Montrusco Bolton RSP International Growth Fund and Montrusco Bolton Investments Inc.

Headnote

Investment by mutual funds in securities of another mutual fund that is under commonmanagement for specified purpose exempted from the requirement of section 101,clause 111(2)(b), 111(2)(c) and subsection 111(3), clauses 117(1)(a) and 117(1)(d),subject to certain specified conditions under which an "active" investment structure maybe used.

Statutes Cited

Securities Act (Ontario), R.S.O. 1990 c.S.5, as am. ss. 101, 104(2)(c), 111(2)(b),111(2)(c), 111(3), 113, 117(1)(a), 117(1)(d), 117(2)

WHEREAS the Canadian Securities Regulatory Authority of Regulator (the"Decision Maker") in each of Ontario and Québec (the "Jurisdictions ") has received anapplication from Montrusco Bolton Investments Inc. ("Montrusco Bolton"), as managerand trustee of Montrusco Bolton RSP International Growth Fund (the "RSP Fund"), for adecision pursuant to the securities legislation of the Jurisdictions (the "Legislation") thatthe following requirements and restrictions contained in the Legislation (the"Requirements") shall not apply in respect of certain investments to be made by the RSPFund in the Montrusco Select E.A.F.E. Fund (the "Reference Fund");

1. the requirements contained in the Legislation requiring the RSP Fund to issue anews release and file a report where the aggregate holdings by the RSP Fund ofsecurities of the Reference Fund exceeds ten percent (10%) of the outstandingsecurities of such Reference Fund;

2. the requirements contained in the Legislation prohibiting the RSP Fund fromknowingly making an investment in a person or company which the mutual fund,alone or together with one or more related mutual funds, is a substantial securityholder;

3. the requirements contained in the Legislation prohibiting the RSP Fund fromknowingly holding an investment in a person or company which the mutual fund,alone or together with one or more related mutual funds, is a substantial securityholder;

4. the requirements contained in the Legislation requiring the management companyof a mutual fund to file a report relating to the purchase or sale of securities betweenthe mutual fund and any related person or company, or any transaction in which, byarrangement other than an arrangement relating to insider trading and portfoliosecurities, the mutual fund is a joint participant with one or more of its relatedpersons or companies;

AND WHEREAS pursuant to the Mutual Reliance Review System for ExemptiveRelief Applications (the "System"), the Commission des valeurs mobilières du Québec isthe principal regulator for this Application;

AND WHEREAS it has been represented by the manager and the RSP Fund to theDecision Makers that:

1. the RSP Fund will be established as an open-end mutual fund trust under the lawsof Ontario;

2. the fundamental investment objective of the RSP Fund is to provide long-termcapital appreciation. which objective will be achieved by investing in Canadianmoney-market instruments and by entering into forward contracts and otherderivatives that are linked to the returns earned by investors of the Reference Fundand by investing in common shares and other equity securities of European,Australian and Asian issuers. The RSP Fund may from time to time invest insecurities of issuers from other geographic regions as well as in units of theReference Fund while ensuring that units of the RSP Fund do not constitute "foreignproperty" for registered plans. The RSP Fund will invest to a lesser extent in short-term debt securities and may also hold other securities from time to time whenMontrusco Bolton determines it is necessary or desirable for defensive purposes.To the extent allowed under applicable legislation, the RSP Fund may also holdoptions on such securities as well as futures and options on currencies in whichsuch securities have been issued or on various equity market indices;

3. the units of the Reference Fund are qualified for distribution under a simplifiedprospectus and annual information form dated June 1, 1999;

4. the registered office of Montrusco Bolton is situated in Québec. Montrusco Boltonis a federal corporation. It will be the trustee, manager and promoter of the RSPFund and is the manager and promoter of the Reference Fund. The trustee of theReference Fund is Royal Trust Company;

5. the Reference Fund is a reporting issuer (or equivalent) under the securities lawsof each province and is not in default of any requirements of the Securities Act(Québec) or the Securities Act (Ontario);

6. units of the RSP Fund will be eligible investments for registered retirement savingsplans, registered retirement income funds and deferred profits sharing plans;

7. the RSP Fund's structure will permit investors in registered plans to increase theireffective exposure to foreign securities above the current twenty percent (20%) limiton direct investments in the Reference Fund. The result is that the RSP Fund'sperformance should, with respect to eighty percent (80%) of its net asset value,follow closely the performance of the Reference Fund;

8. in order to achieve its investment objective, the RSP Fund will enter into forwardcontracts with one or more financial institutions (the "Counterparties") for terms ofup to ninety-five (95) days;

9. the RSP Fund and the Counterparties will enter into forward contracts for cashsettlement at the end of each applicable period;

10. substantially all payments received by the RSP Fund from the Counterparty underthe forward contracts will be invested in money market investments, such astreasury bills and BAs, and a significant amount will be held in bank deposits(collectively, "money market investments"). These money market investments willsupport the Fund's obligations under the forward contracts and constitute the cashcover;

11. the Fund may acquire for its own account units of the Reference Fund (the"Permitted RSP Fund Investment") or securities described in paragraph 2 aboveup to the foreign property limit permitted under the Income Tax Act (Canada) (the"Foreign Property Maximum");

1. The investment in, or redemption of, securities of the Reference Fund by theRSP Fund represents the business judgment of responsible personsuninfluenced by considerations other than the best interests of the RSPFunds.

AND WHEREAS pursuant to the System, this Decision Document evidences thedecision of each Decision Maker (collectively, the "Decision");

AND WHEREAS each Decision Maker is satisfied that the test contained in theLegislation that provides the Decision Maker with the jurisdiction to make the Decision hasbeen met.

The Decision of the Decision Makers pursuant to the Legislation is that theRequirements shall not apply to the purchase and sale by the RSP Fund of units of theReference Fund.

This Decision, as it relates to the jurisdiction of a Decision Maker, will terminate oneyear after the publication in final form of any legislation or rule of that Decision Makerdealing with the matters in clause 2.04(4)(b) of National Policy Statement No. 39.

This Decision will only apply in respect of investments in, or transactions with, theReference Fund that are made by the RSP Fund in compliance with the followingconditions:

(a) the investment by the RSP Fund in the Reference Fund is compatible with thefundamental investment objective of the RSP Fund;

(b) the RSP Fund and the Reference Fund are under common management and theReference Fund's securities are offered for sale in the jurisdiction of the DecisionMaker pursuant to a prospectus which has been filed with and accepted by theDecision Maker;

(c) except as provided in condition (f) below the RSP Fund restricts its aggregate directinvestments in the Reference Fund to a percentage of its assets that is within theForeign Property Maximum;

(d) the prospectus of the RSP Fund describes the intent of the RSP Fund to invest inthe Reference Fund;

(e) the RSP Fund may change the Permitted RSP Fund Investments if it changes itsfundamental investment objectives in accordance with the Legislation;

(f) if at any time, the assets of the RSP Fund that are invested in the Reference Fundexceed the Foreign Property Maximum under the Decision, the necessary changesare made in the RSP Fund's investment portfolio as at the next valuation date of theRSP Fund in order to bring the RSP Fund's investment portfolio into conformity withthe Foreign Property Maximum;

(g) there are compatible dates for the calculation of the net asset value of the RSPFund and the Reference Fund for the purpose of the issue and redemption of thesecurities of such mutual funds;

(h) in the event of the provision of any notice to securityholders of the Reference Fundas required by the constating documents of the Reference Fund or by the lawsapplicable to the Reference Fund, such notice will also be delivered to thesecurityholders of the RSP Fund. All voting rights attached to the securities of theReference Fund which are owned by the RSP Fund will be passed through to thesecurityholders of the RSP Fund. In the event that a securityholders' meeting iscalled for the Reference Fund, all of the disclosure and notice material prepared inconnection with such meeting will be provided to the securityholders of the RSPFund and such securityholders will be entitled to direct a representative of the RSPFund to vote that RSP Fund's holding in the Reference Fund in accordance withtheir direction. The representative of the RSP Fund will not be permitted to vote theRSP Fund's holdings in the Reference Fund except to the extent the securityholdersof the RSP Fund so direct;

(i) no sales charges are payable by the RSP Fund in relation to its purchases ofsecurities of the Reference Fund;

(j) no redemption fees or other charges are charged by the Reference Fund in respectof the redemption by the RSP Fund of securities of the Reference Fund owned bythe RSP Fund;

(k) no fees and charges of any sort are paid by the RSP Fund or by the ReferenceFund or by the manager or a principal distributor of the RSP Fund or the ReferenceFund or by any affiliate or associate of any of the foregoing entities to anyone inrespect of the RSP Fund's investment in, or redemption of, the securities of theReference Fund;

(l) the arrangements between or in respect of the RSP Fund and the Reference Fundare such as to avoid the duplication of management fees or incentive fees;

(m) in addition to receiving the annual and, upon request, the semi-annual financialstatements of the RSP Fund, securityholders of the RSP Fund will receive theannual and, upon request, the semi-annual financial statements of the ReferenceFund in either a combined report, containing both the RSP Fund's and ReferenceFund's financial statements, or in a separate report containing the Reference Fund'sfinancial statements; and

(n) to the extent that the RSP Fund and the Reference Fund do not use a combinedsimplified prospectus and annual information form containing disclosure about theRSP Fund and the Reference Fund, copies of the simplified prospectus, annualinformation form and financial statements relating to the Reference Fund may beobtained upon request by a securityholder of the RSP Fund.

January 11th, 2000.

"Viateur Gagnon"    "Guy Lemoine"