Montrusco Bolton Investments Inc. - MRRS Decision

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications -- relief from requirement to obtain specificand informed written consent from clients once in each twelve-monthperiod with respect to certain funds -- subject to conditions.

Applicable Ontario Legislation

Ontario Regulation 1015, R.R.O. 1990, sec. 227(2)(b)(ii),233.

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

ONTARIO AND NOVA SCOTIA

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

MONTRUSCO BOLTON INVESTMENTSINC.

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the Decision Maker) in each ofOntario and Nova Scotia (the Jurisdictions) has receivedan application from Montrusco Bolton Investments Inc. (MBII,the Filer) for a decision, pursuant to the securitieslegislation of the Jurisdictions (the Legislation), thatthe requirement contained in the Legislation to secure the specificand informed written consent of each of MBII's clients to theexercise of MBII's discretionary authority as portfolio manageronce in each twelve-month period following the initial grantof specific and informed written consent (the AdditionalConsent Requirement) shall not apply to MBII.

AND WHEREAS under to the Mutual RelianceSystem for Exemptive Relief Applications (the System),the Ontario Securities Commission is the principal regulatorfor this application;

AND WHEREAS, unless otherwise defined,the terms herein have the meaning set out in National Instrument14-101 Definitions;

AND WHEREAS the Filer has representedto the Decision Makers that:

1. MBII, a company incorporated under thelaws of Canada having its head office at 1250 René-LévesqueWest, Suite 4600, Montreal, Québec, H3B 5J5, is registeredin Ontario as investment counsel, portfolio manager and limitedmarket dealer, and in Nova Scotia as investment counsel andportfolio manager. MBII is also registered as an adviser withan unrestricted practice and a mutual fund dealer in Québec,as a portfolio manager (securities) in British Columbia, asinvestment counsel and portfolio manager in Alberta and NewBrunswick, as investment counsel (institutional clients) inSaskatchewan, and as a broker dealer and investment counselin Manitoba.

2. MBII manages mutual funds established underthe laws of the Province of Ontario and offered by prospectusor private placement to its clients (the Funds). TheFunds and other mutual funds or pooled fund trusts to be establishedby MBII or an affiliate of MBII and managed by MBII (collectively,the Other Funds) are considered a related issuer ofMBII as defined in National Instrument 33-105 UnderwritingConflicts.

3. MBII currently acts as an adviser in securitiesof the Funds for discretionary accounts.

4. Units of each of the Funds and the OtherFunds may be offered on a continuous basis and will be acquiredby residents of the Jurisdictions either under a prospectusfiled by the Fund or Other Fund or on an exempt distributionbasis.

5. Discretionary account clients of MBII (clients)are provided with a Statement of Policies concerning Securitiesof Related and Connected Issuers when MBII begins to act astheir adviser and every twelve months thereafter, which statesthe relationship and connection between MBII and the Fundsand includes the information required by Section 223 of theRegulation. In the event of a significant change in its Statementof Policies, MBII will provide to each of its clients a copyof the revised version of, or amendment to, the Statementof Policies.

6. Clients provide MBII with their specificand informed written consent to the exercise of discretionaryauthority in respect of the securities of the Funds to addressthis potential conflict of interest when they sign a discretionaryaccount management agreement.

7. Each client has given its specific andinformed written consent to the exercise of the discretionaryauthority in respect of the securities upon entering intothe discretionary management agreement.

8. Clients are provided by MBII with a statementof policies once within each twelve-month period after givingtheir specific and informed written consent.

AND WHEREAS under the System, this MRRSDecision Document evidences the decision of each of the DecisionMakers (collectively, the Decision);

AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Makers with the jurisdiction to make theDecision has been met;

THE DECISION of the Decision Makers pursuantto the Legislation is that MBII is exempt from the AdditionalConsent Requirement under the Legislation in respect of theexercise of discretionary management authority to invest inthe securities of the Funds or the Other Funds set out in MBIIStatement of Policies, provided MBII has secured the specificand informed consent of the client in advance of the initialexercise of discretionary authority in respect of the Fundsor the Other Funds, as the case may be.

June 25, 2003.