Securities Law & Instruments

Headnote

Exemption from the fees otherwise due undersubsection 14(1) of Schedule 1 of the Regulation to the SecuritiesAct on a distribution of units made by an underlying fund (i)issued for hedging purposes to a special purpose trust underan RSP 'clone' fund structure and (ii) on the reinvestment ofdistributions on such units.

Regulations Cited

Regulation made under the Securities Act, R.R.O.1990, Reg, 1015, as am., Schedule 1, ss. 14(1), 14(4) and 59(1).

IN THE MATTER OF

THE SECURITIES ACT

R.S.O. 1990, CHAPTER S.5,AS AMENDED (THE "ACT")

AND

IN THE MATTER OF

FRONTIERS INTERNATIONAL EQUITYPOOL

FRONTIERS U.S. EQUITY POOL

RENAISSANCE GLOBAL GROWTHFUND

RENAISSANCE GLOBAL SECTORSFUND

RENAISSANCE GLOBAL TECHNOLOGYFUND

RENAISSANCE GLOBAL VALUE FUND

RENAISSANCE INTERNATIONALGROWTH FUND

RENAISSANCE TACTICAL ALLOCATIONFUND

TALVEST ASIAN FUND

TALVEST CHINA PLUS FUND

TALVEST EUROPEAN FUND

TALVEST GLOBAL EQUITY FUND

TALVEST GLOBAL HEALTH CAREFUND

TALVEST GLOBAL SCIENCE &TECHNOLOGY FUND

TALVEST GLOBAL SMALL CAP FUND

TALVEST GLOBAL MULTI MANAGEMENTFUND

TALVEST GLOBAL RESOURCE FUND

TALVEST INTERNATIONAL EQUITYFUND

TALVEST VALUE LINE U.S. EQUITYFUND

 

ORDER

(Subsection 59(1) of ScheduleI of the Regulation)

UPON the application of CIBC Asset ManagementInc. (formerly Talvest Fund Management Inc.) ("CIBCAM"), the manager of each of Frontiers InternationalEquity Pool, Frontiers U.S. Equity Pool, Renaissance GlobalGrowth Fund, Renaissance Global Sectors Fund, Renaissance GlobalTechnology Fund, Renaissance Global Value Fund, RenaissanceInternational Growth Fund, Renaissance Tactical Allocation Fund,Talvest Asian Fund, Talvest China Plus Fund, Talvest EuropeanFund, Talvest Global Equity Fund, Talvest Global Health CareFund, Talvest Global Science & Technology Fund, TalvestGlobal Small Cap Fund, Talvest Global Multi Management Fund,Talvest Global Resource Fund, Talvest International Equity Fundand Talvest Value Line U.S. Equity Fund (the "ExistingUnderlying Funds") and of other similar funds establishedby CIBC AM from time to time (collectively, the "UnderlyingFunds") and Frontiers International Equity RSP Pool,Frontiers U.S. Equity RSP Pool, Renaissance Global Growth RSPFund, Renaissance Global Sectors RSP Fund, Renaissance GlobalTechnology RSP Fund, Renaissance Global Value RSP Fund, RenaissanceInternational Growth RSP Fund, Renaissance Tactical AllocationRSP Fund, Talvest Asian RSP Fund, Talvest China Plus RSP Fund,Talvest European RSP Fund, Talvest Global Equity RSP Fund, TalvestGlobal Health Care RSP Fund, Talvest Global Science & TechnologyRSP Fund, Talvest Global Small Cap RSP Fund, Talvest GlobalMulti Management RSP Fund, Talvest Global Resource RSP Fund,Talvest International Equity RSP Fund and Talvest Value LineU.S. Equity RSP Fund (the "Existing RSP Funds")and of other similar funds established by CIBC AM from timeto time (collectively, the "RSP Funds"), tothe Ontario Securities Commission (the "Commission")for an order pursuant to subsection 59(1) of Schedule I of theRegulation exempting the Underlying Funds from paying duplicatefiling fees on an annual basis in respect of the distributionof units of the Underlying Funds to a special purpose trustand on the reinvestment of distributions on such units;

AND UPON considering the applicationand the recommendation of the staff of the Commission;

AND UPON CIBC AM having represented tothe Commission that:

1. CIBC AM is or will be the manager of theRSP Funds and the Underlying Funds. CIBC AM is a corporationestablished under the laws of Canada, and is a wholly-ownedsubsidiary of Canadian Imperial Bank of Commerce ("CIBC").

2. Each of the RSP Funds and the UnderlyingFunds is or will be an open-ended mutual fund trust establishedunder the laws of Ontario.

3. Each of the RSP Funds and the UnderlyingFunds is or will be a reporting issuer. The units of the RSPFunds and the Underlying Funds are or will be qualified fordistribution by prospectus. None of the Existing RSP Fundsor the Existing Underlying Funds are in default of any requirementsof the Act or the securities legislation applicable in eachof the provinces and territories of Canada.

4. The primary investment strategy of eachof the RSP Funds is or will be to obtain exposure to an UnderlyingFund by entering into one or more forward contracts or otherderivative instruments with one or more financial institutions(the "Counterparty" or "Counterparties"),and as part of that investment strategy the RSP Funds maydeposit assets (the "Deposit") and receivesa return on the Deposit which is linked to the performanceof the applicable Underlying Fund.

5. At the same time that the Deposit is enteredinto, the Counterparty will advance the amount of the Depositto a special purpose trust (the "SPT") thatis governed by the laws of Ontario and the SPT will issuea note (the "Note") to, and will enter intoa total return swap (the "Swap") with, theCounterparty.

6. The SPT may hedge its obligations underthe Swap by investing in units (the "Hedge Units")of the applicable Underlying Fund.

7. Applicable securities regulatory approvalsfor this investment strategy have been obtained.

8. Annually, each of the RSP Funds will berequired to pay filing fees to the Commission in respect ofthe distributions of its units in Ontario pursuant to section14 of Schedule I of the Regulation and will similarly be requiredto pay fees based on the distribution of its units in otherrelevant Canadian jurisdictions pursuant to the applicablesecurities legislation in each of those jurisdictions.

9. Annually, each of the Underlying Fundswill be required to pay filing fees in respect of certaindistributions of its units in Ontario, including the HedgeUnits, pursuant to section 14 of Schedule I of the Regulationand will similarly be required to pay fees based on the distributionof its units in other relevant Canadian jurisdictions pursuantto the applicable securities legislation in each of thosejurisdictions. Pursuant to orders previously granted by theCommission, the Underlying Funds are exempt from the paymentof filing fees in respect of the distribution of its unitsto the RSP Funds, the distribution of its units to Counterpartiesunder forward contracts entered into by the RSP Funds andthe distribution of reinvested units received on account ofunits held by the RSP Funds or the Counterparties.

10. A duplication of filing fees pursuantto section 14 of Schedule I of the Regulation may result when(a) Hedge Units are distributed and (b) a distribution ispaid by an Underlying Fund on the Hedge Units which are reinvestedin additional units of the Underlying Fund ("ReinvestedUnits").

AND UPON the Commission being satisfiedto do so would not be prejudicial to the public interest;

IT IS ORDERED by the Commission pursuantto subsection 59(1) of Schedule I of the Regulation that theUnderlying Funds are exempt from the payment of duplicate filingfees on an annual basis pursuant to section 14 of Schedule Iof the Regulation in respect of the distribution of Hedge Unitsto the Special Purpose Trust and the distribution of ReinvestedUnits, provided that each Underlying Fund shall include in itsnotice filed under subsection 14(4) of Schedule I of the Regulationa statement of the aggregate gross proceeds realized in Ontarioas a result of the issuance by the Underlying Funds of (1) HedgeUnits and (2) Reinvested Units; together with a calculationof the fees that would have been payable in the absence of thisorder

February 25, 2003.

"Robert Korthals"                    "DerekBrown"