Co-operators Investment Counselling Limited - s. 213(3)(b) of the LTCA

Headnote:

Clause 213(3)(b) of the Loan and Trust Corporations Act -- application by manager, with no prior track record acting as trustee, for approval to act as trustee of pooled funds to be established and managed by the applicant and offered pursuant to a prospectus exemption.

Statutes Cited

Loan and Trust Corporations Act, R.S.O. 1990, c. L.25, as am., s. 213(3)(b).

August 1, 2006

IN THE MATTER OF

THE LOAN AND TRUST CORPORATIONS ACT,

R.S.O 1990, CHAPTER L.25, AS AMENDED

(THE "LTCA")

AND

IN THE MATTER OF

CO-OPERATORS INVESTMENT COUNSELLING LIMITED

("CICL")

APPROVAL

(Section 213(3)(b) of the LTCA)

Background

The Ontario Securities Commission (the "Commission") received an application from CICL for a ruling pursuant to the authority conferred on the Commission in clause 213(3)(b) of the LTCA that CICL be permitted to act as trustee in respect of any services it provides to the public for Co-operators U.S. Equity Pooled Fund, Co-operators Money Market Pooled Fund, Co-operators Fixed Income Pooled Fund, Co-operators International Pooled Fund (the "Existing Funds") and any other mutual funds that may be established and managed by CICL from time to time (together with Existing Funds, the "Funds"), the securities of which will be offered to the public pursuant to prospectus exemptions.

Representations

This Decision is based on the following facts represented by CICL:

1. CICL is a corporation existing under the laws of Canada with offices located in Guelph, Ontario.

2. CICL is registered under the Securities Act (Ontario) (the "Act") as an adviser in the categories of investment counsel and portfolio manager and also as a limited market dealer.

3. CICL is a wholly-owned subsidiary of the Co-operators Group Limited, the ultimate parent company of Co-operators General Insurance Company, Co-operators Life Insurance Company, The Sovereign General Insurance Company, of L'Union Canadiénne compagnie d'assurances, and other companies delivering financial and insurance services, together having a consolidated balance sheet with assets of $6 billion.

4. CICL has seventeen investment professionals with an average of 19 years experience in the securities industry and it acts as a fiduciary in respect of $9 billion in assets under management.

5. As manager, CICL is responsible for managing the business and affairs of the Existing Funds.

6. Canadian Imperial Bank of Commerce acts as custodian of the Existing Funds.

7. The Funds meet or will meet the definition of "mutual fund" under the Act.

8. CICL currently acts as trustee of the Existing Funds pursuant to declarations of trust governed by the laws of Ontario.

9. Investors in the Existing Funds are comprised of a small number of large institutions all of whom were existing clients of CICL prior to purchasing securities in the Existing Funds and as such, a determination was made that CICL was not providing services as trustee to the public and as such no approval from the Commission to so act was required.

10. CICL now plans to offer securities of the Funds to a larger group of prospective investors who may not be existing clients of CICL. Accordingly approval to act as trustee is now required.

Approval

Pursuant to the authority conferred on the Commission in clause 213(3)(b) of the LTCA, the Commission approves CICL to act as trustee in respect of any services it provides to the public for the Existing Funds and any other mutual funds that may be established and managed by CICL from time to time, the securities of which will be offered to the public pursuant to prospectus exemptions.