Brompton Funds Management Limited - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- Approval of indirect change of control of mutual fund manager arising as a result of acquisition of parent company - No changes to management or affairs of the funds and no changes to portfolio managers for the funds - National Instrument 81-102 Mutual Funds.

Applicable Legislative Provisions

National Instrument 81-102 Mutual Funds , ss. 5.5(2), 5.7(1)(a).

March 10, 2008

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN,

MANITOBA, ONTARIO, QUÉBEC, NOVA SCOTIA,

NEW BRUNSWICK, NEWFOUNDLAND AND

LABRADOR, PRINCE EDWARD ISLAND, YUKON

TERRITORY, NORTHWEST TERRITORIES AND

NUNAVUT TERRITORY

(the "Jurisdictions")

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

BROMPTON FUNDS MANAGEMENT LIMITED

(the "Filer" or "BFML")

MRRS DECISION DOCUMENT

BACKGROUND

The local securities regulatory authority or regulator (each a "Decision Maker", and together, the "Decision Makers") in each of the Jurisdictions has received an application from the Filer (the "Application") for a decision under the securities legislation of the Jurisdictions (the "Legislation") approving the indirect change of control of BFML pursuant to subsection 5.5(2) of National Instrument 81-102 Mutual Funds ("NI 81-102").

Under the Mutual Reliance Review System for Exemptive Relief Applications

a. the Ontario Securities Commission is the principal regulator for this Application, and

b. this MRRS Decision Document evidences the decision of each Decision Maker.

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:

Brompton Funds Management Limited

1. BFML is the manager of the mutual funds listed in Schedule A (the "Funds") of this decision.

2. BFML is a wholly-owned subsidiary of Brompton Funds LP ("BFLP"), who in turn is owned by Brompton Group Limited ("BGL") and Newport Partners Holdings LP (together with BGL, the "Shareholders").

3. BFML was formed pursuant to the Business Corporations Act (Ontario) by articles of amalgamation dated October 27, 2006

4. BFML was organized for the purpose of managing and administering various investment funds, including the Funds. BFML typically handles and oversees all day-to-day operations of the Funds.

The Funds

5. The Funds are investment funds which are listed on the Toronto Stock Exchange (the "TSX").

6. None of the Funds are on any list of defaulting reporting issuers maintained by the local securities regulatory authority or regulator in each of the Jurisdictions.

Duntroon Energy Ltd.

7. Duntroon Energy Ltd. ("Duntroon") was formed on June 30, 1998 pursuant to a certificate of amalgamation under the Business Corporations Act (Ontario) and is a reporting issuer in all Canadian provinces.

8. Up until August 4, 2006, Duntroon operated under the name Cymat Corp. ("Cymat"), a publicly listed company on the TSX. Cymat was a materials technology company which was developing a proprietary stabilized aluminum foam product. Further to a plan of arrangement approved on August 4, 2006, Cymat ceased to carry on the operations of the materials technology business, delisted its shares from the TSX, and changed its name to Duntroon.

9. As part of the plan of arrangement Brompton Financial Limited purchased an 85% equity interest in Duntroon with a view to developing a new business focus for Duntroon. Shareholders of Brompton Financial Limited own, in aggregate, a majority of shares of BGL. BGL owns a 55% interest in BFLP and BFLP owns 100% of the Filer.

Change of Control

10. Duntroon will be acquiring from the Shareholders all of their ownership interests in BFLP (the "Acquisition"). The Acquisition is a step towards developing Duntroon's new business focus. The Acquisition is expected to close on or about March 31, 2008.

11. The Acquisition involves a direct change of control of BFLP and an indirect change of control of BFML. BFML sent notice of change of control to security holders of the Funds in accordance with the notice requirement in clause 5.8(1)(a) of NI 81-102 on February 1, 2008.

12. As a result of the Acquisition, Duntroon will be renamed "Brompton Corp." and will become a financial services company through its wholly owned subsidiary, BFML. BFML will continue to be the manager of the Funds on exactly the same terms as it currently manages the Funds. The board and management of BFML will remain unchanged and the board and management of BFLP will become the board and management of Duntroon. The existing Independent Review Committee of BFML will also be re-appointed following the Acquisition. Therefore, there are no anticipated changes in the management or affairs of the Funds. In addition, there will be no change in the portfolio manager and options advisors to each Fund.

13. The indirect change of control of BFML will have no negative consequences on the ability of BFML to comply with applicable regulatory requirements or its ability to satisfy its obligations to the Funds and their security holders.

14. To the extent that any change is made after the Acquisition which constitutes a "material change" to the Funds within the meaning of National Instrument 81-106 -- Investment Fund Continuous Disclosure ("NI 81-106"), the Funds will comply with the continuous disclosure obligations set out in section 11.2 of NI 81-106. Further, any notices which are required to be delivered to, or approvals obtained from, the Canadian securities administrators or the Funds' security holders in connection with any such material change will be delivered or obtained, as required under the Legislation.

DECISION

Each of the Decision Makers 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 Makers under the Legislation is that the indirect change of control of BFML is approved.

Schedule A

LIST OF FUNDS