SEC Division of Investment Management staff letter: Lazard Freres Asset Management

FEB 2 1996

Our Ref. No. 95-399
RESPONSE OF THE OFFICE OF CHIEF Lazard Freres Asset COUNSEL DIVISION OF INVESTMENT MAAGEMENT Management File No.80l-6568 Your letter dated July 20, 1995 requests our assurance that

we would not recommend enforcement action to the Commission under

the Investment Advisers Act of 1940 ("Advisers Act ") if Lazard Freres Asset Management ("LFAM"), a registered investment

adviser, charges a performance fee to BPI Capital Management

Corporation (BPI Capital) with respect to the performance of the BPI Global Opportunities Fund (the "Fund"). BPI Capital is an investment counsel and portfolio manager

registered under the laws of the Province of Ontario and manages

16 publicly offered mutual funds. The Fund is an open- end fund

organized under the laws of the Province of Ontario. The Fund

has entered into a management agreement with BPI Capital under

which BPI Capital is responsible for management of the Fund's

::civestment portfolio and day- to- day management of the Fund. unics of the Fund are offered to investors in the Provinces

of Ontario, Manitoba, Saskatchewan, Alberta and British Columbia

pursuant to prospectus exemptions under the laws and regulations

of each of these Provinces. Under such prospectus exemptions,

miLimum investment amounts are CAD $150,000 for investors in

Oncario and Saskatchewan and CAD $97,000 for investors in

Mani toba, Alberta and British Columbia. A lower minimum amount

of CAD $25,000 is available to investors in British Columbia

designated as "sophisticated purchasers." No units of the Fund

have been offered to any investors residing in the United States

and there is no intention to offer any units of the Fund to U. S. investors.
Under the management agreement with the Fund, BPI Capital is

entitled to a management fee from the Fund equal to 2.25% per

year of the net asset value of the Fund. In addition, BPI

CatJital is entitled to the payment of a performance fee from each

,,~i ~hoider of the Fund. If the uni tholders experience gains in the net asset value of the units held that exceed 10% per year, BPI Capital is entitled to receive, as a performance fee, 20% of any gain in excess of the 10% gain. BPI Capital has entered into a subadvisory agreement with LFAM to provide investment advice with respect to the assets of the Fund. LFAM, in addition to being registered under the Advisers Act, is registered in the Province of Ontario as an

international dealer and investment counsel and is permitted to

serve as a subadviser to a Canadian Fund. Under the subadvisory

agreement i LFfu~ will provide recommendations as to the purchase

and sale of the Fund's portfolio securities on a basis consistent

with the Fund's investment objectives and strategies, provided,

hnw~ver i that BPI C~Dital has the right to review and approve

SUCil rc:cuLlullt:ndacioIlS by LFAM. Pursuant to the subadvisory agreement, BPI Capital pays LFAM an annual fee of 75 basis points

of the net assets of the fund.

LFAM ånd BPI Capital propose to amend the subadvisory

agreement to provide that the compensation payable to LFAM would

be comprised of a base fee and a performance fee. The base fee

would continue to be paid at an annual rate of 75 basis points of

the net asset value of the Fund. The performance fee would be

equal to 10% of the net income of the Fund in excess of a time

weighted return for the Fund of 10%. The net income of the Fund

would be equal to the sum of net capital gains (realized and

unrealized), dividends, interest and any other items of income,

less expenses (including management fees). The performance fee

would be paid in arrears upon the completion of a twelve-month

period of performance.

You represent that the proposed performance fee to be paid

to LFAM satisfies the conditions of Rule 205-3 under the Advisers

Act. In particular i you assert that BPI Capital should be viewed

as the client of LFAM for purposes of Rule 205-3 (b) (1).1 You

state that BPI Capital is a sophisticated financial institution

with more than US $500,000 under management and a net worth of

more than US $1,000,000" You further assert that the paYment of

a performance fee directly by the unitholders of the Fund to BPI

Capi tal is not relevant to the determination that BPI Capital is

the cl ient of LFAM. for purposes of Rule 205 - 3.

In Copeland Financial Services (pub. avail. Sept. 21,

1992) ("Copeland"), the staff granted no-action relief with

respecc co performance fees paid by a registered adviser to

certain subadvisers who provided advice to the adviser regarding

a timing program for participants in variable annuity contracts

issued by certain separate accounts. The staff deemed the

adviser, rather than the participants, to be the subadvisers'

client for purposes of Rule 205-3 (b) (1) becausei among other things i the fees charged by the adviser to the participants did Rule 205-3 (b) (1) limits the clients of a registered

investment adviser that may be charged a performance

fee to (i) a natural person or company that,

immediately after entering in the advisory contract,

has at least $500 i 000 under the management of the

investment adviser or (ii) a person who the investment

adviser reasonably believes is a natural person or

company whose net worth at the time of contract exceeds

$1,000,000.

i-ot vary wit~ the qiibadvi'3~,-q' -Lnvestmi"i-t Derfnrmancc:. 2

In contrast, the fees paid by the unitholders to BPI Capital

will vary with the investment performance of LFAM. In additioni

a portion of the performance fees paid by the unitholders to BPI

Capital will in turn be passed on to LFAM. Given these facts, we

believe that it is more appropriate to view the Fundi rather than

BPI Capital, as the client of LFAM for purposes of paragraph

(b) (1) of Rule 205-3.3 You represent that the Fund constitutes a company as defined in Rule 205-3(b), and is not excluded from

such definition pursuant to Rule 205-3 (b) (2). 4 Based on the facts and representations set forth in your

See, also, Kempner Capital Management, Inc. (pub.

avail. Dec. 7, 1987) (granting no-action relief with

respect to performance fee paid to a registered

investment adviser by the trust department of a

national bank for services to fiduciary accounts, where

fees charged by bank to such accounts did not vary with

the fees or performance of the adviser) .
We agree that the unitholders should not be viewed as

clients of LFAM for purposes of Rule 205 - 3 simply

because they pay performance fees directly to BPI

Capi tal. The investment advice provided by LFAM

appears to relate to the Fund's assets and is not

tailored to the specific investment needs of the unitholders. The fact that the fees are paid separately by unitholders rather than by a reduction in

the value of their units or other charge to their

accounts not does not affect the nature of the services

provided by LFAM.

.¡ Rule 205-3 (b) (2) excludes as an eligible client (a) a "private investment company" (i.e., a company that is excluded from the definition of investment company under Section 3 (c) (1) of the Investment Company Act of 1940 (the "1940 Act"); (b) an investment company registered with the Commission under the 1940 Act; or (3) a business development company as defined under
Section 202 (a) (22) of the Investment Advisers Act of
1940, unless each of the equity owners of such company

individually meet the qualifications to be an eligible

client under Rule 205-3 (b) (1). In Rosenberg

Institutional Equity Management (pub. avail. Mar. 141

1990), the staff concluded that a fund organized under

the laws of a country other than the United States and

not otherwise subj ect to the provisions of the 1940 Act

was not a "private investment company" as defined in

Rule 205-3 (g) (2) .

let ter, we would not recommend any enforcement action to the

~UìlL'~SS i01. ui-Gc:.L .;C'- L. -"on 205 of the Advisers Act or Rule 205 - 3 thereunder, if LFAM enters into a subadvisory contract with BPI

Capi tal as described in your letter. 5 You should note that

different facts or circumstances may require a different c~nc:~.sÆ - . l' 6

~p S~SPie
Senior Counsel

5 Our response is limited to the issue of whether the Fund is LFAM's client for purposes of Rule 205-3. We express no opinion as to whether the proposed arrangement otherwise would comply with the requirements of Rule 205 - 3. Ii We note that if the Fund were to sell its units to U. S. residents in reliance on the staff's position in Touche Remnant & Co. (pub. avail. Aug. 27, 1984) (granting no￾action relief under Section 7 (d) of the 1940 Act to an unregistered foreign fund that offered its securities privately in the United' States i so long as after the offering the fund had no more than 100 beneficial owners resident in the United States), the Fund would fall within the definition of "private investment company" in Rule 205-3 (g) (2). In such a case, under subparagraph (b) (2) of Rule 205-3, each U.S. resident owner of the Fund's units would have to be an eligible client under the rule.

Advisers Act/Rule 205-3

LAZARD FRÈRES ASSET MANAGEMENT

ONE ROCKEFELLER PLAZA
NEW YORK, N.Y. 10020

TELEPHONE (212) 632-6000 NEW YORK

FACSIMILE (212) 632-6060

July 20, 1995 .', - i ~ ¡; '9'~'7IT.l~"II"..'" "*.." , Jack W. Murphy, Esq. . ...JkA ,- 'I Chief Counsel Division of Investment Management ;S1Jt1~, ~O~cb)(~) Securties and Exchange Commssion "-1 450 Fifth Street, N.W. :;:.:~-,iL '~""'''.': I; :\ièUc Washington, D.C. 20549 .... ..lÍ) 1:: 1::) 11 t tV. ..;........y......... ~ / i:iI J 1'1 ¿ '. ! ::_ i ~.. ~......~-.~'Ø.+l' .~......1... ..

Re: BPI Global Opportunities Fund

Dear Mr. Murphy:
Lazard Frères Asset Management ("LFAM") a division of Lazard Frères & Co. LLC ("LF&Co.") hereby requests that the staf of the Division of InvestmeN Management (the "Staff') of the Securities and Exchange Commssion (the "Commssion' ') advise that it would not recommend to the Commssion any enforcement action under the Investment Advisers Act of 1940 (the "Act") against LF AM if, as described herein, LF AM charges a performance fee to BPI Capital Management Corporation ("BPI Capital") with respect to the performance of the BPI Global Opportunities Fund (the "Fund"). LFAM LFAM is the investment management division of LF&Oi. LF&Co., conducting its investment management business as LFAM, has been registered as an investment adviser with the Commission since 1970. A copy of LF AM's Form AD' is enclosed as Exhibit A. LF AM provides investment management services with respect t.) domestic and international equity and fixed income securities. As of March 31, 1995, LF AM managed over $24 bilion on a discretionary basis for over 1,100 clients. LF&Co. provides investment banking, and corporate, municipal and real estate investment finance advice, in addition to the asset management services of LF AM. LF&Co. has its origins in a business that commenced in 1848 and became one of the world's first investment banks. LF&Co. is a New York limited liability company with 85 members, comprised of 64 general members, referred to as Managing Directors, and 21 limted members, referred to as Limited Managing Directors. Eight of the Managing Directors are assigne1j to LF AM. As of March 31, 1995, LF&Co. had approximately 900 employees. 213 of which were assigned to LFAM. f:bUlterly'bpi_ùifo.doc 1 A DIVISION OF LAZARD FRÈRES & (;0.1.1.(;

LAZARD FRÈRES ASSET MANAGEMENT

The Fund
The Fund is an open-end mutual fund established under the laws of the Province of Ontaro by BPI Capital by declaration of trst dated March 31, 1995. BPI Capital is the trstee, promoter and manager of the Fund. BPI Capital is a subsidiary of BPI Financial Corporation, a Canadian public company, the shares of which are listed for trading on the Toronto Stock Exchange and the Alberta Stock Exchange. A copy of the offering memorandum of the Fund, dated April1995 (the "Memorandum"), is enclosed as Exhibit B. The Fund has entered into a management agreement with BPI Capital under which BPI Capital is responsible for the day to day business of the Fund, including management of the Fund's investment portfolio. BPI Capita is an investment counsel and portfolio manager registered

under the laws of Ontaro Canada and is the manager of 16 publicly offered mutual funds. Mutual fund assets under administration by BPI Capital as of March 31, 1995 were in excess of CAD 1.2 bilion with over 128,000 accounts.

Effective as of March 31, 1995, BPI Capital entered into a subadvisory agreement with LFAM to provide investment advice with respect to the assets of the Fund. Invéstment decisions as to the purchase and sale of the Fund's portolio securities are made by the Adviser on a basis consistent with the Fund's investment objective and strategies, provided that BPI Capital has reserved to itself the right to review and approve such investment decisions utilizing the investment recommendations provided by LFAM. LFAM is registered. in the Province of Ontaio as an International Dealer and Investment CounseL. Pursuant to applicable Ontaro regulations, it is permtted to serve as subadvisor to a Canadian mutual fund. Units ofthe Fund ("Units") were initially offered at $10 per Unit from April17 until May 12, 1995 and thereafter at their net asset value. The Units are offered to investors in the Provinces of Ontario, Manitoba, Saskatchewan, Alberta and British Columbia (the "Provinces"). Units are offered pursuant to prospectus exemptions under the laws and/or regulations of each of the Provinces. Pursuant to such prospectus exemptions, miimum investment amounts in the Fund were CAD 150,000 for investors in Ontaro and Saskatchewan and CAD 97,000 for investors in Manitoba, Alberta and British Columbia. A lower miimum investment of CAD 25,000 is available for investors resident in British Columbia designated as "sophisticated purchasers". The definition of "sophisticated purchasers" is set fort in Exhibit C.

Units have not been offered to any investors resident in the U.S. and there is no intention to offer any Units to U.S. investors. Fees Pavable BPI Capital is entitled to a management fee from the Fund equal to 2.25% per annum of the net asset value of the Fund, calculated and paid as of the last trading day of each month. In addition, BPI ital is entitled to tht?ayment of a performance fee from each unitholder of the FuncÏ(a "Unithold~r"). If a Unitholdei-~?CP~rien~s"'~:th~ net assetvâ1ué-6ltfîëniùhol-a~"'s1JìiŠ .-~. ~... ,..,.. - .~",r,."",.,,~,,'''-4..,~.. .. .... '2._. "''-.'''''~.w~''i.. f:butterly'bpUnfo.doc 2

A DIVISION OF LAZARD FRÈRES & CO. LL

--
LAZARD FRÈRES AsSET MAAGEMENT which exceed 10% per annum (determed on an annualized basis for Units purchased durng a calendar year), BPI Capita is entitled to receive from the Unitho1der 20% of the gain in excess of a 10% gain as a peiformance fee (the "BPI Peiformance Fee"). The BPI Peiformance Fee wil be calculated and payable as of the last trading day on the Toronto Stock Exchange of each calendar year.

• .. BPI Capital retained LF AM pursuant to an advisory agreement dated as of March 31, 1995 (the
  "Subadvisory Agreement"). A copy of the Subadvisory Agreement is set forth in Exhibit D. // Pusuant to the Subadvisory Agreement, BPI Capital pays LFAM an annual fee of75 basis points

i of the net asset value of the Fund. LF AM curently provides investment advice pursuant to an i advisory agreement dated as of January 10, 1992, as amended, in respect of the portfolios of the I following Canadian mutual funds sponsored by BPI Capital: BPI American Small Companies \ Fund, BPI American Equity Value Fund, BPI Global Equity Fund, BPI Global Small Companies \ Fund, BPI Global Real Estate Securities Fund and the BPI International Equity Fund. LFAM i receives a management fee equal to a percentage of the assets of each fund under its management. ! Í-The ProDosal

LFAM and BPI Capital have proposed to amend the Subadvisory Agreement (the "Proposal") to provide that the compensation payable by BPI Capital to LF AM would be comprised of a base fee and a peiformance fee. The base fee would be at an annual rate of 75 basis points of the net asset value of the Fund, and would be payable quarerly in arears. The performance fee would be equal to 10% of the Net Income of the Fund in excess of a time weighted rate of return for the Fund of 10%. The Net Income of the Fund would be equal to the sum of net capital gains (both realized and unrealized), dividends, interest and any other items of income, less expenses (inclusive of management fees). The performance fee would be paid annually, in arears, based upon the completion of a twelve-month period of peiformance. Analvsis (a) Overview. The Fund is the tye of fund for which performance fees are usually charged. The Fund has an aggressive investment style, including the use of short selling, leveraging and investment in derivatives, with a concomitant level of risk and volatilty. Payment of a peiformance fee typically recognizes the greater level of commitment necessary for the investment manager to select appropriate investments for this type of fund. LFAM believes that the Proposal satisfies the requirements of Rule 205-3 under the Act as promulgated by the Commssion. BPI Capital satisfies the definition of an eligible client and the performance wil be measured over a twelve-month period and wil include realized losses and unrealized depreciation as well as expenses. LF AM seeks the concurence of the Staff that the Proposal would not be considered to violate Rule 205-3. (b) BPI Capital is an Eligible Client Under Rule 205-3. Rule 205-3 permits an investment advisor to charge a fee based upon a share of the capital gains upon, or capital appreciation of, a client's funds provided that (i) the client is a natural person or company that has at least US $500,000 f:butterly\bpUnfo.doc 3

A DIVISION OF LAZARD FRÈRES & CO. LLC

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LAZARD FRÈRES AsSET MAAGEMENT under the management of the investment advisor or (ü) a person who the investment advisor reasonably believes is a natural person or company whose net worth at the tie of contract formation exceeds US $1,000,000. In addition, the advisory fee must be based on a formula which includes realized capital losses and unrealzed capital depreciation of the securties and be based upon the gains less the losses in the client's account for a period of at least one year. Pursuant to the Subadvisory Agreement, BPI Capital is LFAM's Client. LFAM's fees are curently paid by BPI Capital and, under the Proposal, will continue to be paid by BPI Capital. BPI Capital is a sophisticated financial institution that satisfies the eligible client conditions of Rule 205-3. BPI Capital is a company with more than US $500,000 under the management of LF AM and has a net worth exceeding US $1 millon. The Fund could also be interpreted as LF AM's client, although we do not believe that this is the correct interpretation. Assumig arguendo that, for purposes of applying Rule 205-3, the Fund were considered LFAM's client, the Fund would also satisfy the definition of an eligible client. As of June 15, 1995, approximately CAD 3.5 million of the Fund's assets were under management by LFAM. The Fund constitutes a company as defined in Rule 205-3(b) and is not excluded from such definition pursuant to Rule 205-3(b)(2). The Staff has previously opined, in its response to Rosenberg Institutional Equity Management (avail March 14, 1990, hereinafter "Rosenberg"), that the exclusion of Rule 205-3( b)(2) did not apply to investment funds organized under the laws of a county other than the U.S. and which, therefore, were not subject to the jursdiction of

the Investment Company Act of 1940, as amended.
In addition, under the Proposal; the fee payable by BPI Capital to LFAM would be deteTIned based upon the performance of the Fund over twelve-month periods and performance would be calculated inclusive of realized losses and uItealized depreciation. (c) Previous Staf No-Action Advice. The Staff has previously provided no action advice with respect to the payment of a performance fee to a subadviser. In each case, the Staff took the position that the priary advisor was the client of the subadvisor for puroses of applying Rule 205-3. In its response to Copeland Financial Services (avail. Sept. 21, 1992, hereinafter "Copeland") the Staff provided no-action advice with respect to the payment of a performance fee to subadvisors parcipatig in a timing program available to partcipants in varable annuity contracts issued by insurance company separate accounts. The investment management services provided by the subadvisors related solely to the aggregate assets of all Copeland clients and not to any particular participant in the timing service. In its response in Copeland, the Staff specifically considered Copeland as the client for puroses of applying Rule 205-3, noting that the subadvisory agreements with Copeland had to satisfy the requirements of the rule and notig Copeland's representation that it qualifed as an eligible client. In response to an earlier no action request from Kempner Capital Management, Inc. (avail Dec. 7, 19R7, hereinafter "Kempner"), the Staff provided no action advice with respect to the receipt of a performance fee by Kempner for providing investment management services to the trst department of a national bank. The Staff granted the no action request to consider the Bank, f:butterly\bpUnfo.doc 4

A DIVISION OF LAZARD FRÈRES & CO. LL

This Offenng Memorandum constitutes an offerig of the secunties descnbed herein only in those junsdictions where they may be lawfully offered for sale and is not, and under no circumstances is to be construed as, a prospectus or public offerig of such secunties. No securities commission or similar authority in Canada has in any way passed upon the merits of the securities offered hereunder and any representation to the contrary is an offence. BPI GLOBAL OPPORTUNITIES FUND Å

i ii Il .

BPI
CAPITAL
Offering Memorandum
April 1995

INVESTMENT MANAGER: BPI CAPITAL MANAGEMENT CORPORATION INVESTMENT ADVISOR: LAZARD FRÈRES ASSET MANAGEMENT

SUMMARY OF THE OFFERING

Prospective investors are encouraged to consult their own professional advisors as to the tax and legal

consequences of investing in the Fund. The following is a summary only and is qualiftd by the more detailed information contained in this Offering Memorandum. The Fund Investment Objective of the Fund Investment Strategies of the Fund Risk Factors

Investment Manager
BPI Global Opportunities Fund (the "Fund") is an open-end mutual fund

established under the laws of the Province of Ontaro by BPI Capital Management Corporation ("BPI Capital") by a d~claration of trust (the "Declaration of Trust") dated as of March 31,1995, as may be amended from time to time. BPI Capital is the trustee (the "Trust~e"). the promoter (the "Promoter") and the manager (the "Manager") of the Fund and is a wholly￾owned subsidiary of BPI Financial CorporatiQn. See "BPI Global Opportunities Fund". The objective of the Fund is to achieve long-term capital appreciation by

investing in a globaly diversified portfolio of stocks, bonds and other securities likely to benefit in the near term from structural change affecting specific companes, industries and national economies. To achieve its investment objective:

• the Fund will focus on restructurig and cost=cutting undertaken by

companes in duferent regions of the world to improve profitabilty, where the valuation of the company's improvements are Itot yet fully recognized by the marketplace.

• the Fund wil look for low absolute valuations, Btowth stocks that have
  impaired valuations caused by temporar events and companes selling at substantial discounts to private market value wher(l private market value is growing. the Fund wil look for opportunIties in rapidly growing sectors where key market participants may be undervalued and sectots where profitabilty of industry paricipants may benefit from favourable tegulatory reform.

the Fund wil seek out companies where international accounting analysis has identified assets and/or cash flows in the fin1tricial statements which are not generally recognized in their home markel~. the Fund wil include in its portfolio securities from emerging markets where political volatility has led to deeply disc1iunted stock and bond prices, and "pre-emerging" markets where a lack of brokerage research coverage has left many productive assets undervalued. To enhance returns, the Fund may utilze leverage, llit exceeding 25% of the value of the investment portfolio, and may invest in higher risk listed securities, hold options or may take short sale positions. See "Investment Objective and Strategies of the Fund". Investment in the Fund is subject to certain risks. See "Investment Objective and Strategies of the Fund - Risk Factors". The Fund has entered into a management agreement with BPI Capital under which BPI' Capital is responsible for the day-to-day business of the Fund, including management of the Fund's investment portfolio. BPI Capital is an investment counsel and portfolio manager and is the manager of 16 publicly offered mutual funds. Mutual fund assets under administration by the Manager as at March 31, 1995 were in excess of $1.2 bilion with over

Investment Advisor
Management and
Penormance Fees
Administration Fees and
Expenses of the Fund
Units
The Offering
128,000 accounts. The Manager also acts as registrar and transfer agent of the units of the Fund (the "Units"). See "Management of the Fund _

Investment Manager".

The Manager has retained Lazard Frères Asset Management (the "Advisor") to provide investment advice and recommendations for the investment of the assets of the Fund. See "Management of the Fund - Investment Advisor". The management fee is 2.25% per anum of the net asset value of the Fund,

calculated and paid monthly by the Fund. If a unitholder of the Fund

experiences gais in the net asset value of his Units which exceed 10% per anum (determned on an annualzed basis for Units not held for a full j j calendar year) the Manager wi be entitled to receive from the unitholder 20% '0 of the gai in excess of 10% (the "Pedormance Fee"). The Pedormance Fee

wil be calculated and payable as at the last Valuation Day of each calendar

year. For Units which are redeemed durig a calendar year, the Performance

Fee wil be calculated on an annualized basis and paid as of the Valuation Day

upon which the redemption is effected. See "Management of the Fund _

Management, Pedormance and Administration Fees and Expenses of the Fund" .
The Fund wil pay all expenses relating to its operation, including Trustee's fees and expenses, registrar and transfer agent fees and expenses, audit,

accounting, record keeping and legal fees and expenses, custody and

safekeeping charges, all costs and expenses associated with the qualifcation for sale of Units in the provinces in which Units will be offered to investors, providing reports to unitholders and convening and conducting meetings of unitholders, all taxes, assessments or other governmental charges levied against the Fund and all brokerage and other fees relating to the purchase and sale of the assets of the Fund. See "Management of the Fund - Management, Performance and Administration Fees and Expenses of the Fund". All Units are of one class, have equal voting, distribution and other rights and may only be issued as fully-paid and non-assessable upon receipt of the full consideration for which they are to be issued. The Manager may, at any time, direct the registrar and transfer agent to subdivide or consolidate all Units outstanding. Units are transferable on the register only by a registered unitholder or his legal representative, subject to compliance with applicable securities laws. See "Units of the Fund". Units of the Fund are being offered (the "Initial Offering") at $10 per Unit during the period from April 17, 1995 to May 12,1995, subject to extension at the option of the Manager (the "Initial Offerig Period"), to investors resident in the Provinces of Ontario, Manitoba, Saskatchewan, Alberta and British Columbia (the "Offering Provinces") pursuant to the exemptions to the prospectus and registration requirements contained in the securities legislation of the Offering Provinces. The Manager wil not accept subscriptions for Units for a period of 60 days following the expiry of the Initial Offering Period (the "Black-Out Period"), during which time the proceeds of the Initial Offering wil be invested. Following the Black-Out Period, Units wil be offered on a

continuous basis (the "Continuous Offering") at a price equal to the net asset value per Unit at the time of purchase.

f
Minimum Investment
Additional Investment

Valuation Day
Redemption of Units
Net Asset Value
Distributions
The Fund is initially authorized to issue Units havig a maxmum subscription amount (net of redemptions) of $ 100 miion, provided that this limit shal not affect the Fund's right to issue Units on the reinvestment of distrbutions from the Fund. Mter December 31, 1997, the Manager is authorized, in its discretion, to re-establish an upper limit on subscriptions (net of redemptions) for the Fund or determe that no limit is appropriate. The Manager reserves the right to accept or reject orders. Any monies received with a rejected order wil be refunded i~mediately. See "Investing in Units of the Fund - the Offerig".

The mimum investment in the Fund by an investor in Ontaro and Saskatchewan is generally $150,000 and in Mantoba, Alberta and British Columbia is generally $97,000. The minmum investment by an investor in British Columbia who qualifes as a "sophisticated purchaser" (as such term is defined in the regulation to the Securities Act (British Columbia)) is $25,000. During the Initial Offering Period, an investor may elect to purchase his Units (an "Instalment Purchase") over a 24-month period, and pay for the Units in three instalments. See "Investing in Units of the Fund - Instalment Purchases" . Subject to the approval of the securities regulators in the Offering Provinces, additional investments in the Fund in amounts less than the minimum investment thresholds applicable in the Offerig Provinces are permitted,

provided that the miimum investment amount required by the securities legislation of the relevant Offering Province has not been redeemed. Additional investments must be at least $5,000. The Fund wil be valued on the last trading day of each week (each, a "Valuation Day"). A trading day is a day on which The Toronto Stock Exchange is open for business. Units may be redeemed on each Valuation Day by a written request for redemption delivered to the Manager. A request for redemption received prior to the close of business on a Valuation Day wil be effected on such Valuation Day. The Units will be redeemed at a price equal to the net asset value per Unit on the Valuation Day as of which Units are to be redeemed. See

"Redemption of Units".
A redemption fee wil be charged on Units tendered for redemption which

were acquired subject to a redemption fee. See "Investing in Units of the Fund - Sales Charges". In addition, a redemption fee of 5%, payable to the Manager, wil be charged on Units tendered for redemption within 180 days of purchase or in respect of any Units purchased as an Instalment Purchase where any of the instalment payments is unpaid. See "Redemption of Units". The net asset value per Unit is the quotient obtained by dividing the net asset value of the Fund on a Valuation Day by the number of Units outstanding on that day. The, net asset value of the Fund on a Valuation Day is the value of the assets of the Fund at that time less the amount of the liabilties of the Fund determined and accrued to that time in accordance with generally accepted

accounting principles. See "Net Asset Value Calculation".
Net income and net realized capital gains of the Fund for each year wil be calculated as of the last day in a fiscal year of the Fund. Net income and net realized capital gains calculated as of the last day in a year wil be paid to unitholders of record on the last day in each year and automatically reinvested in additional Units at the net asset value per Unit on the date of distribution

Income Tax Considerations
Contractual Rights unless a unitholder elects, by notice to the Manager, to receive such distributions in cash. See "Income and Capital Gais Distributions". The Fund is requìred to include in computing its income in respect of each calendar year dividends received by it, accrued interest and the taxable portion of net realized capital gains. The Fund may deduct in computing its income reasonable expenses incurred by it for the purposes of earning income. In

addition, the Fund may deduct amounts of Fund -income (including net taxable capital gais) paid or payable to unitholders. Net income and net realzed taxable capital gains of the Fund paid or payable to unitholders

generally will be required to be included in computing the income of the unitholder.
Unless and until the Fund qualifes as a mutual fund trust for the purposes of the Income Tax Act (Canada) (the "Tax Act"), units of the Fund are not a qualfied investment for a trust governed by a registered retirement savings

plan, registered retirement income fund or deferred profit sharng plan. In addition, the Fund wil invest primarly in "foreign property", but wil not be subject to tax under Part XI of the Tax Act. A Unit wil constitute "foreign property" to a unitholder which is a registered pension plan or fund or

registered investment. Such unitholders wil be required to make their own determnation with respect to the applicabilty to them of tax in respect of excessive holdings of foreign property. See "Certain Income Tax Considerations" . Investors are entitled to the benefit of certain contractual rights of action

which are described in Schedule "A" hereto.

l i
TABLE OF CONTENTS
Page
BPI GLOBAL OPPORTUNITIES FUND. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

INVESTMENT OBJECTIVE AND STRATEGIES OF THE FUND ............................. 1

MANAGEMENT OF THE FUND. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . . . . . . . 4

INVESTING IN UNITS OF THE FUND. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

INCOME AND CAPITAL GAINS DISTRIBUTIONS.. . . . .... . . . . . . .................... .... .. 9

NET ASSET VALUE CALCULATION ...................................................... 9

REDEMPTION OF UNITS .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

UNITS OF THE FUND.................................................................... 10

CERTAIN INCOME TAX CONSIDERATIONS. . . . . .. . . . . . . . . . . . . . .. . .. . .. . . . . .. . . . . . . . . . . . . 10

REPORTING TO UNITHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

DIRECTORS AND OFFICERS OF THE MANAGER. . . . .. .. . .. . . . . . . . . . . . . . . . . .. . . . . .. . . . . . . 11

AMENDMENT OF THE DECLARATION OF TRUST AND TERMINATION OF THE FUND... 13

MATERIAL CONTRACTS...................................................... .-.......... 13

PROMOTER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

REGISTRAR AND TRANSFER AGENT.................................................... 13

CUSTODIAN ............................................................................. 13

AUDITORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

CONTRACTUAL RIGHTS OF ACTION.. .. . .. . . . . . .. . . . . . . . . . . . . . . . . .. . . . . . . . .. . . . .. . . . . . . . 13

CERTIFICATE OF ISSUER................................................................ 14

CERTIFICATE OF PROMOTER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

GLOSSARY OF TERMS

"Advisor" means Lazard Frères Asset Management; "Advisoiy Agreement" means an agreement between the Aävisor and the Manager dated as of March 31, 1995 whereby the Manager retained the Advisor to provide investment advice in respect of the portfolio of the Fund; "Approved Salesperson" means a salesperson employed by an approved Dealer who has invested client assets of $250,000 or more in Units of the Fund and the BPI Family of Funds and any other BPI funds which may be offered; "Black-Out Period" means the 60 days following the expir of the Initial Offenng Period dunng which the

Manager wil not accept subscriptions for Units;

"BPI Capital" means BPI Capital Management Corporation;

"BPI Family of Funds" means BPI American Small Companes Fund, BPI American Equity Value Fund,

BPI Canadian Balanced Fund, BPI Canadian Bond Fund, BPI Canadian Equity Value Fund, BPI Canadian Resource Fund Inc., BPI Canadian Smal Companes Fund, BPI Global Balanced RSP Fund, BPI Global Equity Fund, BPI Global Real Estate Securities Fund, BPI Global Small Companies Fund, BPI Income Fund, BPI International Equity Fund, BPI North American Balanced RSP Fund, BPI T-Bil Fund and BPI World TAA RSP Fund; "Dealers" means. qualified dealers in the Offenng Provinces;

"Declaration of Trust" means the declaration of trust dated as of March 31, 1995 establishing the Fund;

"Fund" means BPI Global Opportunities Fund;

"Initial Offering" means the offering of the Units of the Fund during the period from April 17, 1995 to May 12, 1995, subject to extension of the option of the Manager, to investors resident in the Provinces of Ontario, Manitoba, Saskatchewan, Alberta and British Columbia; "Initial Offering Period" means the period from April 17, 1995 to May 12, 1995, subject to extension at the option of the Manager; "Instalment Purchase" means the purchase method available to an investor during the Initial Offering Period whereby the investor may elect to purchase his or her Units over a 24-month period and pay for the Units in three instalments; "Management Agreement" means an agreement between the Fund and the Manager dated March 31, 1995; "Manager" means BPI Capital Management Corporation;

"Offering Provinces" means the provinces of Ontario, Manitoba, Saskatchewan, Alberta and British Columbia;

"Outstanding Units" means the Units of the Fund sold by an Approved Salesperson which are held by the clients of

the Approved Salesperson on the Valuation Day of each month; "Performance Fee" means 20% of the gain in the net asset value of the Units of a unitholder in excess of 10% per annum calculated and payable as at the last Valuation Day of each calendar year and, for Units which are redeemed during a calendar year, calculated on an annualized basis and paid as of the Valuation Day upon which the redemption is effected; "Promoter" means BPI Capital Management Corporation;

"Purchases With Sales Charges" means the purchase of Units with a negotiable sales charge;

"Purchases Without Sales Charges" means the purchase of Units without a sales charge, but subject to a

negotiable declining redemption fee;

"Servicing Commission" means the servicing commission which the Manager has agreed to pay to approved

Dealers in respect of each Approved Salesperson employed by the Dealer who has invested client assets of $250,000

or more in Units of the Fund and the BPI Family of Funds and any other BPI Funds which may be offered;

"Tax Act" means the Income Tax Act (Canada);

"Trustee" means BPI Capital Management Corporation;

"Units" means units of the Fund; and

"Valuation Day" means the last trading day of each week on which The Toronto Stock Exchange is open for

business or as such other business days or days as the Manager may determine..

BPI GLOBAL OPPORTUNITIES FUND
The Fund is an unincorporated open-end mutual fund created under the laws of the Province of Ontaro by BPI Capital Management Corporation ("BPI Capital") by a declaration of trust (the "Declaration of Trust") dated as of March 31, 1995, as may be amended from time to time. BPI Capital is the trusteel (the "Trustee"), the promoter (the "Promoter") and the manager (the "Manager") of the Fund. The address of the head offce of the Fund, as well as of BPI Capital, is 161 Bay Street, Suite 3900, Toronto, Ontaro M5J 2S1. BPI Capital is a wholly-owned subsidiary of BPI Financial Corporation, a Canadian public company the shares of which are listed for trading on The Toronto Stock Exchange and the Alberta Stock Exchange. Al units of the Fund ("Units") are of one class, have equal voting, distrbution and other rights and may only be issued as fully paid and non-assessable upon receipt of the full consideration for which they are to be issued. See "Units of the Fund". INVESTMENT OBJECTIV AND STRATEGIES OF THE FUND Investment Objective The objective of the Fund is to achieve long-term capital appreciation by investing in a globally diversifed portfolio of stocks, bonds and other securities likely to benefit in the near term from structural change affecting specific companies, industries and national economies. Investment Strategies To achieve the Fund's investment objective:

• the Fund will focus on restructuring and cost-cutting undertaken by companes in different regions of the
  world to improve profitabilty, where the valuation of the company's improvements are not yet fully recognized by the marketplace.

the Fund wil look for low absolute valuations, growth stocks that have impaired valuations caused by temporary. events and companies sellng at substantial discounts to private market value where private market value is growing. the Fund wil look for opportunities in rapidly growing sectors where key market participants may be undervalued and sectors where profitability of industry participants may benefi from favourable regulatory reform.

• the Fund wil seek out companies where international accounting analysis has identified assets and/ or cash
  flows in the financial statements which are not generally recognized in their home markets.
• the Fund wil include in its portfolio securities from emerging markets where political volatilty has led to
  deeply discounted stock and bond prices, and "pre-emerging" markets where a lack of brokerage research coverage has left many productive assets undervalued. the Fund may utilize leverage, not exceeding 25% of the value of the investment portfolio, to enhance returns. Consistent with the Fund's investment objective, the Fund's investments wil include approximately

70 companies. In addition to a core basket of equity and bond securities representing the Advisor's selection of higher value, more secure investments, the Fund's portfolio may also include:

• listed securities which, due to risk, liquidity or custodial concerns, may not be suitable for traditional mutual
  fund investment.

options on stocks, bonds, currencies or market indices which allow the Fund to leverage its returns from specific securities or timely market calls, in limited instances. options which hedge against sudden fluctuations in markets. where financial analysis has identified companies which are believed to be overvalued, short sale equity positions to a maxmum of up to 50% (at the time of investment) of the net asset value of the Fund. i The appointment of BPI Capital is subject to regulatory approval. If such approval has not been granted by the expiry of the Initial Offering Period, BPI Capital will arrange to have a registered trust company appointed as trustee of the Fund.

• securities of un quoted companies or other iliquid entities, with an emphasis on emergig markets where
  listed equity opportnities are limited, provided that there is believed to be a means to dispose of the investment within one year of its acquisition and further provided that no more than 10% of the Fund's portfolio may be invested on this basis.
• closed-end funds that offer exposure to regions and individual emerging stock markets and that often sell at
  sizeable discounts to net asset values, limited to 10% (at the time of investment) of the net asset value of the Fund. Except as identied above, the investments of the Fund wil not be subject to restrictions. From time to time the relative proportions of the investment portfolio of the Fund invested in anyone geographic region may var in order to take advantage of international stock market cycles, to obtai a greater degree of geographic diversifcation for the portfolio or for other investment considerations determined by the Manager. . Risk Factors

An investment in the Fund is subject to a number of risks including, but not limited to those described in this
section.
Investment in the Fund. To fully implement the investment strategies of the Fund, the Fund requires a substantial pool of capital. There can be no assurance that the Fund will be successful in attracting desired levels of investment from investors. Net Asset Value. The value of the Fund wil fluctuate with changes in the market value of the investments made by the Fund. Such changes in market value may occur as a result of varous factors, including material changes in the Fund, general economic conditions, securities markets or international developments. There can be no guarantee against loss resulting from an investment in Units of the Fund and there can be no assurance that the Fund's investment approach wil be successful or that its investment objective will be attained. Local Market Conditons. Investments in issuers of emerging market countries, either directly or through the use of derivative instruments, and investments denominated or traded in currencies other than Canadian dollars involve certain considerations not typically associated with investments in Canadian issuers or securities denominated or traded in Canadian dollars. These considerations include (a) the potential effect of foreign exchange controls (including suspension of the abilty to transfer currency from a given country or to realize on Fund investments) and changes in the rate of exchange between the Canadian dollar (the currency in which the Fund will calculate its net asset value and distributions) and other currencies in which the Fund's investments are denominated, which changes wil affect the Canadian dollar value of the Fund; (b) the ~ffect of local market conditions on the availabilty of public information, the liquidity of securities traded on local exchanges and transaction costs and administrative practices of local markets; (c) the fact that the Fund's assets wil be held in

accounts by custodians, or pledged to creditors of the Fund, in jurisdictions outside of Canada so that there can be no assurance that judgments obtained in Canadian courts wil be enforceable in any of those jurisdictions; and (d) in some countries, political or social instabilty or diplomatic developments could adversely affect, or result in the complete loss of, such investments. The possibility of expropriation, confiscatory taxation or nationalization of foreign bank deposits or other assets, lack of comprehensive legal systems, which may result in the Fund being unable to enforce its legal rights or protect its investments and the imposition of foreign governmental laws or restrictions could affect investments in securities of issuers in those nations. In addition, the income and gains of the Fund may be subject to withholding taxes imposed by foreign governments for which investors may not receive a full foreign tax credit. The Fund has the unlimited right to purchase both listed and unlisted securities in any emerging market country. There may be less publicly available information about issuers in emerging market countries which are generally not subject to uniform accounting, auditing and financial reporting standards and other disclosure requirements comparable to those applicable to Canadian issuers. Stock markets in emerging market countries may have substantially less volume of trading and securities of some companies in emerging market countries may be less liquid and more volatile than securities of comparable Canadian companies. There may be less government regulation of stock exchanges, brokers and listed companies in emerging market countries. The economies of certain of these countries may be based, predominantly, on only a few industries and may be vulnerable to changes in trade conditions and may have high levels of debt or inflation. Where Fund assets are invested in narrowly-defined markets or sectors of a given economy, risk is increased by the inability to broadly diversify investments and by

, potentialy adverse developments within those markets or sectors. In addition, investments of the Fund may not be listed on any stock market or may be offered solely through foreign stock markets. Low Rated or Unrated Debt Obligations. At anyone time, a portion of the debt component of the Fund's portfolio may consist of instruments that are low rated or unrated. Debt obligations of the tye in which the Fund will invest a portion of its assets are generally considered to have a credit quality rated below investment grade by internationally recognized credit rating organizations. Non-investment grade securities are regarded as predominantly speculative with respect to the issuer's capacity to pay interest and repay principal in accordance with the terms of the obligations and involve major risk exposure to adverse conditions. Lo~ rated and unrated debt instruments generally offer a higher current yield than that available from higher grade issuers, but typically involve greater risk. Interest Rate Fluctuations. In the case of interest rate sensitive securities, the value of a security may change as the general level of interest fluctuates. When interest rates decline, the value of such securities can be expected to rise. Conversely, when interest rates rise, the value of such securities can be expected to decline. Use of Derivatives. Derivatives for hedging and other investment purposes wil be used by the Fund only to the extent that the Advisor considers appropriate. Hedging involves special risks including the possible default by the other pary to the transaction, illiquidity and, to the extent the Advisor's assessment of certain market.

movements is incorrect, the risk that the use of hedging could result in losses greater than if hedging had not been used. Hedging agaist changes in the value of currency does not eliminate fluctuations in the prices of portfolio securities and does not prevent losses if the prices of such securities decline. Hedging may also limit the opportunity for gai if the value of the hedged currency should rise. Moreover, it may not be possible for the Fund to enter into

transactions which hedge against generally anticipated changes in currencies.
The use of options entais certain special risks. Call options wil not protect the Fund from declines in the value of the underlying security and may limit the Fund's potential to realize a gain on the value of the underlying security. Put options may expose the Fund to losses if the value of the underlyig security has declined in its principal markets when compared to the transaction price at which the Fund is required to purchase the security. In addition, the Fund may wrte put and call options which, in the discretion of the Advisor, may not be "covered" options. The use of currency transactions could result in the Fund incurrng losses as a result of the imposition of exchange controls, suspension of settlements, or the inabilty to deliver or receive a specified currency. In addition, options markets could be illquid in some circumstances and certain over-the-counter options could have no markets. There can be no assurance that a market wil exist to permit the Fund to realize its profits or limit its losses by closing out certain positions. If a Fund is unable to close out a position, it wil be unable to realize its profits or limit its losses until such time as the option becomes exercisable or expires or the forward contract terminates, as the case may be. The abilty of the Fund to close out its position may be affected by exchange imposed daily trading limits on options. In addition, the Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankrptcy of a swap agreement counterparty.

Short Sale Equity Positions. The Fund may take short sale positions without maintaining an equivalent quantity, or a right to acquire an equivalent quantity, of the underlying securities in its portfolio. While the Advisor wil engage in these transactions only in circumstances where it has concluded that a particular security is over￾valued in its principal markets, there can be nó assurance that the security wil experience declines in market value and this could result in the Fund incurring losses if it has agreed to deliver securities at a price which is lower than the market price at which such securities may be acquired at the time the transaction is to be completed. The Advisor may selectively engage in transactions which limit the potential liabilty of the Fund for unanticipated shifts in the market value of these securities. Use of Leverage. The Fund may purchase securities on margin or may borrow money in order to purchase securities. The Fup.d may incur losses if the Fund's interest costs exceed the return on the investments acquired with borrowed funds, or if the investments acquired with borrowed funds decline in value. In addition, there is the risk of loss by the Fund of margin deposits in the event of bankrptcy of a dealer with whom the Fund has an open position. Investment in Closed-End Funds. Investments in closed-end funds are non-redeemable and are subject to the same risks as other publicly traded equity securities. There may be no public market for units if closed-end funds, which often trade at a discount from their net asset values.

The Advisor. Given that the Advisor is resident outside Canada and all or substantially al of the assets of the Advisor are located outside of Canada, there may be diffculty in enforcing any legal remedies against the Advisor. However, the Manager will be responsible to indemnfy the Fund and the unitholders in the event that there is any difficulty in enforcing legal remedies against the Advisor. The Fund relies on the good faith, experience and expertise of the Advisor. The professional servces provided by the Advisor are not exclusive to the Fund. Where the investment objectives and policies of other funds or companies for which the Advisor provides its servces are substantialy similar to those of the Fund, there is a potential confct of interest arsing Oy reason of the Advisor providing similar servces to those funds or companies and the Fund. In partèular, where the Advisor provides its serves to the Fund and other funds or clients with respect to a limited investment opportunity, the Advisor generally pro-rates each client's paricipation in the limited investment opportunity based upon the amount each client would otherwise have invested, takng into consideration each client's investment portfolio and other factors at the time.

Unitholder Liabilty. The Declaration of Trust provides that no unitholder shall be subject to any liabilty whatsoever, in tort, contract or otherwse, to any person in connection with the investment obligations, affairs or assets of the Fund and all such persons shall look solely to the Fund's assets for satisfaction of claims of any nature arsing out of or in connection therewith and the Fund's assets only shall be subject to levy or execution. There is a risk, which is considered by the Manager to be remote in the circumstances, that a unitholder could be held personally liable, notwithstanding the foregoing statement in the Declaration of Trust, for obligations of the Fund to the extent that claims are not satisfied out of the assets of the Fund. It is intended that the operations of the Fund will be conducted in such maner so as to minimize such risk. The risk of personal liabilty of unithokiers is minimal in any event in view of the large anticipated equity of the Fund relative to its anticipated indebtedness and liabilties, the Fund's investment approach and the intention that any agreement which is related to the borrowing of money by the Fund or the creation of potential liabilties of the Fund include an express disavowal of liabilty of unitholders. In the event that a unitholder should be required to satisfy any obligation of the Fund, such unitholder will be entitled to reimbursement from any available assets of the Fund. MANAGEMENT OF THE FUND Investment Manager BPI Capital is an investment counsel and portfolio manager and is the Manager of the Fund. In addition to the Fund, BPI Capital currently manages sixteen publicly offered mutual funds: BPI American Small Companies Fund, BPI American Equity Value Fund, BPI Canadian Balanced Fund, BPI Canadian Bond Fund, BPI Canadian Equity Value Fund, BPI Canadian Resource Fund Inc., BPI Canadian Small Companies Fund, BPI Global Balanced RSP Fund, BPI Global Equity Fund, BPI Global Real Estate Securities Fund, BPI Global Small Companies Fund, BPI Income Fund, BPI International Equity Fund, BPI North American Balanced RSP Fund, BPI T-Bil Fund and BPI World TAA RSP Fund (collectively, the "BPI Family of Funds"). BPI Capital expects to offer a new fund in the Spring of 1995 to be known as BPI Global RSP Bond Fund. Mutual Fund assets under administration by the Manager, as at March 31, 1995, were in excess of $1.2 bilion with over 128,000 accounts. The Fund has entered into an agreement with the Manager (the "Management Agreement") dated March 31,
1995. Under the Management Agreement, the Manager is responsible for the day-to-day business of the Fund,
including management of the Fund's investment portfolio. The Management Agreement may be assigned by the Manager at any time on 30 days' wrtten notice to the Trustee. Investment Advisor The Manager has retained Lazard Frères Asset Management (the "Advisor") to provide investment advice in respect of the portfolio of the Fund pursuant to an advisory agreement (the "Advisory Agreement") dated as of March 31, 1995. For providing such servces, the Advisor is paid a fee by the Manager based on the net asset value of the Fund from time to time. Investment decisions as to the purchase and sale of the Fund's portfolio securities are made by the Advisor on a basis consistent with the Fund's investment objective and strategies, provided that the Manager has reserved to itself the right to review and approve such investment decisions utilzing the investment recommendations provided by the Advisor. The Advisor is a division of Lazard Frères & Co., a New York limited partnership. As of December 31, 1994, the Advisor employed 202 people and 9 of the 78 general partners of Lazard Frères & Co. are assigned to the

Advisor. In addition to portfolio management, the servces of Lazard Frères & Co. include investment bankg, corporate financial consulting, municipal finance and real estate investment. The Advisor, which is based in New York City, had assets under administration in excess of U.S. $22 bilion as at December 31, 1994. The Advisor currently provides investment advice pursuant to an advisory agreement dated as of January 10, 1992, as amended, in respect of the portfolios of the BPI American Small Companes Fund, BPI American Equity Value Fund, BPI Global Equity Fund, BPI Global Small Companies Fund, BPI Global Real Estate Securities Fund and BPI International Equity Fund. Lazard Frères & Co. is registered as an advisor under the Securites Act (Ontaro) in the category of international advisor. As an international advisor, the Advisor, through Lazard Frères & Co., is not fully subject to the regulatory requirements of the Securities Act (Ontaro) and Regulations thereunder concerng proficiency, capital, insurance, record keeping, segregation of funds and securities, statements of account and portfolio, and confcts of interest. As the Advisor is resident outside Canada and all or substantialy all of its assets are located outside Canada, unitholders may have diffculty enforcing any legal rights which they may have against th.e Advisor. See "Investment Objective and Strategies of the Fund - Risk Factors". The name and address of the agent for servce of process of the Advisor in Ontaro is avaiable from the Ontario Securities Commission. The Advisory Agreement may be terminated by. either the Manager or the Advisor on three months' written notice. The Manager, in consultation with the Advisor, wil seek to ensure that any investments made in respect of the portfolio of the Fund which are the same as those made for any other fund for which they have decision makg authority wil be effected on an equitable basis. Management, Penormance and Administration Fees and Expenses of the Fund Management Fee For providing its services pursuant to the Management Agreement, the Manager receives a management fee from the Fund equal to 2.25% per annum of the net asset value of the Fund, calculated and paid as of the last Valuation Day of each month. Performance Fee If a unitholder of the Fund experiences gains in the net asset value of his Units which exceed 10% per annum (determined on an annualized basis for Units purchased during a calendar year) the Manager wil be entitled to receive from the unitholder 20% of the gain in excess of 10% as a performance fee (the "Performance Fee"). The Performance Fee wil be calculated and payable as of the last Valuation Day of each calendar year. The Performance Fee wil be paid first from cash distributions which are paid to investors in respect of a completed calendar year. If these cash distributions are insuffcient to pay the Performance Fee in full the Manager wil redeem Units (without charging redemption or other fees), on behalf of
the investor, to satisfy any remaining balance owing.

The Performance Fee in respect of redemptions which take place during the calendar year wil also be determined on an annualized basis as of the Valuation Day upon which the net asset value is calculated for the Units being redeemed and wil be payable as of such Valuation Day from the redemption proceeds. See "Redemption of Units". Administration Fees and Expenses of the Fund The Fund will pay all expenses relating to its operation, including the Trustee's fees and expenses, registrar and transfer agent fees and expenses, audit, accounting, record keeping and legal fees and expenses, custody and safekeeping charges, all costs and expenses associated with the qualification for sale of the Units in the Offering Provinces, providing reports to unitholders and convening and conducting meetings of unitholders, all taxes, assessments or other governmental charges levied against the Fund and all brokerage and other fees relating to the purchase and sale of the assets of the Fund. The Management Fee, the Performance Fee and most administration fees and expenses of the Fund are subject to federal goods and services tax at the rate of 7% of the amount thereof.

INVESTING IN UNITS OF THE FUND
The Offering
Units of the Fund are being offered (the "Initial Offerig") at $10 per Unit during the period from April 17, 1995 to May 12, 1995, subject to extensions at the option of the Manager (the "Initial Offering Period"), to investors resident in the Provinces of Ontaro, Manitoba, Saskatchewan, Alberta and British Columbia (the "Offering Provices") pursuant to the exemptions to the prospectus and registration requirements contained in
section 72(1) (d) of the Securities Act (Ontaro) and section 27 of the Regulation made thereunder, section 19(3)
of The Securities Act (Manitoba), section 81(1)(d) of The Securities Act, 1988 (Saskatchewan),

section 107(1)(d) of the Securities Act (Alberta) and section 122(d) of the Regulation made thereunder, and
section 55 (2) (4) of the Securities Act (British Columbia) and section 117 (b) of the Regulation made thereunder.
The Manager wil not accept subscriptions for Units for a period of 60 days following the expir of the Initial Offerig Period (the "Black-Out Period"), during which time the proceeds of the Initial Offerig will be invested. Following the Black-Out Period, Units wil be offered on a continuous basis (the "Continuous Offering") at a price equal to the net asset value per Unit at the time of purchase. The Initial Offering is not subject to any minimum subscription level. The Fund is initially authorized to issue the number of Units having a maxmum subscription amount (net of redemptions) of $100,000,000 provided that this limit shall not affect the Fund's right to issue Units on the re￾investment of distributions from the Fund. Mter December 31, 1997, the Manager is authorized, in its discretion, to re-establish an upper limit on subscriptions for the Fund or determine that no limit is appropriate. Units of the Funds are offered for sale with or without a sales charge or a combination of both and are distributed by qualifed dealers ("Dealers") in the Offenng Provinces.

Purchase of Units
Subscriptions for Units may be placed by investors through Dealers in the Offering Provinces. Dealers wil transmit orders to the Manager at its principal offce on the day such orders are placed by courier or telecommunications facilties without charge to the investor. Prospective investors who wish to subscribe for Units must complete, execute and deliver the Investment Application which accompanies this Offering Memorandum to a Dealer, together with a certified cheque or bank draft in an amount equal to the purchase price (together, if applicable, with the amount of any commission payable by the investor to the Dealer). During the Initial Offering Period, the purchase price is an amount equal to $10 per Unit subscribed for. Mter the Black-Out Period, the purchase price is an amount equal to the net asset value per Unit subscribed for. The net asset value per Unit for subscriptions which are received and accepted by the Manager prior to 4:00 p.m. (Toronto time) on a Valuation Day wil be calculated as of that Valuation Day. The net asset value per Unit for subscriptions received and accepted after 4:00 p.m. (Toronto time) wil be calculated on the next Valuation Day. See "Net Asset Value Calculation". The Manager reserves the right to accept or reject orders, provided that any decision to reject an order must be made promptly and any monies received with a rejected order wil be refunded immediately after such determination has been made by the Manager. Minimum Investment The minimum investment in the Fund is $150,000 for investors resident in Ontario and Saskatchewan and $97,000 for investors resident in Manitoba, Alberta and British Columbia. The minimum investment for investors resident in British Columbia who qualify as "sophisticated purchasers" (as such term is defined in the regulation to the Securities Act (British Columbia)) is $25,000. British Columbia investors should consult their Dealers and other advisors to determine whether they satisfy the necessary eligibilty requirements to be classified as a "sophisticated purchaser" . Instalment Purchases t During the Initial Offering Period, investors may elect to purchase their Units (an "Instalment Purchase") over a 24-month period, at the times and in the amounts set out below:

~ i i
Ontario and Saskatchewan Purchasers

When purchased on this basis, the aggregate instalment price totals $165,000, payable as follows:
Instalment Date Amount
Closing Date of Initial Purchase. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 55,000

12 months thereafter ..........................................
$ 55,000

24 months thereafter ..........................................
$ 55,000

Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $165,000 Manitoba, Alberta and British Columbia Purchasers When purchased on this basis, the aggregate instalment price totals $110,00, payable as follows:
Instalment Date Amount
Closing Date ofInitial Purchase. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. $ 40,000

12 months thereafter ..........................................
$ 40,000

24 months thereafter . '. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 30,000

Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $110,00 British Columbia "Sophisticated Purchasers" When purchased on this basis, the aggregate instalment price totals $27,500, payable as follows:
Instalment Date Amount
Closing Date of Initial Purchase. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 10,000

12 months thereafter. . . . . . . . . . . . . . . . . . . . . . . . . . . . _. . . . . . . . . . . . . . $ 10,000

24 months thereafter ..........................................
$ 7,500

Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 27,500

A subscription on this basis irrevocably obliges the investor to purchase Units for the full aggregate instalment price during the relevant subscription period.

Units purchased under an Instalment Purchase wil only be issued following receipt of the corresponding instalment payment. The number of Units purchased wil be based upon the net asset value of Units determined on the Valuation Day next following the date that an instalment payment is due and paid and the Units wil be issued as of that Valuation Day. If an investor defaults in paying any instalment payment, the Manager wil be authorized to redeem all Units purchased under the Instalment Purchase by the investor at the net asset value of the Units applicable on the first or any subsequent Valuation Date following the default, as the Manager may determine in its discretion. This may result in the investor paying redemption fees in respect of the Units redeemed. See "Investing in Units of the Fund - Sales Charges - Purchases Without Sales Charges" and "Redemption of Units".

Additional Investments

Subject to the approval of the securities regulators in the Offering Provinces, additional investments in the

Fund in amounts less than the minimum investment thresholds applicable in the Offering Provinces are permitted, provided that the minimum investment amount required by the relevant Offering Province has not been redeemed. Additional investments must be at least $5,000. Following each purchase of Units, unit holders wil receive a written confirmation indicating details of the purchase transaction including the dollar amount of the purchase order, the net asset value per Unit and the number of Units purchased. For subsequent purchases, the written confirmation wil indicate the cumulative total of all Units held by the unitholder. Sales Charges An investor may purchase Units (i) without a sales charge, but subject to a negotiable declining redemption fee (see "Purchases Without Sales Charges" below), (ii) with a negotiable sales charge (see "Purchases With Sales

Charges" below) or (ni) some of which are subject to a negotiable sales charge and some of which are subject to a negotiable declining redemption fee. The Manager may terminate or restrict the option to purchase Units without a sales charge at any time. Purchases Without Sales Charges

An investor who chooses to purchase Units subject to a redemption fee may negotiate the commission with his Dealer which the Manager wil pay, or cause to be paid, to the Dealer which may be up to 9% of th~ aggregate subscription amount of the Units purchased. The percentage of commission paid to the Dealer will then determine the redemption fee which may become payable by the investor, as described below. The Manager may from time to time pay, or cause to be paid, an additional fee of up to 1 % to Dealers as a bonus fee durig special sellng periods selected by the Manager. However, any additional fee wil not affect the redemption fees payable by an investor. On the redemption of any Unit acquired without a sales charge includig Units acquìred upon a reinvestment

of distributions on Units, a declining redemption fee wil be deducted from the total redemption proceeds of the Units and wil be payable by the unitho1der to the Manager or the distribution agent that paid the Dealer a sales commission. The redemption fee payable, which is a percentage of the aggregate net asset value of the Units redeemed at the time of redemption, wil var according to when the Units were purchased and is based on the fee paid by, or caused to be paid by, the Manager to the Dealer (excluding bonus fees). The redemption fee applicable at any time, which is expressed as a percentage of the net asset value of the Units subject to this fee at the time of redemption, is reflected in the following table:
PERCENTAGE DECliNING REDEMPTION FEE
If Redeemed During the
Following Period After Percentage Commission Paid to Dealer the Date or Issue 1% 2% 3% 4% 5% 6% 7% 8% 9% During the 1st Year ............................... . 2 3 4 5 6 7 8 9 10 During the 2nd Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 2 3 4 5 6 7 8 9 During the 3rd Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . nil 1 2 3 4 5 6 7 8 During the 4th Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . nil nil 1 2 3 4 5 6 7 During the 5th Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . nil nil 1 2 3 4 5 6 7 During the 6th Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . nil 1 2 3 4 5 6 After the 6th Year ................................ . nil For example, if a 5% one time sales commission is paid by the Manager to a Dealer, the declining redemption fee would commence at 6% and decline to nil in 6 years. Purchases With Sales Charges

An investor may choose to purchase Units subject to a sales charge payable by the investor to the Dealer. The amount of the sales charge, which is negotiable between the investor and the Dealer, may not exceed 9% of the aggregate subscription price of the Units purchased. Sequence of Redemptions Any redemption of Units by the investor wil first be applied to the Units which are not subject to redemption fees. In order to minimize redemption fees, Units subject to redemption fees are redeemed on a "first in, first out" basis. Units acquired through the reinvestment of distributions on Units which are subject to redemption fees wil be deemed to have been issued as of the date of issue of the Units to which such reinvested Units are attributable. Dealer Compensation Units are distributed by Dealers in the Offering Provinces. The Manager provides the compensation programs described below to Dealers placing orders for the purchase of Units to assist them in their distribution efforts. An investor may purchase Units with or without a sales charge, or a combination of both, and Dealers wil be entitled to receive commissions and, in certain circumstances, bonus commissions on the purchase of Units by investors. See "Investing in the Funds - Sales Charges". The option to purchase without a sales charge may be cancelled at any time by the Manager.

The Manager wil pay to approved Dealers a servicing commission (the "Servicing Commission") in respect of each salesperson employed by the Dealer who has invested client assets of $250,000 or more (an "Approved Salesperson") in Units of the Fund and the BPI Family of Funds and any other BPI funds which may be offered. The Servcing Commission is based on the total net asset value of Units of the Fund sold by such Approved Salesperson (the "Outstanding Units") which are held by the clients of such Approved Salesperson on the last Valuation Day of each month. The Servcing Commission is based on the net asset value per Unit of the Fund on the applicable Valuation Day multiplied by the number of the Outstanding Units, and multiplied by 1/12th of 1.0%

for Outstanding Units sold subject to a sales charge, and 0.5% for Outstanding Units sold subject to a redemption fee, in each case, paid monthly. See "Net Asset Value Calculation". The Servcing Commssion is intended to reimburse Dealers for ongoing expenses relating to the servicing of their clients who are unitholders. INCOME AND CAPITAL GAINS DISTRIBUTIONS The net income and suffcient net realized capital gais of the Fund for each year will be calculated and paid or payable to unitholders as of the last day in a fiscal year of the Fund so that no income tax under Part I of the Tax Act wil be payable by the Fund (after takng into account any applicable capital gains refunds of the Fund). The record date with respect to any such distribution wil be the business day preceding the payment date. Distributions will be automatically reinvested in additional Units, without charge, at the net asset value per

Unit determned as of the date of distribution, unless a unitholder has requested in writing that his distribution be made in cash. Cash distributions wil be made by cheque payable to the unitholder or by direct deposit to the bank account of the unitholder. No commission or fees are payable with respect to any purchase of Units made under the reinvestment program. However, distributed Units issued under this automatic reinvestment program wil be subject to a redemption fee if such Units are attributable to Units originally acquired subject to a redemption fee. See "Investing in Units of the Fund - Sales Charges". The Fund wil distribute net income and net realized capital gains on an annual basis. Unitholders wil be advised each year in an annual statement of the amount of income and capital gains distributions, if any, paid or payable. NET ASSET VALUE CALCULATION As of every Valuation Day, the Manager wil determine the net asset value of the Fund and of each Unit. A "Valuation Day" is the last business day of each week on which The Toronto Stock Exchange is open for business or such other business day or days as the Manager may determine. The net asset value of the Fund is determined in accordance with the provisions of the Declaration of Trust by valuing the assets of the Fund and deducting all expenses and liabilties of the Fund. The net asset value of the Fund is divided by the number of Units outstanding (before redemptions and subscriptions) at the close of business on that Valuation Day in order to ascertain the net asset value of a Unit as at the relevant' Valuation Day. The net asset value wil be reported in Canadian currency and may also be reported in such other currencies as the Manager may from time to time determine, based on the rate or rates of exchange, as the case may be, reported by any report in common use. REDEMPTION OF UNITS Units may be redeemed at a price equal to the net asset value of a Unit on a Valuation Day upon receipt by the Manager of a redemption request in writing, signed by a unitholder or his duly authorized representative or, in the case of unitholders who are not individuals, an authorized offcer of the unitholder. A redemption request received by the Manager prior to 4:00 p.m. (Toronto time) on a Valuation Day wil be effected on such Valuation Day. Redemption requests received by the Manager after 4:00 p.m. (Toronto time) wil be effected on the next Valuation Day. Units may not be redeemed during the Black-Out Period. The Manager shall notify the Trustee of redemptions in suffcient time for the Trustee to pay the redemption price within a reasonable period of time after the relevant Valuation Day. The right of unitholders to redeem their Units is contained in the Trust Agreement. See "Net Asset Value Calculation". The Manager will be authorized to redeem all Units purchased by a unitholder on an instalment basis if that unitholder defaults in paying any instalment payment. See "Investing in Units of the Fund

• Instalment Purchases".

A redemption fee may be charged on Units redeemed if those Units were purchased subject to a redemption fee. See "Investing in Units of the Fund - Sales Charges". In addition, a redemption fee, payable to the Manager, equal to 5% of the net asset value of the redeemed Units will be charged to the unitholder if:. (i) Units are redeemed within 180 days of such Units having been acquired; and (ü) the Units are redeemed more than 180 days after the date of such Units having been acquired but were part of an Instalment Purchase and any of the instalment payments is unpaid. See "Investing in Units of the Fund - Instalment Purchases". Notwithstanding any other provision hereof, the Trustee may temporarily suspend the right of unitholders to redeem Units, and may postpone the date of payment of redemption proceeds (i) for any period when normal trading is suspended on any stock, options or other exchange or market within or outside Canada on which securities are listed and traded, or on which derivatives are traded, which represent more than 50% by value or Fund without allowance for liabilties, or (ii) with the consent of the Ontario Securities Commission. Any redemption request of a unitholder which has been deferred because of a suspension of redemptions of the Fund will be completed by the Trustee on the first Valuation Day underlying market exposure of the total assets of the

following the termnation of the suspension unless earlier withdrawn by the unitholder. i

UNITS OF THE FUND
The Fund is authorized to issue Units of one class representing an equal and ratable share in the assets of the Fund without distinction, preference or priority. All Units have equal voting, distribution and other rights and may only be issued as fully-paid and non-assessable upon receipt of the full consideration for which they are to be issued. The Manager may, at any time, direct the registrar and transfer agent to sub-divide or consolidate all Units outstanding. Fractions of Units may be issued. No certificates representing Units shall be issued by the Manager or the Trustee, except upon request by the unitho1der.

The rights of unitho1ders of the Fund are contained in the Declaration of Trust which may be modifed, amended or varied only in accordance with the provisions contained in the Declaration of Trust. Units are transferable on the register only by a registered unitho1der or his legal representative, subject to compliance with securities laws. Unitho1ders are entitled to redeem their Units, subject to the Manager's right to suspend the right of redemption. See "Redemption of Units". CERTAIN INCOME TAX CONSIDERATIONS The following summar outlines certain income tax considerations under the Income Tax Act (Canada) (the "Tax Act") relevant to the Fund and to unitho1ders of the Fund who, for the purposes of the Tax Act, are resident in Canada, hold their Units as capital propert and deal with the Fund at arm's length. The tax consequences to a unitho1der of acquiring, owning and disposing of Units (including the tax treatment of any fees or other expenses

incurred by the unitholder in connection with an investment in Units) wil depend on many factors including whether the unitholder is an individual, corporation, trust or other entity, the unitho1der's province of residence and the manner and frequency in which Units are acquired and disposed of by the unitholder. Unitholders are urged to consult their own tax advisors regarding the tax treatment to them of acquiring, holding and disposing of Units in their particular circumstances, including the tax treatment of any fees or other expenses incurred by the unitholder. This outlne is not, and is not intended to be, tax advice to any particular unitholder.

The Fund intends to distribute to unitholders in each year its net income and net realized capital gains, if any, and wil deduct amounts in computing its income for purposes of the Tax Act, to such an extent that it wil not be liable in any year for income tax under Part I of the Tax Act. The Fund is required to compute its net income and net realized capital gains in Canadian dollars for purposes of the Tax Act and may, as a consequence, realize a foreign exchange gain or loss by virtue of changes in the value of any foreign currencies acquired or disposed of by the Fund, relative to the Canadian dollar. Unitholders of the Fund are generally required to include in their income for tax purposes for a particular year the amount (computed in Canadian dollars) of net income and net taxable capital gains, if any, paid or payable to them in the year and deducted by the Fund in computing its income, including such amounts reinvested in additional Units. To the extent that distributions by the Fund in any year exceed the net income and the net realized capital gains of the Fund for the year, such distributions wil generally be a return of capital and wil not be taxable but wil reduce the adjusted cost base of a unitholder's Units. Also, to the extent that the appropriate amount of

distnbutions is not deducted by the Fund in computing its income, such distnbutions wil not be taxable but will reduce the adjusted cost base of a unitholder's Units. However, the Fund anticipates that it wil generally deduct the appropnate amount of all distnbutions. The Fund intends to designate, to the extent permtted and in the manner required by the Tax Act, the portion of the net income distnbuted to unitholders as may reasonably be considered to consist of taxable dividends received by the Fund on shares of taxable Canadian corporations. Any such designated amount will be deemed for tax purposes to be a taxable dividend on the shares received by unitholders in the year and generaly wil be subject to the ordinar tax rules applicable to taxable dividends received from taxable Canadian corporations. Generally, unitholders of the Fund will be entitled to the benefit, if any, of a foreign tax credit ref~rable to foreign source income of the Fund distnbuted to the unitholders to the extent designated by the Fund. The taxble portion of net realzed capital gais of the Fund distnbuted to unitholders and designated by the Fund will be treated as taxable capital gains of the unitholders. The Fund intends to make such designations in respect of foreign source income and taxable capital gais to the extent permtted and in the manner required by the Tax Act. Upon the actual or deemed disposition of a Unit, including any redemption of a Unit by the Fund, a capital gai (or a capital loss) wil generally be realized to the extent that the proceeds of disposition of the Units

(computed in Canadian dollars) exceed (or are exceeded by) the aggregate of the adjusted cost base (computed in Canadian dollars) to the unitholder of the Unit and any costs of disposition (computed in Canadian dollars). The proportion of a capital gain to be included in a taxpayer's income is three-quarters. The Tax Act provides for an alternative miimum tax on individuals and certain trusts and estates. To compute income subject to the alternative miimum tax, vanous adjustments are made to the taxpayer's income including adjustments with respect to realized capital gains and taxable dividends received from taxable Canadian corporations. Accordingly, such income may affect the taxpayer's liabilty for alternative miimum tax. Unless and until the Fund qualifies as a mutual fund trust for the purposes of the Tax Act, Units of the Fund are not qualfied investments for trusts governed by a registered retirement savings plan, registered retirement income fund or deferred profit shanng plan. In addition, the Fund wil invest pnmanly in "foreign property", but wil not be subject to tax under Par XI of the Tax Act. A Unit wil constitute "foreign property" to a unitholder which is a registered pension plan or fund or registered investment. Such unitholders wil be required to make their own determination with respect to the applicabilty to them of tax in respect of excessive holdings of foreign property. REPORTING TO UNITHOLDERS The Manager wil furnish to each unitholder semi-annually a statement setting forth the Units held by each unitholder and any transactions by the unitholder for the preceding penod. Such statements will contain any amounts reinvested for the unitholder dunng the preceding penod, the number of additional Units purchased on behalf of the unit holder and the net asset value of a Unit determined on the immediately preceding Valuation Day. The fiscal year end of the Fund is December 31. Unitholders wil be sent unaudited semi-annual financial

statements within 60 days of June 30 and audited annual financial statements within 140 days of year end. DIRECTORS AND OFFICERS OF THE MANAGER The names and municipalities of residence of the directors and offcers of the Manager and the positions and offces held with the Manager are as follows:
Name and Municipality or Residence Position with the Manager MARK S. BONHAM. . . . . . . . . . . . Toronto, Ontano Director, Chairman, President and Chief Executive Offcer
JAMES L. MCGOVERN.........
Toronto, Ontano
Director and Executive Vice-President, Sales
STEPHEN J. GRIGGS. . . . . .. . . . .
Mississauga, Ontano
Director and Executive Vice-President, Chief Operating Offcer and Secretary* GARFIELD R. MITCHELL. . . . . . . Toronto, Ontano Director

Name and Municipality of Residence Position with the Manager ROBERT C. PILON. . . . . . . . . . . . . Director Wilowdale, Ontario FREDERICK F. DALLEY ........ Executive Vice-President, Portfolio Management

Toronto, Ontaro
STEVEN MISENER. . . . . . . . . . . . . Senior Vice-President, Portfolio Management* Toronto, Ontaro MICHAEL LABANOWICH ....... Vice-President, Portfolio Management*

Toronto, Ontaro
JOHN A. COOK . . . . . . . . . . . . . . . Vice-President, Sales Toronto, Ontaro
DAVID W. ENNS..............
Vice-President, Sales*

Vancouver, British Columbia
DAVID B. SHEEDY ............
Vice-President, Sales*

Toronto, Ontaro
PETER TSAFATINOS ...........
Vice-President, Sales*

Toronto, Ontaro
J. BRIAN SHEEDy.... ..... . ... Chief Financial Offcer* Toronto, Ontario JOANNA T. LICZYK Vice-President and Controller* Toronto, Ontaro

• Subject to regulatory approvaL.

The principal occupation of each director and offcer for the last five years is as follows: Mark S. Bonham has held his position with the Manager and has concurrently held the position of President of BPI Financial Corporation or its predecessor (the parent corporation of the Manager). James L. McGovern has held his position with the Manager and has concurrently held the position of Executive Vice-President, Sales of BPI Financial Corporation or its predecessor. Stephen J. Griggs has been employed by the Manager since September i, 1994, prior to which he practised law with the law firm of Smith, Lyons, Torrance, Stevenson & Mayer. Garfield R. Mitchell has been employed by George Weston Limited or Wittington Investments, Limited (investment companies) since November, 1991 providing research and advice on charitable giving and special projects and is currently Vice-President, Community Projects, prior to which he was an Associate with the law firm of DelZotto, Zorzi. Robert C. Pilon is in the entertainment industry and was, prior to February 1995, associated with Live

Entertainment Corporation of Canada, prior to October 1992 he was associated with Mirvish Productions and, prior to January 1991 he was an administrator of Enterprise H.R.P. Inc. and an offcer of Les Immeubles H. Pilon Inc. (both of which are commercial real estate development and leasing companies). Frederick F. Dalley has been employed by the Manager since January, 1991, prior to which he was employed in the investment business with Bums Fry Limited. Steven E. Misener has been employed by the Manager since August 8, 1994, prior to which he was Vice-President, Canadian Equities with the investment management firm Canagex Associates Inc. and prior to June 14, 1993 was Senior Portfolio Manager of Pension Equities for The Co-Operators Investment Counsellng Ltd., a subsidiar of The Co-Operators Insurance Group. Michael Labanowich has been an employee of the

Manager since July 4, 1994, prior to which he was a fixed income trading offcer with the investment firm Nesbitt Thomson Inc. John A. Cook has been an employee of the Manager since March, 1992, prior to which he was a commercial leasing agent with J.J. Barnicke Limited. David W. Enns has been an employee of the Manager since January 1, 1995, prior to which he was Vice-President, Sales at United Financial Services Management Ltd. (a mutual fund management company). David B. Sheedy has been an employee of the Manager since August 1, 1993, prior to which he was a foreign exchange dealer in the treasury of Swiss Bank Corporation of Canada, prior to February 1991 he was division manager of Auto Mart Magazine Ltd. (a classified magazine publishing company), and prior to May 1990 he was a sales representative of Cable & Wireless Canada (a telecommunications equipment and systems distributor). Peter Tsafatinos has been an employee of the Manager since June 30, 1994, prior to which

he was a Regional Sales Manager with Bolton Tremblay Funds Inc. (a mutual fund management company which amalgamated with the Manager on June 30, 1994) and prior to January 1, 1993 was a Corporate Banking Manager with The Bank of Nova Scotia. J. Brian Sheedy has been an employee of the Manager since Februar 1, 1995, prior to which he was a parner of the accounting firm Deloitte & Touche. Joanna T. Liczyk has been an employee of the Manager since June 30, 1994, prior to which she was the Vice-President and Controller of Bolton Tremblay Funds Inc. (a mutual fund management company which amalgamated with the Manager on June 30, 1994) and prior to November 22, 1993 she was a General Practice Audit Manager with the accounting firm Coopers & Lybrand. AMENDMENT OF THE DECLARATION OF TRUST AND TERMINATION OF TH FUND The Manager and the Trustee may amend the Declaration of Trust at any time, without notice to unitholders, if such amendment is necessar or desirable to bring the Declaration of Trust into conformty with any law, regulation or policy requirement applicable to the Fund, to faciltate the administration of the Fund, to safeguard the interest of unitholders, or to correct any ambiguity, error or omission in the Declaration of Trust. Any amendment which canot be made in accordance with the above may be made, at any time, by the Manager and the Trustee to take effect after not less than 60 days' written notice of such amendment to the unitholders, or with the consent of unitholders as provided for in the Declaration of Trust. The Fund and the Trust may be termated on the occurrence of certain events stipulated in the Declaration of Trust. The Manager may resign as manager of the Fund and if no successor is appointed the Fund wil be termated. On termination of the Fund, the Trustee wil distribute the assets of the Fund in cash or in kind in accordance with the Declaration of Trust. MATERIA CONTRACTS

Except for the Declaration of Trust, the Management Agreement and the custodian agreement which are referred to in this Offering Memorandum, no material contract has been entered into by or on behalf of the Fund. A copy of the Declaration of Trust, the Management Agreement and the custodian agreement may be inspected at the offce of the Manager during normal business hours. To the extent there is any inconsistency or conflct between the Declaration of Trust, the Management Agreement or the custodian agreement and this Offering Memorandum, the provisions of the Declaration of Trust, the Management Agreement or the custodian agreement, as the case may be, shall prevail. PROMOTER The Manager may be said to be the promoter of the Fund, having taken the initiative in its establishment. REGISTRAR AND TRANSFER AGENT The registrar and transfer agent of the Units is BPI Capital, 161 Bay Street, Suite 3900, Toronto, Ontario M5J 2S1. The Unit transfer registers of the Funds wil be kept by BPI Capital at its principal offce in Toronto. CUSTODIA The custodian of the assets of the Fund is Toronto-Dominion Bank, 55 King Street West, Toronto, Ontario M5K lA2 pursuant to a custodian agreement dated as of March 31, 1995. AUDITORS The auditors of the Fund are Coopers & Lybrand, 145 King Street West, Toronto, Ontario M5H 1 V8.

CONTRACTUAL RIGHTS OF ACTION
Securities legislation in the Offering Provinces provides that purchasers of Units pursuant to this Offering Memorandum must be granted a contractual right of action for rescission or damages if this Initial Offering Memorandum and any amendment to it contains a misrepresentation. Contractual rights of action for each of the Offering Provinces are described in Schedule "A" hereto.

CERTIFICATE OF ISSUER

Dated: AprilS, 1995

The foregoing Offering Memorandum contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is p.ecessary to prevent a statement that is made from being false or misleadig in the circumstances in which it was made and does not omit to state a material fact that is necessary to be stated in order for the statement not to be misleading. BPI CAPITAL MANAGEMENT CORPORATION as Manager and Trustee of the Fund (Signed) MARK S. BONHAM (Signed) J. BRIAN SHEEDY Chairan of the Board, President and Chief Financial Offcer Chief Executive Offcer On behalf of the Board of Directors (Signed) JAMES L. MCGOVERN (Signed) STEPHEN J. GRIGGS Director Director CERTIFICATE OF PROMOTER Dated: AprilS, 1995 The foregoing Offerig Memorandum contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessar to make a statement not misleading in light of the circumstances in which it was made. BPI CAPITAL MANAGEMENT CORPORATION as Promoter of the Fund (Signed) MARK S. BONHAM (Signed) STEPHEN J. GRIGGS

SCHEDULE "A"
PURCHERS' CONTRACTUAL RIGHTS OF ACTION
Securities legislation in certai of the provinces of Canada provides purchasers or requires purchasers to be provided with a remedy for rescission. or damages where an offering memorandum and any amendment to it contains a Misrepresentation. As used herein, "Misrepresentation" means an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessar to make any statement in the Offerig Memorandum not misleadig in light of the circumstances in which it was made. These remedies, or notice with respect thereto, must be exercised, or delivered, as the case may be, by the purchaser within the time limit . prescribed by the applicable securities legislation. Each purchaser should refer to provisions of the applicable securities legislation for the pariculars of these rights or consult with a legal advisor.

Rights for Purchasers in Ontario and British Columbia In the event that this Offerig Memorandum, together with any amendments hereto used in connection herewith, delivered to a purchaser of Units resident in Ontario or British Columbia contains a Misrepresentation and it was a Misrepresentation at the time of purchase of Units by such purchaser, the purchaser wil be deemed to have relied upon the Misrepresentation and wil, as provided below, have a right of action agaist the Fund for damages or, while stil the owner of the Units purchased by that purchaser, for rescission, in which case, if the purchaser

elects to exercise the right of rescission, the purchaser will have no right of action for damages against the Fund, provided that:
(a) the right of action for rescission or damages wil be exercisable by a purchaser resident in Ontario or

British Columbia only if the purchaser gives notice to the Fund, not later than 90 days after the date on which the payment is made for the Units, that the purchaser is exercising this right; (b) the Fund will not be liable if it proves that the purchaser purchased the Units with knowledge of the Misrepresentation; (c) in the case of an action for damages, the Fund wil not be liable for all or any portion of the damages that

it proves does not represent the depreciation in value of the, Units as a result of the Misrepresentation relied upon; and (d) in no case wil the amount recoverable in any action exceed the price at which the Units were sold to the

purchaser.
Rights for Purchasers in Alberta
In Alberta, every purchaser of Units pursuant to this Offering Memorandum shall have a right of action for damages and/or rescission against the Fund if this Offering Memorandum or any amendment thereto contains a Misrepresentation. In Alberta, no action shall be commenced to enforce a contractual right of action unless the right is exercised:
(a) in the case of rescission, on notice given to the Fund not later than iso days; or

(b) in the case of damages, on notice given to the Fund not later than one year,

from the date of the transaction that gave rise to the cause of action.
Rights for Purchasers in Saskatchewan
In the event that this Offering Memorandum and any amendment hereto or advertising or sales literature used in connection therewith delivered to a purchaser of Units resident in Saskatchewan contains a Misrepresentation and it was a Misrepresentation at the time of purchase of the Units, the purchaser wil be deemed to have relied upon that Misrepresentation and wil have a right of action for damages against the Fund and the seller of the Units or may elect to exercise a right of rescission against the Fund and the seller of the Units, in which case he has no right of action for damages, provided that:
(a) no person or company is liable where the person or company proves that the purchaser purchased the

Units with knowledge of the Misrepresentation; is

(b) no person or company, other than the Fund, is liable with respect to this Offenng Memorandum, an amendment to this Offenng Memorandum or advertising or sales literature used in connectioIt with a distribution or trade of the Units pursuant to an exemption contaied in The Securities Act, 1988 (Saskatchewan) unless that person or company: (i) failed to conduct a reasonable investigation suffcient to provide reasonable grounds for a belief that there had been no Misrepresentation; or (ii) believed there had been a Misrepresentation; and (c) in an action for damages, the defendant is not liable for all or any portion of the damages that it proves does not represent the depreciation in the value of the Units as a result of the Misrepresentation;

but no action shal be commenced to enforce these rights more than:
( a) in the case of an action for rescission, 180 days after the date of the transaction that gave rise to the cause'

of action; or
(b) in the case of any action, other than an action for rescission, the earlier of 180 days after the purchaser

first had knowledge of the facts givig rise to the cause of action or three years after the date of the transaction that gave rise to the cause of action. Rights for Purchasers in Manitoba Pursuant to The Securites Act (Manitoba), purchasers of Units:
(a) will not be bound by a contract for the purchase of Units if the person or company from whom the Units was purchased or his agent receives written or telegraphic notice evidencing the purchaser's intention not to be bound not later than midnight on the second business day after receipt or deemed receipt by the purchaser or his agent of this Offering Memorandum or any amendments thereto; and (b) has the right to rescind a contract for the purchase of the Units, while stil the owner thereof, if this

Offenng Memorandum and any amendment thereto, as of the date of receipt or deemed receipt, contains an untrue statement of a material fact or omits to state a material fact necessary in order to make any statement contained therein not misleading in the light of the circumstances in which it was made, but no action to enforce this right may be commenced by a purchaser after the expiration of the later of 180 days from the date of receipt or deemed receipt of this Offering Memorandum or any amendment thereto by the purchaser or the agent of the purchaser, or the date of the contract for the purchase of the Units. In the event that this Offenng Memorandum or any amendment thereto contains an untrue statement of a material fact or omits to state a material fact necessary in order to make any statement contained therein not misleading in the light of the circumstances in which it was made, a purchaser also has a right of action for damages against every person or company who signed this Offering Memorandum and any amendment thereto as required by The Securities Act (Manitoba) and against every director who, on the date this Offering Memorandum or any amendment thereto was signed, was a director of each such person or company for any loss or damage that the purchaser has sustained as a result of the purchase of the security, unless it is proved:
(a) that this Offering Memorandum or any amendment thereto was delivered to prospective purchasers of the security without the director's knowledge or consent; (b) that, after the delivery of this Offering Memorandum or any amendment thereto to the purchaser and before the purchase of the security by the purchaser, on becoming aware of any false statement in this Offering Memorandum or any amendment thereto, the director withdrew his consent to the delivery of this Offering Memorandum or any amendment thereto to prospective purchasers and gave reasonable public notice of such withdrawal and of the reason therefor; (c) that, with respect to every false statement, the director had reasonable grounds to believe and did believe

that the statement was true;
(d) that where a false statement was that of an expert, the director had no reasonable grounds to believe that

the expert who made the statement in this Offering Memorandum or any amendment thereto or whose report or valuation was produced or fairly summarized therein was not competent to make such statement, valuation or report; or

(e) that, with respect to every false statement purporting to be a statement made by an offcial person or

contaied in what purports to be a copy of or extract from a public offcial document, it was a correct and fair representation of the statement or copy of or extract from the document, but no action to enforce these rights of action for damages against the signatories of this Offerig Memorandum or any of their directors may be commenced by a purchaser after the expiration of the later of one year from the date of receipt or deemed receipt òf this Offering Memorandum or any amendment thereto by the purchaser or the agent of t4e purchaser or the date of the contract for the purchase of the security. General The foregoing summares are subject to the express provisions of the Securities Act (Ontario), The Securites Act (Mantoba), The Securities Act, 1988 (Saskatchewan), the Securities Act (Alberta) and the Securities Act (British Columbia) and the regulations and policy statements thereunder and reference is made thereto for the complete text of such provisions. The rights of action described herein are in addition to and without derogation from any other right or remedy that the purchaser may have at law.

2-8 .
SECURms REGULTION ,i
::j
..~ B.C. Reg. 270/86, as amend by B.C. Regs. 24/87,- 94/88; 245/88; 305/88; 306/88; 307/88; 378/88; 66/89; 163/89; 316/89; 134/91; ~ 130/92; 39/94
PART 1
INRPETATION

Interpretation
Ii

1. In ths reguation
   "Act" mean the SeclLritie Act, S.B.C. 1985, c. 83;

"auditor" meas a persn who is qu.ed under setion 4(4.1) to make an /, auditor's report refer to in setion 4(4);

(S. 1 "auditor" en. B.~C~ Re_ 316189,.s. ,1,l

"debt secUrty mea a bond, debentm, note or simiar instent representi

indebtedness, whether seed or uned; ,

(S. i "exchange isuer and tLgovemwent incentive securty repeed B.C. Reg. ~ 305/88, s. l(a),) , , '-j "industral issuer" includes an issuer designate by the supei1tendent as an ;~ industral issuer; .

"investment issuer mean an Î$suer whose principal business is or wi be the acquisition of or investment in seeties and includes an isuer that iSsues any of the following:
(a) investment ceitcate¡
, '
, (b) savings certficate; ii
(c) savigs contrp,ct;
(d) investie~t contrct; .'!
(e) other simiar secties;
(S. 1 "investent issuer" am. B.C_ Re. 305188, s. l(b).l "natu reoure issuer" mean a mig, gas, oil Or exloration isser desigIated by the supetendent as a natu reour issuer. .

"sophiticate purchaser" mea a purhar who
J (a) in connection with a ditrbution of a securty makes the acknowledgment and gives the undert refer to in setio~and

(b) by viué of hi net wort and ínvestrent experience or his consultation with or advice from a persn who is not. an inider of the issuer" but who is a regsted adVÏ or a retered deaer, is able to evaluate the prospective investment on the bas of inormation repecting the investment provided by

the isuer;
"spouse" includes a man or woman not mared to a person but who is living with that person and has lived with that person as husband or wife for a period of not less than 6 month. (S. 1 "sophisticated purhaser" and "spouse" en. B.C. Reg. 305/88, s. l(e)_) Fice issuer defied
2. (1) In subsec.tioIl (2) "issuer" includes its subsidiares and afate. ';.:
.~;!
(2) Subject to subsecon (3), in tlus reation "fince issuer" mea an issuer (a) who, as a materi par otits busines activities, (i) acquies or discounts acceptances, accounts receivable, bils of sale,

chattl mortages, conditional saes cóntrcts, dr and promíssory notes and other obligations representing par or al of the sales price of

merchandise or servces,
. .s:~
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(b) conta a right of acton agaìnst the issuer for rescssion or damages tlt (i is avaiable to a puraser to whom an offerig memoradum contan ing a misrepresntation has ben delvered, (n) is enforceable Ðn notice being given to the iser not later th 90 days

afr the date

(A) on which payent was made for th seurties, or

(B) on whìch the initial payment was made for the seties, where payents subsquent to the initial payment are made under a contrct commitment entere into prior to, Or concurntly with, the inti payment, , , (il) reasonably corrponds to the rights provided in setion 114 of the Act applicable to a prospec, (iv) is subjec to the defence tht the purasr had knwle4ge of the, nireprentatîon, a,nd

(v) is in ~ddîtion to an not in dergati()n frm any otèr right the pur-' chaSr may have, and (c) be in the reuire form. ' (S. 126 am. B.C. Re. 316/89, s. 7.J 'Xe reuied fo~ ,i~ Form 43 with repect to an offering memoradun ,requied

under s. 552)(4) of the Act or s. 117(a), (b) or (î) of the Retion. For 9fferi

memoråda under the îigrnt invetor progr Form 43A sets oùt that the

. offeri,meioradum IiU$ be in.the form requi by the Federa and Prvici

Imtion deparents. Se BOR 89/10 "In the mattr ,of the Reuied Form of Offeri.~emorandum;'1 and NI 89/32, ."Reuid Form. of Offenng Memorandum".' . Disb~tion though advertent
127. Wher a persn adver in connection with a ditrbution of a sety under seon 55(2)(4) of the Act the peron sh delver to each purchaSer an offering

memorandum IIî t'ompllnce with section 126. '

Notice b)l contrl peron
129. (1) A notice of intention to sell and declaration in connection with a ditribu- "
tion under section 117(c) or (d) sha be
(a) in the requied form,

(b) certied as follows:

"The seller for whose accunt the securties to wluch th certcate relates

. are to be sold hereby represents that he has no knowledge of anymatertaJ ch~nge that hå occuId in the affai of the Í5er of the seurties 'which

has not been generaly disclosed and reportd to the Commion, nor has he any knowledge of any oter material adverse information in regard to the current and.,prospective operations of the issuer which have ~not .been

generally disclosed.", i TnaJiaigqiJaJ~N 006£ Cf'9 f'09Q, £ T: 60 S6/0;:/ £0

--
Forms 20-20A
3- 133
,~.~: I, the undersigned hereby certes tht the statements made in this report are tre and

corr. ...;;,
~li. DATED at ths day of , 19 _ .
1'1/ Name of Issuer
~,
~. Per:
Signatur of authorized signato
';1:'
~'~ . Name and offce of authorized signtory
¡t,
=i IT is AN OFFENCE FOR A PERSN TO MA A STATEMENT IN A DOCUNT .' ~...
,~ . REQUID TO BE FILD OR FtHED UNER'l SECUIES ACT THT, "t:,," ,- " AT THE TIM AN IN TH LIGHT OF CmCUM'lANCES UNER WICH IT is MAE, is A MISREPRENATION.

INSTRUCTlONS:

..~'01
:~r~~

1. In answer to item 8, it is not nec to include payments for servce inciden￾ta to the distrbution such as clerca, prti. lega or accounting servce.
2. If the dibution was under seon 117(a). (b) or (i) of th Reguation or if the filing of ths report was red under an Qrder ised under seon 59 of the , ' Act, the Iser, at the tie of tiin ths report, must fie the completed under-

tang and ackowledgement of the puras of the setîes re by

seon 128 of the Retion. The requid form is Form 20A

: '1:' 3. If the space provided for any iawer is insufcient, additiona sheets may be use. Each sheet must becr$S reference to the reevant item, properly iden ..:1. tifed and sied by the pen whose $itu appear on the report
4. File this report with the reqUÎ fee and completed Fee Chect. In order to determne the f~ payable, const seón 183 of the Reation. Cheques should ! be made payable to the ~r of
Finace". .
,Thi is the. foI1 re under. seon 128 'of ,the Seurties Reguation or, where '~"k~' requied, under an order isued under seon 69 of the Securties Act. Ii FORM 20A

Securties Act
. ;
.¥ ACKOWLGEMNT AN UNERTAKG
'.. ..~/'

L The undersigned,
(the "Prchaser", (Name of the Puichasr) purchase from (the "Issuer") the Issuer) r 'f..,~..,' (Name of

...- .~ ¡ ! . I-':'~:;" (the "Securities")
(Number and description ofsecritiesl

of the Issuer on
(Date of ditrbutin)

2. The Puchaser acknowledges that he is the benefici owner of the Seties.
3. If the Securties Were ised tQ the Purhaser under section 117(a) of the . J
   Securties Reguation, :S.C. Re. 270/86" (the "Retion"). by circlig (a), (b) or ! (c) and underli the applicable relationship, the Purchaser acknowledges that:
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(a) the Purchase is by virte of his net wort and investment experience or

his con:tation with or advice frm a persn who is not an insider of the~, Issuer, but who is a regitered advier or a registed dealer, is able to evaluate, the propecti..e investment on the. bass of inormation repecting the investment provided by the Issuerj (b) the Purcaser is a spouse, parent, brother, site or child (If a. senor offcer or diector of the Issuer, or of an afiate of the Issuer; or (c) the Puchaser Ì$ a company, all the votig secuties of which are benefi. :~ ciy owned by One or more of a spouse, parnt, brother, sister or child of a senir offcer or diector of the Issuer, Or of an affliate of the Issuer.

4. If the secrities wer issued to the Puchaser under section 117(b) of the Rea￾tion, the Purcaser, by cilig ths ite 4, acknowledges tht by virtue ofhî net

wort an investment exrience or hi consultation with or advice frm a person who is not an inSider of the Issuer, but who is a reg ad~ser o1'a regtered

dealer, he is able to evaluate the prospective investm~t on the, basis of infor￾mation respecting the investment provided by the Isser.

5. If the Secties were issued to the Purclaser under section 117(i) of
   the Regua tion, by circling (a) or (b) and uiirlining the applicable reationship, the Pur￾chasr ackowledges tht:

(a) the. Puaser is a spouse, parent, brother, 6Ister~ chd or a close perona

frend or a senor offcer Or- dictor of the Isser, or of an afate of the

Issuer; or
(b) the Purchasr is a company, al of the voting seties of which are

beneficialy owned by one or more of a spoue. part, brother, si.te, ehd

or close persona frend of a senior offcer Or diecr of the Isser, or of an

• afate of the Issuer.
  ... -

6. The Puaser furer ackowledges that as a result of the Securties being
   distributed undei- an exemption frm the requiments of Seetion 42 of the

Securities Act S.RC. 1985, c.83 (the "Act"):

(a) the Puasr is rescted frm using most of the civi remedes avaílable

under the Act and the Reguationj and
(b) the ,Purhasel- may n9t reeive information that would otherwe be re￾qud to be provided to the Purchaser under the Act and the Reation.
7. If the Puchaser is a compan, each of the underigned shareholders of the

Puchaser, being al the shareholders or the Company (the "Undersigned

Sh:¡reholders"), undertes not to effect a tranfer of benefici ownership of any

shares of the Purchaser, except to an Undersigned Shaolder or 'to the Pu. chaser, and not to permt the Puchaser to jssue additional shares of the Pur￾chaser, ~xcept to an Undersigned Shareholder, for 12 months frm the following date (circle appropriate provision):
(a) if the Issuer is not an exchange issuer, frm the later of the date of the

issue oÎthe Securities and the date the Issuer became :¡ reportg issuer; or

(b) if the Issuer is an exchane issuer, from the earlier of the- date of the issue of the Securities and the date a wrtten agreement c:onutting the Pur￾chaser to acquire the Securties, subject only to any required regulatory approval, has been exeeuted by all parties to the agreement. II 900/S00 Il i TnaJia~iJaJ~N 006L CV9 v09Q. ST: 60 S6/0ZL LO I

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Form 20A 3-135
The undersigned hereby certfies that the sttenients made in ths report are true and correct. I ¡, ~ DATED at tls day of ,19_ I $. l£'. i ..:
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~. Signtur of the Purchaser
'f or, if the Puaser is a

company, sìgnature of

authoried signtory

. Name of
Purcer; or if
'te
Pu is a company, name an ofce of authonzed

sigtory
,
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:~ Addrss of
~
~, the Purchaser
IT is AN OFlrNCE FOR A :PERSON TO MA A STATEMENT IN A DOCUNT REQUID TO BE FILD OR FURNiSHED UNER THE SECURTIES Aat THT, AT TH TIM AN IN THE LIGHT OF CIRCUSTANCES UNDER WlCH IT is , MAE, is A MISREPRESENTATioN. ' . .t ¡ I IT the Undertking in item 7 is applicable, the signture of al shareholders of the Puhaser are require: L ~ i ~:. ~ 2' Retionship, ü'any, of lI ~, sholder to senior ¡,Iii offcer or ditor or the t Iser or afate of the t lser ¡ d ! ¡. H ¡, ; f f, . F Sigature ~ '7 ¡ ': I' Name l 'Ii.! , " '1 .r Signature , i ~, ;.1 i ~ :
Name, ~
Signatue
I Name
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INVSTMENT ADVISORY AGREEMENT

THIS AGREEMENT, made as of the 31st day of
March, 1995, by and between
BPI CAPITAL MAAGEMENT CORPORATION (hereinafter called the "Company") and LAZAR FRÈRES ASSET MAAGEMENT (hereinafer called the "Advisor"). NOW, THEREFORE, for and in consideration of the premises and of the mutul covenants herein contaed, the paries hereby agree as follows:

1. Appointment and Status as Investment Advisor. The Company, in its capacity as

, Trustee and Manager of the BPI Global Opportties Fund (the "Fund") hereby appoints the Advisor to act as investI~J1t sub-advisor to the Fund, ón and subj ect to the terms and conditions below. The Advisor hereby accepts ths appointment and by its execution of ths Agreement the Advisor represents and warants that it is registered as an investment advisor under the Investment Advisers Act of 1940 (United States of America). The Advisor acknowledges that it is a fiduciar ofthe Fund and assumes the duties, responsibilties and obligations ofa fiduciar.
2. Services. The Advisor shall be responsible for the investment and reinvestment of

those assets of the Fund as are designated by the Company as subject to the Advisor's management (which assets, together with all additions, substitutions and alterations thereto are hereinafter called the "Assets"). The Company hereby delegates to the Advisor all of its powers, duties and responsibilties with regard to such investment and reinvestment and hereby appoints the Advisor as the Company's agent in fact with ful authority to buy, sell or otherwse effect investment transactions involving the Assets in the Company's name and for the Company's account provided that the Company may, in its discretion, requie that the Advisor review with the Company, in advance, purchases and dispositions proposed to be made with respect to the Assets and obtain the Company's consent to such transactions. These powers, duties and responsibilties shall be exercised exclusively by the Advisor in accordance with the terms of this Agreement and Schedule F of the Investment Management Brochure referred to in paragraph 19, as amended from time to time, the provisions of which are incorporated herein by reference as if fully set forth. In deciding on a proper investment of the Assets, the Advisor shall invest in accordance with the Fund's investment objectives, policies, and restrctions as communcated in writing to the Advisor by the Company from time to time, including the Fund's investment objective and its investment strategies as set fort from time to time in any document under which the unts of the Fund are offered, the Declaration of Trust establishig the Fund and any amendments thereto from time to time, and applicable laws. The Advisor shall also invest having regard to the Fund's financial needs including its liquidity requirements. The Advisor shall have full power and authority to direct the "Custodian" (as defined below) in writing to exercise, personally or by general or by limited power of attorney, any right, including the right to vote, appurenant to any securitìes held by the Custodian at any time.

, A.

It is acknowledged that the investment strat~gies of the Fund will permt the Advisor to borrow money in the name of and on behalf of the Fund (whether through the creation of margin accounts with investment dealers and brokers or otherwse) and cause the Fund to enter into transactions which may expose the Fund to other liabilties, (whether though short sale programs or otherwse). The Advisor will use its reasonable best efforts to include in any agreement entered into in the name of and on behalf of the Fund, a provision to the effect that the thd par creditor of the Fund or other par that may have a claim against the Fund will be

restrcted to a clai agaist the Assets and will have no recourse agaist any untholder of the

Fund.
3. The Company shall authorize the Advisor to enter into curency hedging

arangements on behalf of the Fund from time to time by executing and deliverig the form of

authorization attched hereto as Exhbit A.
4. Custodian. The Assets shall be held by a custodian (the "Custodian"., which term

shall include any sub-custodian that may be appointed), duly appointed by the Company and the Advisor is authorized to give instrctions to the Custodian with respect to all investment

decisions regarding the Assets. The Advisor shall not propose or effect transactions uness it has ensured that suffcient investments and monies are deposited with the Custodian to effect the transactions.
5. Confidential Information. All information regarding the operations and

investments ofthe Fund shall be regarded as confdential by the Advisor; provided, however, that the Advisor may include the name of the Fund on any listing of representative clients and the pedormance of the Fund may be included in any composite of the Advisor's pedormance.
6. Standard of Care. The Advisor shall use its best judgment and shall exercise its

powers and authorities under this Agreement and car out its duties and obligations under ths Agreement honestly, in good faith and with a view to the best interests of the Fund and that, in connection therewith, it shall exercise that degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
6. Liabilties of the Advisor and the Company. The Advisor acting in good faith

shall not be liable for any action, omission, information or recommendation in connection with this Agreement or investment of the Assets, except in the case of the Advisor's actual misconduct or wilful violation of this Agreement or any applicable law, provided, however, that ths limitation shall not act to relieve the Advisor from any responsibilty or liabilty for any responsibilty, obligation or duty which the Advisor may have under any federal securities acts.
8. Directions to the Advisor. All directions by or on behalf of the Company to the

Advisor shall be in writing.

, .

The Advisor shall be fuly protected in relying upon any direction in accordance with the previous paragraph with respect to any instrction, direction or approval of the Company. The Advisor shall be fully protected in acting upon any instrent, certificate or paper believed by it, acting reasonably, to be genuine and to be signed or presented by the proper person or person, and the Advisor shall be under no duty to make any investigation or inquiry as to any statement contaed in any such wrting but may accept the same as conclusive evidence of the trth and accuracy of the statements therein contaed.
9. Accounting and Reports. The Advisor
shall fush the Company with quaerly investment reports showing the Assets and market value for each secUrty included in the Assets promptly afer the end of each calendar quaer and at such other ties as the Company may reasonably request. In addition, the Advisor shall provide to the Company all such assistace as the Company may reasonably require in order to permt the Company to complete the calculation of the net asset value of the Fund and the net asset value per unt of the Fund on each day which is a "Valuation Day" (as defined in the Declaration of Trust). The Company and its duly appointed representatives shall have access at all reasonable times to all books and records maintaned by the Advisor for the Fund. The Advisor agrees that all books and records which it maitains for the Fund are the propert of the Fund and that it will surender any of such books and records to the Company promptly upon the Company's request, though the Advisor may keep copies of such books and records for its own internal puroses.
10. Compensation. The Advisor's fees for services provided in accordance with the
terms of the Agreement shall be calculated quaerly at a rate of 1/4 of 0.75% on the net asset value of the Fund calculated as of the last Valuation Day of each calendar quaer provided that in respect of any period where the Advisor has not served as Advisor for the full calendar quarer, such fee shall be pro rated based upon the number of days of the calendar quarer (based upon a 91 day calendar quarer) that the Advisor has so served. In respect of the first two months of a calendar quarer, the Company shall pay to the Advisor on the last day of business of each such month, one-third of the Company's reasonable estimate of the amount which shall be so payable at the end of that calendar quarer and an adjusting payment shall be made at the end of the calendar quarer so that the total payments made for that period correspond to the

compensation provided for above.
11. Resignation or Removal of the Advisor. At any time followig March 31, 1996,

the Advisor may be removed by the Company or may resign upon not less than three months' notice in wrting. This Agreement may be terminated by either par upon the occurence of a material breach by the other such par or if the other par shall cease to car on business,

become banpt or insolvent, resolve to wind-up or liquidate or if a receiver of any of the assets of the other par is appointed. On the effective.date of the removal or resignation of the Advisor or as close to such date as is reasonably possible, the Advisor shall provide the Company with a final report containing the same information as provided in a quarerly investment report described in paragraph 8 and the Advisor shall forthwith deliver to the Company all records, documents and books of account, and all materials and supplies relating to the Assets or the Fund

. ;a
, . which are in the possession or control of the Advisor and relate directly or indirectly to the performance by the Advisor of its obligations under ths Agreement.
12. Assignent, Changes in Organization of Advisor. Unless the Company expressly

consents thereto, any assignment (as defined in the Investment Advisers Act of 1940) by the Advisor of ths Agreement shall automatically termate ths Agreement. If the Advisor hereunder is converted into, merges or consolidates with or sells or transfers substantially all of its assets or business to another corporation, the resulting corporation or the corporation to which such sale or transfer has been made shall notify the Company of such sale or transfer and shall become the Advisor hereunder only if the Company specifically so consents in wrting.
13. Severabilty. Any term or provision of ths Agreement which is invalid or

unenforceable in any jursdiction shall, as to such jursdiction, be ineffective to the extent of such invalidity or unenforceabilty without rendering invalid or unenforceable the remainng terms or provisions of this Agreement or affecting the validity or enforceabilty of any of the terms or provisions of ths Agreement in any other jursdiction.
14. Ownership. The Company represents that it is the duly authorized manager of the
Assets and, as such has ful authority to delegate to the Advisor the duties provided for herein.

As of the date of ths Agreement, no offcer, director or controlling person of the Company is an officer, director or controllng person of any corporation whose securties are a par of the Assets. The Company fuher agrees not to make any changes in the Assets of the Fund designated by the Company as subject to the Advisor's management without notifying the Advisor and without having received the Advisor's wrtten acknowledgement of such notification.
15. Brokerage. The Company hereby delegates to the Advisor sole and exclusive
authority to designate the broker or brokers, including Lazd Frères & Co. LLC, though whom all purchases and sales on behalf of the Fund will be made. The Advisor will determine the rate or rates to be paid for brokerage services provided to the Fund subject to the requirement that securities are to be purchased through those brokers providing the best combination of price and execution.
16. Non-Exclusive Management. The Company understands that the Advisor wil
continue to fush investment mànagement and advisory services to others, and that the Advisor shall be at all times free, in its discretion, to make recommendations to others which may be the same as or may be different from those made to the Fund provided that, where the Manager proposes to make investment purchase or sale decisions for the Fund and other persons for whom it performs similar duties in respect of the same securities such investments or dispositions shall be effected on an equitable basis between the Fund and such other persons. The Company fuer understands that the Advisor, its affiliates, and any offcer, director, stockholder, employee or any member of their families mayor may not have an interest in the securities whose purchase and sale the Advisor may recommend. Actions with respect to securities of the same kind may be the same as or different from the action which the Advisor, or any of its affiiates, or any offcer, director, stockholder, employee or any member of their families, or other investors may take with respect thereto.

,f . '. . '.
The Advisor confirms that, except with the consent of the Company, it shall not, durg the term of ths Agreement or for a period of six months followig any termnation of ths Agreement, directly or indirectly, act as an investment advisor or portolio manager to any other retail mutul fud product of a simlar natue to the Fund and which is marketed principally to residents of Canada, where the investment objective for any such product is substantially similar to that of the Fund.
17. Confict of Interest. The Company agrees that the Advisor may refrain from

renderig any advice or services concerng securties of companes of which any of the Advisor's or afliates of the Advisor, offcers, directors, or employees are directors or offcers,

or companes for which the Advisor or any of the Advisor's afliates act as fiancial advisor or

in any capacity that the Advisor deems confdential, uness the Advisor determes in its sole discretion that it may be appropriate do so. The Advisor represents that it has established certin procedures regarding the non-disclosure of information, a copy of which has been delivered to the Company, ~d the Advisor agrees to follow such procedures.
18. Amendment. This Agreement may be amended at any time by action of the

Company and the Advisor in wrting.
19. Applicable Law. To the extent not inconsistent with applicable federal law, ths

Agreement shall be constred pursuant to, and shall be governed by, the laws of the State of New York.
20. Investment Management Brochure. The Company hereby acknowledges that it

has received from the Advisor a copy of the ADV Form, Par II, as curently filed, at least fort￾eight hours prior to entering into ths Agreement. IN WITNESS WHREOF, the paries hereto have caused this Agreement to be duly executed by their duly appointed officers on the day, month and year first above written. BPI CAPITAL MANAGEMENT CORPORATION / . Ie. J./ ,ii-1r . By: L1 /~ I Mark S. Bonham - President LAZAR FRÈRES ASSET MAAGEMENT . l' By: -:' ~. . ~

Attest

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EXHIBIT A
Addendum to Investment Advisory Agreement
Curency Hedging Authorization
Lazard Frères Asset Management

One Rockefeller Plaz

New York, New York 10020
Gentlemen:
BPI Capital Management Corporation, as trstee and manager of BPI Global Opportties Fund (the "Fund") hereby authorizes Lazard Frères Asset Management ("Lazd"), to enter into spot and forward contracts and related transactions, including swaps, with respect to foreign curencies and options on foreign curencies (collectively, the "Transactions") in the name of and on behalf of the Fund and, in connection therewith, authorizes Lazd to: (i)

exercise options purchased; (ii) make, direct or receive delivery of u.s. dollars and foreign

curencies; (ii) make, direct or receive payments, transfers or delivery of propert, including

collateral or margin; and (iv) engaged in any other activity related to the Transactions, all in accordance with terms and conditions applicable to such Transactions, provided that, in all cases, all assets of the Fund are to be held by a duly authorized custodian or subcustodian of the Fund and as a result Lazard shall not receive physical possession of any assets of the Fund. The Fund understands, acknowledges and agrees that such Transactions shall be entered into in the name of the Fund and for its account and risk, to the same extent and with the same force and effect as if the Fund had entered into such Transactions directly. The Fund hereby ratifies and confrms any and all Transactions heretofore or hereafter made by Lazd, and waives notification to itself of any of the Transactions and the delivery of any statements, notices or demands related thereto. This authorization is continuing and shall remain in full force and effect until two business days following receipt from the Fund of written or facsimile notice of the Fund's revocation thereof, but shall not affect any Transactions entered into prior to the effective date of such revocation. BPI Capital Management Corporation, Lazard Frères Asset Management as trustee and manager of BPI Global Opportunities Fund 'l~~Yv¡~l/J~t . ~~ j~.. '- ~__ Mark S. Bonham Managing Director President and Chief Executive Officer 17t~ /2 /71)

Date . () ) Date