Securities Law & Instruments

Headnote

Investment by RSP funds in securities of another mutual fund that is under commonmanagement for specified purpose exempted from the reporting requirements and self-dealing prohibitions of clauses 111(2)(b), 111(3), 117(1)(a) and 117(1)(d).

Investment by RSP funds in forward contracts issued by related counterparty exemptedfrom the requirements of clause 111(2)(a) and 118(2)(a), subject to specified conditions.

Statutes Cited

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


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

AND

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

AND

IN THE MATTER OF
TALVEST FUND MANAGEMENT INC.
TALVEST JAPANESE EQUITY RSP FUND
TALVEST ASIAN RSP FUND
TALVEST EUROPEAN RSP FUND
TALVEST VALUE LINE U.S. EQUITY RSP FUND
TALVEST INTERNATIONAL EQUITY RSP FUND

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 TalvestFund Management Inc. ("Talvest") as manager and promoter of Talvest Japanese RSPFund, Talvest Asian RSP Fund, Talvest European RSP Fund, Talvest Value Line U.S.Equity RSP Fund and Talvest International Equity RSP Fund and other mutual fundsmanaged by Talvest after the date of this Decision having an investment objective orstrategy that is linked to the returns or portfolio of another specified Talvest mutual fund(collectively referred to as the "RSP Funds") for a decision by each Decision Maker(collectively, the "Decision") under the securities legislation of the Jurisdictions (the"Legislation") that the following prohibitions or requirements under the Legislation (the"Applicable Requirements") shall not apply to the RSP Funds or Talvest, as the casemay be, in respect of certain investments to be made by Talvest Japanese Equity RSPFund in Talvest Japanese Equity Fund, by Talvest Asian RSP Fund in Talvest AsianFund, by Talvest European RSP Fund in Talvest European Fund, by Talvest ValueLine U.S. Equity RSP Fund in Talvest Value Line U.S. Equity Fund, by TalvestInternational Equity RSP Fund in Talvest International Equity Fund, and by other RSPFunds in their applicable corresponding Talvest mutual fund from time to time (thefunds in which such investments are to be made being collectively referred to as the"Underlying Funds"):

1. 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;

2. the provisions requiring the management company of a mutual fund to file areport relating to a 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;

3. the provision prohibiting a mutual fund knowingly making and holding aninvestment in an issuer which is a substantial securityholder of the mutual fund,its management company or distribution company; and

4. the provision prohibiting a portfolio manager or, in British Columbia, the mutualfund, from knowingly causing an investment portfolio managed by it to invest inany issuer in which a "responsible person" (as that term is defined in theLegislation) is an officer or director, unless the specific fact is disclosed to theclient and, if applicable, and the written consent of the client to the investment isobtained before the purchase.

AND WHEREAS under the Mutual Reliance Review System for Exemptive Relief

Applications (the "System"), the Ontario Securities Commission is the principalregulator for this application.

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

1. Each of the RSP Funds and the Underlying Funds (collectively, the "Funds") is,or will be, open-end mutual fund trusts established under the laws of theProvince of Ontario.

2. Talvest is a corporation established under the laws of Canada and for each ofthe RSP Funds and Underlying Funds is or will be the manager, trustee andpromoter. The head office of Talvest is in Montreal, Québec.

3. Each of the RSP Funds and the Underlying Funds is, or will be, a reportingissuer.

4. The securities of each of the RSP Funds and Underlying Funds are, or will be,qualified under simplified prospectuses and annual information forms (suchdocuments when filed in final form hereinafter referred to togetheras"Prospectus") in all of the provinces and territories of Canada.

5. The Prospectus will contain disclosure with respect to the investment objective,investment practices and restrictions of the Funds. The investment objective ofthe RSP Funds is generally to provide returns similar to those of thecorresponding Underlying Funds through investment in forward contracts orother specified derivatives that are linked to the returns of the Underlying Funds.

6. To achieve its investment objective, each of the RSP Funds invests, or willinvest, its assets in securities such that its units will, in the opinion of tax counselto the RSP Funds, be "qualified investments" for registered retirement savingsplans, registered retirement income funds, and deferred profit sharing plans(collectively, "Registered Plans") and will not constitute "foreign property" underthe Income Tax Act (Canada) (the "Tax Act"). This will primarily be achieved bythe RSP Funds entering into derivative contracts with one or more financialinstitutions (the "Counterparties") that link the returns to the Underlying Funds.

7. The RSP Funds may enter into forward contracts with Canadian Imperial Bank ofCommerce or its affiliates ("CIBC"), an affiliate of Talvest, ("RelatedCounterparty") as counterparty.

8. A Counterparty may hedge its obligations under a derivative contract byinvesting in securities of the applicable Underlying Fund.

9. The investment objectives of the Underlying Funds are, or will be, achievedthrough investment primarily in foreign securities.

10. Each RSP Fund also intends to invest a portion of its assets directly in securitiesof the corresponding Underlying Fund. Such investment will at all times bebelow the maximum foreign property limit prescribed for Registered Plans (the"Permitted Limit").

11. The direct investments by the RSP Funds in the Underlying Funds will be withinthe Permitted Limit (the "Permitted RSP Fund Investment"). Talvest and the RSPFunds will comply with the conditions of this Decision Document in respect ofsuch investments. The amount of direct investment by each RSP Fund in itscorresponding Underlying Fund will be adjusted from time to time so that, exceptfor the transitional cash, the aggregate of the derivative exposure to, and directinvestment in, the Underlying Fund will equal 100% of the assets of that RSPFund.

12. Except to the extent evidenced by this Decision and specific approvals grantedby the Canadian securities administrators pursuant to National Instrument81-102 ("NI 81-102"), the investment by the RSP Funds in the Underlying Fundswill be structured to comply with the investment restrictions of the Legislationand NI 81-102.

13. In the absence of this Decision, each of the RSP Funds is, or would be,prohibited from (a) knowingly making an investment in a person or company inwhich the mutual fund, alone or together with one or more related mutual funds,is a substantial securityholder or in an issuer in which any person or company isa substantial securityholder of the mutual fund or its management company; (b)knowingly holding an investment referred to in subsection (a) hereof; and (c) forgreater certainty, knowingly making and holding an investment in securities ofCIBC. As a result, in the absence of this Decision, a RSP Fund would berequired to divest itself of any investments referred to in subsections (a) and (c)herein.

14 In the absence of this Decision, the Legislation requires Talvest to file a reporton every purchase or sale of securities of the Underlying Funds by the RSPFunds.

15. By virtue of Talvest being the manager and promoter of the RSP Funds and theUnderlying Funds and, therefore, an "associate" of each such mutual fund, andbecause certain of the officers and directors of Talvest are also, or will also be,also officers of the RSP Funds and the Underlying Funds and, as such,"responsible persons" pursuant to the Legislation, in the absence of thisDecision, Talvest 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.

16. The RSP Funds' investment in or redemption of securities in the UnderlyingFunds or investment in forward contracts issued by CIBC or any of its affiliatesrepresents the business judgement of responsible persons, uninfluenced byconsiderations other than the best interests of the RSP Funds.

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 the Applicable Requirements shall not apply to the RSP Funds, Talvest, or a portfolio sub-adviser, as the case may be, in respect of the investments to be made by the RSPFunds in securities of the Underlying Funds, or in forward contracts issued by CIBC orany one of its affiliates;

PROVIDED THAT IN RESPECT OF the investment by the RSP 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 matters in section 2.5 of NI 81-102; and

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

a) the RSP Funds and the Underlying Funds are under commonmanagement and the securities of both are offered for sale in thejurisdiction of each Decision Maker pursuant to a prospectus which hasbeen filed with and accepted by the Decision Maker;

b) the RSP Funds restrict their aggregate direct investment in securities ofthe Underlying Funds to a percentage of their assets that is within thePermitted Limit;

c) the investment by the RSP Funds in securities of the Underlying Funds iscompatible with the fundamental investment objectives of the RSP Funds;

d) the Prospectus discloses the intent of the RSP Funds to invest insecurities of the Underlying Funds;

e) the RSP Funds may change the Permitted RSP Fund Investment only ifthey change their fundamental investment objectives in accordance withthe Legislation;

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

g) there are compatible dates for the calculation of the net asset values ofthe RSP Funds and the Underlying Funds for the purpose of the issueand redemption of the securities of such mutual funds;

h) no redemption fees or other charges are charged by the UnderlyingFunds in 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 managementfees;

j) no fees and charges of any sort are paid by the RSP Funds, theUnderlying Funds, the manager or principal distributor of the RSP Fundsor the Underlying Funds, or by any affiliate or associate of any of theforegoing entities to anyone in respect of the RSP Funds' purchases,holdings or redemptions of the securities of the Underlying Funds;

k) in the event of the provision of any notice to securityholders of theUnderlying Funds as required by applicable laws or the constatingdocuments of the Underlying Funds, such notice will also be delivered tothe securityholders of the RSP Funds; all voting rights attached to thesecurities of the Underlying Funds which are owned by the RSP Fundswill be passed through to the securityholders of the RSP Fund;

l) in the event that a meeting of the securityholders of the Underlying Fundsis called, all of the disclosure and notice material prepared in connectionwith such meeting will be provided to the securityholders of the RSPFunds; each securityholder will be entitled to direct a representative of theRSP Funds to vote that securityholders' proportion of the RSP Funds'holdings in the Underlying Funds in accordance with his or her direction;and the representative of the RSP Funds will not be permitted to vote theRSP Funds' holdings in the Underlying Funds except to the extent thesecurityholders of the RSP Funds so direct;

m) 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, either in a combined reportcontaining the financial statements of both the RSP Funds and UnderlyingFunds, or in a separate report containing the financial statements of theUnderlying Funds; and

n) to the extent that the RSP Funds and the Underlying Funds do not use acombined simplified prospectus, annual information form and financialstatements containing disclosure about the RSP Funds and theUnderlying Funds, copies of the simplified prospectus, annual informationform and financial statements relating to the Underlying Funds may beobtained upon request by a securityholder of the RSP Funds.

AND PROVIDED THAT IN RESPECT OF the investment by the RSP Funds inthe forward contracts, the Decision applies to the investments in forwardcontracts of CIBC as counterparty that are made in compliance with the followingconditions:

1. the pricing terms offered by the Related Counterparty to the RSP Funds underthe forward contracts are at least as favourable as the terms committed by theRelated Counterparty to other third parties, which are of similar size as the RSPFunds;

2. prior to the RSP Funds entering into a forward contract transaction with aRelated Counterparty, the independent auditors of the RSP Funds will reviewthe pricing offered by the Related Counterparty to the RSP Funds against thepricing offered by the Related Counterparty to other fund groups offering RSPFunds of similar size, to ensure that the pricing is at least as favourable;

3. the review by the independent auditors will be undertaken not less frequentlythan on a quarterly basis and, in addition, on every renewal or pricingamendment to each forward contract, during the term of such contract;

4. the RSP Funds' Prospectus (and each renewal thereof) discloses theindependent auditors' role and their review of the forward contracts, as well asthe involvement of the Related Counterparty; and

5. the RSP Funds will enter into forward contracts with a Related Counterparty onlyonce confirmation of favourable pricing is received from the independentauditors of the RSP Funds.

October 13th, 2000.

"J.A. Geller"       "R. Stephen Paddon"