Securities Law & Instruments

IN THE MATTER OF THE SECURITIES LEGISLATION OF BRITISH COLUMBIA,ALBERTA, SASKATCHEWAN, MANITOBA, ONTARIO, QUEBEC, NEWBRUNSWICK, NOVA SCOTIA, PRINCE EDWARD ISLAND, NEWFOUNDLAND,

AND

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

AND

IN THE MATTER OF
ARTISAN RSP MOST CONSERVATIVE PORTFOLIO, ARTISAN RSPCONSERVATIVE PORTFOLIO, ARTISAN RSP MODERATE PORTFOLIO, ARTISANRSP AGGRESSIVE PORTFOLIO, ARTISAN RSP MOST AGGRESSIVE PORTFOLIO,ARTISAN MOST CONSERVATIVE PORTFOLIO, ARTISAN CONSERVATIVEPORTFOLIO, ARTISAN MODERATE PORTFOLIO, ARTISAN AGGRESSIVEPORTFOLIO, ARTISAN MOST AGGRESSIVE PORTFOLIO, ARTISAN CANADIANEQUITY PORTFOLIO, ARTISAN CANADIAN T-BILL PORTFOLIO, ARTISAN U.S.EQUITY PORTFOLIO, ARTISAN INTERNATIONAL EQUITY PORTFOLIO ANDARTISAN GLOBAL FIXED INCOME PORTFOLIO (the "Artisan Portfolios")

MRRS DECISION DOCUMENT


WHEREAS the Canadian securities regulatory authority or regulator (the"Decision Maker") in each of the provinces of British Columbia, Alberta, Saskatchewan,Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island andNewfoundland (the "Jurisdictions") has received an application (the "Applications") fromLoring Ward Investment Counsel Ltd. ("Loring Ward") and the Artisan Portfolios for adecision pursuant to the securities legislation of the Jurisdictions (the "Legislation") thatthe time limits pertaining to the distribution of units under the simplified prospectus (the"Prospectus") of the Artisan Portfolios be extended to those time limits that would beapplicable if the lapse date of the Prospectus was October 14, 2000.

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

AND WHEREAS it has been represented by Loring Ward to the DecisionMakers that:

(a) Loring Ward is a corporation governed under the laws of Manitoba. Loring Wardis the trustee, manager and promoter of the Artisan Portfolios.

(b) The Artisan Portfolios are open-ended mutual fund trusts established by LoringWard under the laws of Manitoba.

(c) The Artisan Portfolios are reporting issuers under the Act and are not in defaultof any requirements of the Act or the Regulations made thereunder.

(d) The Artisan Portfolios are presently offered for sale on a continuous basis ineach province of Canada pursuant to a simplified prospectus (the "Prospectus")dated May 25, 1999 which was receipted on May 26, 1999 in Manitoba asamended by Amendment No. 1 dated July 13, 2000 - Sedar Project No. 165839(the "Amendment") for which a receipt was issued in Manitoba on July 28, 2000.In each province other than Ontario and Quebec, the lapse date is twelvemonths after the date of the issuer's prospectus, while in Ontario and Quebecthe lapse date is twelve months after the date of the receipt issued by theapplicable securities regulatory authority.

(e) Pursuant to an MRRS Decision Document dated May 30, 2000, the lapse date(the "Lapse Date") for distribution of securities of the Artisan Portfolios wasinitially extended to August 4, 2000 to allow sufficient time for Loring Ward toconvene a unitholder meeting to consider certain changes to the underlyingfunds of the Artisan Portfolios. A preliminary and pro forma prospectus of theArtisan Portfolios was filed on July 5, 2000, being 30 days in advance of theAugust 4, 2000 lapse date. Subsequently, a further extension of the Lapse Datewas granted to allow Loring Ward sufficient time to address the issues that wereraised in the comment period.

(f) A preliminary and pro forma prospectus of the Artisan Portfolios was filed byLoring Ward on July 5, 2000.

 

(g) Other than cash or cash equivalents, the securities in which each Portfolioinvests are other prospectus-qualified mutual funds (individually, an "UnderlyingFund" and collectively, the "Underlying Funds").

(h) Certain of the Portfolios are currently invested in Underlying Funds which arethemselves 100% exposed to or directly invested in other mutual funds ("CloneFunds") in specified percentages of their net assets as follows:

Artisan RSP Conservative Portfolio (to be renamed Artisan ConservativePortfolio):

C.I. Global Bond RSP Fund 2%

 

Artisan RSP Moderate Portfolio:

C.I. Global Bond RSP Fund 2%

C.I. Global Equity RSP Fund 4%

Artisan RSP Aggressive Portfolio (to be renamed Artisan RSP Growth Portfolio):

C.I. Global Bond RSP Fund 5%

C.I. Global Equity RSP Fund 7%

C.I. American RSP Fund 6%

Global Strategy RSP Europe Plus Fund

(formerly, Global Strategy Diversified

Europe Fund) 2%

Artisan RSP Most Aggressive Portfolio (to be renamed Artisan RSP High GrowthPortfolio):

C.I. Global Bond RSP Fund 5%

C.I. Global Equity RSP Fund 9%

C.I. American RSP Fund 12%

Global Strategy RSP Europe Plus Fund

(formerly, Global Strategy Diversified

Europe Fund) 6%

The investments are subject to a variance of 2.5% above or below the specifiedpercentages, to account for market fluctuation and without the Portfolios or theManager taking any action to increase or decrease the investment above orbelow the specified percentages.

(i) Other than as represented in paragraph (h), no Portfolio is currently invested inany Underlying Fund that is a Clone Fund.

(j) The Amendment sets out the changes proposed by Loring Ward which includeproposed changes to investment objectives, fund names and proposed changesto the portfolio of underlying funds of several of the Artisan Portfolios. Theexistence of RSP Clone funds as underlying funds in some of the portfolios isthe subject of numerous comments from the Participating Jurisdictions. Thevarious manners in which RSP clone funds came to be included in the portfolios(which were largely due to actions taken by other arms-length mutual fundmanagers) and the merits of allowing such funds to remain in the portfolioseither permanently or on some reasonable transitional basis has been discussedat length by Loring Ward with staff at the Principal Regulator and several of theParticipating Jurisdictions.

(k) Since the date of the Amendment, the only material change which occurred isthat unitholder approval was obtained based on what Loring Ward believed to bea basis which would be acceptable to the Participating Jurisdictions atreconvened unitholder meetings held on August 17, 2000. The substance ofthese changes is disclosed in the simplified prospectus and annual informationform which were filed on August 28, 2000 in an effort to avoid the expense of aseparate paper part amendment; these prospectus documents have not beenreceipted by the Participating Jurisdictions. Since those prospectus documentshave not been receipted, and will not be until the issues concerning the RSPclone funds are resolved, Loring Ward would be willing to file a separateamendment to reflect the current status of matters if the ParticipatingJurisdictions believe this to be appropriate.

(l) Loring Ward has had extensive discussions with the Principal Regulator and theother Participating Jurisdictions in an effort to satisfy regulatory concerns and toreach a viable resolution to the outstanding issues which is acceptable to staff ofthe Participating Jurisdictions, but which is also in Loring Ward's view,consistent with its fiduciary responsibility to act in the best interest of theunitholders of the affected Artisan Portfolios.

(m) The time invested by Loring Ward in discussing these issues, preparingsubmissions, responding to regulatory enquiries and considering all proposalsas to how to resolve the outstanding issues is ample evidence of its bona fidesin this matter.

(n) The extension of the Lapse Date will afford Loring Ward the opportunity to fullyconsider the position put forward by certain of the Participating Jurisdictions, todetermine whether alternatives for restructuring the affected Artisan Portfoliosare viable, if necessary to prepare further submissions to the ParticipatingJurisdictions, potentially to properly prepare for a hearing upon the refusal ofcertain Participating Jurisdictions to allow the use of RSP Clone Funds (a"Hearing") or, in the alternative, the Participating Jurisdictions time to acceptLoring Ward's proposal on the timing and basis on which the affected ArtisanPortfolio would cease to be invested in RSP Clone funds.

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

AND WHEREAS each of the Decision Makers are satisfied that the testcontained in the Legislation that provides the Decision Maker with the jurisdiction tomake the Decision has been met;

 

The Decision of the Decision Makers pursuant to the Legislation is that the timelimits provided by Legislation as they apply to a distribution of securities under aprospectus are hereby extended to the time limits that would be applicable if the LapseDate for the distribution of securities under the Prospectus of the Artisan Portfolios wasOctober 14, 2000 with the following condition:

Until such time as the Portfolios are permitted to invest in Clone Funds as a result of aHearing or express discretionary relief,

(a) the Portfolios referred to in paragraph (h) shall not increase the specifiedpercentages of their net assets that are invested in Clone Funds and shall notinvest in any other Underlying Fund that is a Clone Fund; and

(b) no other Portfolio shall invest in any Underlying Fund that is a Clone Fund.

DATED at Winnipeg, Manitoba this 25th day of September, 2000.

"R.B. Bouchard"

Director, Capital Markets