Howson Tattersall Investment Counsel Limited et al.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Relief granted from self-dealing prohibitions in section 111(2) and 118(2)(a) of the Act to permit pooled funds to purchase and hold securities of a related party -- transaction will comply with the conditions in section 6.1(2) of National Instrument 81-107 Independent Review Committee for Investment Funds, including Independent Review Committee approval -- related party purchases will comply with conditions in section 6.2(1) of NI 81-107.

Applicable Legislative Provisions

Securities Act (Ontario), ss. 111(2)(a), 111(2)(b), 111(2)(c)(ii), 111(2)(c)(ii), 111(3), 113, 118(2)(a), 121(2)(a)(ii).

National Instrument 81-107 -- Independent Review Committee for Investment Funds, s. 6.1(2).

October 21, 2008

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

THE PROVINCE OF ONTARIO

(the Jurisdiction)

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

HOWSON TATTERSALL INVESTMENT COUNSEL LIMITED

(HTIC) (the Filer)

AND

IN THE MATTER OF

THE FUNDS REFERENCED IN SCHEDULE A

(each, a Current Fund)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer on behalf of the Current Funds and any future funds (the Future Funds) that the Filer or an affiliate of the Filer manages or acts as portfolio manager, to which National Instrument 81-102 Mutual Funds does not apply (the Current Funds and the Future Funds, referred to as the Funds), for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) for relief from:

1. the prohibition (the Substantial Security Holder Prohibition) in the legislation that no mutual fund shall knowingly make or hold certain prohibited investments including an investment,

(a) in any person or company who is a substantial security holder of the mutual fund, its management company or distribution company,

(b) in any person or company in which the mutual fund, alone or together with one or more related mutual funds, is a substantial security holder, or

(c) in an issuer in which, (i) any officer or director of the mutual fund, its management company or distribution company or an associate of any of them, or (ii) any person or company who is a substantial security holder of the mutual fund, its management company or its distribution company, has a significant interest.

2. the prohibition (the Related Person Securities Prohibition) in the legislation that prohibits a portfolio manager (or a mutual fund depending on the Jurisdiction) from knowingly causing any portfolio managed by it to invest in any issuer in which a responsible person or an associate of a responsible person is an officer or director unless the specific fact is disclosed to the client and the written consent of the client to the investment is obtained before the purchase,

(the Substantial Security Holder Prohibition and the Related Person Securities Prohibition are collectively referred to as 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 Filer has provided notice that Section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in each of British Columbia, Alberta, Saskatchewan, Quebec, Nova Scotia and New Brunswick.

Interpretation

Terms defined in National Instrument 14-101 Definitions 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 Filer:

1. The head office of the Filer is located in Ontario.

Funds

2. The Current Funds are open-ended mutual fund trusts established under the laws of the Province of Ontario to which National Instrument 81-102 Mutual Funds ("NI 81-102") does not apply.

3. The securities of the Funds are or will be offered for sale on a private placement basis to which NI 81-102 does not apply.

4. HTIC is registered as an adviser in the categories of investment counsel and portfolio manager (or the equivalent) in all provinces and territories and is a limited market dealer in the Province of Ontario. HTIC is or will be the advisor of each of the Funds and is or may also be the manager of the Funds.

5. The Filer is incorporated under the laws of Canada and is a wholly-owned subsidiary of Saxon Financial Inc.

6. The Filer and each of the Funds are not in default of securities legislation in any jurisdiction of Canada.

IGM Transaction

7. IGM Financial Inc. ("IGM Financial") is a reporting issuer in all of the provinces and territories of Canada. The common shares of IGM Financial are listed on the Toronto Stock Exchange ("TSX") under the trading symbol "IGM".

8. On August 19, 2008, IGM Financial made an offer to acquire all of the issued and outstanding common shares of Saxon, the parent company of the Filer (the "Transaction"). The Transaction was supported by Saxon pursuant to a support agreement dated August 5, 2008 (the "Support Agreement"). On September 25, 2008, approximately 13,042,230 shares of Saxon representing approximately 95.3% of outstanding shares were taken-up by IGM Financial. Following take-up of such shares, the shares of Saxon were transferred to Mackenzie Financial Corporation ("Mackenzie"), an indirect wholly-owned subsidiary of IGM Financial.

9. On September 26, 2008, IGM Financial issued a notice of compulsory acquisition pursuant to section 188 of the Business Corporations Act (Ontario) to acquire the remaining shares. It is expected that the compulsory acquisition will be completed on or about October 26, 2008.

10. As at September 30, 2008 Power Financial Corporation ("PFC") owns 59.8% of IGM Financial, of which 56.3% was held directly or through wholly owned subsidiaries, and 3.5% was held indirectly through The Great-West Life Assurance Company. Great-West Lifeco Inc. ("Lifeco") owns 100% of The Great-West Life Assurance Company. PFC owns 74.4% of Lifeco (70.2% directly or through wholly owned subsidiaries and 4.2% through IGM Financial). Power Corporation of Canada ("PCC") in turn owns 66.4% of PFC as at September 30, 2008.

Security Holdings/Responsible Persons

11. Each of IGM Financial, Lifeco, PFC and PCC is a reporting issuer and is listed on the TSX.

12. Each of IGM Financial, Lifeco, PFC and PCC, is, as of September 25, 2008, a "substantial security holder" of HTIC as they beneficially own more than 20% of the voting rights of Saxon, and its subsidiaries.

13. As described above, the management company for each of the Funds is or will be HTIC. Each of the Funds currently or may in the future own securities of one or more of the securities of IGM Financial, PCC, PFC and Lifeco (the "Related Companies"). A Fund may, alone or together with one or more related mutual funds, be a substantial security holder of a Related Company.

14. The decision to purchase securities of the Related Companies by the Current Funds was made prior to the Transaction and represented the business judgment of responsible, duly registered officers of the Filer uninfluenced by considerations other than the best interests of the investors of such Funds. The Current Funds have not made any investment in securities of the Related Companies following the execution of the Support Agreement, pending resolution by IGM Financial of the investments in Related Companies which will be permitted to be held by the Funds.

15. A responsible person, or an associate of a responsible person of the Funds may be an officer or a director of a Related Company.

16. The mandate of the Mackenzie Independent Review Committee (IRC) will be extended to apply to the Funds to the extent necessary for this decision. The mandate of the IRC for each Fund will be to, among other things, approve each Fund's purchases and sales of securities of the Related Companies.

17. The Filer believes that it would be in the best interests of investors of the Funds for the Funds to be permitted to invest in the securities of the Related Companies in a manner consistent with the investment objectives of the Funds.

18. The Funds are unable to rely on the exemptions from the Substantial Security Holder Prohibition and the Related Person Securities Prohibition set out in section 6.1(2) of National Instrument 81-107 Independent Review Committee for Investment Funds as such exemption is not available to Funds sold on a private placement basis.

19. In the absence of the Exemption Sought, the Substantial Security Holder Prohibition and the Related Person Securities Prohibition would prohibit the Funds from acquiring and holding the shares of the Related Companies.

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 provided that,:

(a) the IRC of the Fund has approved the transaction in accordance with section 5.2 of NI 81-107;

(b) the transaction is consistent with, or is necessary to meet, the investment objectives of the Fund; and

(c) the transaction complies with paragraphs 6.2(1)(a)(ii) and 6.2(1)(b) of NI 81-107.

Schedule A