Ontario Securities Commission Bulletin

Issue 29/39 - September 29, 2006

Ont. Sec. Bull. Issue 29/39

Table of Contents

Chapter 1 - Notices / News Releases

Notices

• Current Proceedings Before The Ontario Securities Commission

• CSA Staff Notice 52-316 - Certification Of Design Of Internal Control Over Financial Reporting

• Notice of Approval of Amendments to the Rules of the Toronto Stock Exchange Relating to the Adoption of Universal Market Integrity Rules

Notices from the Office of the Secretary

• Juniper Fund Management Corporation et al.

• Robert Patrick Zuk et al.

Chapter 2 - Decisions, Orders and Rulings

Decisions

• TD Asset Management Inc. et al. - MRRS Decision

• Aldeavision Inc. - MRRS Decision

• Shiningbank Energy Income Fund - MRRS Decision

• Atlas Cold Storage Income Trust and Eimskip Atlas Canada, Inc. - MRRS Decision

• Discovery Air Inc. - MRRS Decision

• Energy Split Corp. Inc. - MRRS Decision

• Bolivar Gold Corp. - MRRS Decision

• IPC Securities Corporation et al. - MRRS Decision

• Western Lakota Energy Services Inc. - MRRS Decision

• Mavrix Balanced Income and Growth Trust et al. - MRRS Decision

• Commonfund Securities, Inc. - s. 6.1(1) of MI 31-102 National Registration Database and s. 6.1 of Rule 13-502 Fees

Orders

• Juniper Fund Management Corporation et al. - s. 127(7)

• BG Funds Management Limited and Brompton Funds Management Limited - s. 213(3)(b) of the Loan and Trust Corporations Act

• SFK Pulp Fund et al. - s. 74

Chapter 4 - Cease Trading Orders

• Temporary, Permanent & Rescinding Issuer Cease Trading Orders

• Temporary, Permanent & Rescinding Management Cease Trading Orders

• Outstanding Management & Insider Cease Trading Orders

Chapter 8 - Notice of Exempt Financings

• Reports of Trades Submitted on Forms 45-106F1 and 45-501F1

Chapter 11 - IPOs, New Issues and Secondary Financings

Chapter 12 - Registrations

• Registrants

Chapter 13 - SRO Notices and Disciplinary Proceedings

• TSX Inc. Notice - Filing of Housekeeping Amendments to the Rules of the Toronto Stock Exchange Relating to the Adoption of Universal Market Integrity Rules

• CDS Rule Amendment Notice - Technical Amendments to CDS Procedures - New Exchange Procedures

• MFDA Sets Date for Lip Fee Chan Hearing in Toronto, Ontario

Dialogue with the OSC 2006

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Chapter 1 -- Notices / News Releases

Current Proceedings Before The Ontario Securities Commission

SEPTEMBER 29, 2006

CURRENT PROCEEDINGS

BEFORE

ONTARIO SECURITIES COMMISSION

Unless otherwise indicated in the date column, all hearings will take place at the following location:

The Harry S. Bray Hearing Room

Ontario Securities Commission

Cadillac Fairview Tower

Suite 1700, Box 55

20 Queen Street West

Toronto, Ontario

M5H 3S8

Late Mail depository on the 19^th Floor until 6:00 p.m.

THE COMMISSIONERS

SCHEDULED OSC HEARINGS

ADJOURNED SINE DIE

Global Privacy Management Trust and Robert Cranston

Andrew Keith Lech

S. B. McLaughlin

Livent Inc., Garth H. Drabinsky, Myron I. Gottlieb, Gordon Eckstein, Robert Topol

Andrew Stuart Netherwood Rankin

Philip Services Corp., Allen Fracassi**, Philip Fracassi**, Marvin Boughton**, Graham Hoey**, Colin Soule*, Robert Waxman and John Woodcroft**

* Settled November 25, 2005

** Settled March 3, 2006

Portus Alternative Asset Management Inc., Portus Asset Management Inc., Boaz Manor, Michael Mendelson, Michael Labanowich and John Ogg

John Daubney and Cheryl Littler

Maitland Capital Ltd., Allen Grossman, Hanouch Ulfan, Leonard Waddingham, Ron Garner, Gord Valde, Marianne Hyacinthe, Diana Cassidy, Ron Catone, Steven Lanys, Roger McKenzie, Tom Mezinski, William Rouse and Jason Snow

CSA Staff Notice 52-316 - Certification Of Design Of Internal Control Over Financial Reporting

CSA STAFF NOTICE 52-316

CERTIFICATION OF DESIGN OF INTERNAL CONTROL OVER FINANCIAL REPORTING

Purpose of notice

This notice communicates staff's views regarding the ability of the certifying officers of a reporting issuer to certify the design of the issuer's internal control over financial reporting (ICFR) as required by Multilateral Instrument 52-109 -- Certification of Disclosure in Issuers' Annual and Interim Filings (the Certification Instrument) if the certifying officers are aware of a weakness in the design of the issuer's ICFR.

Background

The Certification Instrument came into force in all CSA jurisdictions, except British Columbia and Quebec, on March 30, 2004. The Certification Instrument came into force in Quebec on June 30, 2005 and in British Columbia on September 19, 2005.

With limited exceptions, the Certification Instrument applies to all reporting issuers other than investment funds.{1}

The Certification Instrument requires a reporting issuer to file an annual certificate for each financial year ending after June 29, 2006 in Form 52-109F1 (the full annual certificate) without modification.{2} The full annual certificate requires the certifying officers to certify, among other things, that they have "designed ... internal control over financial reporting, or caused it to be designed under [their] supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP."

Issuers have asked us whether certifying officers can certify the design of ICFR if the certifying officers are aware of a weakness in the design that has not been remediated. We will address this issue in more detail in a proposed amended and restated version of the Certification Instrument that we intend to publish later this year{3}, but in the interim this notice responds to these inquiries.

Staff's views

We acknowledge that there are circumstances in which the certifying officers of a reporting issuer can conclude that they are able to certify that they have designed the issuer's ICFR as required by the full annual certificate even though the certifying officers have identified a weakness in the design. In our view, the certifying officers can certify the design of the issuer's ICFR if the issuer's disclosure about the identified weakness presents an accurate and complete picture of the condition of the design of the issuer's ICFR.

The Certification Instrument does not explicitly require the certifying officers to cause the issuer to disclose a weakness in the design of the issuer's ICFR but it does require the certifying officers to cause the issuer to disclose in the annual MD&A the certifying officers' conclusions about the effectiveness of the disclosure controls and procedures (DC&P){4}. In our view, the conclusions about the effectiveness of the DC&P should include disclosure of identified weaknesses in the DC&P.

Given the substantial overlap between the definitions of DC&P and ICFR, it is our view that the certifying officers therefore should cause the issuer to disclose in the annual MD&A the nature of any weakness in the design of the issuer's ICFR, the risks associated with the weakness and the issuer's plan, if any, to remediate the weakness. If no such plan exists, the issuer should consider disclosing its reasons for not planning to remediate the weakness.

Questions

Please refer your questions to any of the following individuals:

Ontario Securities Commission

British Columbia Securities Commission

Alberta Securities Commission

Manitoba Securities Commission

Autorité des marchés financiers

September 22, 2006

{1} See section 1.2 and Part 4 of the Certification Instrument.

{2} See sections 2.1 and 5.2(1) of the Certification Instrument.

{3} See Canadian Securities Administrators Notice 52-313 Status of Proposed Multilateral Instrument 52-111 Reporting on Internal Control over Financial Reporting and Proposed Amended and Restated Multilateral Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings.

{4} See Form 52-109F1 of the Certification Instrument.

Notice of Approval of Amendments to the Rules of the Toronto Stock Exchange Relating to the Adoption of Universal Market Integrity Rules

NOTICE OF APPROVAL OF

AMENDMENTS TO THE RULES OF THE

TORONTO STOCK EXCHANGE RELATING TO THE ADOPTION OF

UNIVERSAL MARKET INTEGRITY RULES

In November 2001, TSX Inc. (TSX) adopted certain amendments (Amendments) relating to the Universal Market Integrity Rules (UMIR) to be effective on the date determined by TSX that Market Regulation Services Inc. (RS) was to commence to be the regulation services provider for TSX. That date was determined to be April 1, 2002. The Amendments delete or vary the provisions of the Rules of the Toronto Stock Exchange, including its Policies, where the subject matter is covered by UMIR. The Amendments have now been filed with the Commission as "non-public interest" amendments and approved by the Commission pursuant to the Protocol for Commission Oversight of Toronto Stock Exchange Rule Proposals. A TSX Notice and the Amendments are being published in Chapter 13 of this Bulletin.

Juniper Fund Management Corporation et al.

FOR IMMEDIATE RELEASE

September 21, 2006

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, c. S.5, AS AMENDED

AND

IN THE MATTER OF

THE JUNIPER FUND MANAGEMENT CORPORATION,

JUNIPER INCOME FUND,

JUNIPER EQUITY GROWTH FUND AND

ROY BROWN (a.k.a. ROY BROWN-RODRIGUES)

TORONTO -- Following a hearing held today, the Commission issued an Order adjourning the hearing in the above noted matter to November 8, 2006 at 10:00 a.m. and extending the Temporary Order against the Respondents until November 8, 2006.

A copy of the Order is available at www.osc.gov.on.ca.

Robert Patrick Zuk et al.

FOR IMMEDIATE RELEASE

September 27, 2006

IN THE MATTER OF

THE SECURITIES ACT

R.S.O. 1990, c. S.5, AS AMENDED

- AND -

IN THE MATTER OF

ROBERT PATRICK ZUK, IVAN DJORDJEVIC,

MATTHEW NOAH COLEMAN, DANE ALAN WALTON,

DEREK REID and DANIEL DAVID DANZIG

TORONTO -- Staff of the Ontario Securities Commission filed an Amended Statement of Allegations in the above matter yesterday.

A copy of the Amended Statement of Allegations is available at www.osc.gov.on.ca

IN THE MATTER OF THE SECURITIES ACT

R.S.O. 1990, c.S.5, AS AMENDED

AND

ROBERT PATRICK ZUK, DANE ALAN WALTON

DEREK REID, IVAN DJORDJEVIC,

DANIEL DAVID DANZIG,

and MATTHEW NOAH COLEMAN

AMENDED STATEMENT OF ALLEGATIONS OF

STAFF OF THE ONTARIO SECURITIES COMMISSION

Staff of the Ontario Securities Commission ("Staff") make the following allegations:

I. Background

1. Visa Gold Explorations Inc. ("Visa Gold") is a reporting issuer involved in the recovery of underwater artefacts, which was listed on the Canadian Dealing Network ("CDN") on August 25, 1999. Visa Gold common shares traded over the counter and were quoted on the CDN until October 10, 2000, when Visa Gold shares began trading on the CDNX. Visa Gold shares continued to trade on the CDNX until December 19, 2002, when trading in Visa Gold's shares was suspended. Visa Gold shares were cease traded on May 28, 2003 and remain cease traded.

2. The respondent Robert Patrick Zuk ("Zuk") is a resident of Toronto, Ontario. He was an insider of Visa Gold by virtue of his direct and indirect share control which, at various times in the relevant period, exceeded 10% of the outstanding common shares of Visa Gold.

3. Dane Alan Walton ("Walton") is a trader who, at all material times, was employed by Taurus Capital Markets Limited. Walton is currently registered as a salesperson at Canaccord Capital Corporation, subject to the term and condition that he is restricted to trading by means of Computer Assisted Trading System (CATS) only.

4. The respondent Derek Reid ("Reid") is a registered representative and trader who, at all material times, was employed by Brant Securities Limited. Reid is currently registered as a salesperson at Union Securities Ltd.

5. The respondent Ivan Djordjevic ("Djordjevic") is a registered representative who, at all material times, was employed by Rampart Securities Inc. Djordjevic is currently registered as a salesperson with Desjardins Securities Inc.

6. The respondent Daniel David Danzig ("Danzig") is a registered representative who, at all material times, was employed by Yorkton Securities Inc. Danzig is currently registered as a salesperson at Desjardins Securities Inc.

7. The respondent Matthew Noah Coleman ("Coleman") is a registered representative who, at all material times, was employed by Dundee Securities Corporation. Coleman is currently registered as a salesperson with Desjardins Securities Inc.

8. Reid, Djordjevic, Coleman and Danzig will be referred to collectively as the "Registered Representatives". Reid and Walton will be referred to collectively as the "Traders".

II. Background of Visa Gold and of Zuk's Shareholding in Visa Gold

9. Visa Gold originated as a privately-held company. In February 1998, Visa Gold entered into a joint venture agreement with a Cuban state-owned entity to explore historic shipwrecks and recover artefacts within Cuba's territorial waters. In order to fund Visa Gold's obligations under the joint venture agreement, Visa Gold determined that the public markets should be accessed to raise capital. Visa Gold contacted Zuk and another individual to take Visa Gold public and, specifically, to raise funds to purchase and equip a salvage boat and to supply working capital needed to continue Visa Gold's exploration and recovery operations.

10. In order to take Visa Gold public, a reverse takeover (RTO) was effected by a company in which Zuk held a material interest.

11. Prior to the commencement of public trading of Visa Gold shares on or about August 25, 1999, Zuk controlled a substantial majority of the issued Visa Gold shares.

III. Zuk's Trading Activity in Visa Gold shares

12. In the period between August 1999 and November 2001, Zuk, through brokerage accounts over which he held and/or exercised trading authority, was an active trader in Visa Gold shares. In the relevant period, Zuk entered into hundreds of trades involving millions of shares of Visa Gold in those accounts on both the buy side of trades and the sell side of trades. Those trades (which were reported to the public on the CDN or CDNX), viewed individually and collectively, were designed to create, and did create, a misleading appearance as to the value of and market activity in Visa Gold's shares.

a. Brokerage Accounts used by Zuk

13. For his trading in Visa Gold shares, Zuk used at least 27 brokerage accounts at 11 brokerage houses in his own name and in the names of the following controlled companies over whose accounts Zuk held and exercised trading authority: Chinggis Capital Corporation Limited, 1125590 Ontario Inc. (also known as Del Mar Ventures Ltd.) and 1266447 Ontario Limited and Wilkinson International Ltd. (collectively, the "Zuk Companies"). In addition, Zuk held and exercised trading authority over at least 35 accounts at 8 brokerage houses in the names of the following nominee individuals and companies: Bruce Hodgman, 1402185 Ontario Inc., Redcap Management and Consulting, Lisa Laudenbach, ENT Management Inc., Christine Sheehan, The Winfield Group, Louise L'Abbe-Zuk, Paul Frustaglio, 1249443 Ontario Limited (also known as Lampar Capital) and Paul Viveiros and Wilkinson International Ltd. (collectively, the "Zuk Nominees"). Brokerage accounts held in the name of Zuk, the Zuk Companies and the Zuk Nominees will be referred to as the "Zuk Controlled Accounts".

b. Manipulative trading by Zuk

14. Zuk entered into numerous trades, which were reported on the public market via the CDN or CDNX, when he knew or ought to have known that the trades would or may create a misleading appearance as to the volume of trading in Visa Gold's common shares and as to the market price for those shares. Those misleading trades involved:

a. no change in beneficial ownership of the Visa Gold shares ("Wash Trades");

b. entering an order to buy or sell Visa Gold shares with knowledge that an offsetting order of substantially the same size and price has been or will be entered ("Match Trades");

c. prearranged trades with house inventory accounts at brokerage firms ("Prearranged Inventory Trades");

d. entering into trades at or near the end of the trading day which resulted in a higher closing price for Visa Gold shares ("High Close Trades"); and

e. entering into orders to buy or sell Visa Gold shares at a price higher than the last reported trade (the "Uptick Trades").

15. On 13 occasions, Zuk engaged in Wash Trades of Visa Gold shares between himself and the Zuk Companies. Seven of those trades were Uptick Trades and three of those trades were High Close Trades in Visa Gold shares.

16. Zuk also entered into 33 Match Trades among himself and the Zuk Nominees. Nine of those trades were Uptick Trades, and eight of those Trades were High Close Trades in Visa Gold shares.

17. In cooperation with Walton and Reid, Zuk also entered into trades of Visa Gold shares with firm inventory accounts at Taurus Capital Markets Limited and Brant Securities Limited. Those trades are more particularly described in paragraph 24 below.

18. The Zuk Controlled Accounts made more than 90 additional purchases of Visa Gold shares at prices higher than the last reported trade, exerting an upward pressure on the price of Visa Gold shares.

19. Zuk used various techniques to mask his trading activity including using nominee and controlled corporate accounts, using brokerage accounts at different firms, and failing to file complete and accurate insider trading reports. He also augmented his trading activity by securing a substantial number of shares from Visa Gold's treasury and depositing them into Zuk Controlled Accounts. Zuk's activities also included month-end transfers and/or trades of shares to cover debit balances in the various accounts over which he held and exercised trading authority, which were designed to eliminate compliance scrutiny of the trading in the various brokerage accounts that he controlled.

c. The Role of the Registered Representatives

20. The Registered Representatives were aware of the nature (as described in paragraphs 14 through 19 above) and level of Zuk's trading activities in Visa Gold shares, by acting as registered representatives in the accounts that Zuk used for his trading in Visa Gold shares. The Registered Representatives participated in or acquiesced in the misleading trading in the Zuk Controlled Accounts. Zuk Controlled Accounts were held with the Registered Representatives, as follows:

a. 10 11 brokerage accounts with Reid, in which approximately 10 million shares of Visa Gold were traded on the buy side of trades and 13 million shares of Visa Gold were traded on the sell side;

b. 8 brokerage accounts with Coleman, in which approximately 7 million shares of Visa Gold were traded on each of the buy and sell side;

c. 8 brokerage accounts with Djordjevic, in which approximately 2 million shares of Visa Gold were traded on the buy side of trades and 4 million shares of Visa Gold were traded on the sell side; and

d. 2 brokerage accounts with Danzig, in which approximately 300,000 shares of Visa Gold were traded on each of the buy and sell side.

21. The Registered Representatives were involved on behalf of either the buyer or the seller (or both) in substantially all of the Wash Trades and Match Trades involving the Zuk Controlled Accounts. Trades in which the Registered Representatives acted for both the buyer and the seller of the Visa Gold shares ("Cross Trades") were as follows:

a. Reid was involved in 17 Cross Trades and, of those trades, three were Match Trades among Zuk Controlled Accounts, one was a Wash Trade between Zuk Controlled Accounts, and six were High Close Trades;

b. Danzig was involved in 6 Cross Trades, 4 of which were Wash Trades between Zuk Controlled Accounts, one of which was an Uptick Trade and two of which were High Close Trades; and

c. Djordjevic was involved in 4 Cross Trades, one of which was an Uptick Trade, and three of which were High Close Trades in Visa Gold shares.

22. Each of the Registered Representatives were involved in Uptick Trading and High Close Trading on behalf of the Zuk Controlled Accounts.

23. Djordjevic was also the registered representative for Match Trades involving his family members, one of which was a High Close Trade in Visa Gold shares.

24. In respect of the Zuk Nominees, Djordjevic, Reid and Coleman acted on trading instructions from Zuk for accounts for which Zuk did not have trading authority and accepted trading instructions from Zuk Nominees with knowledge that their trading was being directed by Zuk.

d. The Role of the Traders

25. Reid and Walton were involved in buying Visa Gold shares from Zuk or selling Visa Gold shares to Zuk Controlled Accounts in prearranged trades on behalf of their firm's inventory accounts. In particular,

a. Walton supplied Visa Gold shares from his firm's inventory account for 23 Uptick Trades and 3 High Close Trades where Zuk Controlled Accounts were the purchasers. In addition, with Walton as trader, his firm's inventory account acted as purchaser on 11 Uptick Trades and 4 High Close Trades in Visa Gold shares, in trades primarily involving Zuk Controlled Accounts as the sellers of the shares.

b. on behalf of his firm's inventory account, Walton entered into 15 prearranged trades with Zuk Controlled Accounts, involving the purchase of Visa Gold shares from the inventory account and subsequent resale (often on the same day) of the shares to the inventory account, for a total profit of to the inventory account of $27,455.00. These prearranged trades typically accounted for the majority of the day's trading volume in Visa Gold's shares;

c. Reid supplied 500,000 Visa Gold shares from his firm's inventory account to a Zuk Nominee in a series of 5 associated trades;

d. Reid supplied Visa Gold stock from his firm's inventory account or bought Visa Gold shares as a trader on behalf of his firm's inventory account for 8 High Close Trades and 11 Uptick Trades involving Zuk Controlled Accounts.

e. Walton was involved as trader in a Wash Trade involving his firm's inventory account.

All of the Uptick Trades and High Close Trades in which Walton and Reid were involved caused an upward pressure on the price of Visa Gold's shares.

26. Reid and Walton's firms were approved market makers for Visa Gold shares, with Reid and Walton carrying out the daily function of market maker for Visa Gold. The trading activity described in paragraph 25 went beyond the mandate of a market maker, which involves maintaining reasonable liquidity for Visa Gold's shares by making firm bids or offers for Visa Gold's shares, as necessary to operate an orderly market for Visa Gold's shares. The market makers only had an obligation to fill orders for one board lot of Visa Gold's shares at the bid or offer price. In addition, on at least 9 occasions, Walton was involved in month end trades in his firm's inventory account in which large share positions in Visa Gold were traded, with reversing trades occurring a number of days later after the month end. One or both of the initial trades and the reversing trades were reported to the public through the market.

e. Market price of Visa Gold shares

27. At the commencement of public trading, the common shares of Visa Gold were trading in the range of $1.65-$1.75 per share. The stock peaked at $2.05 per share. In the entire period, trading by Zuk Controlled Accounts comprised approximately 40 percent of the trading in Visa Gold shares.

28. The respondents profited from their trading activities involving Visa Gold shares, as follows:

a. Zuk's trading volume in Visa Gold shares totalled $5.1 million;

b. The Registered Representatives earned commissions on all trades in Visa Gold shares by Zuk Controlled Accounts;

c. Djordjevic made trading profits from his personal trading activities (through accounts held personally and/or in the names of his family members) in Visa Gold shares; and

d. The Traders' compensation was increased, as it was based, in part, on profits earned through their inventory trading in Visa Gold shares.

IV. Conduct contrary to the Act and the public interest

29. Trading in the Zuk Controlled Accounts created the misleading impression that there was a higher volume of trading in Visa Gold shares than there truly was. In addition, where trades in the Zuk Controlled Accounts occurred at prices that were higher than the preceding reported trade, the trades by the Zuk Controlled Accounts had the effect of maintaining the value of the Visa Gold shares at a level that was higher than would otherwise have occurred. These trades, accordingly, interfered with the operation of a fair market for Visa Gold shares and were abusive of the capital markets.

30. The respondents knew or ought to have known that the trades described above would or may create a misleading appearance as to market activity for Visa Gold shares or as to the price of those shares. In addition, the Registered Representatives and Traders acted in a manner that is contrary to the public interest by permitting and/or acquiescing in the misleading trading in the Zuk Controlled Accounts.

31. The respondents benefited financially from their misconduct.

32. The respondents' conduct was contrary to Ontario securities law, and the public interest.

33. Staff reserve the right to make such other allegations as Staff may advise and the Commission may permit.

Dated at Toronto this 25th day of September, 2006

Chapter 2 -- Decisions, Orders and Rulings

TD Asset Management Inc. et al. - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- Exemption was granted from section 227 of the Ontario Regulation, pursuant to section 233 of the Regulation, and its equivalent in the other jurisdictions, to permit an adviser to dealer managed mutual funds to invest in a connected issuer, subject to an independent review committee.

Applicable Provision

General Regulation, R.R.O. 1990, Reg. 1015, as am., ss. 227, 233.

September 19, 2006

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO, NOVA SCOTIA, AND

NEWFOUNDLAND AND LABRADOR,

(the Jurisdictions)

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM (MRRS)

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

TD ASSET MANAGEMENT INC.,

NATCAN INVESTMENT MANAGEMENT INC.

AND JONES HEWARD INVESTMENT COUNSEL INC.

(the Applicants)

MRRS DECISION DOCUMENT

Background

The local securities regulatory authority or regulator (the Decision Makers) in each of the Jurisdictions has received an application from the Applicants (each, a Dealer Manager), the managers or portfolio advisers or both of the mutual funds named in Appendix A (the Funds or Dealer Managed Funds) for a decision from each of the Decision Makers under section 233 of General Regulation, R.R.O. 1990, Reg. 1015, as amended (the Regulation), in Ontario and the equivalent provision in the Jurisdictions of the other Decision Makers, as set out in Appendix B, for an exemption from complying with Section 227 of the Regulation and the equivalent provisions in the securities legislation of the Jurisdictions of the other Decision Makers, as set out in Appendix "B" (collectively referred to as the Adviser Restriction), to enable each Dealer Manager to act as adviser to its Dealer Managed Funds in respect of medium term notes (the Securities) of Bell Aliant Regional Communications, Limited Partnership (the Issuer), during the course of the distribution (the Distribution) of the Securities offered pursuant to a short form base shelf prospectus and a pricing supplement (the Pricing Supplement) to be filed by the Issuer on or about Thursday, September 14, 2006 and Tuesday, September 19, 2006, respectively in accordance with the securities legislation of each of the provinces of Canada (the Offering), despite the fact that the Issuer may be a connected issuer of the Dealer Managers during the course of the Distribution (the Adviser Restriction Relief).

Under the Mutual Reliance Review System for Exemptive Relief Applications:

(a) the Ontario Securities Commission (the OSC) is the principal regulator for the Adviser Restriction Relief; and

(b) this MRRS decision document evidences the decision of each of the Decision Makers.

Interpretation

Defined terms contained in National Instrument 14-101- Definitions have the same meanings in this decision unless they are defined in this decision.

Representations

This decision is based on the following facts represented by the Applicants:

1. Each Dealer Manager is a "dealer manager" with respect to its Dealer Managed Funds, and each Dealer Managed Fund is a "dealer managed fund", as such terms are defined in section 1.1 of National Instrument 81-102 - Mutual Fund Distributions.

2. The securities of the Dealer Managed Funds are qualified for distribution in one or more of the provinces and territories of Canada pursuant to simplified prospectuses that have been prepared and filed in accordance with their respective securities legislation.

3. The head offices of each of the Dealer Managers are in Toronto, Ontario.

4. The Issuer filed a preliminary short form base shelf prospectus (the Preliminary Prospectus) on August 25, 2006 with each of the Decision Makers, for which an MRRS decision document evidencing receipt by each of the Decision Makers was issued on August 28, 2006.

5. As disclosed in the Preliminary Prospectus, the Issuer was established under the laws of the Province of Manitoba on July 5, 2006. The Issuer was created as part of a plan of arrangement (the Arrangement) amongst Aliant Inc., BCE Inc. and Bell Canada to form the Bell Aliant Regional Communications Fund which was completed on July 7, 2006.

6. As described in the Pricing Supplement, the Offering is being underwritten, subject to certain terms, by a syndicate which we understand will include TD Securities Inc., National Bank Financial Inc. and BMO Nesbitt Burns Inc. (each a Related Underwriter, and any other underwriters which are now or may become part of the syndicate, the Underwriters). Each Related Underwriter is an affiliate of one or more of the Dealer Managers.

7. According to the Preliminary Prospectus, offerings of medium term notes are expected to be for up to an aggregate principal amount of $3,000,000,000, which the Issuer may offer and issue from time to time with maturities of not less than one year. The Securities are issuable in minimum denominations of $5,000 and multiples of $1,000 thereafter. The Securities will be issued pursuant to the provisions of a trust indenture between the Issuer, Bell Aliant Regional Communications Inc., 6583458 Canada Inc., Bell Aliant Regional Communication Holdings Inc., Bell Aliant Holdings Trust and CIBC Mellon Trust Company, as trustee. The Securities will be unsecured, will rank pari passu with all other unsecured and unsubordinated indebtedness incurred by the Issuer and will be issued at rates of interest or prices determined by the Issuer from time to time based on a number of factors, including advice from the Underwriters. The Securities are guaranteed by Bell Aliant Regional Communications Inc., 6583458 Canada Inc., the Issuer, Bell Aliant Regional Communications Holdings Inc. and Bell Aliant Holdings Trust. The Underwriters, when purchasing as principals, may over-allot or effect a trasnaction intended to fix or stabilize the price of the securities at a level above that which might otherwise prevail in the open market. Such a transaction, if commenced, may be discontinued at any time.

8. The net proceeds to the Issuer from the issue of the Securities offered will be the issue price thereof less any commission paid and the expenses incurred in connection therewith. Such net proceeds cannot be estimated, as the amount thereof will depend on the extent to which securities are issued. The net proceeds will be used to pay down amounts owing under the Issuer's Credit Facility (defined below) or, if no such amounts are owing at such time, may be added to the general funds of the Issuer and made available for general corporate and working capital purposes, to finance acquisitions and to finance additions to property, plant and equipment or for the retirement of other debt (which debt was incurred by the Issuer for similar purposes). All expenses incurred in connection with the creation of the Issuer's medium term note program, any offerings and related commissions will be paid out of the Issuer's general funds. The Issuer may issue debt instruments and incur additional indebtedness otherwise than through the issue of Securities pursuant to the Offering.

9. Pursuant to a dealer agreement (the Underwriting Agreement) the Issuer and the Underwriters will enter into in respect of the Offering prior to the Issuer filing the Prospectus, the Underwriters are authorized, as agents of the Issuer, for such purpose only, to solicit offers from time to time to purchase securities (including the Securities) in each of the provinces of Canada, directly and through other investment dealers. The Issuer may also select other dealers from time to time to offer the securities. The rate of commission payable in connection with sales by the Underwriters of securities shall be as determined from time to time by mutual agreement among the Issuer and the Underwriters and will be set forth in the applicable supplement to the Prospectus.

10. According to the Preliminary Prospectus, there is presently no market through which the Securities may be sold and the Issuer does not intend to apply for listing of any of the Securities on any securities exchange or automated quotation system.

11. The Preliminary Prospectus does not disclose that the Issuer is a "related issuer" as defined in National Instrument 33-105 -- Underwriting Conflicts (NI 33-105).

12. According to the Preliminary Prospectus, the Issuer may be a "connected issuer" as defined in NI 33-105 of the Related Underwriters for the reasons set forth in the Preliminary Prospectus. As disclosed in the Preliminary Prospectus, these reasons include that BMO Nesbitt Burns Inc., CIBC World Markets Inc., TD Securities Inc., National Bank Financial Inc., RBC Dominion Securities Inc., Scotia Capital Inc. and Desjardins Securities Inc. are affiliates of lenders to the Issuer under a $3.5 billion unsecured credit facility, which has been used by the Issuer to finance the Arrangement and will be used to refinance existing long term debt, support the Issuer's commercial paper program and for working capital purposes (the Credit Facility). Consequently, the Issuer may be considered to be a "connected issuer" of such Underwriters for the purposes of applicable Canadian securities legislation. Approximately $1.72 billion is currently drawn under the Credit Facility. The Issuer is in compliance with its covenants and other obligations under the Credit Facility. Under the terms of the Credit Facility, the Issuer is required to use the proceeds from the issuance of Securities to permanently repay certain of the non-revolving term facilities. None of the lenders under the Credit Facility had any involvement in the decision to distribute the Securities and the determination of the terms and conditions of the offering of the Securities were and will be made through negotiations between the Issuer and the underwriters. The Underwriters have not and will not benefit in any manner from the offering of Securities other than through payment of their percentage share of the Underwriters' commission.

13. Despite the affiliation between the Dealer Managers and the Related Underwriters, each Dealer Manager operates independently of its Related Underwriter. In particular, the investment banking and related dealer activities of the Related Underwriters and the investment portfolio management activities of each of their respective Dealer Managers are separated by "ethical" walls. Accordingly, no information flows from one to the other concerning their respective business operations or activities generally, except in the following or similar circumstances:

(a) in respect of compliance matters (for example, each Dealer Manager and its Related Underwriter may communicate to enable the Dealer Manager to maintain up to date restricted-issuer lists to ensure that the Dealer Manager complies with applicable securities laws); and

(b) each Dealer Manager and its Related Underwriter may share general market information such as discussion on general economic conditions, bank rates, etc.

14. The Dealer Managed Funds are not required or obligated to purchase any Securities during the Distribution.

15. Each Dealer Manager may cause its Dealer Managed Funds to invest in the Securities during the Distribution. Any purchase of the Securities by a Dealer Managed Fund will be consistent with the investment objectives of that Dealer Managed Fund and represent the business judgment of the Dealer Manager for that Dealer Managed Fund uninfluenced by considerations other than the best interests of the Dealer Managed Fund or in fact be in the best interests of the Dealer Managed Fund.

16. To the extent that the same portfolio manager or team of portfolio managers of a Dealer Manager manages two or more Dealer Managed Funds and other client accounts that are managed on a discretionary basis (the Managed Accounts), the Securities purchased for them will be allocated:

(a) in accordance with the allocation factors or criteria stated in the written policies or procedures put in place by the Dealer Manager for its Dealer Managed Funds and Managed Accounts, and

(b) taking into account the amount of cash available to each Dealer Managed Fund for investment.

17. Except as described above, each Dealer Manager has not been involved in the work of its Related Underwriter and each Related Underwriter has not been and will not be involved in the decisions of its Dealer Manager as to whether such Dealer Manager's Dealer Managed Funds will purchase Securities during the Distribution.

18. There will be an independent committee (the Independent Committee) appointed in respect of each Dealer Manager's Dealer Managed Funds to review such Dealer Managed Funds' investments in the Securities during the Distribution.

19. The Independent Committee will have at least three members and every member must be independent, a member of the Independent Committee is not independent if the member has a direct or indirect material relationship with its Dealer Manager, the Dealer Managed Funds, or any affiliate or associate thereof. For the purpose of this Decision, a material relationship means a relationship which could, in the view of a reasonable person, reasonably interfere with the exercise of the member's independent judgment regarding conflicts of interest facing the Dealer Manner.

20. The members of the Independent Committee will exercise their powers and discharge their duties honestly, in good faith, and in the best interests of investors in their respective Dealer Managed Funds and, in so doing, exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in the circumstances.

21. Each Dealer Manager, in respect of its Dealer Managed Funds, will notify a member of staff in the Investment Funds Branch of the Ontario Securities Commission, in writing of any SEDAR Report (as defined below) filed on SEDAR, as soon as practicable after the filing of such a report, and the notice shall include the SEDAR project number of the SEDAR Report and the date on which it was filed.

Decision

The Decision of the Decision Makers under the Legislation is that the Adviser Restriction Relief is granted, notwithstanding that the Issuer may be a connected issuer of the Dealer Managers or that the Related Underwriters act or have acted as underwriters in the Offering, provided that, each Dealer Manager and its Dealer Managed Funds, independent of any of the other Applicants and their Dealer Managed Funds, the following conditions are satisfied:

I. At the time of each purchase of Securities (a Purchase) by a Dealer Managed Fund pursuant to this Decision, the following conditions are satisfied:

(a) the Purchase

(i) represents the business judgment of the Dealer Manager uninfluenced by considerations other than the best interests of the Dealer Managed Fund, or

(ii) is, in fact, in the best interests of the Dealer Managed Fund;

(b) the Purchase is consistent with, or is necessary to meet, the investment objective of the Dealer Managed Fund as disclosed in its simplified prospectus; and

(c) the Dealer Managed Fund does not place the order to purchase, on a principal or agency basis, with its Related Underwriter;

II. Prior to effecting any Purchase pursuant to this Decision, the Dealer Managed Fund has in place written policies or procedures to ensure that,

(a) there is compliance with the conditions of this Decision; and

(b) in connection with any Purchase,

(i) there are stated factors or criteria for allocating the Securities purchased for two or more Dealer Manage Funds and other Managed Accounts, and

(ii) there is full documentation of the reasons for any allocation to a Dealer Managed Fund or Managed Account that departs from the stated allocation factors or criteria;

III. The Dealer Manager does not accept solicitation by its Related Underwriter for the Purchase of Securities for the Dealer Managed Funds;

IV. The Related Underwriter does not purchase Securities in the Offering for its own account except Securities sold by the Related Underwriter on Closing;

V. The Dealer Managed Fund has an Independent Committee to review the Dealer Managed Funds' investments in the Securities during the Distribution;

VI. The Independent Committee has a written mandate describing its duties and standard of care which, as a minimum, sets out the applicable conditions of this Decision;

VII. The members of the Independent Committee exercise their powers and discharge their duties honestly, in good faith, and in the best interests of invest ors in the Dealer Managed Funds and, in so doing, exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in the circumstance

VIII. The Dealer Managed Fund does not relieve the members of the Independent Committee from liability for loss that arises out of a failure to satisfy the standard of care set out in paragraph VII above;

IX. The Dealer Managed Fund does not incur the cost of any portion of liability insurance that insures a member of the Independent Committee for a liability for loss that arises out of a failure to satisfy the standard of care set out paragraph VII above;

X. The cost of any indemnification or insurance coverage paid for by the Dealer Manager, any portfolio manager of the Dealer Managed Funds, or any associate or affiliate of the Dealer Manager or any portfolio manager of the Dealer Managed Funds to indemnify or insure the members of the Independent Committee in respect of a loss that arises out of a failure to satisfy the standard of care set out in paragraph VII above is not paid either directly or indirectly by the Dealer Managed Funds;

XI. The Dealer Manager files a certified report on SEDAR (the SEDAR Report) in respect of each Dealer Managed Fund, no later than 90 days after the end of the Distribution, that contains a certification by the Dealer Manager that contains:

(a) the following particulars of each Purchase:

(i) the number of Securities purchased by the Dealer Managed Funds of Dealer Manager;

(ii) the date of the Purchase and purchase price;

(iii) whether it is known whether any underwriter or syndicate member has engaged in market stabilization activities in respect of the Securities;

(iv) if the Securities were purchased for two or more Dealer Managed Funds and other Managed Accounts of the Dealer Manager, the aggregate amount so purchased and the percentage of such aggregate amount that was allocated to each Dealer Managed Fund; and

(v) the dealer from whom the Dealer Managed Fund purchased the Securities and the fees or commissions, if any, paid by the Dealer Managed Fund in respect of such Purchase;

(b) a certification by the Dealer Manager that the Purchase:

(i) was made free from any influence by the Related Underwriter or any affiliate or associate thereof and without taking into account any consideration relevant to the Related Underwriter or any associate or affiliate thereof; and

(ii) represented the business judgment of the Dealer Manager uninfluenced by considerations other than the best interest of the Dealer Managed fund, or

(iii) was, in fact, in the best interests of the Dealer Managed Fund;

(c) confirmation of the existence of the Independent Committee to review the Purchase of the Securities by the Dealer Managed Funds, the names of the members of the Independent Committee, the fact that they meet the independence requirements set forth in this Decision, and whether and how they were compensated for their review;

(d) a certification by each member of the Independent Committee that after reasonable inquiry the member formed the opinion that the policies and procedures referred to in Condition II(a) above are adequate and effective to ensure compliance with this Decision and that the decision made on behalf of each Dealer Managed Fund by the Dealer Manager to purchase Securities for the Dealer Managed Funds and each Purchase by the Dealer Managed Fund:

(i) was made in compliance with the conditions of this Decision;

(ii) was made by the Dealer Manager free from any influence by the Related Underwriter or any affiliate or associate thereof and without taking into account any consideration relevant to the Related Underwriter or any associate or affiliate thereof; and

(iii) represented the business judgment of the Dealer Manager uninfluenced by considerations other than the best interests of the Dealer Managed Fund, or

(iv) was, in fact, in the best interests of the Dealer Managed Fund.

XII. The Independent Committee advises the Decision Makers in writing of:

(a) any determination by it that the condition set out in paragraph XI(d) has not been satisfied with respect to any Purchase of the Securities by a Dealer Managed Fund;

(b) any determination by it that any other condition of this Decision has not been satisfied;

(c) any action it has taken or proposes to take following the determination referred to above; and

(d) any action taken, or proposed to be taken, by the Dealer Manager or a portfolio manager of a Dealer Managed Fund, in response to the determinations referred to above.

XIII. The Dealer Manager:

(a) expresses an interest to purchase on behalf of Dealer Managed Funds and Managed Accounts a fixed number of Securities (the Fixed Number) to an Underwriter other than its Related Underwriter,

(b) agrees to purchase the Fixed Number or such lesser amount as has been allocated to the Dealer Manager no more than five business days after the final prospectus has been filed; and

(c) does not place an order with an underwriter of the Offering to purchase an additional number of Securities under the Offering prior to the completion of the Distribution, provided that if the Dealer Manager was allocated less than the Fixed Number at the time, the final prospectus was filed for the purposes of the Closing, the Dealer Manager may place an additional order for such number of additional Securities equal to the difference between the Fixed Number and the number of Securities allotted to the Dealer Manager at the time of the final prospectus in the event the Underwriters exercise the Over-Allotment Option;

XIV. For Purchases of Securities during the 60-Day Period only, an underwriter provides to the Dealer Manager written confirmation that the "dealer restricted period" in respect of the Offering, as defined in Ontario Securities Commission Rule 48-501, Trading During Distributions, Formal Bids and Share Exchange Transactions, has ended.

APPENDIX "A"

BMO Mutual Funds (consolidated)

BMO Asset Allocation Fund

BMO Bond Fund

TD Private Funds

TD Private Canadian Bond Income Fund

TD Private Canadian Bond Return Fund

TD Private Canadian Corporate Bond Fund

TD Mutual Funds -- Advisor and F-Series

TD Canadian Bond Fund

TD Short Term Bond Fund

TD Corporate Bond Capital Yield Fund

TD Balanced Fund

The Altamira Funds

Altamira Dividend Fund Inc.

Altamira Monthly Income Fund

Altamira Balanced Fund

Altamira Growth & Income Fund

Altamira Income Fund

Altamira Bond Fund

Altamira Global Bond Fund

Altamira Inflation Adjusted Bond Fund

Altamira Short Term Government Bond Fund

National Bank Mutual Funds - 2005

National Bank Monthly Income Fund

National Bank Dividend Fund

National Bank Monthly Equity Income Fund

National Bank Monthly Conservative Income Fund

National Bank Monthly High Income Fund

National Bank Monthly Moderate Income Fund

National Bank Monthly Secure Income Fund

National Bank Bond Fund

National Bank Conservative Diversified Fund

National Bank Moderate Diversified Fund

National Bank Secure Diversified Fund

National Bank Balanced Diversified Fund

National Bank Retirement Balanced Fund

National Bank Protected Funds

National Bank Protected Growth Balanced Fund

National Bank Protected Canadian Bond Fund

National Bank Protected Retirement Balanced Fund

APPENDIX "B"

The Adviser Restriction

Aldeavision Inc. - MRRS Decision

Headnote

Mutual Reliance Review System For Exemptive Relief Applications -- National Instrument 51-102 Continuous Disclosure Obligations -- Issuer Copmpleted a Significant Acquisition Through Judicial Sale -- Prospectus Level Disclosure Required in Issuer's Information Circular -- Issuer Does Not Have Access to Historical Accounting Records of Acquired Business and Cannot Produce Audited Financial Statements for Acquired Business -- Issuer Previously Granted Relief from the Requirement to Include Audited Annual Financial Statements and Pro Forma Financial Statements in the Business Acquisition Report -- Issuer Granted Relief from the Requirement to Include Audited Financial Statements and Pro Forma Forma Income Statement in the Information Circular -- Information Circular to Incorporate by Reference Business Acquisition Report that Contains Unaudited Financial Statements and a Pro Forma Balance Sheet.

National Instruments Cited

National Instrument 51-102 Continuous Disclosure Obligations, s. 13.1.

Forms Cited

Form 51-102F5, Item 14.2.

August 25, 2006

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

QUEBEC AND ONTARIO

(The "Jurisdictions")

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

ALDEAVISION INC.

(The "Filer")

MRRS DECISION DOCUMENT

Background

The local securities regulatory authority or regulator (the "Decision Maker") in each of the Jurisdictions has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the "Legislation") (the "Requested Relief"):

(i) for an exemption from the requirement to include in the Filer's information circular (the "Circular"), for a proposed statutory arrangement (the "Proposed Transaction"), the audited financial statements of Invidex Inc. ("Invidex") of Invidex required by the Legislation, provided that the Filer incorporates by reference in the Circular the Business Acquisition Report of the Filer dated May 24, 2006, including the financial statements of Invidex attached to such Business Acquistion Report; and

(ii) for an exemption from the requirement to include in the Circular the pro forma income statement of the Filer required by the Legislation in respect of the acquisition by the Filer of substantially all of the assets of Invidex (the "Assets").

Application of the Principal Regulator System

Under Multilateral Instrument 11-101 Principal Regulator System ("MI 11-101") and the Mutual Reliance Review System for Exemptive Relief Applications:

(a) the Autorité des marchés financiers is the principal regulator for the Filer;

(b) the Filer is relying on the exemption in Part 3 of MI 11-101 in British Columbia, Alberta, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland; and

(c) this MRRS Decision document evidences the decision of each Decision Maker.

Interpretation

Defined terms contained in National Instrument 14-101 Definitions have the same meaning in this decision unless they are otherwise defined in this decision.

Representations

This decision is based on the following facts represented by the Filer:

1. The Filer is a corporation that was incorporated on June 3, 1992 pursuant to the Canada Business Corporations Act ("CBCA").

2. The head office of the Filer is located in St-Laurent, Quebec.

3. The authorized capital of the Filer consists of an unlimited number of common shares and an unlimited number of preference shares issuable in series without nominal or par value. As of the date hereof, 6,227,279 common shares are issued and outstanding.

4. The Filer's common shares are listed on the TSX Venture Exchange under the symbol "AAN".

5. The Filer is a "venture issuer" as defined in National Instument 51-102 and is a reporting issuer in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland.

6. On June 1, 2006, the filer entered into a letter of intent with VGS Capital Ltd. ("VGS"), an Alberta corporation, in respect of the Proposed Transaction, pursuant to which certain investors would participate in an arrangement that would restructure the Filer, provide it with $2,970,000 in new financing and permit the Filer to realize some benefit from its accumulated tax losses.

7. The Filer issued a press release on July 31, 2006 describing the Proposed Transaction.

8. The Proposed Transaction will be structured as an arrangement under the Canada Business Corporations Act. The Filer will seek an interim order from the Superior Court of Quebec calling a special meeting (the "Meeting") of the security holders of the Filer to approve the Proposed Transaction.

9. In connection with the Meeting, the Filer will prepare the Circular which will be filed with the applicable securities regulatory authorities and delivered to the security holders of the Filer.

10. The Legislation requires that the Circular include the disclosure about the Filer prescribed by the applicable prospectus form, including the financial statements of the acquired business and pro forma financial statements for the periods specified in the Legislation.

11. The Filer's most recent fiscal year ended on December 31, 2005.

12. On February 24, 2006, the Filer acquired the Assets of Invidex, a Montreal-based private company that was a broadcast solution provider to the telecommunications industry.

13. At the request of two secured creditors of Invidex, namely, Capital Régional et Coopératif Desjardins and Desjardins Capital de Développement Montréal Métropolitain, Ouest et Nord du Québec (collectively, the "Desjardins Creditors"), the sale of the Assets to the Filer was made under a court order issued on February 23, 2006 by the Quebec Superior Court and ordering the judicial sale of the Assets under the provisions of the Civil Code of Quebec.

14. The Filer paid $1,640,000 for the Assets.

15. The purchase price was paid by the issuance of three convertible debentures for an aggregate value of $1,515,000 due in January 31, 2008 to the Desjardins Creditors and 9143-8655 Quebec Inc. and through the issuance of 1,250,000 common shares of the Filer to certain employees and officers of Invidex for an aggregate value of $125,000.

16. The purchase price was established based on unaudited annual financial statements of Invidex for the years ended December 31, 2004 and December 31, 2005. Invidex was not required to prepare audited financial statements because of its private company status.

17. The Filer and all of the parties involved in the sale of the Assets were arm's-length parties.

18. As a consequence of the sales of the Assets being made by way of a judicial sale, no compromises or arrangements, as defined under the Companies' Creditors Arrangement Act, were ever filed or proposed by Invidex.

19. After the sale of its assets to the Filer, Invidex ceased all of its operations and no longer employs any employees.

20. The Filer has made every reasonable effort to obtain access to, or copies of, the historical accounting records necessary to audit the financial statements of Invidex, but such efforts have been unsuccessful because Invidex has ceased its operations and the inability of AldeaVision to locate past employees of Invidex in charge of maintaining such historical accounting records.

21. As a result, the Filer does not have access to Invidex's financial historical records (working papers and the supporting documentations) that would be required to audit the unaudited financial statements of Invidex for the years ended on December 31, 2004 and 2005 and to prepare the interim financial statements of Invidex for the pre-acquisition period (as such term is defined in the Legislation) which are required by the Legislation.

22. In addition, the pro forma income statement of the Filer required by the Legislation would have to be prepared based on unaudited financial statements of Invidex.

23. Pursuant to the Legislation, the Filer is not required to include a pro forma balance sheet of the Filer in the Circular since the acquisition of the Assets will be reflected in the Filer's most recent balance sheet (as at March 31, 2006) incorporated by reference in the Circular.

Decision

(i) The Decision Makers being satisfied that they have jurisdiction to make this decision and that the relevant test under the Legislation has been met, the Requested Relief is granted.

Shiningbank Energy Income Fund - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- Offeror needs relief from the requirement in section 168 of the Act that all holders of the same class of securities must be offered identical consideration -- Under the take-over bid, Canadian resident securityholders will receive trust units: US securityholders will receive substantially the same value as Canadian securityholders, in the form of cash paid to the US securityholders based on the proceeds from the sale of their shares; the number of shares held by US residents is de minimis; the US does not have an identical consideration requirement.

Applicable Legislative Provisions

Securities Act (Alberta), R.S.A. 2000, c. S-4, ss. 168, 179(2)(c).

Citation: Shiningbank Energy Income Fund, 2006 ABASC 1556

July 26, 2006

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN,

MANITOBA, ONTARIO AND QUEBEC

(the Jurisdictions)

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

SHININGBANK ENERGY INCOME FUND (the Filer)

MRRS DECISION DOCUMENT

Background

1. The local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) that, in connection with a proposed securities exchange take-over bid (the Take-Over Bid) to be made for all common shares (the Shares) of Find Energy Ltd. (the Target), the Filer be exempt from the requirement in the Legislation to offer identical consideration to all holders of the class of securities subject to a take-over bid (the Identical Consideration Requirement), specifically including securityholders of the Target resident in the United States (the US Securityholders).

2. the Mutual Reliance Review System for Exemptive Relief Applications

2.1 the Alberta Securities Commission is the principal regulator for this application; and

2.2 this MRRS decision document evidences the decision of each Decision Maker.

Interpretation

3. Terms defined in National Instrument 14-101 Definitions have the same meaning in this decision unless they are defined differently in this decision.

Representations

4. This decision is based on the following facts represented by the Filer:

4.1 The Filer is an unincorporated open-ended investment trust created under the laws of Alberta and formed and governed by a trust indenture dated May 16, 1996, as amended and restated from time to time including most recently on September 6, 2005, with its head office in Calgary, Alberta.

4.2 The Filer is a reporting issuer in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Newfoundland and Labrador and Prince Edward Island and its trust units (the Trust Units) are listed on the Toronto Stock Exchange.

4.3 The Target is a public company incorporated under the laws of Alberta with its head office in Calgary, Alberta.

4.4 The Target is a reporting issuer in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec and Nova Scotia and the Shares are listed on the Toronto Stock Exchange.

4.5 Effective July 13, 2006 the Filer and the Target entered into a pre-acquisition agreement under which the Filer agreed, through its indirect wholly-owned subsidiary, Shiningbank Energy Ltd., to make the Take-over Bid, under which holders of Shares will receive 0.465 of one Trust Unit for each Share, on or about July 31, 2006.

4.6 Approximately 6.9% of the issued and outstanding Shares on a non-diluted basis (approximately 6.3% on a fully diluted basis) are currently beneficially held by US Securityholders.

4.7 Because the Trust Units issuable under the Take-over Bid to the US Securityholders have not been registered under the United States Securities Act of 1933 (the 1933 Act) or the securities laws of any state of the United States, the offer, sale and delivery of Trust Units to US Securityholders without further action by the Filer would constitute a violation of US securities laws.

4.8 Registration under the 1933 Act of the Trust Units deliverable to US Securityholders would be costly and burdensome to the Filer.

4.9 Rule 802 under the 1933 Act (Rule 802) would provide an exemption from the requirement that the Trust Units be registered under the 1933 Act if US Securityholders are offered terms at least as favourable as those offered to other holders. However, it specifies that an offer need not be made to securityholders in those states of the United States (States) that require offered securities to be registered or qualified, provided that such securityholders are offered a cash alternative not less favourable than that offered to securityholders in other jurisdictions.

4.10 Notwithstanding Rule 802, the securities laws of most States would prohibit delivery of the Trust Units to US Securityholders without registration or qualification or an exemption from registration or qualification. Such exemption might require that the transferability of the Trust Units be restricted such that US Securityholders in those States would not receive Trust Units on terms as favourable as those offered to Canadian holders of Shares. One State would require registration of the Filer as a "dealer" in securities.

4.11 For US Securityholders or holders of Shares who appear to the Filer or to the depositary designated under the Take-Over Bid to be US Securityholders, the Filer proposes to deliver to the depositary the Trust Units such US Securityholders would otherwise be entitled to receive under the Take-over Bid, who will then sell the Trust Units on behalf of the US Securityholders and deliver to them their respective pro rata share of the proceeds of the sale, less commissions and applicable withholding taxes, unless such US Securityholders can demonstrate to the Filer that such Trust Units may be issued to them in a transaction exempt from registration under applicable securities laws and in a manner that requires no regulatory filings by the Filer. All Trust Units that may not be delivered to holders of Shares in accordance with the foregoing (including pursuant to any compulsory acquisition thereof under the provisions of the Business Corporations Act (Alberta)) will be issued and delivered to the depositary for sale by the depositary on behalf of such shareholders.

4.12 Any sale of Trust Units described in paragraph 4.11 will be completed within five trading days of the date on which the Filer takes up the Shares tendered by the US Securityholders under the Take-Over Bid.

4.13 Any sale of Trust Units described in paragraph 4.11 will be effected in a manner intended to maximize the consideration to be received from the sale by US Securityholders and minimize any adverse impact of the sale on the market for the Trust Units.

4.14 Except to the extent that relief from the Identical Consideration Requirement is granted, the Take-Over Bid will otherwise be made in compliance with the requirements under the Legislation governing take-over bids.

Decision

5. Each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the decision has been met.

6. The decision of the Decision Makers under the Legislation is that, in connection with the Take-Over Bid, the Filer is exempt from the Identical Consideration Requirement insofar as US Securityholders who would otherwise receive Trust Units under the Take-over Bid receive instead cash proceeds from the sale of those Trust Units in accordance with the procedure set out in section 4.11.

Atlas Cold Storage Income Trust and Eimskip Atlas Canada, Inc. - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- take-over bid and subsequent business combination -- Rule 61-501 requires sending of information circular and holding of meeting in connection with second step business combination -- target's declaration of trust provides that a resolution in writing executed by unitholders holding more than 662/3% of the outstanding units is valid and binding as if such voting rights had been exercised in favour of such resolution at a meeting of Unitholders -- second step business combination to be subject to minority approval, calculated in accordance with section 8.2 of Rule 61-501 -- relief granted from requirement that information circular be sent and meeting be held

Applicable Ontario Rules

OSC Rule 61-501 Insider Bids, Issuer Bids, Business Combinations and Related Party Transactions, ss. 4.2, 9.1.

August 28, 2006

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO AND QUEBEC

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

-AND-

IN THE MATTER OF THE

UNSOLICITED TAKE-OVER BID FOR

ATLAS COLD STORAGE INCOME TRUST

BY EIMSKIP ATLAS CANADA, INC. (THE "FILER")

MRRS DECISION DOCUMENT

Background

1. The local securities regulatory authority or regulator (the "Decision Maker") in each of Ontario and Quebec (the "Jurisdictions") has received an application from the Filer in connection with an unsolicited take-over bid (the "Offer") for Atlas Cold Storage Income Trust ("Atlas"), for a decision pursuant to the securities legislation of the Jurisdictions (the "Legislation") that the requirement of the Legislation that (a) the Subsequent Acquisition Transaction (as defined below) be approved at a meeting of the unitholders of Atlas ("Unitholders") and, (b) that an information circular be sent to Unitholders in connection with the Subsequent Acquisition Transaction, be waived (the "Requested Relief').

2. Under the Mutual Reliance Review System for Exemptive Relief Applications

2.1. the Ontario Securities Commission (the "OSC") is the principal regulator for this application, and

2.2. this MRRS decision document evidences the decision of each Decision Maker.

Interpretation

3. Defined terms contained in National Instrument 14-101 Definitions have the same meaning in this decision unless they are defined in this decision.

Representations

4. This decision is based on the following representations by the Filer:

4.1. The Filer is a private corporation incorporated under the Canada Business Corporations Act for the purpose of making the Offer and has not carried on any business other than that incidental to making the Offer. It is a wholly-owned indirect subsidiary of Avion Group HF ("Avion"). The Filer's head and registered offices are located at Toronto, Ontario. The authorized share capital of the Filer is an unlimited number of common shares ("Shares").

4.2. Avion is a limited liability company domiciled in Iceland. It was formed to invest in the transportation industry and currently has three business divisions: shipping and logistics; aviation services; and charter and leisure. Its head and registered offices are located at Kopavogur, Iceland.

4.3. The consideration under the Offer will consist of cash at a premium to the market price of the Units at a level to be determined.

4.4. As a result of: i) the fact that the Filer is a wholly-owned subsidiary of Avion; and ii) the terms of a lock-up agreement to be entered into between the Filer, Avion and Kingstreet, Avion and KingStreet are considered joint offerors with the Filer.

4.5. KingStreet is a private investment fund formed under the laws of Manitoba. Its general partner is KingStreet Real Estate Growth GP No. 2 Inc. KingStreet's head and registered offices are located at 161 Bay Street, Suite 3140, BCE Place, Canada Trust Tower, Toronto, Ontario M5J 2S1.

4.6. Avion and KingStreet collectively beneficially own approximately 13.7% of the outstanding Units, based on publicly available information. Accordingly, the Offer technically will be an "insider bid" for the purposes of the Legislation. The Filer intends to rely on the exemption from the requirement to prepare a valuation of Atlas and summarize the valuation in the Circular in subparagraph 2.4(1)2 of OSC Rule 61-501 ("61-501") and subparagraph 2.4(1) 2 of Autorite des marches financiers Regulation Q-27 ("Q-27") and has applied for exemptive relief from the provinces of Canada whose legislation imposes a similar requirement.

4.7. Atlas is an income trust established under the laws of the Province of Ontario. The Units are listed on The Toronto Stock Exchange. Through its operating subsidiary, Atlas operates a Canadian and United States based network of public refrigerated warehouse facilities providing temperature controlled storage, a transportation management services business and a third party logistics management services business. The head and registered offices of Atlas are located at Toronto, Ontario.

4.8. The Offer was made on August 17, 2006. The consideration under the Offer is payable in cash in an amount representing a premium to the market price of the Units as at August 2, 2006 (the day before the Offer was publicly announced). A condition of the Offer, among other conditions, is that there shall have been validly deposited under the Offer, and not withdrawn that number of Units which, together with any Units held as of the expiry time of the Offer by or on behalf of the Filer or any joint offerors, represents at least 66 2/3% of the Unis, on a fully-diluted basis, at the time Units are taken up under the Offer (the "Minimum Condition").

4.9. In the event that the Filer takes up and pays for Units deposited pursuant to the Offer, the Filer may proceed with a compulsory acquisition of the Units not deposited to the Offer (the "Compulsory Acquisition") as permitted by section 13.15 of the amended and restated declaration of trust of Atlas dated June 25, 2001 (the "DOT").

4.10. In the event that the Minimum Condition is satisfied but the Filer cannot proceed with a Compulsory Acquisition and the Filer takes up and pays for Units pursuant to the Offer, the Filer may proceed with an amendment to the DOT to provide that Units shall be redeemable at the option of Atlas for cash (which is the same form as the consideration being paid by the Filer under the Offer) at the Offer price (the "Subsequent Acquisition Transaction"), provided that if the Subsequent Acquisition Transaction is not pursued in such form, the Filer reserves the right, subject to compliance with applicable securities laws, to acquire the assets of Atlas or the balance of the Units as soon as practicable by way of an arrangement, amalgamation, merger, reorganization, consolidation, recapitalization, redemption or other transaction involving the Filer and/or an affiliate of the Filer and/or its subsidiaries and Atlas;

4.11. In order to effect the Subsequent Acquisition Transaction, rather than seeking Unitholder approval at a special meeting of the Unitholders to be called for such purpose, the Filer intends to rely on section 12.10 of the DOT, which specifies that a resolution in writing executed by Unitholders holding more than 66 2/3% of the outstanding Units at any time shall be as valid and binding for all purposes of the DOT as if such Unitholders had exercised at that time all of the voting rights to which they were then entitled under the DOT in favour of such resolution at a meeting of Unitholders.

4.12. Notwithstanding section 12.10 of the DOT, in certain circumstances the Legislation requires that the Subsequent Acquisition Transaction be approved at a meeting of Unitholders called for that purpose.

4.13. To effect the Subsequent Acquisition Transaction, the Filer will obtain minority approval, as that term is defined in the legislation, calculated in accordance with the terms of section 8.2 of OSC Rule 61-501 and section 8.2 of AMF Regulation Q-27 ("Minority Approval"), albeit not at a meeting of Atlas Unitholders, but by written resolution.

Decision

5. Each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the decision has been met.

6. The decision of the Decision Makers under the Legislation is that the Requested Relief is granted provided that Minority Approval shall have been obtained, albeit not at a meeting of Atlas Unitholders, but by written resolution.

Discovery Air Inc. - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications and Multilateral Instrument 11-101 Principal Regulator System- National Instrument 51-102, s. 13.1 -- Continuous Disclosure Obligations -- Financial Statements -- An issuer wants relief from the requirement to file audited annual financial statements for the year ending December, 2004 in its business acquisition report -- The issuer is required to file annual audited financial statements of the company its acquiring for two of its most recently completed fiscal years; it will file the company's audited annual financial statements for its most recent year, December, 2005as well as all other interim, comparative and pro forma financial statements as required by National Instrument 51-102, Continuous Disclosure Obligations.

Applicable Ontario Legislation

National Instrument 51-102, s. 13.1.

September 5, 2006

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

SASKATCHEWAN AND ONTARIO

(the Jurisdictions)

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

DISCOVERY AIR INC. (the Filer)

MRRS DECISION DOCUMENT

Background

The local securities regulatory authority or regulator (the Decision Maker) in each of Saskatchewan and Ontario has received an application from the Filer for a decision under National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) exempting the Filer from including audited annual financial statements for the year ending December 2004 in the business acquisition report (BAR) to be filed in connection with the Acquisition (defined below) (the Requested Relief).

Principal Regulator

Under Multilateral Instrument 11-101 Principal Regulator System (MI 11-101) and National Policy 12-201 The Mutual Reliance Review System for Exemptive Relief Applications (NI 12-201):

(a) the Saskatchewan Financial Services Commission (the SFSC) is the principal regulator for the Filer;

(b) the Filer is relying on the exemption in Part 3 of MI 11-101 in British Columbia, Alberta, Manitoba and the Northwest Territories; and

(c) this MRRS decision document evidences the decision of each Decision Maker.

The SFSC has assigned to the director of the SFSC the power to make exemption orders and rulings under the provisions of The Securities Act, 1988;

Interpretation

Defined terms contained in National Instrument 14-101 Definitions have the same meaning in this decision unless otherwise defined in this decision.

Representations

This decision is based on the following facts represented by the Filer:

1. The Filer was continued under the Canada Business Corporations Act on March 27, 2006.

2. The Filer is a reporting issuer or equivalent in each of the Jurisdictions and British Columbia, Alberta, Manitoba and the Northwest Territories.

3. The class A common shares of the Filer are listed on the Toronto Stock Exchange.

4. On June 20, 2006, the Filer acquired all of the issued and outstanding shares (the Acquisition) in the capital of Great Slave Helicopters Ltd. ("GSHL"), a private company with its head office in Yellowknife, Northwest Territories.

5. Following the Acquisition, the Filer's principal operations, carried on through GSHL, became located in the Northwest Territories and the Filer moved its head office to Yellowknife, Northwest Territories.

6. The Acquisition is a significant transaction within the meaning of the BAR requirements in NI 51-102, triggering the requirement to file a BAR under NI 51-102.

7. The BAR is required to be filed by September 5, 2006.

8. With its BAR, the Filer is required to file the annual audited financial statements of GSHL for each of its two most recently completed fiscal years, being the fiscal years ending December 31, 2004 and December 31, 2005.

9. GSHL did not have its annual financial statements audited except for its most recent fiscal year ended December 31, 2005.

10. It will be very onerous for the Filer and GSHL to have GSHL's financial statements for the fiscal year ended December 31, 2004 audited because:

(a) GSHL has had a turnover in accounting staff, changed its system to manage inventory, changed its accountants/auditors since its year ended December 31, 2004 and changed its year end from March 31 to December 31;

(b) GSHL's current auditors were not involved with the financial statements for the fiscal year ended December 31, 2004 and it would be difficult, time-consuming and costly to obtain third party verification and other documentation necessary to conduct an audit for such period; and

(c) An audit would be qualified with respect to items such as inventory and possibly fixed assets, accounts receivable and other assets.

11. The Filer will file GSHL's December 31, 2005 audited annual financial statements with its BAR.

12. The Filer is required to file with its BAR interim financial statements for GSHL for the interim period of GSHL ended immediately prior to the Acquisition and pro forma interim financial statements for the combined entity for the interim period of the Filer ended immediately prior to the Acquisition.

13. The interim financial statements for GSHL and pro forma interim financial statements for the combined entity dated prior to the date of Acquisition would not provide any additional material information that can not be obtained from the more current interim financial statements. Accordingly, the Filer will file the most current financial information with the BAR and include GSHL's interim financial statements for the period ended June 30, 2006. The Filer will file its pro forma financial statements for the period ended July 31, 2006 with a compilation report and its pro forma financial statements for its fiscal year ended October 31, 2006 with a compilation report.

14. The Filer will file its financial statements for the interim period ended July 31, 2006 prior to the filing of its BAR.

Decision

The Decision Makers being satisfied that each has jurisdiction to make this decision and that the relevant test under the Legislation has been met, the Requested Relief is granted provided that the Filer files a BAR in accordance with NI 51-102 that includes:

1. annual audited financial statements for GSHL for the year ended December 31, 2005, together with an audit report and including unaudited comparatives for the year ended December 31, 2004;

2. interim financial statements for GSHL for the period ended June 30, 2006 including comparatives to June 30, 2005;

3. pro forma financial statements for the Filer for its fiscal year ended October 31, 2005, together with a compilation report; and

4. interim pro forma financial statements for the Filer for the period ended July 31, 2006, together with a compilation report.

Energy Split Corp. Inc. - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- subdivided offering exempted from certain requirements of National Instrument 81-102 Mutual Funds since issuer is fundamentally different from a conventional mutual fund.

Applicable Legislative Provisions

National Instrument 81-102 Mutual Funds, ss. 10.3, 10.4, 14.1.

September 8, 2006

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN,

MANITOBA, ONTARIO, QUEBEC,

NEWFOUNDLAND AND LABRADOR,

NEW BRUNSWICK, NOVA SCOTIA,

PRINCE EDWARD ISLAND,

NORTHWEST TERRITORIES, YUKON,

AND NUNAVUT (the Jurisdictions)

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

ENERGY SPLIT CORP. INC.

MRRS DECISION DOCUMENT

Background

The local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions has received an application from Energy Split Corp. Inc. (the Filer) for a decision under the securities legislation of the Jurisdictions (the Legislation) that exempts the Filer from the following requirements of National Instrument 81-102 Mutual Funds (NI-102) in connection with the Class B Preferred Shares (the Preferred Shares) to be issued by the Filer and described in its preliminary prospectus dated August 10, 2006 (the Preliminary Prospectus) (collectively, the Requested Relief):

(a) section 10.3, which requires that the redemption price of a security of a mutual fund to which a redemption order pertains shall be the net asset value of a security of that class, or series of class, next determined after the receipt by the mutual fund of the order;

(b) section 10.4, which requires that a mutual fund shall pay the redemption price for securities that are the subject of a redemption order within three business days after the date of calculation of the net asset value per security used in establishing the redemption price; and

(c) section 14.1, which requires that the record date for determining the right of securityholders of a mutual fund to receive a dividend or distribution by the mutual fund shall be calculated in accordance with section 14.1.

Under the Mutual Reliance Review System for Exemptive Relief Applications

(a) the Ontario Securities Commission is the principal regulator for this application, and

(b) this MRRS decision document evidences the decision of each Decision Maker.

Interpretation

Defined terms contained in National Instrument 14-101 Definitions have the same meaning in this decision unless they are defined in this decision.

Representations

This decision is based on the following facts represented by the Filer:

1. The Filer is a passive investment company whose principal undertaking is the holding of a portfolio of common shares of Canadian public companies (the Common Share Portfolio). The Filer has entered into a forward purchase and sale agreement (the Forward Agreement) on the Common Share Portfolio with a Canadian chartered bank (the Counterparty) pursuant to which the Counterparty has agreed to pay the Filer on the Redemption Date the economic return provided by a fixed portfolio of selected oil and gas royalty trusts (the Royalty Trust Portfolio) listed on the Toronto Stock Exchange (the TSX) which are held by an underlying fund (the Royalty Fund). The Common Share Portfolio and the Forward Agreement are the only material assets of the Filer.

2. The Filer completed its initial public offering of Capital Yield Shares (the Capital Yield Shares) and ROC Preferred Shares (the Previous ROC Preferred Shares) in September 2003. The Filer used the net proceeds of its initial public offering to acquire the Common Share Portfolio. In connection with its initial public offering, the Filer applied for and obtained an exemption (the Original Exemption) from certain provisions of NI-81-102. A copy of the letter granting the exemption is enclosed. Some aspects of the Original Exemption are based on facts and share attributes which have changed.

3. The Filer is in the process of a capital reorganization (the Reorganization) which will result in the issuance of the Preferred Shares. The Reorganization was approved by the holders of Capital Yield Shares of the Filer on July 28, 2006. The Reorganization will only be implemented if at least 1,165,500 Capital Yield Shares remain issued and outstanding following the exercise of the Special Retraction Right on or before August 4, 2006. By the close of business on August 4, 2006, 492,266 Capital Yield Shares had been tendered for retraction under the Special Retraction Right. As a result, 2,419,984 Capital Yield Shares will remain outstanding following September 16, 2006. All of the outstanding Previous ROC Preferred Shares will be redeemed on September 15, 2006 in accordance with their terms.

4. The Filer filed the Preliminary Prospectus on August 10, 2006 in respect of the offering (the Offering) of Preferred Shares. The Filer expects to file the final prospectus in respect of the Offering (the Final Prospectus) on or about September 7, 2006 and to close the Offering on or about September 14, 2006.

5. The Original Exemption does not deal with the Preferred Shares and the date by which shares must be surrendered for retraction has been changed pursuant to the Reorganization.

6. Upon the issuance of the Preferred Shares by the Filer, the Filer will be an issuer of securities which entitle the holder to receive an amount computed by reference to the value of a proportionate interest in the whole or part of the net assets of the Filer, within a specified period after demand. The Capital Yield Shares and the Preferred Shares may be surrendered for retraction at any time for a price based on "Unit Value" which is derived from a formula that is similar to a net asset value computation. Since the value of the Company's rights and obligations under the Forward Agreement is determined by reference to the value of the Royalty Fund, the Unit Value is linked to the value of the Royalty Fund.

7. It is the policy of the Royalty Fund to hold the royalty trusts comprising the Royalty Trust Portfolio and not to sell any such royalty trusts except as described in the Preliminary Prospectus.

8. It is expected that no additional Preferred Shares will be issued once the Filer is out of primary distribution.

9. The Preferred Shares are expected to be, and the Capital Yield Shares are, listed and posted for trading on the TSX. As a result, the holders of such shares will not have to rely exclusively (or even primarily) on the retraction privileges to provide liquidity for their investment.

10. The Filer will partially settle the Forward Agreement prior to the Redemption Date in order to fund: (i) quarterly distributions on the Preferred Shares and the Capital Yield Shares; (ii) retractions, redemptions and repurchases of Preferred Shares and Capital Yield Shares from time to time; and (iii) operating expenses and other liabilities of the Filer.

11. The Preferred Shares and Capital Yield Shares may be surrendered for retraction at any time. Retraction payments for Preferred Shares and Capital Yield Shares will be made on the Retraction Payment Date (as defined in the Preliminary Prospectus and the Final Prospectus) provided the Preferred Shares and Capital Yield Shares have been surrendered for retraction on or before ten business days prior to the relevant Valuation Date (as defined in the Preliminary Prospectus and the Final Prospectus).

12. The Filer will redeem any Capital Yield Shares and Preferred Shares outstanding on September 16, 2011.

Decision

Each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the decision has been met.

The decision of the Decision Makers under the Legislation is that the Requested Relief is granted from the following requirements of NI 81-102:

(a) Section 10.3 -- to permit the Filer to calculate the retraction price for the Preferred Shares and Capital Yield Shares in the manner described in the Preliminary Prospectus and the Final Prospectus and on the applicable Valuation Date as defined in the Preliminary Prospectus and the Final Prospectus;

(b) Section 10.4 -- to permit the Filer to pay the retraction price for the Preferred Shares and Capital Yield Shares on the Retraction Payment Date, as defined in the Preliminary Prospectus and the Final Prospectus; and

(c) Section 14.1 -- to relieve the Filer from the requirement relating to the record date for payment of dividends or other distributions of the Filer, provided that it complies with the applicable requirements of the TSX.

Bolivar Gold Corp. - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- issuer deemed to cease to be a reporting issuer.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c.S.5, as am., s. 83

September 22, 2006

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ALBERTA, MANITOBA, ONTARIO,

NEW BRUNSWICK, NOVA SCOTIA,

NEWFOUNDLAND AND LABRADOR

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

BOLIVAR GOLD CORP.

MRRS DECISION DOCUMENT

Background

The local securities regulatory authority or regulator (Decision Maker) in each of Ontario, Alberta, Manitoba, New Brunswick, Newfoundland and Labrador and Nova Scotia (the Jurisdictions) has received an application from Bolivar Gold Corp. (the Filer), an indirect wholly-owned subsidiary of Gold Fields Limited (GFL), for a decision under the securities legislation of the Jurisdictions (the Legislation) that Bolivar be deemed to have ceased to be a reporting issuer under the Legislation (the Requested Relief);

Under the Mutual Reliance Review System for Exemptive Relief Applications:

(a) the Ontario Securities Commission is the principal regulator for this application, and

(b) the MRRS decision document evidences the decision of each Decision Maker.

Interpretation

Defined terms contained in National Instrument 14-101 -- Definitions have the same meaning in this decision unless they are defined in this decision.

Representations

This decision is based on the following facts represented by Bolivar:

1. The Filer is a corporation incorporated under the Business Corporations Act (Yukon) with its head office and principal place of business in the Province of Ontario.

2. Prior to the completion of the Arrangement (as hereinafter defined), the Filer was a reporting issuer or had an equivalent status in each of the provinces of Alberta, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia and Ontario. The Filer was also a reporting issuer in British Columbia and on April 18, 2006 notified the British Columbia Securities Commission of its voluntary surrender of its status as a reporting issuer under BC Instrument 11-502 Voluntary Surrender of Reporting Issuer Status, effective May 1, 2006.

3. As at the closing on February 28, 2006, the Filer's authorized capital consisted of an unlimited number of common shares (the Common Shares), of which 122,352,000 Common Shares were issued and outstanding.

4. Prior to the completion of the Arrangement, Bolivar had outstanding (a) 8,947,832 share purchase options (each an Option) granted under its option plan and (b) an aggregate of 37,938,966 warrants, comprised of (i) 9,476,468 common share purchase warrants expiring March 17, 2008, exercisable at $1.10 per warrant (the Initial Warrants), (ii) 19,421,588 common share purchase warrants expiring August 25, 2008, exercisable at $1.75 per warrant (the Series A Warrants); and (iii) 9,040,910 common share purchase warrants expiring December 22, 2009, exercisable at $3.25 per warrant (the Series B Warrants, and collectively with the Initial Warrants and the Series A Warrant, the Warrants).

5. The Filer's Common Shares were listed on The Toronto Stock Exchange (the "TSX") the under the symbol "BGC", and Warrants were listed on the TSX as follows: (i) the Initial warrants under the symbol "BGC.WT"; (ii) the Series A Warrants under the symbol "BGC.WT.A" and (iii) the Series B Warrants under the symbol "BGC.WT.B". The Common Shares and Warrants ceased to be listed and posted for trading on the TSX on March 6, 2006.

6. GFL is a major producer of precious metals incorporated pursuant to the laws of South Africa, a reporting company in the United States and listed on the JSE Securities Exchange, South Africa (primary listing), New York Stock Exchange, London Stock Exchange, Euronext in Paris and Brussels, and the SWX Swiss Exchange.

7. On December 1, 2005, pursuant to an arrangement agreement entered into between the Filer and GFL (the Agreement), the Filer and GFL agreed, through a court ordered plan of arrangement (the Arrangement), to acquire (indirectly through wholly-owned affiliates) all of the issued and outstanding securities of Bolivar (the Acquisition). Pursuant to the Agreement, GFL, through AcquisitionCo, agreed to pay Bolivar's securityholders the following consideration:

(a) for each Common Share, $3.00 in cash;

(b) for each Initial Warrant, $1.90 in cash;

(c) for each Series A Warrant, $1.25 in cash;

(d) for each Series B Warrant, $0.40 in cash; and

(e) for each Option