Securities Law & Instruments

Headnote

Investment by mutual funds in securities of another mutual fund that is under commonmanagement for specified purpose exempted from the requirements of clause 111(2)(b),subsection 111(3), clauses 117(1)(a) and 117(1)(d) and clause 118(2)(a), subject tocertain specified conditions.

Statutes Cited

Securities Act (Ontario), R.S.O. 1990 c.S.5, as am. ss. 111(2)(b), 111(3), 113, 117(1)(a),117(1)(d), 117(2), 118(2)(a) and 121(2)(a)(ii).


IN THE MATTER OF THE SECURITIES LEGISLATION OFBRITISH COLUMBIA, ALBERTA, SASKATCHEWAN, ONTARIO,NOVA SCOTIA AND NEWFOUNDLAND

AND

IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF
MACKENZIE FINANCIAL CORPORATION ("MACKENZIE")

AND

Keystone Premier RSP Global Elite 100 Fund
Keystone Premier RSP Euro Elite 100 Fund
(collectively, the "Premier RSP Funds")
Universal RSP U.S. Blue Chip Fund
Universal RSP U.S. Emerging Growth Fund
(together the "Universal RSP Funds")
Keystone Premier Global Elite 100 Fund
Keystone Premier Euro Elite 100 Fund
(collectively, the "Premier Underlying Funds")
Universal U.S. Blue Chip Fund
Universal U.S. Emerging Growth Fund
(together the "Universal Underlying Funds")

MRRS DECISION DOCUMENT


WHEREAS the local securities regulatory authority or regulator (the "DecisionMaker") in each of British Columbia, Alberta, Saskatchewan, Ontario, Nova Scotia andNewfoundland (the "Jurisdictions") has received an application from Mackenzie, asmanager and promoter of the Premier RSP Funds and the Universal RSP Funds and othermutual funds managed by Mackenzie after the date of this Decision having an investmentobjective or strategy that is linked to the returns or portfolio of another specified Mackenziemutual fund (collectively referred to as the "RSP Funds") for a decision by each DecisionMaker (collectively, the "Decision") under the securities legislation of the Jurisdictions (the"Legislation") that the following provisions of the Legislation (the "Applicable Legislation")shall not apply to the RSP Funds or Mackenzie, as the case may be, in respect of certaininvestments to be made by the RSP Funds in the Premier Underlying Funds, UniversalUnderlying Funds or other applicable corresponding Mackenzie mutual funds from timeto time (collectively referred to as the "Underlying Funds"):

1. the restrictions contained in the Legislation prohibiting a mutual fund fromknowingly making and holding an investment in a person or company in which themutual fund, alone or together with one or more related mutual funds, is asubstantial securityholder shall not apply in respect of certain investments to bemade by the RSP Funds in their corresponding Underlying Funds;

2. the requirements contained in the Legislation requiring the management companyto file a report relating to a purchase or sale of securities between the mutual fundand any related person or company, or any transaction in which, by arrangementother than an arrangement relating to insider trading in portfolio securities, themutual fund is a joint participant with one or more of its related persons orcompanies, shall not apply in respect of certain investments to be made by the RSPFunds in their corresponding Underlying Funds; and

3. the requirements contained in the Legislation prohibiting the portfolio manager (orin the case of the Securities Act (British Columbia), the mutual fund or responsibleperson) from knowingly causing an investment portfolio managed by it (the mutualfund) to invest in the securities of an issuer in which a responsible person is anofficer or director unless the specific fact is disclosed to the client, if applicable, andthe written consent of the client to the investment is obtained before the purchaseshall not apply in respect of certain investments to be made by the RSP Funds intheir corresponding Underlying Funds;

AND WHEREAS pursuant to the Mutual Reliance Review System for ExemptiveRelief Applications (the "System"), the Ontario Securities Commission is the principalregulator for this application;

AND WHEREAS it has been represented by the Manager to the Decision Makersthat:

1. Each of the RSP Funds and Underlying Funds are or will be an open-ended mutualfund trust established under the laws of the Province of Ontario. Mackenzie is acorporation established under the laws of the Province of Ontario and for the eachof the RSP Funds and the Underlying Funds will be the manager and promoter.Mackenzie is and will be the trustee, manager and promoter of each of theUniversal RSP Funds and each of the Universal Underlying Funds, will be theregistrar and transfer agent for all of the Underlying Funds and the RSP Funds.M.R.S. Trust Company will be the trustee for each of the Premier RSP Funds andthe Premier Underlying Funds. The head office of Mackenzie is in Toronto, Ontario.

2. Each of the RSP Funds and Underlying Funds is or will be reporting issuers. Thesecurities of each of the RSP Funds and Underlying Funds will be qualified undersimplified prospectuses and annual information forms (collectively, the"Prospectus").

3. Each of the RSP Funds seeks or will seek to achieve its investment objective whileensuring that securities of the RSP Fund do not constitute "foreign property" forregistered retirement savings plans, registered retirement income funds, deferredprofit sharing plans and similar plans ("Registered Plans").

4. To achieve its investment objective, each of the RSP Funds will invest its assets insecurities such that its units will, in the opinion of tax counsel to the RSP Funds, be"qualified investments" for Registered Plans and will not constitute foreign propertyin a Registered Plan. This will be achieved primarily through the implementationof a derivative strategy. However, the RSP Funds also intend to invest a portionof their assets in securities of the Underlying Funds. This investment by the RSPFunds will at all times be below the maximum foreign property limit prescribed forRegistered Plans (the "Permitted Limit").

5. The investment objectives of the Underlying Funds are or will be achieved throughinvestment primarily in foreign securities.

6. The direct investments by the RSP Funds in the Underlying Funds will be within thePermitted Limit (the "Permitted RSP Fund Investment"). The Manager and the RSPFunds will comply with the conditions of this Decision in respect of suchinvestments. The amount of direct investment by each RSP Fund in itscorresponding Underlying Fund will be adjusted from time to time so that, exceptfor transitional cash, the aggregate of derivative exposure to, and direct investmentin, the Underlying Fund will equal 100% of the assets of the RSP Fund.

7. Except to the extent evidenced by this Decision and specific approvals granted bythe Canadian securities administrators pursuant to National Instrument 81-102, theinvestments by the RSP Funds in the Underlying Funds have been or will bestructured to comply with the investment restrictions of the Legislation and NationalInstrument 81-102.

8. In the absence of this Decision, pursuant to the Legislation, each of the RSP Fundsis or would be prohibited from (a) knowingly making an investment in a person orcompany in which the mutual fund, alone or together with one or more relatedmutual funds, is a substantial securityholder; and (b) knowingly holding aninvestment referred to in subsection (a) hereof. As a result, in the absence of thisDecision a RSP Fund would be required to divest itself of any investments referredto in subsection (a) hereof.

9. In the absence of this Decision, the Legislation requires the Manager to file a reporton every purchase or sale of securities of the Underlying Funds by the RSP Funds.

10. By virtue of Mackenzie being the manager and promoter of the RSP Funds and theUnderlying Funds and, therefore, an "associate" of each such mutual fund andbecause M.R.S. Trust Company, a subsidiary of Mackenzie is the trustee of theRSP Funds and the Underlying Funds and certain of the directors and officers ofMackenzie are also officers of the RSP Funds and the Underlying Funds and assuch, a "responsible person" pursuant to the Legislation, in the absence of thisDecision, Mackenzie would be prohibited from causing the RSP Funds to invest inthe Underlying Funds unless the specific fact is disclosed to investors and, ifapplicable, the written consent of investors is obtained before the purchase.

AND WHEREAS pursuant to the System this MRRS Decision Document evidencesthe decision of each Decision Maker (collectively, the "Decision");

AND WHEREAS each of the Decision Makers is satisfied that the test contained inthe Legislation that provides the Decision Maker with the jurisdiction to make the Decisionhas been met;

The Decision of the Decision Makers pursuant to the Legislation is that theApplicable Legislation shall not apply so as to prevent the RSP Funds from investing in,or redeeming the securities of, the Underlying Funds and such investment does not requirefurther consent from or notice to securityholders of the RSP Funds or the Decision Makers.

PROVIDED IN EACH CASE THAT:

1. this Decision, as it relates to the jurisdiction of a Decision Maker, will terminate oneyear after the publication in final form of any legislation or rule of that DecisionMaker dealing with the matters in subsection 2.5(1) of National Instrument 81-102;and

2. the foregoing Decision shall only apply in respect of investments in, or transactionswith, the Underlying Funds that are made by the RSP Funds in compliance with thefollowing conditions:

a) the RSP Funds and Underlying Funds are under common management andthe Underlying Funds' securities are offered for sale in the jurisdiction of theDecision Maker pursuant to a prospectus which has been filed with andaccepted by the Decision Maker;

b) each RSP Fund restricts its aggregate direct investment in its correspondingUnderlying Fund to a percentage of its assets that is within the PermittedLimit;

c) the investment by the RSP Funds in the Underlying Funds is compatible withthe fundamental investment objective of the RSP Funds;

d) the Prospectus will describe the intent of the RSP Funds to invest in aspecified Underlying Fund;

e) the RSP Funds may change the Permitted RSP Fund Investments only ifthey change their fundamental investment objectives in accordance with theLegislation;

f) no sales charges are payable by the RSP Funds in relation to its purchasesof securities of the Underlying Funds;

g) there are compatible dates for the calculation of the net asset value of theRSP Funds and the Underlying Funds for the purpose of the issue andredemption of the securities of such mutual funds;

h) no redemption fees or other charges are charged by the Underlying Fundsin respect of the redemption by the RSP Funds of securities of theUnderlying Funds owned by the RSP Funds;

i) the arrangements between or in respect of the RSP Funds and theUnderlying Funds are such as to avoid the duplication of management fees;

j) no fees and charges of any sort are paid by a RSP Fund or by an UnderlyingFund or by the manager or principal distributor of a RSP Fund or anUnderlying Fund or by any affiliate or associate of any of the foregoingentities to anyone in respect of a RSP Fund's purchase, holding orredemption of the securities of the Underlying Fund;

k) in the event of the provision of any notice to securityholders of theUnderlying Funds, as required by the constating documents of theUnderlying Funds or by the laws applicable to the Underlying Funds, suchnotice will also be delivered to the securityholders of the RSP Funds; allvoting rights attached to the securities of the Underlying Funds that areowned by the RSP Funds will be passed through to the securityholders ofthe RSP Funds; in the event that a securityholders' meeting is called for anUnderlying Fund, all of the disclosure and notice material prepared inconnection with such meeting will be provided to the securityholders of thecorresponding RSP Fund and such securityholders will be entitled to directa representative of the RSP Fund to vote that RSP Fund's holding in theUnderlying Fund in accordance with their direction; and the representativeof the RSP Fund will not be permitted to vote the RSP Fund's holdings in theUnderlying Fund except to the extent the securityholders of the RSP Fundso direct;

l) in addition to receiving the annual and, upon request, the semi-annualfinancial statements, of the RSP Funds, securityholders of the RSP Fundswill receive the annual and, upon request, the semi-annual financialstatements, of the Underlying Funds in either a combined report, containingboth the RSP Funds' and Underlying Funds' financial statements, or in aseparate report containing the Underlying Funds' financial statements; and

m) to the extent that the RSP Funds and the Underlying Funds do not use acombined simplified prospectus and annual information form and financialstatements containing disclosure about the RSP Funds and the UnderlyingFunds, copies of the simplified prospectus, annual information form andannual and semi-annual financial statements relating to the UnderlyingFunds may be obtained upon request by a securityholder of the RSP Funds.

September 5th, 2000.

"Howard I. Wetston"      "Theresa McLeod"