Securities Law & Instruments

Headnote

TAL Global Asset Management Inc. and TAL Private Management Ltd.

Mutual Reliance Review System for Exemptive Relief Applications -- relief from requirement to obtain specific and informed written consent from discretionary management clients once in each twelve-month period with respect to certain funds -- subject to conditions.

Applicable Ontario Legislation

Ontario Regulation 1015, R.R.O. 1990, s. 227(2)(b), 233.

December 23, 2004

IN THE MATTER OF

THE SECURITIES LEGISLATION

OF ONTARIO, ALBERTA, NOVA SCOTIA AND

NEWFOUNDLAND AND LABRADOR (THE JURISDICTIONS)

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

TAL GLOBAL ASSET MANAGEMENT INC. (TAL)

AND

TAL PRIVATE MANAGEMENT LTD. (TAL PRIVATE)(TOGETHER, THE FILERS)

 

MRRS DECISION DOCUMENT

Background

The local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions has received an application from the Filers for a decision under the securities legislation of the Jurisdictions (the Legislation) that the restriction against an adviser exercising discretionary authority with respect to a client's account to purchase or sell the securities of a related issuer, or in the case of a distribution a connected issuer, of the registrant unless the adviser has once within each twelve month period provided the client with the statement of policies of the registrant and secured the specific and informed consent of the client (the Annual Disclosure and Consent Requirement), shall not apply to the Filers with respect to any of the mutual funds or pooled funds managed by Filers or its affiliates or associates (collectively the Funds)(the Requested Relief).

Under the Mutual Reliance Review System for Exemptive Relief Applications:

(a) the Ontario Securities Commission is the principal regulator for this application;

(b) this MRRS decision evidences the decision of each of the Decision Makers.

Interpretation

Defined terms contained in National Instrument 14-101 Definitions have the same meaning in this decision unless they are defined in this decision.

Representations

This decision is based on the following facts represented by the Filers:

1. TAL is a corporation organized under the laws of Canada and is currently registered as an investment counsel and portfolio manager in British Columbia, Alberta, Saskatchewan, Ontario, Newfoundland and Labrador (application pending for portfolio manager designation), New Brunswick, Nova Scotia, Prince Edward Island, Northwest Territories, and Nunavut, and as a portfolio manager in Manitoba, as a securities adviser and portfolio manager in Quebec and as an investment counsel and securities adviser in Yukon. TAL is also registered as a limited market dealer in Ontario and Newfoundland and Labrador.

2. TAL Private is a corporation organized under the laws of Canada and is currently registered as an investment counsel and portfolio manager in British Columbia, Alberta, Saskatchewan, Ontario, New Brunswick, Newfoundland and Labrador, Nova Scotia, Prince Edward Island, Northwest Territories and Nunavut and as a portfolio manager in Manitoba, and as a securities adviser and portfolio manager in Quebec. TAL Private is also registered as a limited market dealer in Ontario and Newfoundland and Labrador.

3. Each Filer manages some of its clients' assets on a discretionary basis with segregated, separate portfolios of securities for each client and may trade in the securities of one or more of the Funds. Each Filer may also act as an adviser to clients who have not entered into discretionary management agreements with them in connection with such clients' investment in one or more Funds.

4. Discretionary management clients enter into a discretionary investment management account agreement with TAL or TAL Private. All clients of the Filers receive a conflicts statement which lists the related and connected issuers of the Filers. These related or connected issuers include the Funds. In the event of a significant change in the conflicts statement, the Filers will provide to each of their clients a copy of the revised version of, or amendment to, the conflicts statement. Each discretionary management client specifically consents in writing to the applicable Filer investing in one or more of the Funds.

5. Units of each of the Funds may be offered on a continuous basis and will be acquired by residents of the Jurisdictions either under a prospectus filed by the Fund, or on a private placement basis.

Decision

Each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the decision has been met.

The decision of the Decision Makers pursuant to the Legislation is that the Requested Relief is granted and the Filers are exempt from the Annual Disclosure and Consent Requirement under the Legislation provided the Filers have disclosed all relevant facts and secured the specific and informed written consent of the client in advance of the exercise of discretionary authority in respect of the client accounts.

"Paul M. Moore"

"David L. Knight"