Citibank Canada Investment Funds Limited - s. 5.1 of Rule 31-506

Headnote

Director's Decision

Exemptive relief for a mutualfund dealer from the requirement to become a member of the MutualFund Dealers Association.

Applicable Ontario StatutoryProvisions

Applicable Ontario SecuritiesCommission Rule

AND

AND

UPON the Director havingreceived an application (the "Application") from (the"Registrant") for a decision, pursuant to section5.1 of the Rule, exempting the Registrant from the requirementin section 2.1 of the Rule, which would otherwise require thatthe Registrant be a member of the Mutual Fund Dealers Associationof Canada (the "MFDA") on and after July 2, 2002;

UPON considering theApplication and the recommendation of staff of the Ontario SecuritiesCommission;

AND UPON the Registranthaving represented to the Director that:

1. the Registrant is registeredunder the Act as an adviser in the categories of investmentcounsel and portfolio manager and as a dealer in the categoriesof mutual fund dealer and limited market dealer;

2. the Registrant is alsoregistered in British Columbia as a mutual fund dealer andis applying for registration as an investment counsel andportfolio manager, and is applying to the British ColumbiaSecurities Commission for substantially the same relief;

3. the Registrant is a wholly-ownedsubsidiary of Citibank Canada, a Canadian chartered bank,which is in turn an indirect subsidiary of Citigroup, Inc.(together with its affiliated companies, "Citigroup");

4. the Registrant sells securitiesof mutual funds and pooled funds to institutional and highnet worth individual clients of Citibank Canada, principallythrough accounts managed by the Registrant under by the termsof an investment management agreement;

5. certain of the mutual fundsand pooled funds which would be traded for accounts of clientsof the Registrant would be mutual funds and pooled funds managedby either the Registrant or a Citigroup affiliate ("CitigroupFunds");

6. the Registrant does notsolicit direct sales of the Citigroup Funds to the publicand only accepts purchase, redemption and switch orders forunits of the Citigroup Funds from high net worth individuals;

7. the Registrant's tradingactivities as a mutual fund dealer currently represent andwill continue to represent activities that are incidentalto its principal business activities;

8. the Registrant has agreedto the imposition of the terms and conditions on the Registrant'sregistration as a mutual fund dealer set out in the attachedSchedule "A", which outlines the activities theRegistrant has agreed to adhere to in connection with itsapplication for this Decision;

9. any person or company thatis not currently a client of the Registrant on the effectivedate of this Decision will, before they are accepted as aclient of the Registrant, receive prominent written noticefrom the Registrant that:

The Registrant is notcurrently a member, and does not intend to become a memberof the Mutual Fund Dealers Association; consequently,clients of the Registrant will not have available to theminvestor protection benefits that would otherwise derivefrom membership of the Registrant in the MFDA, includingcoverage under any investor protection plan for clientsof members of the MFDA;

10. upon the next generalmailing to its account holders and in any event before July2, 2002, the Registrant shall provide, to any client thatwas a client of the Registrant on the effective date of thisDecision, the prominent written notice referred to in paragraph10, above;

AND UPON the Directorbeing satisfied that to do so would not be prejudicial to thepublic interest;

IT IS THE DECISION ofthe Director, pursuant to section 5.1 of the Rule, that theRegistrant is exempt from the requirement in section 2.1 ofthe Rule;

PROVIDED THAT:

The Registrant complies withthe terms and conditions on its registration under the Act asa mutual fund dealer set out in the attached Schedule "A".

June 5, 2002.

"David M. Gilkes"

Schedule "A"

AS A MUTUAL FUND DEALER

Definitions

1. For the purposes hereof,unless the context otherwise requires:

(a) "Act" meansthe Securities Act, R.S.O. 1990, c. S.5, as amended;

(b) "Adviser"means an adviser as defined in subsection 1(1) of the Act;

(c) "Client Name Trade"means, for the Registrant, a trade to, or on behalf of,a person or company, in securities of a mutual fund, thatis managed by the Registrant or an affiliated entity ofthe Registrant, where, immediately before the trade, theperson or company is shown on the records of the mutualfund or of an other mutual fund managed by the Registrantor an affiliate of the Registrant as the holder of securitiesof such mutual fund, and the trade consists of:

(A) a purchase, by theperson or company, through the Registrant, of securitiesof the mutual fund; or

(B) a redemption, by theperson or company, through the Registrant, of securitiesof the mutual fund;

and where, the person orcompany is either a client of the Registrant that was notsolicited by the Registrant or was an existing client ofthe Registrant on the Effective Date;

(d) "Commission"means the Ontario Securities Commission;

(e) "Effective Date"means May 23, 2001;

(f) "Employee",for the Registrant, means:

(A) an employee of theRegistrant;

(B) an employee of anaffiliated entity of the Registrant; or

(C) an individual thatis engaged to provide, on a bona fide basis, consulting,technical, management or other services to the Registrantor to an affiliated entity of the Registrant, under awritten contract between the Registrant or the affiliatedentity and the individual or a consultant company or consultantpartnership of the individual, and, in the reasonableopinion of the Registrant, the individual spends or willspend a significant amount of time and attention on theaffairs and business of the Registrant or an affiliatedentity of the Registrant;

(g) "Employee",for a Service Provider, means an employee of the ServiceProvider or an affiliated entity of the Service Provider,provided that, at the relevant time, in the reasonable opinionof the Registrant, the employee spends or will spend, asignificant amount of time and attention on the affairsand business of:

(A) the Registrant oran affiliated entity of the Registrant; or

(B) a mutual fund managedby the Registrant or an affiliated entity of the Registrant;

(h) "Employee Rule"means Commission Rule 45-503 Trades To Employees, Executivesand Consultants;

(i) "Executive",for the Registrant, means a director, officer or partnerof the Registrant or of an affiliated entity of the Registrant;

(j) "Executive",for a Service Provider, means a director, officer or partnerof the Service Provider or of an affiliated entity of theService Provider;

(k) "Exempt Trade",for the Registrant, means:

(i) a trade in securitiesof a mutual fund that is made between a person or companyand an underwriter acting as purchaser or between or amongunderwriters; or

(ii) a trade in securitiesof a mutual fund for which the Registrant would have availableto it an exemption from the registration requirementsof clause 25(1)(a) of the Act if the Registrant were nota "market intermediary" as such term is definedin section 204 of the Regulation;

(l) "Fund-on-Fund Trade",for the Registrant, means a trade that consists of:

(i) a purchase, throughthe Registrant, of securities of a mutual fund that ismade by another mutual fund;

(ii) a purchase, throughthe Registrant, of securities of a mutual fund that ismade by a counterparty, an affiliated entity of the counterpartyor an other person or company, pursuant to an agreementto purchase the securities to effect a hedge of a liabilityrelating to a contract for a specified derivative or swapmade between the counterparty and another mutual fund;or

(iii) a sale, throughthe Registrant, of securities of a mutual fund that ismade by another mutual fund where the party purchasingthe securities is:

(A) a mutual fund managedby the Registrant or an affiliated entity of the Registrant;or

(B) a counterparty,affiliated entity or other person or company that acquiredthe securities pursuant to an agreement to purchasethe securities to effect a hedge of a liability relatingto a contract for a specified derivative or swap madebetween the counterparty and another mutual fund; and

where, in each case, atleast one of the referenced mutual funds is a mutual fundthat is managed by either the Registrant or an affiliatedentity of the Registrant;

(m) "In FurtheranceTrade" means, for the Registrant, a trade by the Registrantthat consists of any act, advertisement, or solicitation,directly or indirectly in furtherance of an other tradein securities of a mutual fund, where the other trade consistsof:

(i) a purchase or saleof securities of a mutual fund that is managed by theRegistrant or an affiliated entity of the Registrant;or

(ii) a purchase or saleof securities of a mutual fund where the Registrant actsas the principal distributor of the mutual fund; and

where, in each case, thepurchase or sale is made by or through an other registereddealer if the Registrant is not otherwise permitted to makethe purchase or sale pursuant to these terms and conditions;

(n) "Managed Account"means, for the Registrant, an investment portfolio accountof a client under which the Registrant, pursuant to a writtenagreement made between the Registrant and the client, makesinvestment decisions for the account and has full discretionaryauthority to trade in securities for the account withoutobtaining the client's specific consent to the trade;

(o) "Managed AccountTrade" means, for the Registrant, a trade to, or onbehalf of a Managed Account of the Registrant, where thetrade consists of a purchase or redemption, through theRegistrant of securities of a mutual fund, that is madeon behalf of the Managed Account;

where, in each case,

(i) the Registrant isthe portfolio adviser to the mutual fund;

(ii) the mutual fundis managed by the Registrant or an affiliate of theRegistrant; and

(iii) either of:

(A) the mutual fundis prospectus-qualified in Ontario; or

(B) the trade is notsubject to sections 25 and 53 of the Act;

(p) "Mutual Fund Instrument"means National Instrument 81-102 Mutual Funds, as amended;

(q) "Permitted Client",for the Registrant, means a person or company that is aclient of the Registrant, and that is, or was at the timethe person or company became a client of the Registrant:

(i) an Executive or Employeeof the Registrant;

(ii) a Related Party ofan Executive or Employee of the Registrant;

(iii) a Service Providerof the Registrant or an affiliated entity of a ServiceProvider of the Registrant;

(iv) an Executive or Employeeof a Service Provider of the Registrant; or

(v) a Related Party ofan Executive or Employee of a Service Provider of theRegistrant;

(r) "Permitted ClientTrade" means, for the Registrant, a trade to a personwho is a Permitted Client or who represents to the Registrantthat he or she is a person included in the definition ofPermitted Client, in securities of a mutual fund that ismanaged by the Registrant or an affiliated entity of theRegistrant, and the trade consists of:

(i) a purchase, by theperson, through the Registrant, of securities of the mutualfund; or

(ii) a redemption, bythe person, through the Registrant, of securities of themutual fund;

(s) "Pooled Fund Rule"means, for the Registrant, a rule or other regulation thatrelates, in whole or in part, to the distribution of securitiesof a mutual fund and/or non-redeemable investment fund,other than pursuant to a prospectus for which a receipthas been obtained from the Director, made by the Registranton or on behalf of a Managed Account, but does not includeRule 45-501 Exempt Distributions;

(t) "Registered Plan"means a registered pension plan, deferred profit sharingplan, registered retirement savings plan, registered retirementincome fund, registered education savings plan or otherdeferred income plan registered under the Income Tax Act(Canada);

(u) "Registrant"means Citibank Canada Investment Funds Limited;

(v) "Regulation"means R.R.O. 1990, Reg. 1015, as amended, made under theAct;

(w) "Related Party",for a person, means an other person who is:

(i) the spouse of theperson;

(ii) the issue of:

(A) the person,

(B) the spouse of theperson, or

(C) the spouse of anyperson that is the issue of a person referred to insubparagraphs (A) or (B) above;

(iii) the parent, grandparentor sibling of the person, or the spouse of any of them;

(iv) the issue of anyperson referred to in paragraph (iii) above; or

(v) a Registered Planestablished by, or for the exclusive benefit of, one,some or all of the foregoing;

(vi) a trust where oneor more of the trustees is a person referred to aboveand the beneficiaries of the trust are restricted to one,some, or all of the foregoing;

(vii) a corporation whereall the issued and outstanding shares of the corporationare owned by one, some, or all of the foregoing;

(x) "securities",for a mutual fund, means shares or units of the mutual fund;

(y) "Seed Capital Trade"means a trade in securities of a mutual fund made to a personsor company referred to in any of subparagraphs 3.1(1)(a)(i)to 3.1(1)(a)(iii) of the Mutual Fund Instrument;

(z) "Service Provider",for the Registrant, means:

(i) a person or companythat provides or has provided professional, consulting,technical, management or other services to the Registrantor an affiliated entity of the Registrant;

(ii) an Adviser to a mutualfund that is managed by the Registrant or an affiliatedentity of the Registrant; or

(iii) a person or companythat provides or has provided professional, consulting,technical, management or other services to a mutual fundthat is managed by the Registrant or an affiliated entityof the Registrant

2. For the purposes hereof,a person or company is considered to be an "affiliatedentity" of an other person or company if the person orcompany would be an affiliated entity of that other personor company for the purposes of the Employee Rule.

3. For the purposes hereof:

(a) "issue", "niece","nephew" and "sibling" includes anyperson having such relationship through adoption, whetherlegally or in fact;

(b) "parent" and"grandparent" includes a parent or grandparentthrough adoption, whether legally or in fact;

(c) "registered dealer"means a person or company that is registered under the Actas a dealer in a category that permits the person or companyto act as dealer for the subject trade; and

(d) "spouse",for an Employee or Executive, means a person who, at therelevant time, is the spouse of the Employee or Executive.

4. Any terms that are notspecifically defined above shall, unless the context otherwiserequires, have the meaning:

(a) specifically ascribedto such term in the Mutual Fund Instrument; or

(b) if no meaning is specificallyascribed to such term in the Mutual Fund Instrument, thesame meaning the term would have for the purposes of theAct.

Restricted Registration

Permitted Activities

5. The registration of theRegistrant as a mutual fund dealer under the Act shall befor the purposes only of trading by the Registrant in securitiesof a mutual fund where the trade consists of:

(a) a Client Name Trade;

(b) an Exempt Trade;

(c) a Fund-on-Fund Trade;

(d) an In Furtherance Trade;

(e) a Managed Account Trade,provided that, at the time of the trade, the Registrantis registered under the Act as an adviser in the categoriesof "investment counsel" and "portfolio manager";

(f) a Permitted Client Trade;or

(g) a Seed Capital Trade;

provided that, in the caseof all trades that are only referred to in clauses (a) or(f), the trades are limited and incidental to the principalbusiness of the Registrant, and provided also that paragraph(e) will cease to be in effect one year after the coming intoforce, subsequent to the date of this Decision, of any PooledFund Rule.