Altamira Investment Services Inc. et al. - MRRS Decision

MRRS Decision

Headnote

Relief granted from prohibition in s. 4.1(2) of NI 81-102 to permit applicant funds to purchase securities of related entity on secondary market - Relief subject to conditions including IRC approval and pricing requirements.

Applicable Legislative Provisions

National Instrument 81-102 Mutual Funds, ss. 4.1(2), 19.1.

National Instrument 81-107 Independent Review Committee for Investment Funds.

May 15, 2008

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN,

MANITOBA, ONTARIO, QUEBEC, NEW BRUNSWICK,

PRINCE EDWARD ISLAND, NOVA SCOTIA,

NEWFOUNDLAND AND LABRADOR, NORTHWEST

TERRITORIES, YUKON and NUNAVUT

(the Jurisdictions)

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

ALTAMIRA INVESTMENT SERVICES INC.,

NATIONAL BANK SECURITIES INC.,

TD ASSET MANAGEMENT INC.,

SCOTIA CASSELS INVESTMENT COUNSEL LIMITED,

SCOTIA SECURITIES INC., SCOTIA CAPITAL INC.,

RBC ASSET MANAGEMENT INC.,

BMO HARRIS INVESTMENT MANAGEMENT INC.,

BMO NESBITT BURNS INC.,

GUARDIAN GROUP OF FUNDS LTD.,

BMO INVESTMENTS INC.,

AND JONES HEWARD INVESTMENT COUNSEL INC.,

CIBC ASSET MANAGEMENT INC. AND

CIBC GLOBAL ASSET MANAGEMENT INC.

(the Applicants)

AND

IN THE MATTER OF

THE MUTUAL FUNDS

listed under an Applicant's name in Schedule A and any

mutual funds subject to National Instrument 81-102 --

Mutual Funds (NI 81-102) that may be established in the

future for which the Applicant acts as portfolio advisor

and/or manager (the Applicant Funds)

 

MRRS DECISION DOCUMENT

Background

The local securities regulatory authority or regulator (Decision Maker) in each of the Jurisdictions received an application (the Application) from the Applicants on behalf of each Applicant Fund under section 19.1 of NI 81-102 for relief from the requirement in Section 4.1(2) of NI 81-102 (the Requested Section 4.1(2) Relief) which prevents a dealer managed mutual fund from investing in a class of securities of an issuer (a Related Person) of which a partner, director, officer or employee of the dealer manager of the mutual fund, or a partner, director, officer or employee of an affiliate or associate of the dealer manager, is a partner, director or officer unless the partner, director, officer or employee

(a) does not participate in the formulation of investment decisions made on behalf of the dealer managed mutual fund;

(b) does not have access before implementation to information concerning investment decisions made on behalf of the dealer managed mutual fund; and

(c) does not influence, other than through research, statistical and other reports generally available to clients, the investment decisions made on behalf of the dealer managed mutual fund.

Under the Mutual Reliance Review System for Exemptive Relief Applications:

(i) the Ontario Securities Commission (the OSC) is the principal regulator for the Application; and

(ii) this MRRS decision document (MRRS Decision) represents the decision of each of the Decision Makers.

Interpretation

Defined terms contained in National Instrument 14-101 -- Definitions (NI 14-101), in NI 81-102 and in National Instrument 81-107 -- Independent Review Committee for Investment Funds (NI 81-107) have the same meaning in this MRRS Decision Document unless they are otherwise defined in this Decision Document.

Representations

This decision is based on the following facts represented by an Applicant in respect of the Applicant and the Applicant Funds of the Applicant:

1. Each of the Applicants is or will be the portfolio adviser and/or the manager of the Applicant Funds of the Applicant.

2. Each of the Applicants and the Applicant Funds is or will be compliant with the requirements of NI 81-107. Accordingly, each Applicant Fund has or will have an independent review committee (IRC) established in accordance with NI 81-107.

3. The investment strategies of an Applicant Fund that relies on the Requested Section 4.1(2) Relief permit or will permit it to invest in the securities purchased, either as a principal strategy in achieving its investment objective or as a temporary strategy pending the purchase of other securities.

4. TD Asset Management Inc. (TDAM) previously obtained relief from Section 4.1(2) (the TDAM Existing Related Person Securities Relief) so that an Applicant Fund of TDAM could invest in securities of certain Related Persons of TDAM. These securities included exchange-traded securities and non-exchange-traded securities of The Toronto-Dominion Bank (TD Bank) such as long-term bonds and bankers acceptances.

5. Pursuant to section 7.2 of NI 81-107, the TDAM Existing Related Person Securities Relief expired on November 1, 2007. Each of the remaining Applicants did not previously obtain relief from section 4.1(2) of NI 81-102.

6. Section 6.2 of NI 81-107 provides an exemption from the mutual fund conflict of interest investment restrictions for purchases of Related Person securities if the purchase is made on an exchange. It does not provide an exemption from section 4.1(2) of NI 81-102 and it does not provide an exemption for purchases of non-exchange traded securities.

7. Related Persons of each Applicant are significant issuers of both exchange --traded and non-exchange-traded securities.

8. Non-exchange-traded securities that are debt securities issued by Related Persons, in addition to securities that are listed and traded on an exchange, may be appropriate investments for the Applicant Funds.

9. In respect of Applicant Funds of an Applicant, directors, officers and employees of each Applicant or of an affiliate or associate of an Applicant may be directors, officers or employees of a Related Person who do not meet the exceptions in section 4.1(2) of NI 81-102 such that the Requested Section 4.1(2) Relief is required by an Applicant to permit Applicant Funds to invest in securities of a Related Person.

10. Each purchase of securities of a Related Person will occur in the secondary market and not under primary distributions or treasury offerings of a Related Person.

11. Each non-exchange-traded security purchased by an Applicant Fund pursuant to the Requested Section 4.1(2) Relief will be a debt security issued by a Related Person that has been given, and continues to have at the time of purchase, an "approved credit rating" by an approved credit rating organization.

12. The Applicants consider that the Applicant Funds should have access to such securities for the following reasons:

a) There is currently and has been for several years a very limited supply of highly rated corporate debt.

b) Diversification is reduced to the extent that an Applicant Fund is limited with respect to investment opportunities.

c) To the extent that an Applicant Fund is trying to track or outperform a benchmark it is important for the Applicant Fund to be able to purchase any securities included in the benchmark. Debt securities of Related Persons of the Applicants are included in most of the Canadian debt indices.

13. If a Fund's purchase of non-exchange-traded securities issued by Related Persons involves an interfund trade with another fund to which NI 81-107 applies, the provisions of section 6.1.(2) of NI 81-107 will apply to such transaction.

Decision

Each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Makers with the jurisdiction to make the decision has been met.

The decision of the Decision Makers is that the Requested Section 4.1(2) Relief is granted to permit purchases of Related Person securities in the secondary market on the conditions that:

(a) the purchase is consistent with, or is necessary to meet, the investment objective of the Applicant Fund;

(b) the IRC of the Applicant Fund has approved the transaction in accordance with Section 5.2(2) of NI 81-107;

(c) the manager of the Applicant Fund complies with section 5.1 of NI 81-107 and the manager and the IRC of the Applicant Fund comply with section 5.4 of NI 81-107 for any standing instructions the IRC provides in connection with the transactions;

(d) if the security is an exchange-traded security, the purchase is made on an exchange on which the securities of the issuer are listed and traded;

(e) if the security is not an exchange-traded security,

(a) the price payable for the security is not more than the ask price of the security;

(b) the ask price of the security is determined as follows:

(i) if the purchase occurs on a marketplace, the price payable is determined in accordance with the requirements of that marketplace; or

(ii) if the purchase does not occur on a marketplace,

(A) the Applicant Fund may pay the price for the security at which an independent, arm's length seller is willing to sell the security, or

(B) if the Applicant Fund does not purchase the security from an independent, arm's length seller, the Applicant Fund must pay the price quoted publicly by an independent marketplace or obtain, immediately before the purchase, at least one quote from an independent, arm's length purchaser or seller and not pay more than that quote.;

(f) the transaction complies with any applicable "market integrity requirements";

(g) no later than the time the Applicant Fund files its annual financial statements, the Applicant files with the securities regulatory authority or regulator the particulars of any such investments; and

(h) the reporting obligation in section 4.5 of NI 81-107 applies to the Requested Section 4.1(2) Relief granted in this Decision and the IRC of the Applicant Fund complies with section 4.5 of NI 81-107 in connection with any instance that it becomes aware that the Applicant did not comply with any of the conditions of this Decision.

"Rhonda Goldberg"
Manager, Investment Funds Branch
Ontario Securities Commission

 

SCHEDULE A

APPLICANTS AND APPLICANT FUNDS

A. ALTAMIRA INVESTMENT SERVICES INC., NATIONAL BANK SECURITIES INC.

Altamira T-Bill Fund
Altamira Income Fund
Altamira Bond Fund
Altamira High Yield Bond Fund
Altamira Short Term Canadian Income Fund
Altamira Short Term Government Bond Fund
Altamira Inflation-Adjusted Bond Fund
Altamira Global Bond Fund
Altamira Short Term Global Income Fund
Altamira Balanced Fund
Altamira Dividend Fund Inc.
Altamira Growth & Income Fund
Altamira Monthly Income Fund
Altamira Global Diversified Fund
Altamira Canadian Value Fund
Altamira Equity Fund
AltaFund Investment Corp.
Altamira Capital Growth Fund Limited
Altamira Special Growth Fund
Altamira European Equity Fund
Altamira Global Value Fund
Altamira US Larger Company Fund
Altamira Asia Pacific Fund
Altamira Japanese Opportunity Fund
Altamira Global Discovery Fund
Altamira Global Small Company Fund
Altamira Select American Fund
National Bank Money Market Fund
National Bank Treasury Bill Plus Fund
National Bank U.S. Money Market Fund
National Bank Corporate Cash Management Fund
National Bank Treasury Management Fund
National Bank Mortgage Fund
National Bank Bond Fund
National Bank Dividend Fund
National Bank Global Bond Fund
National Bank High Yield Bond Fund
National Bank Monthly Secure Income Fund
National Bank Monthly Conservative Income Fund
National Bank Monthly Moderate Income Fund
National Bank Monthly Income Fund
National Bank Monthly High Income Fund
National Bank Monthly Equity Income Fund
Altamira Precision Canadian Index Fund
Altamira Precision European Index Fund
Altamira Precision International Currency Neutral Index Fund
Altamira Precision U.S. Currency Neutral Index Fund
Altamira Precision U.S. Midcap Index Fund
Altamira Health Sciences Fund
Altamira Precious and Strategic Metal Fund
Altamira Resource Fund
Altamira Science and Technology Fund
Altamira Energy Fund
Meritage Canadian Equity Portfolio
Meritage Global Equity Portfolio
Meritage American Equity Portfolio
Meritage International Equity Portfolio
Meritage Conservative Portfolio
Meritage Moderate Portfolio
Meritage Balanced Portfolio
Meritage Growth Portfolio
Meritage Equity Portfolio
Meritage Conservative Income Portfolio
Meritage Moderate Income Portfolio
Meritage Balanced Income Portfolio
Meritage Growth Income Portfolio
Meritage Equity Income Portfolio
National Bank Global Equity Fund
National Bank International Index Fund
National Bank American Index Fund
National Bank American Index Plus Fund
National Bank European Equity Fund
National Bank European Small Capitalization Fund
National Bank Asia-Pacific Fund
National Bank Emerging Markets Fund
National Bank Quebec Growth Fund
National Bank Natural Resources Fund
National Bank Future Economy Fund
National Bank Global Technologies Fund
National Bank Strategic Yield Class
National Bank/Fidelity Canadian Asset Allocation
Fund
National Bank Retirement Balanced Fund
National Bank Secure Diversified Fund
National Bank Conservative Diversified Fund
National Bank Moderate Diversified Fund
National Bank Balanced Diversified Fund
National Bank Growth Diversified Fund
National Bank Canadian Equity Fund
National Bank Canadian Opportunities Fund
National Bank Canadian Index Fund
National Bank Canadian Index Plus Fund
National Bank Small Capitalization Fund
National Bank/Fidelity True North Fund
National Bank/Fidelity Global Fund
National Bank Protected Canadian Bond Fund
National Bank Protected Retirement Balanced Fund
National Bank Protected Growth Balanced Fund
National Bank Protected Canadian Equity Fund
National Bank Protected Global Fund
Omega Preferred Equity Fund
Omega High Dividend Fund
Omega Consensus American Equity Fund
Omega Consensus International Equity Fund

B. TD ASSET MANAGEMENT INC.

TD Canadian T-Bill Fund
TD Canadian Money Market Fund
TD Premium Money Market Fund
TD U.S. Money Market Fund
TD Short Term Bond Fund
TD Mortgage Fund
TD Canadian Bond Fund
TD Real Return Bond Fund
TD Global Bond Fund
TD High Yield Income Fund
TD Corporate Bond Pool
TD Corporate Bond Capital Yield Fund
TD Income Advantage Portfolio
TD Monthly Income Fund
TD Balanced Income Fund
TD Monthly High Income Fund
TD Balanced Growth Fund
TD Global Equity Advantage Portfolio
TD Income Trust Pool
TD Income Trust Capital Yield Fund
TD Dividend Income Fund
TD Dividend Growth Fund
TD Canadian Blue Chip Equity Fund
TD Canadian Value Fund
TD Canadian Equity Fund
TD Canadian Small-Cap Equity Fund
TD U.S. Quantitative Equity Fund
TD U.S. Blue Chip Equity Fund
TD North American Dividend Fund
TD U.S. Mid-Cap Growth Fund
TD U.S. Small-Cap Equity Fund
TD U.S. Large-Cap Value Fund
TD U.S. Blue Chip Equity Currency Neutral Fund
TD U.S. Mid-Cap Growth Currency Neutral Fund
TD U.S. Small-Cap Equity Currency Neutral Fund
TD U.S. Large Cap Value Currency Neutral Fund
TD U.S. Equity Advantage Portfolio
TD Dow Jones Industrial AverageSM Index Fund
TD U.S. Index Fund
TD U.S. Index Currency Neutral Fund
TD Nasdaq® Index Fund
TD International Index Fund
TD International Index Currency Neutral Fund
TD European Index Fund
TD Japanese Index Fund
TD Balanced Index Fund
TD Private Canadian Bond Return Fund
TD Private Canadian Corporate Bond Fund
TD Private Canadian Bond Income Fund
TD Private Canadian Equity Fund
TD Private North American Equity Fund
TD Private Small/Mid-Cap Equity Fund
TD Private Income Trust Fund
TD Private Canadian Dividend Fund
TD Private U.S. Equity Fund
TD Private Canadian Strategic Opportunities Fund
TD Private International Equity Fund
TD Emerald Canadian Bond Index Fund
TD Emerald Canadian Short Term Investment Fund
TD Emerald International Equity Index Fund
TD Emerald Global Government Bond Index Fund
TD Emerald Canadian Equity Index Fund
TD Emerald U.S. Market Index Fund
TD Emerald Balanced Fund
TD Emerald Canadian Treasury Management - Government Fund
TD Emerald Canadian Treasury Management Fund
TD Emerald Canadian Treasury Management - Financial Institution Fund
TD Emerald U.S. Treasury Management - Government Fund
TD Emerald U.S. Dollar Treasury Management Fund
TD Managed Income Portfolio
TD U.S. Equity Advantage Currency Neutral Portfolio
TD Global Select Fund
TD International Equity Fund
TD European Growth Fund
TD Japanese Growth Fund
TD Pacific Rim Fund
TD Asian Growth Fund
TD Emerging Markets Fund
TD Latin American Growth Fund
TD Global Multi-Cap Fund
TD Global Value Fund
TD International Equity Growth Fund
TD Global Dividend Fund
TD Resource Fund
TD Energy Fund
TD Precious Metals Fund
TD Entertainment & Communications Fund
TD Science & Technology Fund
TD Health Sciences Fund
TD Canadian Bond Index Fund
TD Canadian Index Fund
TD Managed Income & Moderate Growth Portfolio
TD Managed Balanced Growth Portfolio
TD Managed Aggressive Growth Portfolio
TD Managed Maximum Equity Growth Portfolio
TD Managed Index Income Portfolio
TD Managed Index Income & Moderate Growth Portfolio
TD Managed Index Balanced Growth Portfolio
TD Managed Index Aggressive Growth Portfolio
TD Managed Index Maximum Equity Growth Portfolio
TD FundSmart Managed Income Portfolio
TD FundSmart Managed Income & Moderate Growth Portfolio
TD FundSmart Managed Balanced Growth Portfolio
TD FundSmart Managed Aggressive Growth Portfolio
TD FundSmart Managed Maximum Equity Growth Portfolio
TD Canadian Core Plus Bond Fund
TD Diversified Monthly Income Fund
TD Global Monthly Income Fund
TD World Bond Pool
TD Private U.S. Large Cap Currency Neutral Fund
TD Global Sustainability Fund

C. SCOTIA CASSELS INVESTMENT COUNSEL LIMITED, SCOTIA SECURITIES INC., SCOTIA CAPITAL INC.

Scotia T-Bill Fund
Scotia Premium T-Bill Fund
Scotia Money Market Fund
Scotia U.S. $ Money Market Fund
Scotia Mortgage Income Fund
Scotia Canadian Income Fund
Scotia Cassels Short-Mid Government Bond Fund
Scotia Cassels Canadian Corporate Bond Fund
Scotia U.S. $ Bond Fund
Scotia Global Bond Fund
Scotia Diversified Monthly Income Fund
Scotia Canadian Balanced Fund
Scotia Cassels Advantaged Income Fund
Scotia Canadian Tactical Asset Allocation Fund
Scotia Canadian Dividend Fund
Scotia Cassels Canadian Equity Fund
Scotia Canadian Blue Chip Fund
Scotia Canadian Growth Fund
Scotia Canadian Small Cap Fund
Scotia Resource Fund
Scotia Cassels North American Equity Fund
Scotia Cassels U.S. Equity Fund
Scotia U.S. Growth Fund
Scotia U.S. Value Fund
Scotia International Value Fund
Scotia Cassels International Equity Fund
Scotia European Fund
Scotia Pacific Rim Fund
Scotia Latin American Fund
Scotia Global Growth Fund
Scotia Global Small Cap Fund
Scotia Global Opportunities Fund
Scotia Global Climate Change Fund
Scotia Canadian Bond Index Fund
Scotia Canadian Index Fund
Scotia U.S. Index Fund
Scotia CanAm(r) Index Fund
Scotia Nasdaq Index Fund
Scotia International Index Fund
Scotia Selected Income & Modest Growth Portfolio
Scotia Selected Balanced Income & Growth Portfolio
Scotia Selected Moderate Growth Portfolio
Scotia Selected Aggressive Growth Portfolio
Scotia Partners(tm) Income & Modest Growth Portfolio
Scotia Partners Balanced Income & Growth Portfolio
Scotia Partners Moderate Growth Portfolio
Scotia Partners Aggressive Growth Portfolio
Scotia Vision Conservative 2010 Portfolio
Scotia Vision Aggressive 2010 Portfolio
Scotia Vision Conservative 2015 Portfolio
Scotia Vision Aggressive 2015 Portfolio
Scotia Vision Conservative 2020 Portfolio
Scotia Vision Aggressive 2020 Portfolio
Scotia Vision Conservative 2030 Portfolio
Scotia Vision Aggressive 2030 Portfolio
Pinnacle Short Term Income Fund
Pinnacle Income Fund
Pinnacle High Yield Income Fund
Pinnacle American Core-Plus Bond Fund
Pinnacle Global Real Estate Securities Fund
Pinnacle Strategic Balanced Fund
Pinnacle Canadian Value Equity Fund
Pinnacle Canadian Mid Cap Value Equity Fund
Pinnacle Canadian Growth Equity Fund
Pinnacle Canadian Small Cap Equity Fund
Pinnacle American Value Equity Fund
Pinnacle American Mid Cap Value Equity Fund
Pinnacle American Large Cap Growth Equity Fund
Pinnacle American Mid Cap Growth Equity Fund
Pinnacle International Equity Fund
Pinnacle International Small to Mid Cap Value Equity Fund
Pinnacle Global Equity Fund
Pinnacle Balanced Income Portfolio
Pinnacle Conservative Balanced Growth Portfolio
Pinnacle Balanced Growth Portfolio
Pinnacle Conservative Growth Portfolio
Pinnacle Growth Portfolio

D. RBC ASSET MANAGEMENT INC.

RBC Canadian T Bill Fund
RBC Canadian Money Market Fund
RBC Premium Money Market Fund
RBC $U.S. Money Market Fund
RBC Premium $U.S. Money Market Fund
RBC Canadian Short-Term Income Fund
RBC Bond Fund
RBC Canadian Bond Index Fund
RBC Monthly Income Fund
RBC $U.S. Income Fund
RBC Global Bond Fund
RBC Global Corporate Bond Fund
RBC Advisor Canadian Bond Fund
RBC Global High Yield Fund
RBC Cash Flow Portfolio
RBC Enhanced Cash Flow Portfolio
RBC Balanced Fund
RBC Tax Managed Return Fund
RBC Balanced Growth Fund
RBC Jantzi Balanced Fund
RBC Select Conservative Portfolio
RBC Select Balanced Portfolio
RBC Select Growth Portfolio
RBC Select Aggressive Growth Portfolio
RBC Select Choices Conservative Portfolio
RBC Select Choices Balanced Portfolio
RBC Select Choices Growth Portfolio
RBC Select Choices Aggressive Growth Portfolio
RBC Target 2010 Education Fund
RBC Target 2015 Education Fund
RBC Target 2020 Education Fund
RBC Target 2025 Education Fund
RBC Canadian Dividend Fund
RBC Canadian Equity Fund
RBC Jantzi Canadian Equity Fund
RBC International Equity Fund
RBC International Index Currency Neutral Fund
RBC O'Shaughnessy International Equity Fund
RBC European Equity Fund
RBC Asian Equity Fund
RBC Global Dividend Growth Fund
RBC Jantzi Global Equity Fund
RBC O'Shaughnessy Global Equity Fund
RBC Global Energy Fund
RBC Global Precious Metals Fund
RBC Global Consumer and Financials Fund
RBC Global Health Sciences Fund
RBC Global Resources Fund
RBC Global Technology Fund
RBC DS North American Focus Fund
RBC DS Canadian Focus Fund
RBC DS International Focus Fund
RBC DS Balanced Global Portfolio
RBC DS Growth Global Portfolio
RBC DS All Equity Global Portfolio
RBC Private Short-Term Income Pool
RBC Private Canadian Bond Pool
RBC Private Corporate Bond Pool
RBC Private Income Pool
RBC Private Global Bond Pool
RBC Private Canadian Dividend Pool
RBC Private Canadian Growth and Income Equity Pool
RBC Private Canadian Equity Pool
RBC Private Canadian Value Equity Pool
RBC Private O'Shaughnessy Canadian Equity Pool
RBC Private Core Canadian Equity Pool
RBC Canadian Index Fund
RBC O'Shaughnessy Canadian Equity Fund
RBC O'Shaughnessy All-Canadian Equity Fund
RBC Canadian Diversified Income Trust Fund
RBC North American Dividend Fund
RBC North American Value Fund
RBC North American Growth Fund
RBC U.S. Equity Fund
RBC U.S. Equity Currency Neutral Fund
RBC U.S. Index Fund
RBC U.S. Index Currency Neutral Fund
RBC O'Shaughnessy U.S. Value Fund
RBC U.S. Mid-Cap Equity Fund
RBC U.S. Mid-Cap Equity Currency Neutral Fund
RBC O'Shaughnessy U.S. Growth Fund
RBC O'Shaughnessy U.S. Growth Fund II
RBC Life Science and Technology Fund
RBC Private Canadian Mid Cap Equity Pool
RBC Private U.S. Equity Pool
RBC Private U.S. Value Equity Pool
RBC Private O'Shaughnessy U.S. Value Equity Pool
RBC Private U.S. Growth Equity Pool
RBC Private O'Shaughnessy U.S. Growth Equity Pool
RBC Private U.S. Mid Cap Equity Pool
RBC Private U.S. Small Cap Equity Pool
RBC Private International Equity Pool
RBC Private EAFE Equity Pool
RBC Private European Equity Pool
RBC Private Asian Equity Pool
RBC Private Global Dividend Growth Pool
RBC Private World Equity Pool

E. BMO HARRIS INVESTMENT MANAGEMENT INC., BMO NESBITT BURNS INC., GUARDIAN GROUP OF FUNDS LTD., BMO INVESTMENTS INC., AND JONES HEWARD INVESTMENT COUNSEL INC.

BMO Harris Canadian Money Market Portfolio
BMO Harris Canadian Bond Income Portfolio
BMO Harris Canadian Total Return Bond Portfolio
BMO Harris Canadian Corporate Bond Portfolio
BMO Harris Income Opportunity Bond Portfolio
BMO Harris Opportunity Bond Portfolio
BMO Harris Diversified Yield Portfolio (formerly BMO Harris Diversified Trust Portfolio)
BMO Harris Canadian Dividend Income Portfolio
BMO Harris Canadian Income Equity Portfolio
BMO Harris Canadian Conservative Equity Portfolio
BMO Harris Canadian Growth Equity Portfolio
BMO Harris Growth Opportunities Portfolio
BMO Harris Canadian Special Growth Portfolio
BMO Harris U.S. Equity Portfolio
BMO Harris U.S. Growth Portfolio
BMO Harris International Equity Portfolio
BMO Harris International Special Equity Portfolio
BMO Harris Emerging Markets Equity Portfolio
BMO Nesbitt Burns Canadian Stock Selection Fund
BMO Nesbitt Burns U.S. Stock Selection Fund
BMO Nesbitt Burns Bond Fund
BMO Nesbitt Burns Balanced Fund
BMO Nesbitt Burns Balanced Portfolio Fund
BMO Nesbitt Burns Growth Portfolio Fund
BMO Nesbitt Burns All Equity Portfolio Fund
BMO T-Bill Fund
BMO Money Market Fund
BMO Precious Metals Fund
BMO Global Science & Technology Fund
BMO Emerging Markets Fund
BMO U.S. Dollar Money Market Fund
BMO U.S. Dollar Monthly Income Fund
BMO U.S. Dollar Equity Index Fund
BMO Short-Term Income Class
BMO Dividend Class
BMO Canadian Equity Class
BMO Global Dividend Class
BMO U.S. Equity Class
BMO Global Equity Class
BMO Greater China Class
BMO LifeStage Plus 2015 Fund
BMO LifeStage Plus 2020 Fund
BMO LifeStage Plus 2025 Fund
BMO LifeStage Plus 2030 Fund
BMO FundSelect™ Security Portfolio
BMO FundSelect™ Balanced Portfolio
BMO FundSelect™ Growth Portfolio
BMO FundSelect™ Aggressive Growth Portfolio
GGOF Canadian Bond Fund
GGOF Canadian Money Market Fund
GGOF Floating Rate Income Fund
GGOF Global Bond Fund
GGOF High Yield Bond Fund
GGOF Monthly Dividend Fund Ltd
GGOF Monthly High Income Fund
GGOF Monthly High Income Fund II
BMO AIR MILES®† Money Market Fund
BMO Premium Money Market Fund
BMO Mortgage and Short-Term Income Fund
BMO Bond Fund
BMO World Bond Fund
BMO Monthly Income Fund
BMO Diversified Income Fund
BMO Global Monthly Income Fund
BMO Global High Yield Bond Fund
BMO Income Trust Fund
BMO Asset Allocation Fund
BMO Dividend Fund
BMO Equity Index Fund
BMO Equity Fund
BMO U.S. Equity Index Fund
BMO U.S. Growth Fund
BMO U.S. Equity Fund
BMO International Index Fund
BMO International Equity Fund
BMO North American Dividend Fund
BMO European Fund
BMO Japanese Fund
BMO Special Equity Fund
BMO U.S. Special Equity Fund
BMO Resource Fund
GGOF U.S. Money Market Fund
GGOF American Equity Fund Ltd
GGOF Canadian Equity Fund Ltd (formerly GGOF Canadian Growth Fund Ltd.)
GGOF Canadian Large Cap Equity Fund
GGOF Dividend Growth Fund
GGOF Emerging Markets Fund
GGOF Enterprise Fund
GGOF European Equity Fund
GGOF Global Absolute Return Fund
GGOF Global Equity Fund
GGOF Global Small Cap Fund
GGOF Global Technology Fund
GGOF Japanese Equity Fund
GGOF Resource Fund
GGOF Asian Growth and Income Fund
GGOF Canadian Balanced Fund
GGOF Canadian Diversified Monthly Income Fund
GGOF Global Diversified Fund
GGOF Small Cap Growth and Income Fund
GGOF U.S. Diversified Monthly Income Fund
GGOF Income Solution
GGOF Conservative Solution
GGOF Balanced Solution
GGOF Growth Solution
GGOF Aggressive Growth Solution
GGOF Global Real Estate Fund
GGOF Global Dividend Growth Fund

F. CIBC ASSET MANAGEMENT INC., CANADIAN IMPERIAL BANK OF COMMERCE

CIBC Asia Pacific Index Fund
CIBC Balanced Fund
CIBC Balanced Index Fund
CIBC Canadian Bond Fund
CIBC Canadian Bond Index Fund
CIBC Canadian Emerging Companies Fund
CIBC Canadian Equity Fund
CIBC Canadian Equity Value Fund
CIBC Canadian Index Fund
CIBC Canadian Real Estate Fund
CIBC Canadian Resources Fund
CIBC Canadian Short-Term Bond Index Fund
CIBC Canadian Small Companies Fund
Renaissance Canadian Balanced Fund
Renaissance Canadian Balanced Value Fund
Renaissance Canadian Bond Fund
Renaissance Canadian Core Value Fund
Renaissance Canadian Dividend Income Fund
Renaissance Canadian Growth Fund
Renaissance Canadian High Yield Bond Fund
Renaissance Canadian Monthly Income Fund
Renaissance Canadian Real Return Bond Fund
Renaissance Canadian Small-Cap Fund
CIBC Canadian T-Bill Fund
CIBC Capital Appreciation Fund
CIBC Disciplined International Equity Fund
CIBC Disciplined U.S. Equity Fund
CIBC Diversified Income Fund
CIBC Dividend Fund
CIBC Emerging Economies Fund
CIBC Emerging Markets Index Fund
CIBC Energy Fund
CIBC European Equity Fund
CIBC European Index Fund
CIBC European Index RRSP Fund
CIBC Far East Prosperity Fund
CIBC Financial Companies Fund
CIBC Global Bond Fund
CIBC Global Bond Index Fund
CIBC Global Equity Fund
CIBC Global Monthly Income Fund
CIBC Global Technology Fund
CIBC High Yield Cash Fund
CIBC International Index Fund
CIBC International Index RRSP Fund
CIBC International Small Companies Fund
CIBC Japanese Equity Fund
CIBC Japanese Index RRSP Fund
CIBC Latin American Fund
CIBC Money Market Fund
CIBC Monthly Income Fund
CIBC Mortgage and Short-Term Income Fund
CIBC Nasdaq Index Fund
CIBC Nasdaq Index RRSP Fund
CIBC North American Demographics Fund
CIBC Precious Metals Fund
CIBC Premium Canadian T-Bill Fund
CIBC U.S. Dollar Money Market Fund
CIBC U.S. Equity Index Fund
CIBC U.S. Index RRSP Fund
CIBC U.S. Small Companies Fund
Frontiers Canadian Equity Pool
Frontiers Canadian Fixed Income Pool
Frontiers Canadian Monthly Income Pool
Frontiers Canadian Short Term Income Pool
Frontiers Emerging Markets Equity Pool
Frontiers Global Bond Pool
Frontiers International Equity Pool
Frontiers U.S. Equity Pool
Imperial Canadian Bond Pool
Imperial Canadian Dividend Income Pool
Imperial Canadian Dividend Pool
Imperial Canadian Equity Pool
Renaissance Canadian T-Bill Fund
Renaissance Emerging Markets Fund
Renaissance Diversified Income Fund
Renaissance European Fund
Renaissance Global Growth Fund
Renaissance Global Infrastructure Fund
Renaissance Global Focus Fund
Renaissance Global Technology Fund
Renaissance International Index Fund
Renaissance U.S. Equity Growth Fund
Renaissance U.S. Equity Value Fund
Renaissance U.S. Index Fund
Renaissance U.S. Money Market Fund
Renaissance Asian Fund
Renaissance Canadian Asset Allocation Fund
Renaissance China Plus Fund
Renaissance Dividend Fund
Renaissance Global Asset Allocation Fund
Renaissance Global Bond Fund
Renaissance Global Value Fund
Renaissance Global Health Care Fund
Renaissance Global Markets Fund
Renaissance Global Multi Management Fund
Renaissance Global Resource Fund
Renaissance Global Science & Technology Fund
Renaissance Global Small-Cap Fund
Renaissance Canadian Income Fund
Renaissance International Equity Fund
Renaissance Millennium High Income Fund
Renaissance Millennium Next Generation Fund
Imperial Canadian Income Trust Pool
Imperial Emerging Economies Pool
Imperial International Bond Pool
Imperial International Equity Pool
Imperial Money Market Pool
Imperial Overseas Equity Pool
Imperial Registered International Equity Index Pool
Imperial Registered U.S. Equity Index Pool
Imperial Short-Term Bond Pool
Imperial U.S. Equity Pool
Renaissance Money Market Fund