Securities Law & Instruments


Mutual Reliance Review System for ExemptiveRelief Applications -- Registrant exempted from certain conflictof interest disclosure requirements for trading and advisingin respect of units of mutual funds portfolio managed by theregistrant -- Each mutual fund will have a name that will includea part of the registrant's name -- Before making an investmentin any of the funds, all clients of the registrant will receivea prospectus or offering memorandum which contains disclosureof the relationship between the registrant and the fund -- Decisionpermits registrant to acquire units of such funds on behalfof portfolio managed accounts of clients without providing theclient with a statement of policies or obtaining, on an annualbasis, the subsequent specific and informed written consentof the client, following an initial specific and informed consent.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am.,ss. 25, 74(1).

Applicable Ontario Regulation

Regulation made under the Securities Act, R.R.O.1990, Reg. 1015, as am., ss. 223, 226(1), 227(1), 227(2)(a),227(2)(b).

Applicable Ontario Rules

National Instrument 33-105 Underwriting Conflicts.













WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof British Columbia, Alberta and Ontario (the "Jurisdictions")has received an application from Leith Wheeler Investment CounselLtd. ("Leith Wheeler") for a decision under the securitieslegislation of the Jurisdictions (the "Legislation")that certain of the conflict provisions contained in applicablelegislation, namely:

(a) the requirements that a registrant preparea conflict of interest rules statement (or the equivalent)("Conflicts Statement") in the required form, reviseits Conflicts Statement in the event of any significant changein the information, provide a copy of the current versionof its Conflicts Statement and any revision of its ConflictsStatement to its customers and clients and file its ConflictsStatement and any revision of its Conflicts Statement withthe applicable Decision Makers (the "Conflicts StatementRequirement");

(b) the requirement that the written confirmationof a securities transaction that is required to be sent ordelivered by a registered dealer to its customers or clientscontain certain disclosure if the security was a securityof a related issuer, or in the course of an initial distributionor distribution (depending on the Jurisdiction), a securityof a connected issuer, of the registrant (the "TradeConfirmation Requirement");

(c) the restriction against a registrant actingas an adviser in respect of securities of a related issuer,or in the course of an initial distribution or distribution(depending on the Jurisdiction), securities of a connectedissuer, unless certain disclosure is made to the client (the"Adviser Disclosure Requirement"); or

(d) the restriction that a registrant actingas an adviser, exercising discretionary authority with respectto the investment portfolio or account of a client, must notpurchase or sell securities of a related issuer, or in thecourse of an initial distribution or distribution (dependingon the Jurisdiction), securities of a connected issuer, ofthe registrant, unless it provides certain disclosure to theclient and obtains the requisite specific and informed writtenconsent of the client (the "Discretionary ManagementRequirement");

should not apply to Leith Wheeler in connectionwith the distribution of units of Funds established or to beestablished by Leith Wheeler and managed by Leith Wheeler (collectively,the "Funds"), subject to certain conditions.

AND WHEREAS under the Mutual RelianceReview System for Exemptive Relief Applications (the "System"),the British Columbia Securities Commission is the principalregulator for this application;

AND WHEREAS, unless otherwise defined,the terms herein have the meaning set out in National Instrument14-101 Definitions;

AND WHEREAS Leith Wheeler has representedto the Decision Makers that:

1. Leith Wheeler is a corporation incorporatedunder the laws of British Columbia and is registered as amutual fund dealer and portfolio manager in British Columbia,as investment counsel in Alberta, Saskatchewan, Manitoba,Ontario, Quebec, New Brunswick, Nova Scotia and Yukon Territoryand as a portfolio manager and limited market dealer in Ontario;

2. Leith Wheeler is the manager, principalportfolio adviser and promoter of certain of the Funds andwill be the manager, principal portfolio adviser and promoterof additional Funds which may be established from time totime;

3. each of the Funds is or will be, an open-endmutual fund trust established under the laws of British Columbia;the words "Leith Wheeler" is part of the name ofeach of the existing Funds and will be part of the name ofany future Funds;

4. before making an investment in the Funds,all clients of Leith Wheeler receive either a prospectus oroffering memorandum in respect of the applicable Fund whichcontains disclosure of the relationship between Leith Wheelerand the Fund;

5. Leith Wheeler manages the majority of itsclients assets on a discretionary basis with either segregated,separate portfolios of securities for each client and/or usingthe Funds; all discretionary clients of Leith Wheeler enterinto a fully managed account agreement with Leith Wheeler;each fully managed account agreement will contain specificdisclosure of the relationship between Leith Wheeler and theFunds and each client will specifically consent in writingto Leith Wheeler investing in one or more of the Funds; LeithWheeler believes that in the circumstances the consent ofits discretionary clients is informed;

6. Leith Wheeler may also act as an adviser,and where required as a dealer, to clients who have not enteredinto discretionary management agreements with Leith Wheelerin connection with such clients' investment in one or moreFunds;

7. Leith Wheeler does not act as an adviser,dealer or underwriter for clients in connection with investmentsin issuers other than the Funds;

8. Leith Wheeler does not and will not actas an adviser, dealer or underwriter in respect of securitiesof Leith Wheeler or of a related issuer of Leith Wheeler,or in the course of a distribution, in respect of securitiesof connected issuers of Leith Wheeler other than in connectionwith the distribution of units of the Funds; the Funds donot hold and will not hold securities of any related issuerof Leith Wheeler, or in the course of a distribution, securitiesof a connected issuer of Leith Wheeler, other than the securitiesof another Fund; and

9. units of each of the Funds may be offeredon a continuous basis and will be acquired by residents ofthe Jurisdictions either under a prospectus filed by the Fundor on a private placement basis.

AND WHEREAS under the System, this MRRSDecision Document evidences the decision of each Decision Maker(collectively, the "Decision");

AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Maker with the jurisdiction to make theDecision has been met;

THE DECISION of the Decision Makers underthe Legislation is that:

(a) Leith Wheeler is exempt from the ConflictsStatement Requirement;

(b) the Trade Confirmation Requirement andthe Adviser Requirement shall not apply to the distributionof the Units of the Funds by Leith Wheeler; and

(c) Leith Wheeler is exempt from the DiscretionaryManagement Requirement under the applicable Legislation inrespect of the distribution of the Units of the Funds to anaccount of a client of Leith Wheeler provided Leith Wheelersecures the specific and informed consent of the client forthe exercise of discretionary authority in respect of theUnits of the Funds.

April 29, 2003.

"Adrienne Salvail-Lopez"