Criterion Investments Limited and VenGrowth Capital Management Inc.

Headnote

MP 11-102 and NP 11-203 -- exemption granted from s. 2.3(e) of NI 81-102 to permit the Fund to invest up to 100% of its net assets in gold, and from s. 2.3(f) and (h) of NI 81-102 to permit the Fund to invest up to 5% of its net assets in each of silver, platinum and palladium.

Applicable Legislative Provisions

National Instrument 81-102 Mutual Funds, s. 2.3(e), (f) and (h), 19.1.

July 16, 2009

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO

(the "Jurisdiction")

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

CRITERION INVESTMENTS LIMITED AND

VENGROWTH CAPITAL MANAGEMENT INC.

(collectively, the "Filers")

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filers with respect to certain mutual funds managed by them for a decision under the securities legislation of the Jurisdiction of the principal regulator (the "Legislation"):

(a) approving a change of the manager of the mutual funds listed in Schedule "A" (the "VCMI Managed Funds"), and a change of control of the manager of the mutual funds listed in Schedule "B" (the "CIL Managed Funds", together with the VCMI Managed Funds, the "Funds") in accordance with sections 5.5(1)(a) and 5.5(2) of National Instrument 81-102 -- Mutual Funds ("NI 81-102") (the "Approval Sought"); and

(b) granting relief from the requirement in section 5.8(1)(a) of NI 81-102 to provide notice of the change of control of the manager to all securityholders of the CIL Managed Funds (the "Exemption Sought").

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions:

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

(b) the Filers have provided notice that Section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in each of the other provinces of Canada (together with the Jurisdiction, the "Jurisdictions").

Interpretation

Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.

Representations

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

The Managers

VenGrowth Capital Management Inc.

1. VenGrowth Capital Management Inc. ("VCMI") was incorporated on June 9, 2004 under the Business Corporations Act (Ontario).

2. VCMI acts as the manager of the VCMI Managed Funds and is responsible for managing the overall business and operations of the VCMI Managed Funds. VCMI typically handles and oversees all day-to-day operations of the VCMI Managed Funds and also provides investment management services to some of the Funds.

3. Both of the VCMI Managed Funds offer securities on a continuous basis.

4. Neither of the VCMI Managed Funds is on any list of defaulting reporting issuers maintained by the local securities regulatory authority in each of the Jurisdictions (the "Regulators").

Criterion Investments Limited

5. Criterion Investments Limited ("CIL") was incorporated on July 25, 1994 under the Business Corporations Act (Ontario).

6. CIL is an affiliate of VenGrowth Asset Management Inc. CIL is also an affiliate of VCMI.

7. CIL acts as the manager and trustee of the CIL Managed Funds and is responsible for managing the overall business and operations of the CIL Managed Funds. CIL typically handles and oversees all day-to-day operations of the CIL Managed Funds.

8. All of the CIL Managed Funds offer securities on a continuous basis.

9. None of the CIL Managed Funds are on any list of defaulting reporting issuers maintained by the Regulators.

The Purchaser

First Asset Capital Corp.

10. First Asset Capital Corp. ("FACC" or the "Purchaser") was incorporated on May 8, 2006 under the Business Corporations Act (Ontario).

11. FACC is a Toronto-based financial services holding company with investments in a diverse group of investment management firms.

First Asset Investment Management Inc.

12. First Asset Investment Management Inc. ("FAIMI"), an affiliate of FACC, was amalgamated on August 1, 2002 pursuant to the Business Corporations Act (Ontario) and will act as the manager of the VCMI Managed Funds following the completion of the Acquisition (as defined below).

13. None of the investment vehicles managed by FACC's affiliates are on any list of defaulting reporting issuers maintained by the Regulators.

The Acquisition

14. CIL has entered into a share purchase agreement dated June 23, 2009 (the "Agreement") with the Purchaser pursuant to which the Purchaser will acquire all of the issued and outstanding shares in the capital of a wholly-owned subsidiary of CIL ("Newco") (the "Acquisition"). The Acquisition is expected to close on or about July 31, 2009.

15. Pursuant to the terms of the Agreement, CIL will assign and transfer all of its entitlements, rights and responsibilities relating to the CIL Managed Funds for which it acts as manager, administrator or advisor to Newco immediately prior to the closing of the Acquisition.

16. Immediately prior to the closing of the Acquisition, VCMI will assign and transfer all of its entitlements, rights and responsibilities relating to the VCMI Managed Funds for which it acts as manager, administrator or advisor to FAIMI.

17. Certain personnel for the managers of the Funds who have been involved in the management and oversight of the Funds will be employed by First Asset, including the current president of CIL.

18. There will be no changes to the fundamental investment objectives and strategies relating to each of the Funds as a result of the Acquisition.

19. There will be no changes to the investment advisors of the Criterion Global Clean Energy Fund, Criterion International Equity Fund or the Criterion Water Infrastructure Fund as a result of the Acquisition. For Criterion Diversified Commodities Currency Hedged Fund, Criterion Global Dividend Fund and Criterion U.S. Buyback Fund, the investment advisor will change from VCMI to FAIMI.

20. The selection of security holdings for the Funds are selected either by a third party sub-advisor or in accordance with a movement in a prescribed index or on a rule-based approach.

21. There will be no changes to the current sub-advisors or index providers as a result of the Acquisition.

Change of Control/Change of Manager

22. The Acquisition will result in a change of control of the manager for the CIL Managed Funds since the Purchaser will acquire Newco, the then manager of the CIL Managed Funds, from CIL.

23. The Acquisition will involve a change of the manager for the VCMI Managed Funds since FAIMI will become the manager of such Funds.

24. The Acquisition is subject to the approval of the unitholders of the VCMI Managed Funds for the change of the manager of the VCMI Managed Funds and the approval of the unitholders of the CIL Managed Funds for the change of control of the manager of the CIL Managed Funds. The managers of the Funds mailed, on or prior to July 7, 2009, a notice of special meetings of unitholders and joint information circular to unitholders of each of the Funds describing the Acquisition. The special meetings of unitholders of the Funds are scheduled to be held on July 28, 2009.

25. A prospectus or amendments to the prospectuses of the Funds and a material change report were filed to disclose the Acquisition.

26. The Acquisition will not materially affect the operation and administration of the Funds and will have no negative consequences on the ability of the manager of the Funds to comply with applicable regulatory requirements or its ability to satisfy its obligations to the Funds and their respective unitholders.

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 and the Exemption Sought are granted.

Schedule A

VCMI Managed Funds

1. Criterion Water Infrastructure Fund (also known as Criterion Water Infrastructure Currency Hedged Fund)

2. Criterion Global Clean Energy Fund (also known as Criterion Global Clean Energy Currency Hedged Fund)

Schedule B

CIL Managed Funds

1. Criterion International Equity Fund (also known as Criterion International Equity Currency Hedged Fund)

2. Criterion Global Dividend Fund (also known as Criterion Global Dividend Currency Hedged Fund)

3. Criterion U.S. Buyback Fund (also known as Criterion U.S. Buyback Currency Hedged Fund)

4. Criterion Diversified Commodities Currency Hedged Fund