CIBC Asset Management Inc. et al.

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- Relief granted from self-dealing provisions in s. 111 of the Act to permit pooled funds to purchase securities of related party -- related party purchases subject to conditions including independent oversight and the trade must occur on an exchange or comply with alternative pricing conditions.

Applicable Legislative Provisions

Securities Act (Ontario), ss., 111(2)(a), 111(3), 113.

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

July 8, 2008

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO and ALBERTA,

(the Jurisdictions)

AND

IN THE MATTER OF

CIBC ASSET MANAGEMENT INC. AND

CIBC GLOBAL ASSET MANAGEMENT INC.

(the Filers)

AND

IN THE MATTER OF

the funds listed in Schedule A (each, an Existing

Pooled Fund and, collectively, the Existing Pooled

Funds)

DECISION DOCUMENT

Background

The local securities regulatory authority or regulator (the Decision Maker) received an application (the Application) from the Filers for a decision under the securities legislation of the Jurisdictions (the Legislation) in respect of each Existing Pooled Fund and any future pooled fund (each, a Future Pooled Fund and, collectively, the Future Pooled Funds) managed by a Filer, or an affiliate of a Filer, for an exemption (the Requested Relief) from the prohibition in the Legislation (the Related Issuer Prohibition) that prohibits a mutual fund from knowingly making or holding an investment in any person or company who is a substantial securityholder of the mutual fund, its management company, or distribution company in order to permit the Existing Pooled Funds and the Future Pooled Funds to purchase securities of Canadian Imperial Bank of Commerce (CIBC) in the secondary market.

Interpretation

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

Representations

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

1. Each of the Existing Pooled Funds and the Future Pooled Funds (each, a Pooled Fund and, collectively, the Pooled Funds) is, or will be, an open-ended mutual fund trust or mutual fund corporation that is a mutual fund in Ontario because it is established under the laws of Ontario. The Pooled Funds are not and will not be reporting issuers under the Legislation.

2. A Filer, or an affiliate of a Filer, is, or will be, the manager and/or portfolio adviser of each of the Pooled Funds.

3. CIBC is a substantial securityholder of the Filers and may be a substantial securityholder of an affiliate of the Filers.

4. A Filer, or an affiliate of a Filer, will establish an independent review committee (an IRC) in respect of a Pooled Fund.

5. The mandate of the IRC of a Pooled Fund will include approving purchases by a Pooled Fund of securities of CIBC. The IRC of the Pooled Funds will be composed by a Filer, or an affiliate of a Filer, in accordance with section 3.7 of NI 81-107 and will be expected to comply with the standard of care set out in section 3.9 of NI 81-107. Further, the IRC of the Pooled Funds will not approve purchases of securities of CIBC unless it has made the determination set out in section 5.2(2) of NI 81-107.

6. The Filers are unable to rely upon the exemption from the Related Issuer Prohibition codified under s. 6.2(2) of NI 81-107 because the Pooled Funds are not subject to NI 81-107 and some of the purchases of CIBC securities will not occur on an exchange.

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 Maker is that the Requested Relief is granted in respect of each Pooled Fund on the following conditions:

(i) the IRC of the Pooled Fund has approved the transaction in respect of the Pooled Fund on the same terms as are required under section 5.2 of NI 81-107;

(ii) the transaction is consistent with, or is necessary to meet, the investment objective of the Pooled Fund;

(iii) if the security is listed and traded, the purchase is made on an exchange on which the securities are listed and traded;

(iv) if the security is not listed:

(A) the security is a debt security that has been given, and continues to have, at the time of the purchase, an approved credit rating by an approved credit rating organization;

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

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

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

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

I. the Pooled Fund may pay the price for the security, at which an independent, arm's length seller is willing to sell the security, or

II. if the Pooled Fund does not purchase the security from an independent arm's length seller, the Pooled 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;

(v) a Filer, or an affiliate of a Filer, files with the Decision Maker particulars of any transactions, annually, on or before the 90th day after the financial year end of the Pooled Fund; and

(vi) the reporting obligation in section 4.5 of NI 81-107 applies to the Requested Relief granted in this Decision and the IRC of the Funds relying on the Requested Relief complies with section 4.5 of NI 81-107 in connection with any instance that it becomes aware that the Filers did not comply with any of the conditions of this Decision.

SCHEDULE A