Rosseau Asset Management Ltd.

Headnote

Subsection 74(1) - trades by pooled fund of additional units to existing Unitholders (holdingunits having an aggregate acquisition cost or aggregate net asset value of not less than$150,000 exempted from sections 25 and 53 of the Act subject to certain conditions.

Section 147 - trades in units of pooled fund not subject to subsection 72(3) of the Actprovided Form 20 filed and fees paid annually.

Section 233 of Regulation - relief granted from clause 224(1)(a) and sections 223, 226,227 and 228 of the Regulation with respect to associated mutual fund securities.

Statutes Cited

Securities Act, R.S.O. 1990, c.S.5, as am., ss. 1(1), 25, 35(1)5, 53, 72(1)(d), 72(3), 74(1),77(2), 78, 79 and 147.

Regulations Cited

Regulation made under the Securities Act, R.R.O. 1990, Reg. 1015, as am., ss. 32, 223,224(1)(a), 226, 227 and 228.

Rules Cited

Ontario Securities Commission Rule 45-501 Exempt Distributions (1999), 22 OSCB 127.

Ontario Securities Commission Rule 81-501, Mutual Fund Reinvestment Plans (1997), 20OSCB 5163.

UPON the application of Rosseau Asset Management Ltd. (the "InvestmentManager" or the "Applicant"), the investment manager of Rosseau Limited Partnership (the"Partnership") to the Ontario Securities Commission (the "Commission") for: (i) a rulingpursuant to subsection 74(1) of the Act that certain trades in units of the Partnership, orof other limited partnerships or pooled fund trusts to be established and managed by theInvestment Manager, to existing holders of units in such limited partnerships and funds arenot subject to section 25 or 53 of the Act; (ii) an order pursuant to section 147 of the Actthat trades in units of the Partnership, or of other limited partnerships or pooled fund trustsestablished or to be established and managed by the Investment Manager are not subjectto subsection 72(3) of the Act, provided that a Form 45-501F1 of the Commission and theprescribed fee are filed within 30 days of each financial year end of such limitedpartnerships or funds; and (iii) an order pursuant to section 233 of the Regulationexempting the Investment Manager from certain of the conflict of interest requirements(namely, clause 224(1)(a) and sections 223, 226, 227 and 228 of the Regulation) inrespect of distributions of the units of the Partnership or of other limited partnerships orpooled fund trusts established and managed by the Investment Manager.

AND UPON considering the application and the recommendation of the staff of theCommission;

AND UPON the Investment Manager having represented to the Commission that:

1. The Investment Manager is a corporation incorporated under the laws of theProvince of Ontario for the purpose of engaging in the business of advising withrespect to securities. The Investment Manager has been engaged to provideinvestment advisory services to the Partnership and is responsible for theinvestment management of the Partnership's assets.

2. The Partnership was formed under the laws of Ontario by filing a Declaration ofLimited Partnership under the Limited Partnerships Act (Ontario) on November 26,1998.

3. Rosseau GenPar Ltd., a corporation incorporated under the laws of the Provinceof Ontario, is the general partner of the Partnership and is responsible for theadministrative management of the Partnership on a day-to-day basis. RosseauGenPar Ltd. is an affiliate of the Investment Manager.

4. The Investment Manager is registered under the Act as an adviser in the categoriesof "investment counsel" and "portfolio manager" and as a dealer in the category of"limited market dealer".

5. In order to service its discretionary account clients, the Investment Manager makesavailable the units of the Partnership and may make available from time to time,units of other limited partnerships and unit trusts which will be established by theInvestment Manager or an affiliate (collectively, the "Other Funds"). The InvestmentManager will be responsible for the investment management of the assets of theOther Funds.

6. The Investment Manager coordinates the distribution of units of the Partnership andwill co-ordinate the distribution of Units of the Other Funds.

7. None of the Partnership or the Other Funds is or expects to become a "reportingissuer" as such term is defined in subsection 1(1) of the Act.

8. Each of the Other Funds is or will be a "mutual fund in Ontario" as such term isdefined in subsection 1(1) of the Act and, as such, will be required to comply withthe requirements for subsection 77(2) and sections 78 and 79 of the Act withrespect to the preparation and mailing to unitholders and filing with the Commissionof interim and annual financial statements.

9. Units of ownership interests in the Partnership and Other Funds ("Units") will notbe offered by prospectus. However, an offering memorandum (containing rights ofaction and rescission as required under the Act) will be delivered to prospectiveinvestors in respect of the Partnership and may be delivered to prospectiveinvestors in respect of the Other Funds.

10. Units of the Partnership and the Other Funds will be distributed on a continuousbasis.

11. Units will not be transferable but will be redeemable upon the request of the holderat their net asset value on a valuation date determined in accordance with thelimited partnership agreement or the trust agreement, as the case may be, of eachof the Partnership and the Other Funds. The Partnership has and the Other Fundsmay have restrictions on the right to redeem.

12. Units of the Partnership and the Other Funds will be offered to residents in Ontariothrough the Investment Manager.

13. The minimum initial investment in Units of the Partnership or Other Funds by aninvestor will not be less than $150,000 (the "Initial Investment").

14. The Initial Investment will be made in reliance upon the registration and prospectusexemptions contained in paragraph 35(1)5 and clause 72(1)(d) of the Act, asamended by Rule 45-501 of the Commission entitled "Exempt Distributions".

15. Following an Initial Investment in the Partnership or Other Funds by an investor, itis proposed that that unitholder be permitted to acquire additional Units (the"Additional Units") of the Partnership or Other Funds with an aggregate acquisitioncost of less than $150,000 by:

(a) automatically reinvesting distributions or dividends otherwise receivable bythe unitholder which are attributable to outstanding Units, unless otherwiserequested by the unitholder; or

(b) subscribing and paying for Additional Units in cash or securities other thanUnits.

16. Investment income and net realized capital gains distributed to Unitholders will beautomatically reinvested in Additional Units of the class giving rise to thedistribution unless the Unitholder elects (from time to time) to receive such amountsin cash and provided that the Investment Manager, acting in its sole discretion,authorizes such reinvestment.

17. The issuance of Additional Units to existing Unitholders pursuant to thereinvestment by such Unitholders of distributions receivable from the Partnershipor Other Funds as contemplated above will be made by the Partnership or OtherFunds in reliance upon the exemption from the registration and prospectusrequirements of the Act in Rule 81-501 of the Commission entitled "Mutual FundReinvestment Plans".

AND UPON the Commission being satisfied that to do so would not be prejudicialto the public interest;

IT IS RULED, pursuant to subsection 74(1) of the Act, that trades by the InvestmentManager on behalf of the Partnership or one of the Other Funds of Additional Units in thePartnership or such Other Fund to Unitholders resident in Ontario, as described inparagraph 15(a) above, are not subject to section 25 or 53 of the Act, provided that:

1. the Ruling will terminate 90 days after the publication in final form by theCommission of a rule regarding trades in securities of pooled funds thataffects trades in Units;

2. at the time of the acquisition of Additional Units of the Partnership or suchOther Fund, the Unitholder who made the Initial Investment in thePartnership or such Other Fund of at least $150,000 then owns Units of thePartnership or such Other Fund, as the case may be, having an aggregatepurchase price or net asset value of not less than $150,000; and

3. at the time of the acquisition of Additional Units of the Partnership or suchOther Fund, the Investment Manager or any party assisting the InvestmentManager in selling the Units is registered under the Act as a dealer in theappropriate category, and such registration is in good standing.

AND IT IS ORDERED, pursuant to section 147 of the Act, that trades in Units of thePartnership or the Other Funds are not subject to subsection 72(3) of the Act, providedthat:

1. within 30 days after each financial year end of the Partnership and the OtherFunds, the Investment Manager files a report in accordance with Form 45-501F1 of the Commission in respect of trades in Units of the Partnership orthe Other Funds during such financial year; and

2. within 30 days after each financial year end of the Partnership and the OtherFunds, the Investment Manager remits the applicable fee on behalf of thePartnership or such Other Funds, as the case may be.

IT IS FURTHER ORDERED pursuant to section 233 of the Regulation, that theInvestment Manager is: (i) exempt from the requirements of clause 224(1)(a) and sections223, 226 and 228 of the Regulation in respect of distributions of Units and Additional Unitsof the Partnership and the Other Funds, provided that the Order shall terminate 90 daysafter the publication in final form by the Commission of a rule regarding underwritingconflicts and limited market dealers; and (ii) exempt from the requirements of section 227of the Regulation in respect of distributions of Units of the Partnership and the OtherFunds, provided that the Investment Manager, before acquiring discretionary authority,secures the specific and informed written consent of the client to the exercise of thediscretionary authority in respect of Units of the Partnership and the Other Funds.

January 7^th, 2000.

"Howard I. Wetston"     "R. Stephen Paddon"