ABN AMRO Global Equity Exposure Fund et al. - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- approval granted for change of control of manager of a mutual fund -- indirect change of control of manager as a result of reorganization subsequent to a takeover.

Applicable Legislative Provisions

National Instrument 81--102 Mutual Funds, s. 5.5(2).

March 18, 2008

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN,

MANITOBA, ONTARIO, QUÉBEC, NOVA SCOTIA,

NEW BRUNSWICK, PRINCE EDWARD ISLAND,

NEWFOUNDLAND AND LABRADOR, YUKON

TERRITORY, NORTHWEST TERRITORIES

AND NUNAVUT

(the Jurisdictions)

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

ABN AMRO GLOBAL EQUITY EXPOSURE FUND,

ABN AMRO ASSET MANAGEMENT CANADA LIMITED,

FORTIS N.V. AND FORTIS SA/NV

MRRS DECISION DOCUMENT

Background

The local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions has received an application from Fortis N.V. and Fortis SA/NV (collectively, Fortis) for a decision under the securities legislation of the Jurisdictions (the Legislation) for approval of the change of control of ABN AMRO Asset Management Canada Limited (the Manager), the manager, trustee and portfolio advisor of the ABN AMRO Global Equity Exposure Fund (the Fund), in accordance with subsection 5.5(2) of National Instrument 81-102 Mutual Funds (NI 81-102).

Under the Mutual Reliance Review System for Exemptive Relief Applications (MRRS):

(a) the Ontario Securities Commission is the principal regulator for this application; and

(b) this MRRS decision document evidences the decision of each Decision Maker.

Interpretation

Defined terms contained in National Instrument 14-101 Definitions have the same meaning in this decision unless they are defined in this decision.

Representations

This decision is based on the following facts represented by Fortis:

1. The consortium, comprised of The Royal Bank of Scotland Group plc, Fortis and Banco Santander S.A. (Santander), through a newly incorporated acquisition vehicle, RFS Holdings B.V., acquired control of ABN AMRO Holding N.V. (ABN AMRO), and indirectly acquired control of the Manager, last year.

2. Fortis is an international financial services provider engaged in banking and insurance. Fortis offers its personal, business and institutional customers a comprehensive package of products and services through its own channels, in collaboration with intermediaries and through other distribution partners.

3. The asset management business unit of ABN AMRO is to be acquired by Fortis (except for the asset management business in Brazil, which is intended to be transferred to Santander). This will be effected by the transfer of ABN AMRO Asset Management Holding N.V. (AAAMH) to Fortis. The asset management activities of ABN AMRO are carried out in Canada by, among others, the Manager, which is a wholly-owned subsidiary of AAAMH.

4. Following the acquisition of AAAMH by Fortis, Fortis intends to transfer most of the business of AAAMH, including the business of the Manager, to Fortis Investment Management SA (FIM).

5. FIM is a multi-centre, multi-product asset manager. Based in Europe, the company enjoys a world-wide presence through its sales bureaus and 20 specialised investment centres in Europe, the United States and Asia.

6. The Dutch central bank, De Nederlandsche Bank N.V. (DNB), has informed Fortis that it does not have objections against approving the transfer of AAAMH.

7. It is expected that Fortis will indirectly acquire control of the Manager on or about March 31, 2008.

8. The Fund is an open-end mutual fund trust established under the laws of Ontario pursuant to a declaration of trust dated February 4, 2005. Units of the Fund are currently offered to the public in each of the Jurisdictions pursuant to a simplified prospectus and annual information form, in both the English and French languages, each dated February 19, 2008.

9. It is not expected that the indirect acquisition of the Manager by Fortis will initially result in any material changes to the management or administration of the Fund. The Manager will still be the manager, trustee and portfolio advisor of the Fund, and the fundamental investment objective of the Fund will still be the same.

10. It is not expected that the indirect acquisition of the Manager by Fortis will immediately result in any significant changes to the management structure of the Manager. The Manager will initially continue to operate as a separate distinct business unit, substantially in the same manner as it is operated today with substantially the same personnel.

11. Unitholders of the Fund were sent a notice advising them of the proposed indirect change of control of the Manager by Fortis on November 28, 2007 with a follow-up notice on February 1, 2008.

12. Fortis is a well recognized, and well established financial institution with adequate depth and personnel to ensure that the Manager will initially continue to operate in substantially the same manner as it operates today, and that the Fund and the unitholders of the Fund will not be adversely affected as a result of the acquisition of the Manager by Fortis.

13. The indirect acquisition of the Manager by Fortis will constitute an indirect change of control of the Manager for purposes of subsection 5.5(2) of NI 81-102.

Decision

Each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the decision has been met.

The decision of the Decision Makers under the Legislation is that the indirect change of control of the Manager by Fortis is approved pursuant to section 5.5(2) of NI 81-102.