(1) Despite subsection 5.5(1), the approval of the securities regulatory authority or regulator is not required to implement a transaction referred to in paragraph 5.5(1)(b) if all of the following paragraphs apply:
(iii) is not in default of any requirement of securities legislation, and
(b) the transaction is a “qualifying exchange” within the meaning of section 132.2 of the ITA or is a tax-deferred transaction under subsection 85(1), 85.1(1), 86(1) or 87(1) of the ITA;
(c) the transaction contemplates the wind-up of the investment fund as soon as reasonably possible following the transaction;
(i) may be acquired by the other investment fund in compliance with this Instrument, and
(e) the transaction is approved
(ii) if required, by the securityholders of the other investment fund in accordance with paragraph 5.1(1)(g);
(f) the materials sent to securityholders of the investment fund in connection with the approval under paragraph 5.1(1)(f) include
(i) a circular that, in addition to other requirements prescribed by law, describes the proposed transaction, the investment fund into which the investment fund will be reorganized, the income tax considerations for the investment funds participating in the transaction and their securityholders, and, if the investment fund is a corporation and the transaction involves its shareholders becoming securityholders of an investment fund that is established as a trust, a description of the material differences between being a shareholder of a corporation and being a securityholder of a trust,
(iii) a statement that securityholders may, in respect of the reorganized investment fund,
(A) obtain all of the following documents at no cost by contacting the reorganized investment fund at an address or telephone number specified in the statement:
(II) the most recently filed annual information form, if one has been filed;
(III) as applicable, the most recently filed fund facts document;
(IV) the most recently filed annual financial statements and interim financial reports;
(V) the most recently filed annual and interim management reports of fund performance, or
(B) access those documents at a website address specified in the statement;
(g) the investment fund has complied with Part 11 of National Instrument 81-106 Investment Fund Continuous Disclosure in connection with the making of the decision to proceed with the transaction by the board of directors of the manager of the investment fund or of the investment fund;
(h) the investment funds participating in the transaction bear none of the costs and expenses associated with the transaction;
(i) if the investment fund is a mutual fund, securityholders of the investment fund continue to have the right to redeem securities of the investment fund up to the close of business on the business day immediately before the effective date of the transaction;
(i) the investment fund issues and files a news release that discloses the transaction;
(ii) securityholders of the investment fund may redeem securities of the investment fund at a date that is after the date of the news release referred to in subparagraph (i) and before the effective date of the transaction;
(k) the consideration offered to securityholders of the investment fund for the transaction has a value that is equal to the net asset value of the investment fund calculated on the date of the transaction.
(1.1) Despite subsection 5.5(1), the approval of the securities regulatory authority or regulator is not required to implement a transaction referred to in paragraph 5.5(1)(b) if all the conditions in paragraph 5.3(2)(b) are satisfied and the independent review committee of the mutual fund involved in the transaction has approved the transaction in accordance with subsection 5.2(2) of NI 81-107.
(2) An investment fund that has continued after a transaction described in paragraph 5.5(1)(b) must, if the audit report accompanying its audited financial statements for its first completed financial year after the transaction contains a modified opinion in respect of the value of the portfolio assets acquired by the investment fund in the transaction, send a copy of those financial statements to each person or company that was a securityholder of an investment fund that was terminated as a result of the transaction and that is not a securityholder of the investment fund.