Artisan RSP Most Conservative Portfolio et al.

WHEREAS the local securities regulatory authority or regulator (the "DecisionMaker") in each of the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba,Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland(the "Jurisdictions") has received an application (the "Application") from Loring WardInvestment Counsel Ltd. ("Loring Ward") and each of the Artisan Portfolios (collectively the"Filer") for a decision under the securities legislation of the Jurisdictions (the "Legislation")that the time limits pertaining to the distribution of units under the prospectus of the Fundbe extended to those time limits that would be applicable if the lapse date of theprospectus was September 15, 2000.

AND WHEREAS under the Mutual Reliance Review System for Exemptive ReliefApplications (the "System"), The Manitoba Securities Commission is the principal regulatorfor this application;

AND WHEREAS the Filer has represented to the Decision Makers that:

1. Loring Ward is a corporation incorporated under the laws of Manitoba. LoringWard is the trustee, manager and promoter of each of the Artisan Portfolios. Thehead office of Loring Ward is located in Manitoba.

2. The Artisan Portfolios are open-ended mutual fund trusts established by LoringWard under the laws of Manitoba.

3. The Artisan Portfolios are "reporting issuers" (or equivalent) under the Act and arenot in default of any requirements under the Act or the regulations thereto.

4. Units of the Artisan Portfolios are presently offered for sale on a continuous basisin each province and territory in Canada pursuant to a prospectus dated May 25,1999 (the "Prospectus"), for which a receipt was issued in Manitoba on May 26,1999, as amended by Amendment No. 1 dated July 13, 2000, for which a receiptwas issued in Manitoba on July 28, 2000.

5. Pursuant to an MRRS Decision Document dated May 30, 2000, the lapse date (the"Lapse Date") for distribution of securities under the Prospectus is August 4, 2000.

6. On July 5, 2000, Loring Ward filed a preliminary simplified prospectus in respectof three (3) new Artisan Portfolios and a pro-forma simplified prospectus in respectof the current Artisan Portfolios. As of August 3, 2000, there remained a numberof outstanding issues regarding the structure of the Artisan Portfolios and thedisclosure thereof.

7. The requested lapse date extension would allow sufficient time for Loring Ward andthe applicable regulators to resolve all outstanding issues relating to the plainlanguage and other disclosure requirements contained in National Instrument 81-101.

8. Since the date of Amendment No. 1 the Prospectus, no material changes haveoccurred and no amendments to the Prospectus (as amended) have been made.Accordingly, the Prospectus contains up-to-date information regarding each of theArtisan Portfolios. The lapse date extension requested herein will not affect thecurrency or accuracy of the information contained in the Prospectus (as amended)and, accordingly, would not be prejudicial to the public interest.

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

AND WHEREAS each of the Decision Makers is satisfied that the test contained inthe Legislation that provides the Decision Maker with the jurisdiction to make the Decisionhas been met;

The Decision of the Decision Makers under the Legislation is that the time limitsprovided by the Legislation as they apply to a distribution of securities under theProspectus are hereby extended to the time limits that would be applicable if the lapsedate for the distribution of securities under the Prospectus was September 15, 2000.

DATED at Winnipeg, Manitoba this 14^th day of August, 2000.

"R.B. Bouchard"

Director, Capital Markets