All-Canadian Management Inc. - ss. 62(5)

Order

Headnote

Extension of lapse date of mutual fund prospectus to allow renewal prospectus to reflect certain fundamental changes adopted at recent security holder meeting.

Statutes Cited

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

IN THE MATTER OF

THE SECURITIES ACT, R.S.O. 1990, CHAPTER S.5, AS AMENDED

(the "Act")

AND

IN THE MATTER OF

ALL-CANADIAN CAPITAL FUND,

ALL-CANADIAN CONSUMERFUND,

ALL-CANADIAN RESOURCES CORPORATION AND

COLEFORD PRIVATE BALANCED FUND

(collectively, the "Funds")

 

ORDER

(Subsection 62(5))

WHEREAS the Ontario Securities Commission (the "Commission") has received an application made on behalf of the Funds for an order pursuant to subsection 62(5) of the Act that the lapse date of the current simplified prospectus of the Funds be extended to March 17, 2004;

AND UPON considering the application and the recommendation of staff of the Commission;

AND UPON All-Canadian Management Inc. (the "Manager") having represented as follows:

1. The Manager is the manager, trustee and principal distributor of the Funds.

2. All-Canadian Capital Fund ("CapitalFund") is an open-ended unincorporated mutual fund trust that was organized on October 1, 1954 under the laws of British Columbia and is presently governed by an Amended, Consolidated and Restated Trust Indenture dated November 1, 1997.

3. All-Canadian ConsumerFund ("ConsumerFund") is an open-ended unincorporated mutual fund trust that was organized on January 19, 1968 under the laws of Alberta and is presently governed by an Amended, Consolidated and Restated Trust indenture dated November 1, 1997.

4. All-Canadian Resources Corporation ("Resources Corp.") is a mutual fund corporation that was incorporated under the laws of Alberta on April 27, 1959 and continued under the laws of Canada on February 1, 1980.

5. Coleford Private Balanced Fund ("Coleford Balanced") is a class of shares of Coleford Private Funds Corporation, a mutual fund corporation that was incorporated under the Ontario Business Corporations Act on December 23, 2002.

6. Each of the Funds is a reporting issuer in all of the provinces and territories of Canada (the "Jurisdictions"), and no Fund is in default of any requirements of the securities legislation of the Jurisdictions or the rules or regulations made thereunder.

7. The units of CapitalFund and ConsumerFund, the special shares of Resources Corp. and the Series A and Series F shares of Coleford Balanced are presently offered for sale on a continuous basis in the Province of Ontario (and not in any other jurisdiction) pursuant to a simplified prospectus and annual information forms dated February 17, 2003, a receipt for which was issued by the Commission on February 26, 2003 (the "Current Prospectus").

8. Pursuant to subsection 62(1) of the Act, the lapse date for the distribution of units or special shares, as the case may be, of the Funds under the Current Prospectus is February 17, 2004 (the "Lapse Date").

9. The Manager has encountered some delays with respect to the renewal of its Current Prospectus. In particular, certain fundamental changes to the Funds were proposed, which, if approved by the security holders, would require disclosure in the Funds' pro forma prospectus. However, the special meeting of the security holders did not take place until January 30, 2004, twelve days after the Funds were required to file its pro forma prospectus under section 62(2) of the Act. The timing of the special meeting was largely due to the Manager's involvement in the take over of the University Avenue Funds, a long and involved process. Rather than file a prospectus that would potentially require extensive revisions, the Manager believed that it would be preferable to wait to file the Funds' pro forma prospectus until after the special meeting of the security holders, at which time, the Manager would be in a position to provide complete and accurate disclosure with respect to fundamental changes made in respect of the Funds.

10. In addition, the Manager has been involved in ongoing negotiations with respect to the transfer of the sales function of one of the Funds to a third party, thereby causing additional delay. The Manager has now concluded its negotiations as they relate to the Funds.

11. There have been no material changes to the affairs of the Funds since the date of the Current Prospectus.

AND UPON the undersigned being of the opinion that to do so would not be prejudicial to the public interest;

IT IS ORDERED pursuant to subsection 62(5) of the Act that the time periods provided by subsection 62(2) of the Act, as they apply to the distribution of the units or special shares, as the case may be, of the Funds under the Current Prospectus are hereby extended to the time periods that would be applicable if the Lapse Date was March 17, 2004, provided that:

(a) the Funds' pro forma prospectus is filed no later than February 16, 2004;

(b) the Funds' final prospectus is filed no later than March 24, 2004; and

(c) a final receipt is issued for the Funds' final prospectus no later than March 31, 2004.

February 16, 2004.

"Leslie Byberg"