Allied Properties Real Estate Investment Trust - MRRS Decision

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - Closed-end investment trust exempt fromprospectus and registration requirements in connection withissuance of units to existing unitholders under a distributionreinvestment plan whereby distributions of income are reinvestedin additional units of the trust, subject to certain conditions- first trade relief provided for additional units of trust,subject to certain conditions.

Statues Cited

Securities Act, R.S.O. 1990, c. S.5, as am.,ss. 25, 53, 74(1).

Multilateral Instruments Cited

Multilateral Instrument 45-102 Resale of Securities24 OSCB 7029.

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

ONTARIO, ALBERTA, BRITISHCOLUMBIA, SASKATCHEWAN, MANITOBA,

NEWFOUNDLAND AND LABRADOR,NEW BRUNSWICK, NOVA SCOTIA,

PRINCE EDWARD ISLAND AND QUÉBEC

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

ALLIED PROPERTIES REAL ESTATEINVESTMENT TRUST

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof Ontario, Alberta, British Columbia, Saskatchewan, Manitoba,Newfoundland and Labrador, New Brunswick, Nova Scotia, PrinceEdward Island and Québec (the "Jurisdictions")has received an application from Allied Properties Real EstateInvestment Trust (the "REIT") for a decision pursuantto the securities legislation of the Jurisdictions (the "Legislation")that the requirements contained in the Legislation to be registeredto trade in a security and to file and obtain a receipt fora preliminary prospectus and a prospectus (the "Registrationand Prospectus Requirements") shall not apply to the distributionof units of the REIT pursuant to a distribution reinvestmentplan (the "DRIP");

AND WHEREAS under the Mutual RelianceReview System for Exemptive Relief Applications (the "System"),the Ontario Securities Commission is the principal regulatorfor this application;

AND WHEREAS the REIT has representedto the Decision Makers that:

1. The REIT is an unincorporated closed-endreal estate investment trust established under the laws ofOntario by a declaration of trust dated October 25, 2002,as amended on February 7, 2003.

2. The beneficial interests in the REIT aredivided into a single class of units (the "Units").The REIT is authorized to issue an unlimited aggregate numberof Units. Units represent a proportionate undivided beneficialinterest in the REIT. Each Unit confers the right to one voteat any meeting of the holders of Units ("Unitholders")and to participate pro rata in any distributions made by theREIT and, in the event of termination of the REIT, in thedistribution of the net assets of the REIT remaining aftersatisfaction of all liabilities. Units are transferable.

3. The REIT is not a "mutual fund"as defined in the Legislation because the Unitholders willnot be entitled to receive, on demand, or within a specifiedperiod after demand, an amount computed by reference to thevalue of their proportionate interest in the whole or in apart of the net assets of the REIT.

4. The REIT filed a prospectus dated February6, 2003 with the securities regulatory authority or regulatorin each of the Jurisdictions to qualify the distribution ofUnits to the public in the Jurisdictions (the "Offering").A MRRS Decision Document in respect of the prospectus wasissued on February 6, 2003.

5. The REIT is a reporting issuer or the equivalentin each of the Jurisdictions and, as of the date hereof, isnot in default of any requirements under the Legislation.

6. The REIT made application to list the Unitsdistributed under the Offering for trading on the TorontoStock Exchange ("TSX") following the closing ofthe Offering. On January 29, 2003, TSX granted conditionallisting approval.

7. The REIT intends to make cash distributionsto Unitholders, on each monthly distribution date, equal,on an annual basis, to approximately 90% of its DistributableIncome (as defined in the amended and restated preliminaryprospectus).

8. Subsequent to the closing of the Offering,subject to regulatory approval, the REIT will implement theDRIP pursuant to which Unitholders resident in Canada mayelect to have their portion of Distributable Income automaticallyreinvested in additional Units issued by the REIT ("AdditionalUnits").

9. Distributable Income due to participantsin the DRIP ("DRIP Participants") will be paid toCIBC Mellon Trust Company in its capacity as agent under theDRIP (in such capacity the "DRIP Agent") and willbe applied to purchase Additional Units. All Additional Unitspurchased under the DRIP will be purchased by the DRIP Agentdirectly from the REIT.

10. Distributable Income due to a DRIP Participantwill be automatically reinvested in Additional Units at aprice per Additional Unit calculated by reference to the weightedaverage of the closing price of Units on TSX for the fivetrading days immediately preceding the relevant distributiondate. DRIP Participants will be entitled to receive a furtherdistribution of Additional Units equal in value to 5% of eachdistribution reinvested under the DRIP.

11. No commissions, service charges or brokeragefees will be payable in connection with the purchase of AdditionalUnits under the DRIP and all administrative costs of the DRIPwill be borne by the REIT.

12. The REIT may amend, suspend or terminatethe DRIP at any time subject to the approval of TSX and providedthat such action shall not have the retroactive effect whichwould prejudice the interests of DRIP Participants. Registrantsacting on behalf of DRIP Participants will be provided withnotice of any such amendment, suspension or termination.

13. Unitholders may terminate their participationin the DRIP at any time by written notice to the Plan Agent.Such notice, if received at least five days prior to the recorddate for the distribution, will have effect for such distribution.

AND WHEREAS under the System, this MRRSDecision Document evidences the decision of each of the DecisionMakers (collectively, the "Decision");

AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Makers with the jurisdiction to make theDecision has been met;

THE DECISION of the Decision Makers pursuantto the Legislation is that the trades of Additional Units bythe REIT to the DRIP Agent for the account of the DRIP Participantspursuant to the DRIP shall not be subject to the Registrationand Prospectus Requirements of the Legislation provided that:

(a) at the time of the trade the REIT isa reporting issuer or the equivalent under the Legislationand is not in default of any requirements of the Legislation;

(b) no sales charge is payable in respectof the trade;

(c) the REIT has caused to be sent to theperson or company to whom the Additional Units are traded,not more than 12 months before the trade, a statement describing:

(i) their right to withdraw from the DRIPand to make an election to receive cash instead of Unitson the making of a distribution of income by the REIT;and

(ii) instructions on how to exercise theright referred to in (i);

(d) except in Québec, the first tradein Additional Units acquired pursuant to this Decision ina Jurisdiction shall be deemed a distribution or primarydistribution to the public under the Legislation of suchJurisdiction unless the conditions in paragraphs 2 through5 of subsections 2.6(3) or (4) of Multilateral Instrument45-102 Resale of Securities are satisfied; and

(e) in Québec, the first trade (alienation)in Additional Units acquired pursuant to this Decision shallbe deemed a distribution or primary distribution to thepublic unless:

(i) at the time of the first trade, theREIT is and has been a reporting issuer in Québecfor the four months immediately preceding the trade;

(ii) no unusual effort is made to preparethe market or to create a demand for the Units;

(iii) no extraordinary commission or considerationis paid to a person or company in respect of the trade;and

(iv) if the seller of the Additional Unitsis an insider of the REIT, the seller has reasonable groundsto believe that the REIT is not in default of any requirementof the Legislation of Québec.

March 26, 2003.

"Paul M. Moore"                    "RobertW. Korthals"