BetaPro Management Inc. and the Investments Funds Listed in Schedule "A

Headnote

National Policy 11-203 Process For Exemptive Relief Applications in Multiple Jurisdictions -Approval granted for change of control of manager of investment funds - Current shareholder of manager acquiring additional interest in manager resulting in change of control - No changes to management or affairs of the funds and no changes to investment managers for the funds - National Instrument 81-102 Mutual Funds.

Applicable Legislative Provisions

National Instrument 81-102 Mutual Funds, ss. 5.5(2), 5.7(1)(a).

June 19, 2008

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF \

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

BETAPRO MANAGEMENT INC.

(the "Filer" or the "Manager")

AND

THE INVESTMENT FUNDS LISTED

IN SCHEDULE "A" (the "Funds")

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer for a decision under the securities legislation of the Jurisdiction of the principal regulator (the "Legislation") for approval pursuant to subsection 5.5(2) of National Instrument 81-102 -- Mutual Funds ("NI 81-102") of a change of control of the Manager (the "Approval Sought").

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

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

(b) The Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System ("MI- 11-102") is intended to be relied upon in British Columbia, Alberta, Manitoba, Saskatchewan, Quebec, New Brunswick, Newfoundland and Labrador, Nova Scotia, Prince Edward Island, Nunavut, Northwest Territories and Yukon (together with Ontario, the "Jurisdictions").

Interpretation

Defined terms contained in National Instrument 14-101 Definitions and Multilateral Instrument 11-102 have the same meaning in this decision unless they are otherwise defined in this decision.

Representations

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

1. Jovian Asset Management Inc. ("Jovian"), a wholly-owned subsidiary of Jovian Capital Corporation ("JCC"), is incorporated under the laws of the Province of Ontario.

2. JCC is listed on the Toronto Stock Exchange and has its executive offices in Toronto, Ontario. JCC is a management company that invests in companies that operate within two primary market segments: wealth management and asset management. JCC controls the following registered dealers or advisers in Canada: T.E. Investment Counsel Inc., JovInvestment Management Inc., Leon Frazer & Associates Inc., MGI Securities Inc., Rice Financial Group Inc., and JovFunds Inc. and has approximately $15 billion of client assets ($5.8 billion in assets under management and $9.2 billion in assets under administration).

3. JCC currently owns, through Jovian, approximately 45% of the Manager. On April 1, 2008, JCC entered into a binding letter of intent with DGM Bank & Trust Inc. (the "Vendor"), a shareholder of the Manager, to acquire an additional 15% of the Manager (the "Transaction"). As a result, upon completion of the Transaction, control of the Manager will change and JCC will control approximately 60% of the Manager.

4. The Manager is the manager of the Funds. The Funds are reporting issuers, or anticipate becoming reporting issuers prior to the close of the Transaction in each of the Jurisdictions. Each Fund is a trust under the laws of Ontario.

5. No material contract of the Funds will be amended as a result of the Transaction. No officer of the Manager will be changed as a result of the Transaction. It is anticipated that a director of the Manager who is also President of the Vendor will resign from the board of the Manager shortly after the closing of the Transaction. The Transaction will not result in any other changes to the board of the Manager.

6. There will be no changes in the portfolio management of the Funds. JovInvestment Management Inc. ("JovInvestment"), a wholly-owned subsidiary of JCC, acts as the investment manager of the Funds. JovInvestment has in turn retained ProShare Advisors LLC or ProFund Advisors LLC, each being a limited liability company organized under the laws of the State of Maryland, to act as sub-advisor to the Funds. This will not change further to the Transaction.

7. Notice of the change of control was sent out to unitholders of the Funds on April 18, 2008.

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

The decision of the principal regulator under the Legislation is that the Approval Sought is granted.

SCHEDULE "A"