Bisset Retirement

IN THE MATTER OF THE SECURITIES ACT,R.S.O. 1990, c. S.5, AS AMENDED (the "Act")

AND

IN THE MATTER OF

BISSETT RETIREMENT FUND

AND

BISSETT & ASSOCIATES INVESTMENT MANAGEMENT LTD.


ORDER
(Section 144)

UPON the application (the "Application") of Bissett & Associates Investment Management Ltd. ("Bissett") and Bissett Retirement Fund (the "Retirement Fund") to the Ontario Securities Commission (the "Commission") pursuant to section 144 of the Act to vary an order of the Commission dated July 30, 1996 (the "1996 Order");

AND UPON considering the Application and the recommendation of staff of the Commission;

AND UPON the following representations having been made to the Commission:

1.Bissett is a corporation incorporated pursuant to the Business Corporations Act (Alberta) and is registered as a portfolio manager and mutual fund dealer under the Securities Act (Alberta) and the Securities Act (Ontario), and as portfolio manager under the Securities Act (British Columbia) and as a Broker Dealer/Investment Counsel restricted to Portfolio Manager under the Securities Act (Manitoba).

2.Bissett is the trustee, manager and distributor of the Bissett American Equity Fund, Bissett Bond Fund, Bissett Canadian Equity Fund, Bissett Multinational Growth Fund, Bissett Money Market Fund, Retirement Fund, Bissett Small Cap Fund, Bissett Income Trust Fund, Bissett Microcap Fund, Bissett Large Cap Fund, Bissett Dividend Income Fund and Bissett International Equity Fund (the "Funds") offered for sale under a Simplified Prospectus and Annual Information Form dated November 10, 2000 (the "Prospectus").

3.The Retirement Fund invests only in units of other mutual funds managed by Bissett (the "Underlying Funds") which are qualified for distribution to the public in the Prospectus.

4.The 1996 Order provides that, pursuant to clause 113(a) of the Act, investments by the Retirement Fund in units of the Underlying Funds are not subject to paragraph 111(2)(b) and subsection 111(3) of the Act subject to various conditions.


5.The Retirement Fund is an open-ended mutual fund trust established under the laws of the Province of Alberta by declaration of trust declared by Bissett, with its securities offered for sale under the Prospectus.

6.The investment objective of the Retirement Fund is to obtain long-term capital appreciation through a balance of fixed income and equity investments. The Retirement Fund seeks to achieve such investment by only investing in securities of the Underlying Funds. Bissett has determined that investments by the Retirement Fund in the Underlying Funds pursuant to the investment objectives of the Retirement Fund is in the best interests of the Retirement Fund and the Unitholders thereof.

7.In addition to receiving the annual and, upon request, the semi-annual financial statements of the Retirement Fund, securityholders of the Retirement Fund receive the annual financial statements and, upon request, the semi-annual financial statements of the Underlying Funds in either a combined report containing the Retirement Fund and the Underlying Funds financial statements or in a separate report containing the financial statements of the Underlying Funds.

8.Except to the extent evidenced by this Order, the 1996 Order, and specific approvals granted by the Canadian Securities Administrators pursuant to National Policy Statement No. 39, the investments by the Retirement Fund and the Underlying Funds have been structured to comply with the investment restrictions in the Act and in National Instrument 81-102 Mutual Funds ("NI 81-102").

9.As a result of the definition of "related person or company" in subsection 106(1) of the Act, paragraphs 117(1)(a) and 117(1)(d) of the Act require, in the absence of this order, that Bissett file a report of every transaction of purchase or sale of securities of the Underlying Funds by the Retirement Fund.

10.The investment in, or redemption of, securities of the Underlying Funds by the Retirement Fund represents the business judgment of responsible persons uninfluenced by considerations other than the best interests of the Retirement Fund.

AND UPON the Commission being satisfied for the purposes of the order requested pursuant to subsections 117(2) and 144(1) of the Act that it would not be prejudicial to the public interest to do so;

IT IS ORDERED pursuant to section 144 of the Act that the 1996 Order be varied by inserting the following after condition (n):

AND IT IS FURTHER ORDERED pursuant to subsection 117(2) of the Act that paragraphs 117(1)(a) and (d) of the Act do not apply in respect of the Retirement Fund’s investment in, or redemption of, the securities of the Underlying Funds, subject to the above conditions.

December 5th, 2000.



"J. A. Geller" "Robert W. Korthals"