CIBC Global Asset Management Inc. and the Centaur Pooled Pension Trust Funds - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- relief granted from the mutual fund conflict of interest investment restrictions of the Securities Act (Ontario) to permit pooled funds to invest in other pooled funds subject to conditions.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 111(2)(b), 111(2)(c), 111(3), 113.

July 14, 2006

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO AND ALBERTA (the "Jurisdictions")

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

CIBC GLOBAL ASSET MANAGEMENT INC. AND

THE CENTAUR POOLED PENSION TRUST FUNDS

(collectively, 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 CIBC Global Asset Management Inc. (the "Manager") and the Centaur Pooled Pension Trust Funds, open-ended mutual fund trusts managed by the Manager (the "Centaur Funds", individually a "Centaur Fund", together with the Manager, the "Filers"), for an order which will, subject to certain conditions, permit a Centaur Fund (the "Top Fund") to make investments in another Centaur Fund (the "Underlying Fund") in which the Top Fund, either alone or together with one or more related mutual funds, is a substantial security holder (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; and

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

Representations

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

1. The Manager is a corporation incorporated under the laws of Canada and is registered as an adviser under the securities legislation of each of Ontario and Alberta in the categories of investment counsel and portfolio manager.

2. The Manager currently has approximately $58 billion of assets under management. The Manager is a wholly owned subsidiary of the Canadian Imperial Bank of Commerce.

3. The Manager is the manager and portfolio manager of the Centaur Funds.

4. The Centaur Funds are organized under the laws of Ontario and are established pursuant to an amended and restated declaration of trust.

5. Securities of the Centaur Funds are offered for sale to purchasers who are eligible to purchase securities on an exempt basis under and subject to applicable securities legislation.

6. There are seven Centaur Funds: (i) the Centaur Money Market Fund; (ii) the Centaur Bond Fund; (iii) the Centaur Canadian Equity Fund; (iv) the Centaur Small Companies Fund; (v) the Centaur U.S. Equity Fund; (vi) the Centaur International Equity Fund; and (vii) the Centaur Balanced Fund.

7. As portfolio manager of the Centaur Funds, the Manager determines the different asset classes that each Centaur Fund should either be invested in or have exposure to, in order to achieve the fund's investment objectives. Any investment by the Top Funds in securities of Underlying Funds will represent the business judgement of "responsible persons" uninfluenced by considerations other than the best interests of the Top Funds and Underlying Funds.

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 under the Legislation is that the Requested Relief is granted provided that :

(a) securities of the Centaur Funds are offered for sale on a "private placement" basis only to purchasers who are eligible to purchase securities on an exempt basis under and subject to compliance with applicable securities law;

(b) each Underlying Fund is either a "mutual fund in Ontario" as defined in the Securities Act (Ontario) or a "mutual fund" as defined in the Securities Act (Alberta) or an open-end mutual fund trust or class of shares of a mutual fund corporation;

(c) each Top Fund does not vote any securities it holds of an Underlying Fund except that the Top Fund may, if the Manager so chooses, arrange for all the securities it holds of an Underlying Fund to be voted by the beneficial holders of securities of the Top Fund;

(d) no management fees or incentive fees are payable by a Top Fund that, to a reasonable person, would duplicate a fee payable by an Underlying Fund for the same service;

(e) no sales fees or redemption fees are payable by the Top Fund in relation to its purchases or redemptions of securities of the Underlying Funds;

(f) the investment by a Top Fund in securities of the Underlying Funds is compatible with the Top Funds' investment objectives;

(g) the Top Fund and the Underlying Funds are managed by the Manager;

(h) the offering memorandum (if any), the annual and semi-annual financial statements for each Top Fund discloses: (i) the intent of the Top Fund to invest its assets in Underlying Funds; (ii) that the Underlying Funds are managed by the Manager; (iii) what percentage of net assets of the Top Fund is dedicated to the investment in securities of the Underlying Fund; and (iv) the process or criteria used to select the Underlying Funds; and

(i) investors in each Top Fund are entitled to receive from the Manager, on request and free of charge, a copy of the offering memorandum (if any), the annual and semi-annual financial statements relating to all Underlying Funds in which the Top Fund may invest its assets.