Securities Law & Instruments

Headnote

Investment by Top Funds in securities of Underlying Funds under commonmanagement for specified purpose exempted from the reporting requirements and self-dealing prohibitions of clauses 111(2)(b), 111(3) and clauses 117(1)(a) and (d).

Percentage of Top Funds' assets invested in Underlying Funds limited to one-half ofthe foreign property limit under the ITA for registered plans.

Statutes Cited

Securities Act (Ontario), R.S.O. 1990 c.S.5, as am., 111(2)(b), 111(3), 117(1)(a) and117(1)(d).


IN THE MATTER OF THE SECURITIES LEGISLATIONOF BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN, ONTARIO, QUÉBEC, NOVA SCOTIA AND NEWFOUNDLAND

AND

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

AND

IN THE MATTER OF
ICM BALANCED FUND, ICM EQUITY FUND, INTEGRA CAPITAL FINANCIAL CORPORATION

MRRS DECISION DOCUMENT


WHEREAS the local securities regulatory authority or regulator (the "DecisionMaker") in each of British Columbia, Alberta, Saskatchewan, Ontario, Québec, NovaScotia and Newfoundland (the "Jurisdictions") has received an application from IntegraCapital Financial Corporation ("Integra"), as manager and trustee of the ICM BalancedFund (the "Balanced Fund") and ICM Equity Fund (the "Equity Fund") (collectivelyreferred to as the "Top Funds") for a decision by each Decision Maker (collectively, the"Decision") under the securities legislation of the Jurisdictions (the "Legislation") thatthe following provisions of the Legislation (the "Applicable Requirements") shall notapply to the Top Funds or Integra, as the case may be, in respect of certaininvestments to be made by the Balanced Fund and Equity Fund in each of the IntegraAnalytic U.S. Large Cap Equity Fund (the "Analytic Fund") and Integra EuroPacificFund (the "EuroPacific Fund") (collectively referred to as the "Underlying Funds"):

(i) the provisions requiring the management company of a mutual fund to file areport relating to the purchase or sale of securities between the mutual fund andany 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; and

(ii) the provisions prohibiting a mutual fund from knowingly making and holding aninvestment in a person or company in which the mutual fund, alone or togetherwith one or more related mutual funds, is a substantial securityholder.

AND WHEREAS under the Mutual Reliance Review System for Exemptive ReliefApplications (the "System"), the Ontario Securities Commission is the principalregulator for this application;

AND WHEREAS Integra has represented to the Decision Makers as follows:

1. Integra is a corporation incorporated under the laws of Ontario and its registeredoffice is located in Ontario. Integra is the manager and trustee of the Top Fundsand the Underlying Funds (collectively, the "Funds").

2. The Funds are or are expected to be open-end mutual fund trusts establishedunder the laws of Ontario, except for the EuroPacific Fund. It is currentlyintended that the only investors in the EuroPacific Fund will be Integrainvestment funds. The securities of the Funds are or will be qualified in all of theprovinces of Canada (the "Prospectus Jurisdictions") pursuant to a prospectusand annual information form (in each case, together the "Prospectus").

3 Each of the Funds is a reporting issuer under the Legislation of each of theProspectus Jurisdictions (other than those jurisdictions which do not recognizereporting issuers).

4. The Prospectus contains or will contain disclosure with respect to the investmentobjective, investment practices and restrictions of the Funds. As part of itsinvestment practice, each Top Fund intends to invest in securities of theUnderlying Funds.

5. As disclosed in the Prospectus, each Top Fund will invest a specifiedpercentage (the "Target Weighting") of its assets in securities of each of theUnderlying Funds, subject to a variation above or below such Target Weightingof not more than 2.5 percentage points to account for market fluctuations.

6. The aggregate investment by a Top Fund in Underlying Funds will not at anyone time exceed one-half of the amount prescribed from time to time as themaximum permitted amount capable of being made as a foreign propertyinvestment under the Income Tax Act (Canada) for registered retirement savingsplans, such aggregate investment not to exceed 15% (the "Permitted AggregateInvestment").

7. Except to the extent evidenced by this Decision Document and specificapprovals granted by the securities regulatory authorities or regulators underNational Instrument 81-102 ("NI 81-102"), the investments by the Top Funds inthe Underlying Funds have been or will be structured to comply with theinvestment restrictions of the Legislation and NI 81-102.

8. In the absence of this Decision, a Top Fund is prohibited from knowingly makingand holding an investment in an Underlying Fund in which the Top Fund aloneor together with one or more related mutual funds, is a substantialsecurityholder.

9. In the absence of this Decision, Integra is required to file a report on everypurchase or sale of securities of an Underlying Fund by a Top Fund.

10. A Top Fund's investment in or redemption of securities of an Underlying Fundrepresents the business judgment of responsible persons, uninfluenced byconsiderations other than the best interests of the Top Fund.

AND WHEREAS under the System this Decision Document evidences thedecision of each Decision Maker;

AND WHEREAS each Decision Maker is satisfied that the test contained in theLegislation 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 Requirements shall not apply to the Top Funds or Integra, as the case maybe, in respect of the investments to be made by the Top Funds in securities of theUnderlying Funds;

PROVIDED THAT IN RESPECT OF the investment by the Top Funds insecurities of the Underlying Funds:

1. the Decision, as it relates to the jurisdiction of a Decision Maker, will terminateone year after the publication in final form of any legislation or rule of thatDecision Maker dealing with the matters in section 2.5 of National Instrument 81-102; and

2. the Decision shall apply only to investments in, or transactions with, theUnderlying Funds that are made by a Top Fund in compliance with the followingconditions:

(a) each of the Top Funds and the Underlying Funds are under commonmanagement and the securities of both are offered for sale in the jurisdiction ofeach Decision Maker, pursuant to a prospectus which has been filed with andaccepted by the Decision Maker;

(b) the investment by a Top Fund in the Underlying Funds is compatible with thefundamental investment objectives of the Top Fund;

(c) each Top Fund's investment in the Underlying Funds may deviate above orbelow the Target Weightings by no more than 2.5% to account for marketfluctuations (the "Permitted Percentage Deviation");

(d) the Prospectus discloses the intent of the Top Funds to invest in securities of theUnderlying Funds, the names of the Underlying Funds, the Target Weightingsand the Permitted Percentage Deviation;

(e) if at any time the investment of a Top Fund in the Underlying Funds exceeds (ordeclines below) the Permitted Percentage Deviation, Integra will make thenecessary changes in the Top Fund's investment portfolio at its next valuationdate in order to bring its investment in the Underlying Funds up or down to theTarget Weighting;

(f) the Underlying Funds in which the Top Funds may invest and the TargetWeightings, as disclosed in the Prospectus, will not be changed unless the TopFund amends its Prospectus to reflect the proposed change or files a newprospectus reflecting such change, and the unitholders of the Top Fund aregiven at least 60 days' prior written notice of the proposed change;

(g) the Top Funds do not invest in Underlying Funds that invest in mutual funds;

(h) the Permitted Aggregate Investment may not be changed without regulatoryapproval, and this fact is disclosed in the Prospectus;

(i) except as permitted by this Decision, the Top Funds will not invest in any othermutual funds;

(j) no sales charges are payable by the Top Funds in relation to their purchases ofsecurities of the Underlying Funds;

(k) there are compatible dates for the calculation of the net asset value of the TopFunds and the Underlying Funds for the purpose of issuing and redeemingsecurities of the Funds;

(l) no redemption fees or other charges are charged by the Underlying Funds inrespect of the redemption by the Top Funds of securities of the UnderlyingFunds owned by the Top Funds;

(m) there will be no duplication of management fees as no management fees arecharged to the Top Funds or Underlying Funds;

(n) no fees or charges of any sort are paid by the Funds, the manager or principaldistributor of the Funds or by any affiliate or associate of any of the foregoingentities to anyone in respect of a Top Fund's purchase, holding or redemption of,the securities of the Underlying Funds;

(o) in the event of the provision of any notice to securityholders of an UnderlyingFund as required by the applicable laws or the constating documents of theUnderlying Fund, such notice will also be delivered to the securityholders of theTop Funds; all voting rights attached to the securities of an Underlying Fund thatare owned by a Top Fund will be passed through to the securityholders of theTop Fund;

(p) in the event that a meeting of the securityholders of an Underlying Fund iscalled, all of the disclosure and notice material prepared in connection with suchmeeting will be provided to the securityholders of the Top Funds; and suchsecurityholders will be entitled to direct a representative of the Top Fund to votethe Top Fund's holdings in the Underlying Fund in accordance with theirdirection; and the representative of the Top Fund will not be permitted to votethe Top Fund's holdings in the Underlying Fund except to the extent thesecurityholders of the Top Fund so direct;

(q) in addition to receiving the annual and, upon request, the semi-annual financialstatements of the Top Funds, securityholders of a Top Fund will receive theannual and, upon request, the semi-annual financial statements of theUnderlying Funds in either a combined report, containing both the Top Fund'sand Underlying Funds' financial statements or in a separate report containingthe Underlying Funds' financial statements; and

(r) to the extent that the Funds do not use a combined prospectus and annualinformation form and financial statements containing disclosure about the TopFunds and the Underlying Funds, copies of the simplified prospectus and annualinformation form and financial statements relating to the Underlying Funds maybe obtained upon request by a securityholder of a Top Fund.

September 15th 2000.

"J. A. Geller"       "Morley P. Carscallen"