Olympus United Funds Corporation - MRRS Decision

Headnote

Exemptive relief from the requirement in section4.3 of Rule 45-501 to deliver a copy of an offering memorandumto the Commission within 10 days of each trade in its securities.The relief was granted to a mutual fund in continuous distributionsubject to the requirement to deliver a copy of the offeringmemorandum within 10 days of the first trade in each calendaryear effected pursuant to the offering memorandum.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as amended,s. 147.

Rules Cited

Rule 45-501 Exempt Distributions, ss. 2.1, 2.3,2.12, 2.13, and 4.3.

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

ONTARIO AND NOVA SCOTIA

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

OLYMPUS UNITED FUNDS CORPORATION

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof Ontario and Nova Scotia (the "Jurisdictions") hasreceived an application from Olympus United Funds Corporation(the "Filer") for a decision pursuant to the securitieslegislation of the Jurisdictions (the "Legislation")that trades in redeemable convertible non-voting shares of theFiler (the "Shares") are not subject to the requirementsof the Legislation relating to the filing of offering memorandawithin certain prescribed time periods (the "Filing Requirements");

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 unless otherwise defined,the terms herein have the meaning set out in National Instrument14-101 - Definitions;

AND WHEREAS the Filer has representedto the Decision Makers that:

1. The Filer is a corporation establishedunder the laws of Canada. The Filer's head office is in Toronto,Ontario.

2. The authorized share capital of the Filerconsists of 1,000 common shares, of which 2 are issued andoutstanding as at the date hereof, in the name of OlympusUnited Funds Holdings Corporation, and an unlimited numberof Shares of which 16,787,335 were issued and outstandingas at December 31, 2002.

3. The Filer is a "mutual fund"as such term is defined in the Legislation.

4. The Filer is not, and does not expect tobe, a reporting issuer in any province or territory of Canada.

5. The Filer distributes, or will distribute,the Shares solely through dealers holding registration ina province or territory of Canada to trade in the securitiesof the Filer, on a continuous basis and pursuant to offeringmemoranda to residents of the Jurisdictions.

6. The Shares are, or will be, distributedin the Jurisdictions on a continuous basis in reliance onthe "accredited investor" exemption (the "AccreditedInvestor Exemption") and the "private placementexemption" (the "Private Placement Exemption")from the prospectus requirement of the Legislation.

7. The Shares are not, and will not be, transferable,but are or will be redeemable upon the request of the holder.

8. The Legislation of the Jurisdictions hasa Filing Requirement in respect of distributions under thePrivate Placement Exemption and the Accredited Investor Exemption.

9. In the absence of this Decision (as definedbelow), pursuant to the Legislation, the Filer is requiredto deliver a copy of its offering memorandum (the "OM")to the Decision Makers within 10 days of each trade in Shares(the "Delivery Requirement").

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

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

THE DECISION of the Decision Makers pursuantto the Legislation is that the Delivery Requirement does notapply to the Filer provided that:

(i) the Filer files a copy of the OM withthe Decision Makers within 10 days of the first trade effectedin each calendar year (the "First Trade Filing");and

(ii) in all subsequent filings for tradesmade pursuant to the OM, the Filer provides the Decision Makerswith a letter referring to the First Trade Filing, the dateit was made, and this Decision.

April 9, 2003.