Securities Law & Instruments

Headnote

National Instrument 81-101 Mutual Fund Prospectus Disclosure, section 6.1 -- exemption from requirement in section 2.1 and Item 5(b) of Form 81-101F1 to permit the Continuing Fund to disclose the start date of the Terminating Fund as its start date.

National Instrument 81-102 Mutual Funds, section 19.1 -- exemption from sections 15.3(2), 15.6(a)(i), 15.6(b), 15.6(d), 15.8(2)(a), 15.8(3)(a) and 15.9(2)(d) to permit the Continuing Fund to use performance data of the Terminating Fund in sales communications and reports to securityholders.

National Instrument 81-106 Mutual Fund Continuous Disclosure, section 17.1 -- exemption from requirements in Section 4.2 and 5.2(1)(a) and Section 4.4 and Items 3.1(1), 3.1(2), 3.1(7), 3.1(8), 4.1(1) in respect of the requirement to comply with sections 15.3(2) and 15.9(2)(d) of NI 81-102, 4.1(2), 4.2(1), 4.2(2), 4.3(1)(a) and 4.3(2) of Part B and Items 3(1) and 4 of Part C of Form 81-106F1 to permit the Continuing Fund to include in its annual and interim management reports of fund performance the financial highlights and past performance of the Terminating Fund.

Continuing Fund effectively a continuation of Terminating Fund whose track record since its start date is significant information which can assist investors in determining whether to purchase or hold shares of Continuing Fund with merger and any significant differences between funds appropriately disclosed.

Applicable Legislative Provisions

National Instrument 81-101 Mutual Fund Prospectus Disclosure, s. 6.1.

National Instrument 81-102 Mutual Funds, s. 19.1.

National Instrument 81-106 Mutual Fund Continuous Disclosure, s. 17.1.

December 1, 2009

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO

(the "Jurisdiction")

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

FRONT STREET CAPITAL 2004

(the "Manager")

AND

IN THE MATTER OF

FRONT STREET MUTUAL FUNDS LIMITED ("MF"),

FRONT STREET SPECIAL OPPORTUNITIES

CANADIAN FUND LTD. ("SOCF"), AND THE

ENTITY RESULTING FROM THE AMALGAMATION

OF MF AND SOCF NAMED FRONT STREET

MUTUAL FUNDS LIMITED ("New MF", together with

the Manager, the "Filers")

AND

IN THE MATTER OF

FRONT STREET SPECIAL OPPORTUNITIES

CANADIAN FUND CLASS OF SHARES OF SOCF

(the "Terminating Fund")

AND

IN THE MATTER OF

FRONT STREET SPECIAL OPPORTUNITIES

CANADIAN FUND CLASS OF SHARES OF NEW MF

(the "Continuing Fund")

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filers on behalf of themselves and the Continuing Fund for a decision under the securities legislation of the Jurisdiction of the principal regulator (the "Legislation") granting an exemption from:

(a) Sections 15.3(2), 15.6(a)(i), 15.6(b), 15.6(d), 15.8(2)(a), 15.8(3)(a) and 15.9(2)(d) of National Instrument 81-102 -- Mutual Funds ("NI 81-102") to permit the Continuing Fund to use performance data of the Terminating Fund in sales communications and reports to securityholders (collectively, the "Fund Communications");

(b) Section 2.1 of National Instrument 81-101 -- Mutual Fund Prospectus Disclosure ("NI 81-101") for the purposes of the relief requested from Form 81-101F1 -- Contents of Simplified Prospectus ("Form 81-101F1"); and

(c) Item 5(b) of Part B of Form 81-101F1 to permit the Continuing Fund to disclose the start date of the Terminating Fund as its start date;

(collectively, the "Exemption Sought").

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

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

(b) the Filers have provided notice that Section 4.7(1) of Multilateral Instrument 11-102 Passport System ("MI 11-102") is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, Québec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland, Northwest Territories, Yukon and Nunavut.

Interpretation

Terms defined in National Instrument 14-101 Definitions, NI 81-102 and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.

Representations

This decision is based on the following facts represented by the Filers on behalf of themselves and the Continuing Fund:

The Filers

1. The head office of the Filers is located at 33 Yonge Street, Suite 600, Toronto, Ontario. The Filers are not in default of securities legislation in any jurisdiction.

2. Each of MF and SOCF was, and New MF will be, a mutual fund corporation subsisting under the laws of Canada and offering mutual fund classes of shares.

3. The Manager was the manager of MF and FSOF and will be the manager of New MF.

The Amalgamation and Merger

4. On November 24, 2009, each of MF and SOCF obtained shareholder approval to amalgamate to form a single mutual fund corporation.

5. On December 1, 2009, MF and SOCF will be amalgamated to form New MF (the "Amalgamation"). As part of the Amalgamation, the Terminating Fund merged with the Continuing Fund (the "Merger"). The Filers received regulatory approval for the Merger on November 27, 2009.

6. The Amalgamation is intended to benefit investors by giving them a broader choice of mutual funds between which they may switch their investments on a tax-deferred basis. The Amalgamation may also benefit investors as a result of increased economies of scale which result from the consolidation of sales, marketing and management activities that are expected to reduce fund expenses.

7. Upon the Merger, the portfolio assets of the Terminating Fund will be transferred to the Continuing Fund. The portfolio assets of the Continuing Fund will be maintained as a separate portfolio by New MF for the exclusive benefit of the shareholders of the Continuing Fund.

8. Upon the Merger, the portfolio assets referable to each series of shares of the Terminating Fund will become referable to a corresponding series of shares of the Continuing Fund (each such series, a "Replacement Series"). The rights associated with each Replacement Series will be identical in all respects to the rights formerly associated with the corresponding series of shares of the Terminating Fund. Upon the Merger, for each share they hold of the Terminating Fund, shareholders received a share of the Replacement Series. The net asset value ("NAV") of each such share of the Replacement Series will be equal to the NAV per share of the corresponding series of shares of the Terminating Fund.

9. Prior to the Merger, the Terminating Fund was operated in accordance with the requirements of National Instrument 81-102 and distributed its shares to the public pursuant to a prospectus and had been a reporting issuer for at least 12 months.

10. New MF has filed with the securities regulatory authorities in all of the provinces and territories of Canada a preliminary simplified prospectus and annual information form and will file a final simplified prospectus and annual information form in due course to qualify the shares of the Continuing Fund for distribution to the public.

11. The Continuing Fund is a new fund and does not have any assets (other than a nominal amount to establish it) or liabilities and will not have its own performance data or information derived from financial statements (collectively, the "Financial Data") as at the effective date of the Merger. In order for the Merger to be as seamless as possible for investors in the Terminating Fund and the Continuing Fund:

(a) Notwithstanding the Amalgamation and Merger, the Continuing Fund will be managed substantially similarly to the Terminating Fund. The Continuing Fund has substantially similar investment objectives and investment strategies, the same manager and portfolio investment manager, substantially the same management fee and redemption fee structure applicable to current shareholders as the Terminating Fund and, as at the effective date of the Amalgamation and Merger, the Continuing Fund will hold the same portfolio assets as the Terminating Fund;

(b) The Filers propose that the Continuing Fund's Fund Communications include the performance data of the Terminating Fund;

(c) The Filers propose that the Continuing Fund's simplified prospectus:

i. incorporate by reference the following financial statements and management reports of fund performance ("MRFPs") of the Terminating Fund (collectively, the "Terminating Fund Disclosure"):

1. the annual financial statements and MRFP for the year ended October 31, 2008 and the interim financial statements and MRFP for the six months ended April 30, 2009; and

2. when available, the annual financial statements and MRFP for the year ended October 31, 2009

until such Terminating Fund Disclosure is superseded by more current financial statements and MRFPs of the Continuing Fund; and

ii. states that the start date for each Replacement Series of the Continuing Fund is based upon the start date of the corresponding series of the Terminating Fund.

12. The Financial Data of each series of the Terminating Fund is significant information which can assist investors in determining whether to purchase or hold shares of the corresponding Replacement Series.

13. The Filers have filed a separate application for exemptive relief from certain provisions of National Instrument 81-106 -- Investment Fund Continuous Disclosure ("NI 81-106") to enable the Continuing Fund to include in its annual and interim MRFPs Financial Data presented in the Terminating Fund's annual MRFP for the year ended October 31, 2009, when available, and for other financial statement relief in connection with the Amalgamation (the "NI 81-106 Relief").

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

The decision of the principal regulator under the Legislation is that the Exemption Sought is granted so long as:

(a) The Continuing Fund's Fund Communications include the performance data of the Terminating Fund prepared in accordance with Part 15 of NI 81-102, including section 15(1) of NI 81-102.

(b) The Continuing Fund's simplified prospectus:

(i) incorporates by reference the Terminating Fund Disclosure, until such Terminating Fund Disclosure is superseded by more current financial statements and MRFPs of the Continuing Fund;

(ii) states that the start date for each Replacement Series is the start date of the corresponding series of the Terminating Fund; and

(iii) discloses the Merger where the start date of each Replacement Series of the Continuing Fund is stated.

(c) The Continuing Fund prepares its MRFP in accordance with the NI 81-106 Relief.

"Rhonda Goldberg"
Assistant Manager, Investment Funds Branch