Securities Law & Instruments


Section 147 - relief from requirement to payfees in connection with trades in money market fund units whichare exempt from prospectus and registration requirements providedfees calculated on based on net sales are filed.

Statute Cited

Securities Act, R.S.O. 1990, c. S.5 as am.,ss. 147.

Applicable Ontario Rule

OSC Rule 45-501, s. 2.3, 2.12, 7.3(1).



R.S.O. 1990, C. S.5, AS AMENDED

(the "Act")






(Section 147 of the Act)

UPON the application (the "Application")of UBS Global Asset Management (Canada) Co. (the "Applicant"),to the Ontario Securities Commission (the "Commission")for an order pursuant to section 147 of the Act that UBS (Canada)- Money Market Fund, UBS (Canada) - Government of Canada MoneyMarket Fund and any additional pooled money market funds whichmay be established by the Applicant in the future from timeto time (individually, a "Money Market Fund" and collectively,the "Money Market Funds"), not be subject to the requirementto pay the private placement fee prescribed by subsection 7.3(1)of Ontario Securities Commission Rule 45-501 entitled "ExemptDistributions" ("OSC Rule 45-501");

AND UPON the Applicant having representedto the Commission that:

1. The Applicant is a corporation amalgamatedunder the Companies Act of Nova Scotia and is registeredunder the Act as an adviser, in the categories of investmentcounsel and portfolio manager, and as a limited market dealer.

2. The Applicant and The Royal Trust Companyare the investment manager and the trustee of the UBS (Canada)funds, respectively, which have been established pursuantto an amended and restated trust agreement dated the 8thday of April, 2002 and a separate supplemental trust agreementfor each fund.

3. The Money Market Funds are or will be partof the UBS (Canada) funds, each pursuant to a separate supplementaltrust agreement.

4. Each Money Market Fund is or will be a"mutual fund in Ontario" as defined in subsection1(1) of the Act and is or will be a "money market fund"as defined in section 1.1 of National Instrument 81-102, exceptthat units of each Money Market Fund will not be qualifiedfor distribution pursuant to a simplified prospectus.

5. None of the Money Market Funds intendsto become a reporting issuer, as such term is defined in subsection1(1) of the Act, and units of the Money Market Funds willnot be listed on any stock exchange.

6. Units of the Money Market Funds will bedistributed on a continuous basis to investors in each ofthe provinces and territories of Canada, including Ontario,pursuant to the private placement exemptions in each jurisdiction'ssecurities legislation.

7. The Applicant uses qualified agents anddealers where necessary to assist it in selling units of theMoney Market Funds to investors.

8. The financial year-end of each Money MarketFund is currently December 31st.

AND UPON considering the Applicationand the recommendations of staff of the Commission;

AND UPON the Commission being satisfiedthat to do so would not be prejudicial to the public interest;

IT IS ORDERED pursuant to section 147of the Act that the requirement to remit the private placementfee prescribed by subsection 7.3(1) of OSC Rule 45-501 withrespect to the sale of units of a Money Market Fund shall notapply, provided the Money Market Fund remits to the Commission,in accordance with either subsection 7.5(8) or section 7.7 ofOSC Rule 45-501, a fee equal to 0.02% times the net sales ofthe units of the Money Market Fund in Ontario during a financialyear, where net sales is the amount calculated by the followingformula:



"X" is the aggregate gross proceedsrealized from the distribution of units of the Money MarketFund in Ontario during the year, and

"Y" is the aggregate of the redemptionand repurchase prices paid to redeem or repurchase units ofthe Money Market Fund held by persons in Ontario during theyear.

November 15, 2002.

"Robert L. Shirriff"                    "HaroldP. Hands"