Securities Law & Instruments

Headnote

Subsection 74(1) - Trades by pooled funds of additional units to existing unitholdersholding units having an aggregate acquisition cost or aggregate net asset value of notless than $150,000 exempted from section 25 and 53 of the Act subject to certainconditions.

Section 147 - Trades in Units of pooled funds not subject to subsection 72(3) of the Actprovided a Form 45-501F filed and required fees paid annually.

Statutes Cited

Securities Act, R.S.O. 1990, c.S.5, as am., ss. 1(1), 25, 35(1)5, 53, 72(1)(d), 72(3),74(1), 77(2), 78, 79 and 147.

Rules Cited

Ontario Securities Commission Rule 45-501 "Exempt Distributions", ss. 3.1, 7.1.

Ontario Securities Commission Rule 81-501 entitled "Mutual Fund ReinvestmentPlans", s. 2.1.


IN THE MATTER OF THE SECURITIES ACT,
R.S.O. 1990, CHAPTER S.5, AS AMENDED (the "Act")

AND

IN THE MATTER OF
ACKER FINLEY ASSET MANAGEMENT INC.

RULING AND ORDER
(Subsection 74(1) and Section 147 of the Act)


UPON the application (the "Application") of Acker Finley Asset Management Inc.("AFAM" or the "Applicant") to the Ontario Securities Commission (the "Commission") for:(i) a ruling pursuant to subsection 74(1) of the Act that certain trades in units of pooledfunds established or to be established by the Applicant are not subject to sections 25 and53 of the Act; and (ii) an order of the Commission pursuant to section 147 of the Act thattrades in units of pooled funds established or to be established by the Applicant areexempt from the requirements of subsection 72(3) of the Act and Rule 45-501 of theCommission entitled "Exempt Distributions" ("Rule 45-501") with respect to the filing of aForm 45-501F1 in respect of trades in units of such pooled funds, provided a Form 45-501F and the prescribed fee are filed within 30 days of the financial year end of each fund;

AND UPON considering the Application and the recommendation of staff of theCommission;

AND UPON the Applicant representing to the Commission that:

1. AFAM is a corporation incorporated under the laws of Ontario and is registeredunder the Act as an adviser in the categories of investment counsel and portfoliomanager.

2. Acker Finley Inc. ("AFI") is a corporation incorporated under the laws of Ontario andis registered under the Act as an investment dealer.

3. AFI and AFAM are both wholly-owned subsidiaries of Acker Finley Holdings Inc.

4. AFAM established the QSA Enterprise Fund (the "Enterprise Fund") by Declarationof Trust dated December 7, 1999 and intends, through similar trust agreements, toestablish additional funds from time to time ("Future Funds" and collectively, withthe Enterprise Fund, the "Funds").

5. AFAM acts as trustee of the Enterprise Fund and is approved to act as trustee forthe Future Funds.

6. Units in the Enterprise Fund (the "Enterprise Units") are, and units of each FutureFund (collectively with Enterprise Units, the "Units"), will be non-transferable but willbe redeemable upon the request of the holder of such Units (a "Unitholder") at thenet asset value per Unit on a valuation date, as set out in each Fund's respectivetrust agreement.

7. Each of the Funds is, or will be, a "mutual fund", but none of the Funds is or will bea "reporting issuer", in each case as defined in subsection 1(1) of the Act. Each ofthe Funds is, or will be, a "mutual fund in Ontario" as defined in subsection 1(1) ofthe Act and, as such, must comply with subsection 77(2) and sections 78 and 79of the Act with respect to the preparation and mailing to Unitholders and filing withthe Commission of interim and annual financial statements.

8. Enterprise Units are being, and Units in general will be, distributed on a continuousbasis to purchasers resident in Ontario and trades in Enterprise Units have been,and Units will initially be, effected through AFI or another related company oraffiliate registered as a dealer under the Act.

9. The assets of the Enterprise Fund are being, and the assets of each Future Fundwill be, invested from time to time upon the advice of AFAM based on theobjectives, policies and restrictions of each Fund as set out in its trust agreement.AFI will be effecting trades in portfolio securities on behalf of the Funds.

10. The minimum initial investment in Enterprise Units by an investor has been, andwith respect to Units of each of the Future Funds will be, not less than $150,000 (an"Initial Investment") which will be made in reliance upon the prospectus exemptioncontained in clause 72(1)(d) of the Act, and may, in respect of each Fund, in theabsence of the involvement of AFI or another related company or affiliate registeredas a dealer under the Act, be effected in reliance upon the registration exemptioncontained in paragraph 35(1)5 of the Act, in each case as amended by section 3.1of Rule 45-501.

11. Following an Initial Investment in a Fund by an investor, it is proposed thatUnitholders be permitted to acquire additional Units (the "Additional Units") of thatFund by:

(a) automatically reinvesting distributions otherwise receivable by the Unitholderwhich are attributable to outstanding Units unless otherwise requested bythe Unitholder; or

(b) subscribing and paying for Additional Units.

12. The issuance of Additional Units to Unitholders pursuant to reinvestment ascontemplated in paragraph 11(a) above will be made by a Fund in reliance upon theregistration and prospectus exemptions contained in Rule 81-501 of theCommission entitled "Mutual Fund Reinvestment Plans".

13. It is proposed that Unitholders be permitted to purchase Additional Units of a Fundwith a minimum acquisition cost of at least $1,000, as contemplated in paragraph11(b) above, provided that at the time of such subsequent acquisition, theUnitholder holds Units of the same Fund having either an aggregate acquisitioncost or an aggregate net asset value of at least $150,000.

14. Additional Units will be offered for sale to existing Unitholders at their net assetvalue per Unit as determined in accordance with the terms of each Fund's trustagreement and accordingly, the issuance of Additional Units to existing Unitholderswill not dilute or otherwise negatively affect the interest of existing Unitholders.

AND UPON the Commission being satisfied that to do so would not be prejudicialto the public interest;

IT IS RULED pursuant to subsection 74(1) of the Act that trades by the Applicantin Additional Units of the Funds to Unitholders as described in paragraph 13 above are notsubject to sections 25 and 53 of the Act, provided that:

A. at the time of acquisition of Additional Units of a Fund, AFAM is registeredas an adviser in the categories of investment counsel and portfolio managerand either AFI is registered as an investment dealer or a related companyor affiliate is registered as a dealer under the Act, and such registrations arein good standing;

B. at the time of the acquisition of Additional Units of a Fund, the Unitholderthen owns Units of that Fund having either an aggregate acquisition cost oran aggregate net asset value of not less than $150,000; and

C. the ruling will terminate upon the publication in final form by the Commissionof any rule regarding trades in securities of pooled funds.

AND IT IS ORDERED pursuant to section 147 of the Act that trades of Units andAdditional Units of the Funds are exempt from the requirements of subsection 72(3) andRule 45-501 provided that within 30 days after the financial year of each Fund, the Fundfiles a report in accordance with Form 45-501F1 in respect of trades in Units andAdditional Units of the Funds during such financial year and pays the fee prescribed bysection 7.3 of Rule 45-501.

March 17th, 2000.

"J. A. Geller"     "Robert W. Davis"