospectus”pertaining to a number of mutual funds is inlaw a number of separate simplifiedprospectuses, one simplified prospectus foreach mutual fund. Further, a receipt issuedby the securities regulatory authority orregulator in connection with a consolidated“simplified prospectus” in law represents aseparate receipt for the simplifiedprospectus pertaining to each mutual fund.The Instrument and Form 81-101F1 makeclear that a simplified prospectus under theInstrument pertains to one mutual fund and

use the term “multiple SP” to refer to adocument that contains more than onesimplified prospectus.

(2) Under the Instrument, a simplifiedprospectus consists of two sections: aPart A section, which provides introductoryinformation about the mutual fund, generalinformation about mutual funds andinformation applicable to the mutual fundsmanaged by the mutual fund organization,and a Part B section, which containsspecific information about the mutual fund.

(3) The Instrument states that simplifiedprospectuses must not be consolidated toform a multiple SP unless the Part Asection of each simplified prospectus issubstantially similar. We think the term“substantially similar” would be applicable inthis context if there is a high degree ofsimilarity among the Part A sections of thesimplified prospectuses that are proposedto be consolidated. This option would beavailable generally to mutual funds in thesame mutual fund family that areadministered by the same entities andoperated in the same manner. There maybe some deviation among the disclosurethat would be provided for some of themutual funds; those deviations have beenlargely contemplated by Form 81-101F1.

(4) In order to maximize flexibility for mutualfund organizations and improve theaccessibility of disclosure provided toinvestors, the Instrument allows the Part Bsections of a multiple SP to be boundseparately from the Part A section. Inaddition, the Instrument permits the physicalseparation of each Part B section thatpertains to a different mutual fund. Thiswould permit an investor to be provided witha Part A section that described the mutualfund family and mutual fund organizationgenerally, and only the mutual fund-specificdisclosure that relates to the mutual fund ormutual funds in which the investor isinterested. This approach could permit a“back pocket” approach in which the Part Bsections of a simplified prospectus could beinserted in a pocket of the Part A section ofthe document.

(5) The Instrument contains no restrictions onhow many simplified prospectuses can beconsolidated into a multiple SP.

4.2 Adding Additional Funds to a Multiple SP

(1) Mutual funds may create and file adocument that contains both a pro formasimplified prospectus and a preliminarysimplified prospectus in order to include thedisclosure of a new mutual fund indocuments that already pertain to existingmutual funds.


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(2) A new mutual fund may be added to amultiple SP that contains final simplifiedprospectuses. In this case, an amendedmultiple SP and multiple AIF containingdisclosure of the new mutual fund, as wellas a new fund facts document for eachclass or series of the new mutual fundwould be filed. The preliminary filing wouldconstitute the filing of a preliminarysimplified prospectus, annual informationform and fund facts document for the newmutual fund, and a draft amended andrestated simplified prospectus and annualinformation form for each existing mutualfund. The final filing of documents wouldinclude a simplified prospectus, annualinformation form and fund facts documentfor the new mutual fund, and an amendedand restated simplified prospectus andannual information form for each previouslyexisting mutual fund. An amendment to anexisting fund facts document wouldgenerally not be necessary.

(3) An amendment to a prospectus of a mutualfund does not change the “lapse date” ofthe prospectus under Canadian securitieslegislation. Mutual funds are encouraged topay particular attention to this issue whenfollowing the procedures described insubsection (2).

PART 4.1 – THE FUND FACTS DOCUMENT

4.1.1 General Purposes

The general purposes of the offering disclosureregime for mutual funds and of the fund factsdocument are described in section 2.1 of thisPolicy.

This Part provides guidance to preparers of thefund facts document in meeting those purposes.

A sample fund facts document is set out inAppendix A to this Policy. The sample is providedfor illustrative purposes only.

4.1.2 Multiple Class Mutual Funds

The purpose for the requirements on the contentand format of a fund facts document is to giveinvestors the opportunity to easily compare the keyinformation of one mutual fund to another. Formany mutual funds, the class or series may affectnot only the management expense ratio andperformance, but a number of other considerationsas well, such as minimum investment amounts,distributions, suitability, dealer compensation andsales charge options. For this reason, theInstrument requires a fund facts document to beprepared for each class and each series of amutual fund that is referable to the same portfolioof assets.

4.1.3 Filings

(1) Section 2.1 of the Instrument requires that afund facts document for each class and

series of the securities of a mutual fund befiled concurrently with the mutual fund’ssimplified prospectus and annualinformation form.

(2) The most recently filed fund facts documentfor a mutual fund is incorporated byreference into the simplified prospectusunder section 3.1 of the Instrument, with theresult that any fund facts document filedunder the Instrument after the date ofreceipt for the simplified prospectussupersedes the fund facts documentpreviously filed.

(3) Section 2.3.1 of the Instrument requires afund facts document filed under Part 2 ofthe Instrument to be posted by the mutualfund to the website of the mutual fund, themutual fund’s family or the manager of themutual fund. Only a final fund factsdocument filed under the Instrument shouldbe posted to a website. A preliminary or proforma fund facts document, for example,should not be posted.

4.1.4 Additional Information

Paragraph 4.1(3)(d) of the Instrument requires afund facts document to include only informationthat is specifically mandated or permitted by therequired Form 81-101F3.

4.1.5 Format

The Instrument requires a mutual fund to use theheadings and sub-headings stipulated in theInstrument and Form 81-101F3.

PART 5 – THE SIMPLIFIED PROSPECTUS

5.1 General Purposes

The general purposes of a simplified prospectusare described in section 2.1 of this Policy. ThisPart provides guidance to preparers of simplifiedprospectuses in meeting those purposes.

5.2 Catalogue Approach

The Instrument requires that a multiple SP mustpresent the fund-specific, or Part B, disclosureabout each fund using a catalogue approach. Thatis, the disclosure about each mutual fund must bepresented separately from the disclosure abouteach other mutual fund.

5.2.1 Accessibility of a Simplified Prospectus

Mutual funds, managers, and dealers shouldencourage investors who want more informationabout a mutual fund to request and read thesimplified prospectus and any of the documentsincorporated by reference into the simplifiedprospectus. The Instrument requires that asimplified prospectus or any of the documentsincorporated by reference be sent within threebusiness days of a request.


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5.3 Additional Information

(1) Paragraph 4.1(2)(a) of the Instrumentprovides that a simplified prospectus mustprovide all information briefly and concisely.Paragraph 4.1(2)(e) of the Instrumentrequires that a simplified prospectus mustinclude only educational material orinformation that is specifically mandated orpermitted by Form 81-101F1.

(2) Deleted

(3) Item 12 of Part A and Item 14 of Part B ofForm 81-101F1 permit disclosure ofinformation required or permitted bysecurities legislation or by an order or rulingof the securities regulatory authoritypertaining to the mutual fund that is nototherwise required to be disclosed byForm 81-101F1. This addition has beenmade to ensure that such information is nottechnically prohibited from being included ina simplified prospectus byparagraph 4.1(2)(e) of the Instrument.Instruction (1) to Item 12 of Part A ofForm 81-101F1 contains examples of thetype of disclosure that may be appropriatelyincluded under these Items.

5.4 Inclusion of Educational Material

(1) Paragraph 4.1(2)(e) of the Instrumentpermits educational material to be includedin a simplified prospectus. There are norequirements on the location of anyeducational material. However, the CSAthinks that educational material will be moreuseful if placed close to mandateddisclosure to which it substantively relates.

(2) Educational material contained in asimplified prospectus is subject to thegeneral requirements of the Instrument andshould be presented in a manner consistentwith the rest of the simplified prospectus.That is, the educational material should beconcise, clear and not detract from theclarity or presentation of the information inthe simplified prospectus.

(3) The definition of “educational material”contained in section 1.1 of the Instrumentexcludes material that promotes a particularmutual fund or mutual fund family, or theproducts or services offered by the mutualfund or mutual fund family. A mutual fund,mutual fund family or those products orservices may be referred to in educationalmaterial as an example if the referencedoes not promote those entities, products orservices. Mutual funds should ensure thatany material included within, attached to orbound with a simplified prospectus iseducational material within the meaning ofthis definition.

5.5 Format

A simplified prospectus must use the headings andspecified sub-headings exactly as they are set outin the Instrument. If no sub-headings are specified,a simplified prospectus may include additional sub-headings under the required headings.

PART 6 – THE ANNUAL INFORMATION FORM

6.1 General Purposes

The general purposes of an annual informationform are described in section 2.1 of this Policy.This Part provides guidance to preparers of annualinformation forms in meeting those purposes.

6.2 Deleted.

6.3 Consolidation of Annual Information Forms

Subsection 5.4(1) of the Instrument requires theconsolidation of annual information forms into amultiple AIF if the related simplified prospectusesare consolidated into a multiple SP. It is noted thatthe Instrument does not prevent the consolidationof annual information forms even if the relatedsimplified prospectuses are not consolidated.Therefore, a mutual fund organization mayprepare, for instance, one multiple AIF that pertainsto all of its mutual funds, even if the prospectusesfor those mutual funds are not fully or even partiallyconsolidated.

6.4 Additional Material

(1) The Instrument and AIF Form do notprohibit the inclusion in an annualinformation form of information notspecifically required by the AIF Form.Among other things, a mutual fund maytherefore include educational information inan annual information form. Additionalmaterial in an annual information form is,however, subject to the generalrequirements contained in subsection 4.1(1)of the Instrument that all information mustbe presented in plain language and in aformat that assists in readability andcomprehension.

(2) If a mutual fund includes additionalinformation, such as educational material, inan annual information form, that materialshould not be included primarily for purposeof promotion. An annual information form isdesigned to be easily understandable toinvestors and less legalistic in its draftingthan traditional prospectuses, but it stillconstitutes part of a prospectus undersecurities legislation.


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PART 7 – DELIVERY

Editor’s Note: Part 7 is replaced with the following, whichcame into force on March 11, 2015. Certain partsof Part 7 will be applicable when the pre-saledelivery of Fund Facts requirement takes effect onMay 30, 2016.

7.1 Delivery of the Simplified Prospectus andAnnual Information Form

The Instrument contemplates delivery to allinvestors of a fund facts document in accordancewith the requirements in securities legislation. Itdoes not require the delivery of the simplifiedprospectus, or any other documents incorporatedby reference into the simplified prospectus, unlessrequested. Mutual funds or dealers may alsoprovide investors with any of the other disclosuredocuments incorporated by reference into thesimplified prospectus.

7.2 Pre-Sale Delivery of the Fund Facts Document

(1) The Instrument requires a fund factsdocument to be delivered before a dealeraccepts an instruction for the purchase of asecurity of a mutual fund. The purpose ofpre-sale delivery of a fund facts document isto provide a purchaser with key informationabout the mutual fund that will inform apurchase decision. What constitutes“before” is intended to be flexible, providedit occurs within a reasonable timeframebefore the purchaser’s instruction topurchase. Accordingly, the Canadiansecurities regulatory authorities wouldgenerally expect that delivery of a fund factsdocument will occur within a timeframe thatprovides a purchaser with a reasonableopportunity to consider the information inthe fund facts document before proceedingwith the transaction. It should not bedelivered so far in advance of the purchaseof a security of a mutual fund that thedelivery cannot be said to have anyconnection with the purchaser’s instructionto purchase the mutual fund.

(2) Where a purchaser has already received afund facts document for a particular class orseries of securities of a mutual fund, it is notnecessary to deliver to the purchaseranother fund facts document for asubsequent purchase of that same class orseries of securities of a mutual fund, unlessa more recent version of the fund factsdocument has been filed.

7.3 Post-Sale Delivery of the Fund Facts Document

(1) While the Instrument generally requires pre-sale delivery of the fund facts document, italso sets out specific requirements thatwould permit post-sale delivery of the fundfacts document in circumstances where thepurchaser has indicated that they requirethe purchase of a security of a mutual fund

to be completed immediately, or by aspecified time, and it is not reasonablypracticable for the dealer to effect pre-saledelivery of the fund facts document withinthe timeframe specified by the purchaser.

(2) The requirements for post-sale delivery ofthe fund facts document are set out insection 3.2.02 and should be interpretedconsistently with the dealer’s general dutiesto act fairly, honestly and in good faith andto establish and maintain a compliancesystem in accordance with securitieslegislation. Accordingly, the Canadiansecurities regulatory authorities expectdealers will adapt their business models tocomply with the general requirement forpre-sale delivery of the fund factsdocument.

(3) Section 3.2.02 requires dealers to provide asummary of the information contained in thefund facts document. This should includedescribing the purpose of the fund factsdocument, the type of information itcontains, and advising purchasers that theyare entitled to receive and review the fundfacts document before the purchase of asecurity of a mutual fund. Where thepurchaser consents to post-sale delivery ofthe fund facts document, dealers arerequired to provide verbal disclosure ofcertain information contained in the fundfacts document. This would include adescription of the fundamental features ofthe mutual fund and what it primarily investsin, as well as the investment risk level of themutual fund. The Canadian securitiesregulatory authorities would not generallyconsider it necessary to disclose theinformation included in the fund factsdocument under “Top 10 investments” or“Investment mix”. In disclosing the suitabilityof the mutual fund for particular investors,dealers would be required to describe thecharacteristics of the investor for whom themutual fund may or may not be anappropriate investment, and the portfoliosfor which the mutual fund is and is notsuited. In terms of providing an overview ofany costs associated with buying, sellingand owning the mutual fund, the informationprovided should, at a minimum, include adiscussion of any applicable sales charges,as well as ongoing fund expenses (e.g.,MER and TER), and any applicable trailingcommissions. Information related to salescharges and trailing commissions is alsorequired as part of pre-trade disclosurerequirements set out in National Instrument31-103 Registration Requirements,Exemptions and Ongoing RegistrantObligations. Finally, dealers would also berequired to provide purchasers with asummary of any applicable right to withdrawfrom a purchase within two days after


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receipt of the fund facts document and torescind a purchase within 48 hours afterreceipt of the trade confirmation for thepurchase. This latter requirement isintended to alert purchasers to the fact thatthey will have an opportunity to consider theinformation in the fund facts document thatwill be delivered or sent post-sale and,based on that information, determinewhether they want to cancel their purchaseof the mutual fund securities at that time.

(4) Where a purchaser consents to receivedelivery of the fund facts document afterentering into the purchase of a security of amutual fund, the consent will only be validfor the particular transaction. A dealercannot rely on a blanket consent from apurchaser to carry out post-sale delivery ofthe fund facts document for other purchasesof mutual fund securities.

(5) In accordance with existing practices,dealers must establish internal policies andprocedures to ensure delivery of the fundfacts document occurs in accordance withPart 3. Dealers must maintain evidence ofdelivery of the fund facts document, as wellas receipt of purchaser consents to receivedelivery of the fund facts document afterentering into the purchase of a security of amutual fund. Dealers must also maintainadequate records to evidence thatsatisfactory disclosure about the fund factsdocument has been provided to purchasersin compliance with section 3.2.02. Suchrecords should also indicate why delivery ofthe fund facts document was impracticablein the circumstances. The Canadiansecurities regulatory authorities expect thatdealers will follow their current practices tomaintain evidence of required disclosures tosufficiently document delivery of the fundfacts document.

(6) The Instrument does not specify a particularmanner of evidencing a purchaser’sconsent to allow delivery of the fund factsdocument after entering into the purchaseof a security of a mutual fund. In particular,the Instrument does not require dealers toobtain written consent from clients. TheCanadian securities regulatory authoritiesexpect that dealers will follow their currentpolicies and procedures for tracking andmonitoring client instructions andauthorizations.

(7) The Canadian securities regulatoryauthorities expect that dealers will remainfaithful to the overall objective of ensuringthat purchasers are provided with a fundfacts document prior to acceptinginstructions to purchase a security of amutual fund. Although the instrument allowsfor post-sale delivery of the fund facts

document in certain limited circumstances,the Canadian securities regulatoryauthorities expect that post-sale delivery ofthe fund facts document will be theexception rather than the norm. TheCanadian securities regulatory authoritiesmay examine practices or arrangementsthat raise the suspicion of being structuredto permit dealers to do indirectly what theycannot do directly and that are inconsistentwith the overall intent of providing keyinformation to investors at a time that ismost relevant to their purchase decision.

(8) Section 3.2.03 sets out an exception fromthe requirement to deliver a fund factsdocument for subsequent purchases of amutual fund made pursuant to a pre-authorized purchase plan provided certainconditions are met. One of these conditionsrequires investors to be provided with aninitial notice indicating, among other things,that they will not receive a fund factsdocument unless they specifically request it.The notice must also specify how a fundfacts document can be obtained. Investorsmust also be provided with an annual noticereminding them about how they can requesta fund facts document. The Canadiansecurities regulatory authorities expect thatboth the initial notice and the annual noticewill be presented in a clear, comprehensibleand prominent manner so that investors caneasily ascertain how they can availthemselves of the option to request a fundfacts document.

7.4 Methods of Delivery

(1) The methods of delivery of a fund factsdocument are consistent with methods ofdelivery of a prospectus under securitieslegislation. A fund facts document requiredto be delivered or sent under Part 3 of theInstrument may be delivered or sentelectronically, subject to the purchaser’sconsent. Electronic delivery may includeproviding an electronic copy of a fund factsdocument to the purchaser in the form of ane-mail attachment or providing a hyperlinkto the fund facts document.

(2) The Canadian securities regulatoryauthorities will not consider the making of afund facts document available on a website,or referring an investor to a general websiteaddress where the fund facts document canbe found to constitute delivery under theInstrument, even if the investor consents tothat method of delivery.

(3) Where a hyperlink is provided to thepurchaser, the link should lead thepurchaser directly to the specific fund factsdocument for the applicable class or seriesof the mutual fund being purchased.Consideration should be given to ensuring


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that the hyperlink remains accessible to thepurchaser for so long as the purchaser mayreasonably need to consult it.

(4) In the case of online transactions conductedthrough order execution service accounts,there may be a number of ways in whichcompliance with the requirement for pre-sale delivery of the fund facts documentcould be achieved. For example, dealerscould consider the use of a “pop-up” noticeinforming the purchaser that a fund factdocument is available for review andprovide a hyperlink to the relevant fundfacts document. Dealers could alsoconsider requiring the purchaser to “clickthrough” the fund facts document prior toaccepting their purchase order.

(5) In addition to the requirements in theInstrument and the guidance in this section,dealers may want to refer to National Policy11-201 Electronic Delivery of Documents foradditional guidance.

7.5 Consolidation of Fund Facts Documents

(1) For the purposes of pre-sale delivery,subsection 5.2(2) of the Instrument allows afund facts document to be combined withone or more fund facts documents, providedthe size of the document does not make thepresentation of the information inconsistentwith the principles of simplicity, accessibilityand comparability. For example, a fundfacts document may be combined with fundfacts documents of other classes or seriesof securities of the same mutual fund, othermutual funds from the same fund family, orother mutual funds of a similar type fromdifferent fund families. In making thisdetermination, mutual funds, managers andparticipants in the mutual fund industryshould consider the ability of an investor toeasily find and use the information that isrelevant to the particular mutual fundssecurities they are considering purchasing,and whether a reasonable person in thecircumstances would come to the sameconclusion. We think a document combiningmore than 10 fund facts documents maydiscourage an investor from finding andreading each fund facts document andobscure key information, which isinconsistent with the principles of simplicity,accessibility and comparability.

(2) Where multiple fund facts documents arebeing delivered electronically in compliancewith the pre-sale delivery requirement,subsection 5.2(3) prohibits those fund factsdocuments from being combined into asingle e-mail attachment. The use of ahyperlink that directs the investor to a singledocument combining all the relevant fundfacts would also be prohibited under theInstrument. Instead, a dealer would be

expected to provide individual attachmentsor hyperlinks for each fund facts documentthat is required to be delivered.

(3) When delivery of the fund facts documentoccurs after the purchase transaction,subsections 5.2(4) to (6) of the Instrumentpermit a fund facts document to becombined with certain other materials ordocuments. With the exception of a generalfront cover, a table of contents or a tradeconfirmation, subsection 5.2(7) requires thefund facts document to be located as thefirst item in the package of documents ormaterials.

7.6 Preparation of Disclosure Documents inOther Languages

Nothing in the Instrument prevents thesimplified prospectus, annual informationform or fund facts document from beingprepared in other languages, provided thatthese documents are delivered or sent inaddition to any disclosure document filedand required to be delivered in accordancewith the Instrument. The Canadiansecurities regulatory authorities wouldconsider such documents to be salescommunications.

7.7 Delivery of Documents by a Mutual Fund

Section 3.3 of the Instrument requires that amutual fund deliver or send to a person orcompany, upon request and free of charge,a simplified prospectus or documentsincorporated by reference. The Canadiansecurities regulatory authorities are of theview that compliance with this specifically-mandated requirement by an unregisteredentity is not a breach of the registrationrequirements of securities legislation.

7.8 Delivery of Separate Part A and Part BSections

Mutual fund organizations that createphysically separate Part B sections arereminded that any obligation to provide thesimplified prospectus would be satisfiedonly by the delivery of both the Part A andPart B sections of a simplified prospectus.

7.9 Delivery of Non-Educational Material

The Instrument and related forms containno restrictions on the delivery of non-educational material such as promotionalbrochures with either of the simplifiedprospectus and the annual information form.This type of material may, therefore, bedelivered with, but cannot be includedwithin, or attached to, the simplifiedprospectus and the annual information form.The Instrument does not permit the bindingof educational and non-educational materialwith the fund facts document. The intention


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of the Instrument is not to unreasonablyencumber the fund facts document withadditional documents.

PART 8 – COMMENTARY ON INVESTMENT ANDRELATED DISCLOSURE

8.1 Investment Disclosure

Form 81-101F1 requires detailed disclosureconcerning a number of aspects of the investmentapproach taken by a mutual fund, includingdisclosure concerning fundamental investmentobjectives, investment strategies, risk and riskmanagement. Form 81-101F3 also contains asummarized form of this disclosure. For manymutual funds, the best persons to prepare andreview the disclosure would be the portfolioadvisers of the mutual fund and we think mutualfunds should generally involve them in preparingand reviewing this disclosure.

8.2 Portfolio Advisers

Form 81-101F2 requires disclosure concerning theextent to which investment decisions are made byparticular individuals employed by a portfolioadviser or by committee. Section 10.3(3)(b)requires certain information about the individualsprincipally responsible for the investment portfolioof the mutual fund. Part 11 of National Instrument81-106 Investment Fund Continuous Disclosurerequires a simplified prospectus to be amended if amaterial change occurs in the affairs of the mutualfund that results in a change to the disclosure inthe simplified prospectus and fund facts document.Section 7.1 of Companion Policy 81-106CPInvestment Fund Continuous Disclosure discusseswhen a departure of a high-profile individual from aportfolio adviser of a mutual fund may constitute amaterial change for the mutual fund. If thedeparture is not a material change for the mutualfund, there is no requirement to amend a simplifiedprospectus, as long as the simplified prospectuscontains full, true and plain disclosure about themutual fund.

PART 9 – NEED FOR MULTIPLE OR SEPARATEAPPLICATIONS

9.1 Need for Multiple or Separate Applications

(1) The CSA note that a person or companythat obtains an exemption from a provisionof the Instrument need not apply again forthe same exemption at the time of eachsimplified prospectus, annual informationform and fund facts document refiling,unless there has been some change in animportant fact relating to the granting of theexemption.

(2) The principle described in subsection (1)does not necessarily apply to applicationsrequired to be made under the Regulationsto the Securities Act (Quebec) for relief fromprovisions of those Regulations that aresubstantially similar to those contained in

the Instrument. In that case, an applicationmay be required with each refiling of asimplified prospectus, annual informationform and fund facts document of a mutualfund.

(3) In Quebec, it may be necessary to apply forexemptions from the equivalent sections inthe Act and the Regulations.

PART 10 – EXEMPTIONS

10.1 Applications Involving Novel or SubstantiveIssues

Section 6.2 of the Instrument allows exemptiverelief from form and content requirements for asimplified prospectus, an annual information or afund facts document to be evidenced by way ofissuance of a receipt. In cases where the CSAthinks that an application for exemptive relief raisesnovel and substantive issues, or raises a novelpolicy concern, the CSA may request that suchapplications follow the process set out in NationalPolicy 11-203 Process for Exemptive ReliefApplications in Multiple Jurisdictions. This will likelybe the case for applications seeking exemptiverelief from the form and content requirements of thefund facts document.

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APPENDIX A ─ SAMPLE FUND FACTS DOCUMENT


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