CIBC Asset Management Inc. and CIBC Global Asset Management Inc.

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- Exemption granted from s. 4.2 of NI 81-102 to permit inter-fund trades in debt securities with pooled funds. Exemption subject to conditions including IRC approval and pricing and transparency requirements.

Applicable Ontario Statutory Provisions

National Instrument 81-102 Mutual Funds, ss. 4.2, 4.3(2), 19.1.

National Instrument 81-107 Independent Review Committee for Investment Funds, s. 6.1.

July 22, 2008

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN,

MANITOBA, ONTARIO, QUEBEC, NEW BRUNSWICK,

PRINCE EDWARD ISLAND, NOVA SCOTIA,

NEWFOUNDLAND AND LABRADOR, NORTHWEST

TERRITORIES, YUKON AND NUNAVUT

(Jurisdictions)

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

(MRRS)

AND

IN THE MATTER OF

CIBC ASSET MANAGEMENT INC. AND

CIBC GLOBAL ASSET MANAGEMENT INC.

(the Filers)

MRRS DECISION DOCUMENT

Background

The local securities regulatory authority or regulator (Decision Maker) in each of the Jurisdictions received an application (the Application) from the Filers on behalf of each existing fund (each, an Existing Fund and collectively, the Existing Funds) and any future funds (each, a Future Fund and, collectively, the Future Funds) managed by a Filer, or any affiliate of a Filer, to which National Instrument 81-102 -- Mutual Funds (NI 81-102) applies, under section 19.1 of NI 81-102 for relief in each Jurisdiction (the Requested Relief) from the prohibition in section 4.2 of NI 81-102 in order to permit the Existing Funds and the Future Funds (each, an NI 81-102 Fund and, collectively, the NI 81-102 Funds) to purchase debt securities from or sell debt securities to an existing mutual fund or any future mutual funds managed by a Filer, or any affiliate of a Filer, to which NI 81-102 does not apply (each, a Pooled Fund and, collectively, the Pooled Funds).

Under the MRRS:

(i) the principal regulator for the Application is the Ontario Securities Commission (OSC); and

(ii) this Decision Document represents the decision of each of the Decision Makers.

Interpretation

Defined terms contained in National Instrument 14-101 -- Definitions, in NI 81-102 and in National Instrument 81-107 -- Independent Review Committee for Investment Funds have the same meaning in this Decision Document unless they are otherwise defined in this Decision Document.

Representations

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

1. Each of the NI 81-102 Funds and the Pooled Funds (each, a Fund and, collectively, the Funds) is, or will be, an open-ended mutual fund trust or mutual fund corporation.

2. A Filer, or an affiliate of the Filer, is, or will be, the manager and/or portfolio adviser of each of the Funds.

3. Each of the NI 81-102 Funds is, or will be, a reporting issuer in each of the Jurisdictions.

4. A Pooled Fund may be an associate or an affiliate of a Filer, or of an affiliate of a Filer, that is the manager, portfolio adviser or trustee of an NI 81-102 Fund.

6. A Filer, or an affiliate of a Filer, has established, or will establish, an independent review committee (IRC) in respect of an NI 81-102 Fund in accordance with the requirements of NI 81-107.

7. A Filer, or an affiliate of a Filer, will establish an IRC (which will likely also be the IRC in respect of the NI 81-102 Funds) in respect of a Pooled Fund.

8. The mandate of the IRC of a Pooled Fund will include approving purchases and sales of securities between the Pooled Fund and an NI 81-102 Fund. The IRC of the Pooled Funds will be composed by the Filer, or an affiliate of the Filer, in accordance with section 3.7 of NI 81-107 and will be expected to comply with the standard of care set out in section 3.9 of NI 81-107. Further, the IRC of a Pooled Fund will not approve purchases and sales between a Pooled Fund and an NI 81-102 Fund unless it has made the determination set out in section 5.2(2) of NI 81-107 in respect of the Pooled Fund.

9. Purchases and sales of securities involving NI 81-102 Funds will be referred to the IRC of the NI 81-102 Funds under section 5.2(1) of NI 81-107 and will be subject to the requirements of section 5.2(2) of NI 81-107.

10. Each of the Filers has determined that it would be in the interests of the NI 81-102 Funds to be able to purchase securities from or sell securities to a Pooled Fund. The Filers are unable to rely upon the exemption for inter-fund trades in debt securities codified in sub-section 4.3(2) of NI 81-102 because NI 81-107 does not apply to the Pooled 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 is that the Requested Relief is granted in respect of each NI 81-102 Fund so long as:

(i) the IRC of the NI 81-102 Fund has approved the transaction in respect of the NI 81-102 Fund under Section 5.2 of NI 81-107;

(ii) the IRC of the Pooled Fund has approved the transaction in respect of the Pooled Fund on the same terms as are required under Section 5.2(2) of NI 81-107; and

(iii) the transaction complies with paragraphs (c) to (g) of subsection 6.1(2) of NI 81-107.