BCSC

Exemption Orders (Discretionary)

OPUS 2 AMBASSADOR GROWTH PORTFOLIO

2001 BCSECCOM 908

Headnote

Mutual Reliance Review System for Exemptive Relief Applications - application for mutual fund lapse date extension.

Applicable British Columbia Provisions

Securities Act, R.S.B.C. 1996, c.418, s. 70
Securities Rules, B.C. Reg. 194/97, s. 121, 122, 123 and 124.

IN THE MATTER OF THE SECURITIES LEGISLATION OF
BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN,
MANITOBA, ONTARIO, NOVA SCOTIA, NEW BRUNSWICK,
NEWFOUNDLAND AND PRINCE EDWARD ISLAND

AND

IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM FOR
EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

Opus 2 Ambassador Growth Portfolio
Opus 2 Ambassador Growth RSP Portfolio
Opus 2 Ambassador Balanced Portfolio
Opus 2 Ambassador Balanced RSP Portfolio
Opus 2 Ambassador Conservative Portfolio
Opus 2 Ambassador Conservative RSP Portfolio
Opus 2 Canada Plus Balanced Fund
Opus 2 Direct Canadian Growth Equity Pool
Opus 2 Direct Canadian Value Equity Pool
Opus 2 Direct Canadian Fixed Income Pool
Opus 2 Direct Canadian Money Market Pool
Opus 2 Direct U.S. Growth Equity Pool
Opus 2 Direct U.S. Value Equity Pool
Opus 2 Direct Foreign Equity (E.A.F.E.) Pool
Opus 2 Direct Foreign Equity (RSP) Pool

MRRS DECISION DOCUMENT

WHEREAS the Canadian securities regulatory authority or regulator (the "Decision Maker") in each of the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Nova Scotia, New Brunswick, Newfoundland and Prince Edward Island (the "Jurisdictions") has received an application (the "Application") from Opus 2 Direct.com Inc. (“Opus 2 Direct”), the manager of Opus 2 Ambassador Growth Portfolio, Opus 2 Ambassador Growth RSP Portfolio, Opus 2 Ambassador Balanced Portfolio, Opus 2 Ambassador Balanced RSP Portfolio, Opus 2 Ambassador Conservative Portfolio, Opus 2 Ambassador Conservative RSP Portfolio, Opus 2 Canada Plus Balanced Fund (individually, a “Portfolio” and collectively, the “Portfolios”), Opus 2 Direct Canadian Growth Equity Pool, Opus 2 Direct Canadian Value Equity Pool, Opus 2 Direct Canadian Fixed Income Pool, Opus 2 Direct Canadian Money Market Pool, Opus 2 Direct U.S. Growth Equity Pool, Opus 2 Direct U.S. Value Equity Pool, Opus 2 Direct Foreign Equity (E.A.F.E.) Pool and Opus 2 Direct Foreign Equity (RSP) Pool (individually, a “Pool” and collectively, the “Pools”) for a decision pursuant to the securities legislation of the Jurisdictions (the "Legislation") that:

(a) the lapse date (the “Portfolio Lapse Date”) for the renewal in the Provinces of Ontario and New Brunswick of the simplified prospectus and annual information form relating to the Portfolios dated August 29, 2000 (the "Portfolio Prospectus") be extended; and

(b) the lapse date (the “Pool Lapse Date”) for the renewal in all the Jurisdictions of the simplified prospectus and annual information form relating to the Pools dated September 15, 2000 (the “Pool Prospectus”) be extended.

AND WHEREAS pursuant to the Mutual Reliance Review System for Exemptive Relief Applications (the "System"), the Ontario Securities Commission is the principal regulator for this application;

AND WHEREAS it has been represented by the Opus 2 Direct to the Decision Makers that:

1. Opus 2 Direct is a corporation incorporated under the laws of Ontario. Opus 2 Direct is the manager, trustee and promoter of the Portfolios and Pools.

2. The Portfolios and Pools (collectively, the “Funds”) are open-ended mutual fund trusts established under the laws of Ontario.

3. Each of the Portfolios is a reporting issuer under the legislation of the Provinces of Ontario and New Brunswick, and each of the Pools is a reporting issuer under the legislation of each Province and Territory of Canada, except Quebec. The Funds are not in default of any filing requirements of the Legislation or the Regulations made thereunder.

4. The Portfolios are currently offered for sale on a continuous basis in the Provinces of Ontario and New Brunswick pursuant to the Portfolio Prospectus. The current Portfolio Lapse Date is September 13, 2001.

5. The Pools are currently offered for sale on a continuous basis in each of the Provinces and Territories of Canada, except Quebec, pursuant to the Pool Prospectus. The Pool Lapse Date is currently September 15, 2001 in each Jurisdiction except Ontario and New Brunswick, and September 21, 2001 in the Provinces of Ontario and New Brunswick.

6. It is anticipated that the shares of Opus 2 Direct will be sold and that Opus 2 Direct will undergo a change in ownership (the “Management Reorganization”). As a result of, and concurrently with, the Management Reorganization, the Funds may be restructured so that units of the Funds may not be offered for sale in certain Jurisdictions and/or certain Funds may terminate following a transfer of assets to other mutual funds (the “Fund Restructuring”).

7. An amendment to the Portfolio Prospectus and the Pool Prospectus has been filed in the applicable Provinces and Territories of Canada disclosing the intention of Opus 2 Direct to sell its shares and the potential for Fund Restructuring.

8. The potential changes to Opus 2 Direct and the Funds are such that there is a degree of uncertainty as to the information that would be included in the Portfolio Prospectus and the Pool Prospectus, making it inappropriate to file these documents at this time.

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

AND WHEREAS each of the Decision Makers are satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the Decision has been met;

THE DECISION of the Decision Makers pursuant to the Legislation is that the time limits provided by Legislation as they apply to a distribution of securities under a prospectus are hereby extended to the time limits that would be applicable if

(a) the Portfolio Lapse Date for the distribution of securities under the Portfolio Prospectus was October 22; and

(b) the Pool Lapse Date for the distribution of securities under the Pool Prospectus was October 22, 2001.

DATED at Toronto this 7th day of September, 2001.

Paul Dempsey