Highstreet Asset Management Inc. and Years U.S. Trust

Headnote

Exemptive relief granted to an inactive fund from the requirements in National Instrument 81-106 Investment Fund Continuous Disclosure ("NI 81-106") to prepare, file and deliver annual and interim financial statements to securityholders, for so long as the fund remains inactive i.e. manager as sole unitholder, holds no portfolio assets, is not a reporting issuer, and has its units delisted from the TSX. Relief granted only in Ontario as the fund was organized under Ontario law, and is a mutual fund in Ontario under NI 81-106.

Applicable Legislative Provisions

National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 1.2, 2.1, 2.3, 5.1(2), 17.1.

April 21, 2006

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO

AND

IN THE MATTER OF

HIGHSTREET ASSET MANAGEMENT INC.

AND

YEARS U.S. TRUST (the "Filer")

DECISION

Background

The securities regulatory authority or regulator (the "Decision Maker") in Ontario has received an application from Highstreet Asset Management Inc. ("Highstreet"), on behalf of the Filer, for a decision under the securities legislation of Ontario granting exemptive relief from the requirements of sections 2.1, 2.3, and 5.1(2) of National Instrument 81-106 Investment Fund Continuous Disclosure ("NI 81-106") (the "Requested Relief") which require the Filer to prepare, file, and deliver annual and interim financial statements to securityholders of the Filer.

Interpretation

Defined terms contained in National Instrument 14-101 Definitions have the same meaning in this decision unless they are defined in this decision.

Representations

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

1. The Filer is an investment trust governed by the laws of Ontario. The Filer is a mutual fund within the meaning of the Legislation.

2. Highstreet is a corporation established under the laws of Ontario. It is the manager of the Filer.

3. On December 16, 2005, the Filer merged with YEARS Financial Trust (formerly YEARS Trust) ("YEARS Financial"), with the result that unitholders of the Filer became unitholders of YEARS Financial, and the Filer became an inactive trust. The merger is more particularly described in a notice and joint management information circular of YEARS Trust and the Filer dated November 7, 2005, which is available on SEDAR.

4. As a result of the merger, the sole unitholder of the Filer is Highstreet.

5. The Filer was de-listed from the Toronto Stock Exchange on December 16, 2005.

6. The Filer ceased to be a reporting issuer in British Columbia as of December 29, 2005, and in the other applicable provinces of Canada as of January 19, 2006.

7. The Filer has no portfolio assets and currently holds capital and non-capital losses and a nominal dollar amount equivalent to the subscription price for the one unit held by Highstreet as sole unitholder of the Filer. Highstreet has no current plans to reactivate the Filer as an investment fund, although it may do so in the future.

8. Section 2.11 of NI 81-106 provides an exemption from the filing requirements of sections 2.1 and 2.3 of NI 81-106 for a mutual fund that is not a reporting issuer. However, in order to comply with the conditions of the exemption, Highstreet would be required to prepare and deliver interim financial statements to itself after each interim period and would be required to prepare, audit and deliver annual financial statements to itself after each financial year.

9. The cost of preparing, auditing and formally delivering financial statements to Highstreet as the sole unitholder of the Filer would be an unnecessary burden on Highstreet for as long as the Filer continues to hold no portfolio assets and therefore continues to be inactive.

Decision

The Decision Maker 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 Maker under the Legislation is that the Requested Relief is granted for so long as the Filer retains its current status, including that:

(a) Highstreet remains the sole unitholder of the Filer;

(b) the Filer remains a non-reporting issuer; and

(c) the Filer holds no portfolio of investments and therefore continues to be inactive.