Opus 2 Financial Inc. - MRRS Decision

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications -- Distribution of securities of the fundsallowed to continue beyond the lapse date of the prospectusfor a specified period of time -- Distributions made after thelapse date limited to existing securityholders.

Applicable Ontario Statute:

Securities Act, R.S.O., 1990, c. S.5, as amended,ss. 62(1) and 147.

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

BRITISH COLUMBIA, ALBERTA,ONTARIO

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

OPUS 2 CANADIAN GROWTH EQUITYFUND

OPUS 2 CANADIAN VALUE EQUITYFUND

OPUS 2 CANADIAN FIXED INCOMEFUND

OPUS 2 U.S. GROWTH EQUITYFUND

OPUS 2 U.S. VALUE EQUITY FUND

OPUS 2 INTERNATIONAL EQUITY(E.A.F.E.) FUND

OPUS 2 GLOBAL EQUITY (RSP)FUND

MRRS DECISION DOCUMENT

WHEREAS the Canadian securities regulatoryauthority or regulator (the "Decision Maker") in eachof the provinces of British Columbia, Alberta and Ontario (the"Jurisdictions") has received an application (the"Application") from Opus 2 Financial Inc. ("Opus2 Financial"), the manager of Opus 2 Canadian Growth EquityFund, Opus 2 Canadian Value Equity Fund, Opus 2 Canadian FixedIncome Fund, Opus 2 U.S. Growth Equity Fund, Opus 2 U.S. ValueEquity Fund, Opus 2 International Equity (E.A.F.E.) Fund andOpus 2 Global Equity (RSP) Fund (collectively, the "Funds")for a decision pursuant to the securities legislation of theJurisdictions (the "Legislation") that the time limitspertaining to the distribution of securities under the simplifiedprospectus and annual information form relating to the Fundsdated November 1, 2002 (together, the "Fund Prospectus")be extended to permit the continued distribution of units ofthe Funds until the earlier of (i) the termination of the Funds;and (ii) December 31, 2003.

AND WHEREAS under the Mutual RelianceReview System 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 it has been represented byOpus 2 Financial to the Decision Makers that:

1. Opus 2 Financial is a corporation incorporatedunder the laws of Ontario. Opus 2 Financial is the manager,trustee and promoter of the Funds.

2. The Funds are open-ended mutual fund trustsestablished under the laws of Ontario.

3. Each of the Funds is a reporting issuerin each of the Jurisdictions. The Funds are not in defaultof any filing requirements under the Legislation.

4. The Funds are currently offered for saleon a continuous basis in each of the Jurisdictions pursuantto the Fund Prospectus. The lapse date of the Fund Prospectusis November 1, 2003. There are no new investments being madein the Funds other than through existing pre-authorized chequingplans and those described in paragraph 5 below. Similarly,no new investments will be made in the Funds, other than throughexisting pre-authorized chequing plans and those describedin paragraph 5 below, for the duration of the extension ofthe distribution period granted pursuant to this Application.

5. Each of Opus 2 Ambassador Growth Portfolio,Opus 2 Ambassador Balanced Portfolio and Opus 2 AmbassadorConservative Portfolio (collectively, the "Portfolios")invests its assets in units of the Funds.

6. The Portfolios are open-ended mutual fundtrusts established under the laws of Ontario. Opus 2 Financialis the manager, trustee and promoter of the Portfolios.

7. Each of the Portfolios is a reporting issuerin each of the Jurisdictions and is offered for sale on acontinuous basis in the Jurisdictions under a simplified prospectusand annual information form dated November 1, 2002 (together,the "Portfolios Prospectus"). The lapse date ofthe Portfolios Prospectus is November 1, 2003.

8. As part of a fund reorganization (the "Reorganization"),the Funds will be terminated on or about December 10, 2003and in conjunction with the renewal of the Portfolios Prospectus,the Portfolios will invest in the Emissary Funds, which arepublic mutual funds also managed by Opus 2 Financial, andwhose investment objectives are similar to those of the Funds.A press release and material change report were filed September10, 2003 on SEDAR advising of the termination of the Funds.A letter advising of the termination of the Funds has alsobeen sent to unitholders of the Funds.

9. In order to change the underlying fundsin which the Portfolios are permitted to invest, the Portfolios'securityholders must be provided with at least 60 days' noticeof such changes. Consequently, the Funds will need to continueto be in distribution to meet the notice requirement and tofacilitate the continued distribution of the Portfolios. Itis expected that a letter advising of the change in underlyingfunds will be sent to unitholders of the Portfolios on September30, 2003.

10. To renew the Fund Prospectus would involvefinancial costs and time associated with producing, filingand printing the Fund Prospectus, and would be unduly onerousfor Opus 2 Financial considering that the Reorganization anticipatesthe termination of the Funds on or about December 10, 2003.

11. The Fund Prospectus provides accurateinformation regarding the Funds. The Portfolios Prospectusis being renewed in the normal course with an anticipatedfiling date of approximately October 1, 2003. The requestedextension will not affect the currency or accuracy of theinformation contained in the Fund Prospectus and thereforewill not be prejudicial to the public interest.

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

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

THE DECISION of the Decision Makers underthe Legislation is that the time limits provided by the Legislationas they apply to a distribution of securities under the FundProspectus are hereby extended to permit the continued distributionof units to existing unitholders of the Funds pursuant to theFund Prospectus until the earlier of (i) the termination ofthe Funds; and (ii) December 31, 2003.

September 30, 2003.