Securities Law & Instruments

INTHE MATTER OF

THESECURITIES ACT R.S.O. 1990, CHAPTER S.5, AS AMENDED (the "Act")

AND

INTHE MATTER OF

CANADIANIMPERIAL BANK OF COMMERCE

ORDER

(Subsection59(1) of Schedule I of the Regulation made under the Act (the"Regulation"))

UPONthe application of Canadian Imperial Bank of Commerce ("CIBC"),the manager of the CIBC Managed Income Portfolio, CIBC ManagedIncome Plus Portfolio, CIBC Managed Balanced Portfolio, CIBCManaged Balanced Growth Portfolio, CIBC Managed Balanced GrowthRRSP Portfolio, CIBC Managed Growth Portfolio, CIBC ManagedGrowth RRSP Portfolio, CIBC Managed Aggressive Growth Portfolio,CIBC Managed Aggressive Growth RRSP Portfolio and other similarmutual funds managed by CIBC from time to time (collectively,the "Top Funds", individually, a "Top Fund"), to the OntarioSecurities Commission (the "Commission") for an Order pursuantto subsection 59(1) of Schedule I of the Regulation exemptingCIBC Money Market Fund, CIBC Canadian Bond Fund, CIBC GlobalBond Fund, Canadian Imperial Equity Fund, CIBC U.S. Small CompaniesFund, CIBC European Equity Fund, CIBC Emerging Economies Fund,CIBC Far East Prosperity Fund, CIBC Canadian Short-Term BondIndex Fund, CIBC U.S. Equity Index Fund, CIBC U.S. Index RRSPFund, CIBC International Index RRSP Fund, CIBC Canadian BondIndex Fund, CIBC Canadian Index Fund and such other mutual fundsmanaged by CIBC from time to time (collectively, the "UnderlyingFunds, individually, an "Underlying Fund") from paying duplicatefiling fees on an annual basis in respect of the distributionof units of the Underlying Funds to the Top Funds and on thereinvestment of distributions of such units.

ANDUPON considering the application and the recommendationof staff of the Commission;

ANDUPON CIBC having represented to the Commission that:

1.CIBC is a Canadian chartered bank with its head office locatedin Toronto, Ontario, and is, or will be, the manager of theTop Funds and Underlying Funds.

2.Each of the Top Funds and Underlying Funds is or will be anopen-end mutual fund trust established under the laws of theprovince of Ontario. Units of each of the Top Funds and UnderlyingFunds are or will be qualified for distribution in each of theprovinces and territories of Canada under simplified prospectusesand annual information forms filed with and accepted by thosejurisdictions.

3.Each of the Top Funds and Underlying Funds is or will be a reportingissuer in each of the provinces and territories of Canada andis not or will not be in default of any requirements of thesecurities legislation or regulations applicable in those jurisdictions.

4.As part of its investment strategy, each Top Fund may investall or substantially all of its assets directly in units ofits corresponding Underlying Funds (the "Fund-on-Fund Investments").

5.Applicable securities regulatory approvals for the Fund-on-FundInvestments and the Top Funds' investment strategies have orwill have been obtained.

6.Annually, each of the Top Funds will be required to pay filingfees to the Commission in respect of the distribution of itsunits in Ontario pursuant to section 14 of Schedule I of theRegulation and will similarly be required to pay fees basedon the distribution of its units in other relevant Canadianjurisdictions pursuant to applicable securities legislationin each of those jurisdictions.

7.Annually, each of the Underlying Funds will be required to payfiling fees in respect of the distribution of its units in Ontario,including the distribution of units to the Top Funds, pursuantto section 14 of Schedule I of the Regulation and will similarlybe required to pay fees based on the distribution of its unitsin other relevant Canadian jurisdictions pursuant to the applicablesecurities legislation in each of those jurisdictions.

8.A duplication of filing fees pursuant to section 14 of ScheduleI of the Regulation may result when (a) assets of a Top Fundare invested in the applicable Underlying Fund, and (b) a distributionfee is paid by an Underlying Fund on units of the UnderlyingFund purchased by the applicable Top Fund which are reinvestedin additional units of the Underlying Fund (the "ReinvestedSecurities").

ANDUPON the Commission being satisfied that to do so wouldnot be prejudicial to the public interest;

ITIS ORDERED by the Commission pursuant to subsection59(1) of Schedule I of the Regulation that the Underlying Fundsare exempt from the payment of duplicate filing fees on an annualbasis pursuant to section 14 of Schedule I of the Regulationin respect of the distribution of units of the Underlying Fundsto the Top Funds and distribution of the Reinvested Securities,provided that each Underlying Fund shall include in its noticefiled under subsection 14(4) of Schedule I of the Regulationa statement of the aggregate gross proceeds realized in Ontarioas a result of the issuance by the Underlying Funds of unitsto the Top Funds and Reinvested Securities, together with acalculation of the fees that would have been payable in theabsence of this Order.

January18, 2002.

"PaulMoore"       "R. Stephen Paddon"