Ontario Securities Commission Bulletin

Issue 30/12 - March 23, 2007

Ont. Sec. Bull. Issue 30/12

Table of Contents

Chapter 1 - Notices / News Releases

Notices

• Current Proceedings Before The Ontario Securities Commission

• Assignment of Certain Powers and Duties of the Ontario Securities Commission - s. 6(3)

• Notice of Ministerial Approval of National Instrument 24-101 Institutional Trade Matching and Settlement, Forms 24-101F1, 24-101F2, 24-101F3, 24-101F4, and 24-101F5, and Companion Policy 24-101CP

• Notice of Commission Approval -- Material Amendments to CDS Rules Relating to the Rule Amendment Process

• OSC Staff Notice 12-703 (Revised) -- Preferred Format of Applications to the Director under Clause 1(10)(b)

• CSA Staff Notice 12-310 Expedited Treatment of Applications under the Mutual Reliance Review System for Exemptive Relief Applications

Notices of Hearing

• First Global Ventures, S.A. et al. - ss. 127, 127(1)

• Robert Patrick Zuk et al. - s. 127

News Releases

• Ontario Court of Justice Sentences Emilia von Anhalt and Jurgen von Anhalt

• Canadian Securities Regulators Request New Members for Mining Technical Advisory and Monitoring Committee

Notices from the Office of the Secretary

• Robert Patrick Zuk et al.

• First Global Ventures, S.A. et al.

• Robert Patrick Zuk et al.

• John Alexander Cornwall et al.

• Robert Patrick Zuk et al.

• Robert Patrick Zuk et al.

Chapter 2 - Decisions, Orders and Rulings

Decisions

• RBC Dominion Securities Inc. and Royal Bank of Canada - MRRS Decision

• Premier Tech Ltd. - s. 1(10)

• Bell Nordiq Income Fund - s. 1(10)

• Calpine Power Income Fund - s. 1(10)

• Uranium Equities Limited - ss. 53, 74(1)

• H.O. Financial Limited - s. 1(10)

• CGGVeritas Services Inc. (formerly Veritas DGC Inc.) - s. 1(10)

• Domtar Inc. - MRRS Decision

• BlackRock Futures Investments L.P. - s. 1(10)

• NexGen Financial Limited Partnership - MRRS Decision

• Toreador Resources Corp. - MRRS Decision

• NexGen Financial Limited Partnership and the NexGen Funds Listed in Appendix A - MRRS Decision

• R Split III Corp. and Scotia Capital Inc. - MRRS Decision

• CI Master Limited Partnership and CI GP Limited - MRRS Decision

• Take-over Bid for Norcast Income Fund by an Indirect Wholly-Owned Subsidiary of Pala Investments Holdings Limited - MRRS Decision

• Uranium Focused Energy Fund - MRRS Decision

• R Split III Corp. - MRRS Decision

• Pioneer Metals Corporation - s. 1(10)

• Connor, Clark & Lunn Global Financials Fund II - MRRS Decision

Orders

• Grosvenor Securities LLC - s. 211 of the Regulation

• Immunotec Inc. - s. 1(11)

• National Bank of Canada and NBC Capital Trust - OSC Rule 13-502 Fees

• Robert Patrick Zuk et al.

Chapter 3 - Reasons: Decisions, Orders and Rulings

OSC Decisions, Orders and Rulings

• Robert Patrick Zuk et. al.

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 5 - Rules and Policies

• NI 24-101 Institutional Trade Matching and Settlement, Forms 24-101F1, 24-101F2, 24-101F3, 24-101F4, and 24-101F5, and Companion Policy 24-101CP

• Notice of Amendment to and Restatement of OSC Policy 12-602 Deeming a Reporting Issuer in Certain Other Canadian Jurisdictions to be a Reporting Issuer in Ontario

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

• MFDA Issues Notice of Hearing Regarding Ronald Freynet

• MFDA Hearing Panel Issues Decision and Reasons Respecting Donald Kenneth Coatsworth Disciplinary Hearing

• MFDA Hearing Panel Approves Settlement Agreement with Joseph Zollo

• CDS Rule Amendment Notice -- Technical Amendments to CDS Procedures Relating to OFAC

Chapter 25 - Other Information

Exemptions

• CGA Mining Limited - s. 13.1 of NI 51-102 Continuous Disclosure Obligations

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Chapter 1 -- Notices / News Releases

Current Proceedings Before The Ontario Securities Commission

MARCH 23, 2007

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

{1} October 3, 2006-Notice of Withdrawal

{2} Settlement approved March 1, 2007

{3} Settlement approved March 21, 2007

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

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

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

Assignment of Certain Powers and Duties of the Ontario Securities Commission - s. 6(3)

IN THE MATTER OF

THE SECURITIES ACT,

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

(the "Act")

AND

IN THE MATTER OF

THE ASSIGNMENT OF

CERTAIN POWERS AND DUTIES OF

THE ONTARIO SECURITIES COMMISSION

ASSIGNMENT

[Subsection 6(3)]

WHEREAS:

A. On May 8, 2006, pursuant to subsection 6(3) of the Act, the Ontario Securities Commission (the Commission) issued an assignment (the "May 8, 2006 Assignment") assigning certain of its powers and duties under the Act to each "Director" as that term is defined in subsection 1(1) of the Act, acting individually;

B. the Commission considers it desirable to amend and restate the May 8, 2006 Assignment to reflect certain amendments to the Act, specifically by making consequential amendments to clauses (f) and (g) of paragraph 2 of the Assignment;

NOW THEREFORE:

1. The May 8, 2006 Assignment is revoked, without prejudice to the effectiveness of any lawful exercise prior to the date of this revocation of the powers and duties assigned thereby, and is hereby replaced with the following amended and restated assignment (the "Assignment").

2. Pursuant to subsection 6(3) of the Act, the Commission assigns to each Director, acting individually, the powers and duties vested in or imposed on the Commission by:

(a) clause 21(5)(e) and subsections 21.1(4), 21.2(3) and 21.2.1(3) of the Act, but only in respect of by-laws, rules, regulations, policies, procedures, interpretations or practices that are identified to the Commission by the applicable stock exchange, self-regulatory organization, clearing agency or quotation and trade reporting system as being unlikely to raise public interest concerns;

(b) section 27 of the Act;

(c) paragraph 14 of subsection 35(1) and clause 72(1)(h) of the Act;

(d) subsection 62(5) of the Act;

(e) section 74 of the Act, but only in respect of orders that a person or company is not subject to section 53 of the Act in connection with solicitations of expressions of interest before the filing of a preliminary short form prospectus in accordance with National Instrument 44-101 Short Form Prospectus Distributions for securities to be issued pursuant to an over-allotment option granted to an underwriter by an issuer or a selling securityholder of an issuer;

(f) clause 1(10)(b) of the Act but only in respect of a reporting issuer:

(i) whose outstanding securities, including debt securities, are beneficially owned, directly or indirectly, by less than 15 security holders in Ontario and less than 51 security holders in Canada,

(ii) whose securities are not traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation,

(iii) that is not in default of any of its obligations as a reporting issuer, and

(iv) that will not be a reporting issuer or the equivalent in any jurisdiction in Canada immediately following the Director making an order that the reporting issuer is not a reporting issuer;

(g) clause 1(11)(b) of the Act, in the circumstances described in Parts 2 and 3 of Ontario Securities Commission Policy 12-602 Designating an Issuer in Certain Other Canadian Jurisdictions as a Reporting Issuer in Ontario;

(h) paragraph 1 of subsection 127(1) of the Act, provided the making of the order under subsection 127(1) of the Act is not contested on its merits and is only in respect of suspending the registration of:

(i) a registrant that, at any time, fails to meet the capital requirements applicable to the registrant,

(ii) a registrant that, at any time, fails to comply with its, his or her conditions of registration and consents to such suspension;

(iii) a registrant that has, in the opinion of the Director, acted contrary to the public interest and consents to such suspension; and

(iv) a registrant that has filed an application to surrender registration pursuant to section 27 of the Act and has consented to suspension of registration pursuant to Ontario Securities Commission Rule 33-501 Surrender of Registration;

(i) paragraph 2 and paragraph 2.1 of subsection 127(1) of the Act and subsections 127(2), (3), (5), (7), (8) and (9) of the Act, provided that the making of the order under subsections 127(1), (7) or (8) of the Act is not contested on its merits and is only in respect of

(i) trading, generally or by a person or company identified in the cease trade order, in securities of a reporting issuer that has failed to file

(A) comparative annual financial statements or interim financial statements containing the four statements and the notes required by National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) or by National Instrument 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers (NI 71-102),

(B) an auditor's report issued in connection with comparative annual financial statements,

(C) an AIF, MD&A, information circular, or business acquisition report (all as defined by NI 51-102 and by NI 71-102) containing information for each of the content items required by NI 51-102 and the applicable form, by Part 5 of Multilateral Instrument 52-110 Audit Committees, or by NI 71-102,

(D) a report on reserves data and other oil and gas information as required by National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities (NI 51-101) containing information for each of the content items required by NI 51-101 and Form 51-101F2, or

(E) a technical report as required by National Instrument 43-101 Standards of Disclosure for Mineral Projects (NI 43-101) containing information for each of the content items required by NI 43-101 and Form 43-101F1,

within the time period prescribed by Ontario securities law;

(ii) trading, generally or by a person or company identified in the cease trade order, in securities of a reporting issuer that has acknowledged in writing that comparative annual financial statements or interim financial statements filed with the Commission were not prepared in accordance with generally accepted accounting principles, including, but not limited to, where an issuer has advised the Commission or staff in writing, or has publicly announced, that it intends to restate such financial statements;

(iii) trading, generally or by a person or company identified in the cease trade order, in securities of a reporting issuer that has filed its financial statements accompanied by an auditor's report prepared by a public accounting firm that is, as of the date of the auditor's report, not a participating audit firm as defined by National Instrument 52-108 Auditor Oversight, or is not in compliance with any restrictions or sanctions imposed by the Canadian Public Accountability Board, or

(iv) trading in securities of a reporting issuer by the Chief Executive Officer ("CEO") or Chief Financial Officer ("CFO") of the reporting issuer (or, in the case of an issuer that does not have a CEO or CFO, persons performing functions similar to a CEO or CFO, as the case may be) where the reporting issuer has failed to file the certificates required by Multilateral Instrument 52-109 Certificates of Disclosure in Issuers' Annual and Interim Filings within the time period or in the form prescribed by Ontario securities law;

(j) subsection 140(2) of the Act in the circumstances described in clauses (b), (c) and (j) of section C of Ontario Securities Commission Policy 13-601 Public Availability of Material Filed Under the Securities Act;

(k) section 144 of the Act to:

(i) revoke or vary any decision made by a Director under authority assigned to him or her by the Commission pursuant to this Assignment or a predecessor Assignment, including another decision made under section 144 of the Act, but only if at the time of revoking or varying such decision the Director would have been authorized to make the decision being varied or revoked, or

(ii) vary any order made by the Commission under section 127 of the Act to the extent necessary to permit transfers of securities as contemplated by Ontario Securities Commission Policy 57-602 Cease Trade Orders -- Applications for Partial Revocation to Permit a Securityholder to Establish a Tax Loss;

(l) section 147 of the Act, but only:

(i) in respect of exempting limited market dealers from the requirements of section 21.10 of the Act in accordance with Part 3 of Ontario Securities Commission Rule 31-503 Limited Market Dealers, or

(ii) in respect of exempting international advisers from the requirements of section 21.10 of the Act, in accordance with Part 4 of Ontario Securities Commission Rule 35-502 Non-Resident Advisers,

provided that a person or company directly affected by a decision of a Director made pursuant to this Assignment may, by notice in writing sent by registered mail to the Secretary of the Commission within 30 days after the mailing of the notice of the decision, request and be entitled to a hearing and review of such decision by the Commission.

3. The Executive Director of the Commission shall from time to time determine which one or more other Directors, in each case acting alone, should, as an administrative matter, exercise each of the powers or perform each of the duties assigned by the Commission in paragraph 2 above, each of which powers may also be exercised and performed by the Executive Director, acting alone.

4. No person or company shall be required to inquire as to the authority of a member of the staff of the Commission to sign a decision pursuant to this Assignment in the capacity of a Director, and a decision purporting to be signed pursuant to this Assignment by a member of the staff of the Commission in the capacity of a Director shall be conclusively deemed to have been signed by a Director authorized by this Assignment without proof of such authority.

5. This Assignment does not preclude the Commission from itself exercising or performing any of the assigned powers or duties.

DATED this 16th day of March, 2007.

Notice of Ministerial Approval of National Instrument 24-101 Institutional Trade Matching and Settlement, Forms 24-101F1, 24-101F2, 24-101F3, 24-101F4, and 24-101F5, and Companion Policy 24-101CP

NOTICE OF MINISTERIAL APPROVAL OF

NATIONAL INSTRUMENT 24-101

INSTITUTIONAL TRADE MATCHING AND SETTLEMENT

AND

FORMS 24-101F1, 24-101F2, 24-101F3,

24-101F4 and 24-101F5

On March 7, 2007, the Minister of Government Services (the Minister) approved National Instrument 24-101 Institutional Trade Matching and Settlement as a rule under the Securities Act, together with the following forms in the rule: Form 24-101F1 Registrant Exception Report of DAP/RAP Trade Reporting and Matching; Form 24-101F2 Clearing Agency Quarterly Operations Report of Institutional Trade Reporting and Matching; Form 24-101F3 Matching Service Utility Notice of Operations; Form 24-101F4 Matching Service Utility Notice of Cessation of Operations; and Form 24-101F5 Matching Service Utility Quarterly Operations Report of Institutional Trade Reporting and Matching (together, the Instrument). Earlier versions of the Instrument were published for comment on April 16, 2004 and March 3, 2006. The Ontario Securities Commission made the Instrument as a rule on November 28, 2006 and published the final version on January 12, 2007.

The Instrument will come into force on April 1, 2007, although certain provisions become effective only on October 1, 2007.

The Instrument and companion policy are republished in Chapter 5 of this Bulletin and at http://www.osc.gov.on.ca/Regulation/Rulemaking/Current/rrn_part2_index.jsp.

Notice of Commission Approval -- Material Amendments to CDS Rules Relating to the Rule Amendment Process

CDS CLEARING AND DEPOSITORY SERVICES INC. (CDS)

MATERIAL AMENDMENTS TO CDS RULES

RULE AMENDMENT PROCESS

NOTICE OF COMMISSION APPROVAL

In accordance with the Rule Protocol between the Ontario Securities Commission (OSC) and The Canadian Depository for Securities Limited (CDS), the OSC approved on March 20, 2007 the amendments filed by CDS relating to the rule amendment process. A copy and description of these amendments were published for a 30-day comment period in the OSC Bulletin on February 2, 2007 at (2007) 30 OSCB 1169. No comment letters were received.

OSC Staff Notice 12-703 (Revised) -- Preferred Format of Applications to the Director under Clause 1(10)(b)

ONTARIO SECURITIES COMMISSION STAFF NOTICE 12-703 (Revised) -- PREFERRED FORMAT

OF APPLICATIONS TO THE DIRECTOR UNDER CLAUSE 1(10)(b) OF THE SECURITIES ACT (ONTARIO)

1. Background

This notice replaces the notice published on April 25, 2003 to substitute references to section 83 of the Act with references to clause 1(10)(b) of the Act and make consequential changes based on the language of the new Act provision. Section 83 was repealed and replaced with clause 1(10)(b) by Bill 151, An Act to enact various 2006 Budget measures and to enact, amend or repeal various Acts (short title, the Budget Measures Act, 2006 (No.2) (the Budget Measures Act) which came into force on December 20, 2006. In connection with Budget Measures Act, the Commission amended and restated the Assignment of Certain Powers and Duties of the Ontario Securities Commission, as amended (the Assignment) on March 16, 2007. The amendment and restatement reflects certain amendments to the Act, including consequential amendments to clause (f) of paragraph 2 of the Assignment that states the following:

[Pursuant to subsection 6(3) of the Act, the Commission assigns to each Director, acting individually, the powers and duties vested in or imposed upon the Commission by:]

(f) clause 1(10)(b) of the Act but only in respect of a reporting issuer:

(i) whose outstanding securities, including debt securities, are beneficially owned, directly or indirectly, by less than 15 security holders in Ontario and less than 51 security holders in Canada;

(ii) whose securities are not traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation;

(iii) that is not in default of any of its obligations as a reporting issuer; and

(iv) that will not be a reporting issuer or the equivalent in any jurisdiction in Canada immediately following the Director making an order that the reporting issuer is not a reporting issuer.

The Assignment, as amended and restated, gives the Director the power to order that a reporting issuer is not a reporting issuer in these circumstances. The Director does not have the power to grant relief to a reporting issuer that does not meet the requirements set out in clause (f) of paragraph 2 of the Assignment: Only the Commission may grant relief to such a reporting issuer.

2. Objective

Consistent with the terms of clause (f) of paragraph 2 of the Assignment, we are setting out the preferred format of applications under clause 1(10)(b) of the Act to the Director. We believe the preferred format will simplify the process for a reporting issuer submitting such an application. It may be inappropriate for a reporting issuer that does not meet the requirements of clause (f) of paragraph 2 of the Assignment, to submit an application using the preferred format.

3. Preferred Format of Applications

A reporting issuer seeking relief from the Director under clause 1(10)(b) of the Act may request relief by:

(a) submitting a letter in duplicate prepared by or on behalf of the reporting issuer that:

(i) indicates that the reporting issuer is requesting relief under clause 1(10)(b);

(ii) references this staff notice; and

(iii) includes representations by the reporting issuer that it meets each of the criteria referred to in clause (f) of paragraph 2 of the Assignment; and

(b) complying with parts A, B, and C, and subpart D(e) of OSC Policy 2.1 Applications to the Ontario Securities Commission.

An example of an Application Letter and of an Order Granting the Relief is attached as Schedule 1. Notwithstanding the format of the application described, we may request that the reporting issuer provide additional information in support of the application.

Schedule 1

Example of an Application Letter

*

Dear *

*

We are applying to the Ontario Securities Commission on behalf of the Applicant for an order under clause 1(10)(b) of the Act and consistent with Ontario Securities Commission Staff Notice 12-703 Preferred Format of Applications to the Director under Clause 1(10)(b) of the Securities Act (Ontario), that the Applicant is not a reporting issuer.

The Applicant represents that:

• The outstanding securities of the Applicant, including debt securities are beneficially owned, directly or indirectly, by less than 15 security holders in Ontario and less than 51 security holders in Canada;

• No securities of the Applicant are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation;

• The Applicant is not in default of any of its obligations under the Act as a reporting issuer; and

• The Applicant will not be a reporting issuer or the equivalent in any jurisdiction in Canada immediately following the Director granting the relief requested.

Dated this _____ day of _____, in the City of _____ in the Province of Ontario.

Applicant name *

Signature of the person who has signing authority

Example of an Order Granting the Relief

*

Dear *

*

The Applicant has applied to the Ontario Securities Commission for an order under clause 1(10)(b) of the Act that the Applicant is not a reporting issuer.

As the Applicant has represented to the Commission that:

• The outstanding securities of the Applicant, including debt securities are beneficially owned, directly or indirectly, by less than 15 security holders in Ontario and less than 51 security holders in Canada;

• No securities of the Applicant are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation;

• The Applicant is not in default of any of its obligations under the Act as a reporting issuer; and

• The Applicant will not be a reporting issuer or the equivalent in any jurisdiction in Canada immediately following the Director granting the relief requested.

The Director is satisfied that it would not be prejudicial to the public interest to grant the requested relief and orders that the Applicant is not a reporting issuer.

____________________

*

Director

CSA Staff Notice 12-310 Expedited Treatment of Applications under the Mutual Reliance Review System for Exemptive Relief Applications

CSA STAFF NOTICE 12-310 EXPEDITED TREATMENT OF APPLICATIONS

UNDER THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS

In many circumstances, filers are not filing applications for exemptive relief on a timely basis under National Policy 12-201 Mutual Reliance Review System for Exemptive Relief Applications (the Policy). Late filing of applications disrupts the efficiency of the regulatory review and decision process and can inconvenience applicants who need relief quickly.

The Policy provides for certain time frames:

• Non-principal regulators will have seven business days to review the application after receipt of the application has been acknowledged by the principal regulator (the principal regulator's review also occurs during this period).

• Following the seven business day review period, staff of the principal regulator need time to discuss and settle all issues arising from the review with the filer and present the proposed final form of decision document to the principal regulator with a recommendation. Novel, complex or unusual matters will require more time.

• After the principal regulator has made a decision, each non-principal regulator will have five business days to opt in to the decision. When all non-principal regulators have opted into the decision, the principal regulator will issue the decision document to the filer.

An abridgement of these time frames will not be granted unless the filer has made compelling arguments in the application that immediate attention is absolutely necessary and reasonable under the circumstances.

Compelling reasons

Situations where requests for expedited treatment may be valid include:

• Filers requesting relief in the context of a contested take-over bid where a delay in granting the relief would prejudice the filer's position.

• Other situations in which the filer is responding to a critical event beyond its control and could not have applied for the relief earlier.

Non-compelling reasons

Unless the filer provides a compelling explanation as to why the application process was not commenced sooner, staff do not generally consider expedited treatment to be warranted in the following situations:

• Filers requesting relief in connection with the mailing of a management information circular for a scheduled meeting of security holders to consider a transaction.

• Filers requesting relief relating to the filing of a prospectus where the relief cannot be evidenced by the receipt for the prospectus.

• Filers requesting relief in connection with the closing of a transaction.

• Filers requesting relief in respect of a continuous disclosure document shortly before the date on which it is required to be filed.

• Other situations in which the filer knew of a deadline before the application was filed and could have applied earlier.

While staff are committed to fostering efficient capital markets and will attempt to accommodate transaction timing where possible, filers planning time-sensitive transactions should build sufficient regulatory approval time into their transaction schedules.

The fact that an application may be considered routine is not a compelling argument for requesting an abridgement.

Service standards

Even where a request for expedited treatment may be valid, filers should understand that staff in each jurisdiction need time to review the application and obtain approval from decision makers after all issues arising from the review are settled. In many jurisdictions, some types of decisions can be made only by a panel of the securities regulatory authority that convenes according to a schedule. We may therefore be unable to meet a request for expedited timing, even if we agree it is warranted.

Filers must appreciate that, by requesting an abridgement, they are asking staff in all jurisdictions in which the application is filed to consider their application ahead of earlier filings that have been submitted on a timely basis. Therefore, filers requesting abridgements must justify why their filings should receive priority over others.

Filers should provide sufficient information in an application to enable staff to assess how quickly the application needs to be handled. For example, if the filer has committed to take certain steps by a specific date and needs to have staff's view or the decision makers' decision by that date, the filer should explain why staff's view or the relief is required by the specific date and identify these time constraints in its application.

Questions

Please refer your questions to any of:

March 23, 2007

First Global Ventures, S.A. et al. - ss. 127, 127(1)

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

FIRST GLOBAL VENTURES, S.A.,

ABRAHAM HERBERT GROSSMAN

(a.k.a. ALLEN GROSSMAN)

AND ALAN MARSH SHUMAN

(a.k.a. ALAN MARSH)

AMENDED AMENDED NOTICE OF HEARING

Sections 127 and 127(1)

WHEREAS on May 29, 2006, the Ontario Securities Commission (the "Commission") ordered pursuant to paragraph 2 of subsection 127(1) of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act") that all trading by First Global Ventures, S.A. ("First Global") and its officers, directors, employees and/or agents in securities shall cease and that all trading shall cease in the securities of First Global (the "Temporary Order");

AND WHEREAS the Commission further ordered on that date that service of documents upon First Global shall be effected by service upon Al Grossman and by fax, e-mail and courier at the address listed on First Global's website at www.firstglobalventures.com;

AND WHEREAS the Commission further ordered on that date that, pursuant to paragraph 6 of subsection 127(1) of the Act, the Temporary Order shall take effect immediately and shall expire on the 15th day after its making unless extended by the Commission;

AND WHEREAS pursuant to section 127(7) a hearing was scheduled for June 13, 2006 at 10:00 a.m. (the "Hearing");

AND WHEREAS on June 13, 2006, the Commission ordered the Temporary Order extended until June 28, 2006 and adjourned the Hearing to June 28, 2006;

AND WHEREAS on June 13, 2006, the Commission further ordered that service of documents upon First Global shall be effected by e-mail to amarsh@firstglobalventures.com and by courier to the street address of Ave. Aquilino De La Guardia y Calle 47, Edificio Ocean Business Plaza, Piso 18, Panama City, Panama, Apartado Postal 0816-022273;

AND WHEREAS on June 28, 2006, the Commission ordered the Temporary Order extended until the conclusion of the Hearing and ordered First Global to cease purchasing the names of potential investors from any company or person while subject to the Temporary Order;

AND WHEREAS on June 28, 2006, the Commission ordered pursuant to sections 127(1) and 127(5) of the Act that: (a) Alan Marsh Shuman ("Shuman") cease trading in all securities; and (b) any exceptions contained in Ontario securities law do not apply to Shuman (the "Second Temporary Order") for a 15 day period;

AND WHEREAS on July 13, 2006, the Commission ordered pursuant to section 127(1) of the Act that: (a) the Second Temporary Order is extended until the conclusion of the Hearing; and (b) the Hearing is adjourned to September 12, 2006;

AND WHEREAS on September 12, 2006, the Commission ordered that: (a) the Hearing is adjourned to November 21, 2006; and (b) First Global shall post a copy of the Commission Order dated September 12, 2006 prominently on the homepage of First Global's former website at www.firstglobalventures.com;

AND WHEREAS on November 21, 2006, the Commission ordered the Hearing adjourned to March 8, 2007;

AND WHEREAS Staff of the Commission have requested a hearing to consider the Amended Amended Statement of Allegations of Staff dated March 8, 2007;

TAKE NOTICE that the Commission will hold a hearing pursuant to section 127 of the Act, at its offices at 20 Queen Street West, 17th Floor Hearing Room on Tuesday, the 17th day of April, 2007 at 11:00 a.m. or as soon thereafter as the hearing can be held as to consider whether, pursuant to s. 127 and s. 127.1 of the Act, it is in the public interest for the Commission:

(1) to make an order pursuant to paragraph 2 of s. 127(1) that trading in the securities of or by First Global cease permanently or for the period specified by the Commission;

(2) at the conclusion of the hearing, to make an order against any or all of the Respondents that:

(a) trading in any securities by or of the Respondents cease permanently or for such period as is specified by the Commission, pursuant to paragraph 2 of s. 127(1);

(b) any exemptions contained in Ontario securities law do not apply to the Respondents permanently or for such period as is specified by the Commission, pursuant to paragraph 3 of s. 127(1);

(c) the Respondents be reprimanded, pursuant to paragraph 6 of s. 127(1);

(d) Allen Grossman and/or Alan Marsh Shuman be prohibited from becoming or acting as a director or officer of an issuer pursuant to paragraph 7 of s. 127(1);

(e) the Respondents pay an administrative penalty for failing to comply with Ontario securities law, pursuant to paragraph 9 of s. 127(1);

(f) the Respondents disgorge to the Commission any amounts obtained as a result of non-compliance with Ontario securities law, pursuant to paragraph 10 of s. 127(1);

(g) the Respondents be ordered to pay the costs of the Commission investigation and hearing, pursuant to s. 127.1;

(h) the Respondents be prohibited from calling at any residence or from telephoning to any residence within or outside Ontario for the purpose of trading in any security or in any class of securities pursuant to section 37(1); and

(3) to make such further orders as the Commission considers appropriate.

BY REASON OF the allegations set out in the Amended Amended Statement of Allegations dated March 8, 2007 and such further additional allegations as counsel may advise and the Commission may permit;

AND TAKE FURTHER NOTICE that any party to the proceedings may be represented by counsel at the hearing;

AND TAKE FURTHER NOTICE that upon failure of any party to attend at the time and place aforesaid, the hearing may proceed in the absence of that party and such party is not entitled to any further notice of the proceeding.

DATED at Toronto this _____ "9" _____ day of March, 2007.

"John Stevenson"

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

FIRST GLOBAL VENTURES, S.A.,

ABRAHAM HERBERT GROSSMAN

(a.k.a. ALLEN GROSSMAN)

AND ALAN MARSH SHUMAN (a.k.a. ALAN MARSH)

AMENDED AMENDED STATEMENT OF ALLEGATIONS

OF STAFF OF THE

ONTARIO SECURITIES COMMISSION

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

THE RESPONDENTS

1. First Global Ventures, S.A. ("First Global") is a company incorporated on March 31, 2006 in Panama. First Global advised on its former website (www.firstglobalventures.com) and on its letterhead that its office was located at Ave. Aquilino De La Guardia y Calle 47, Edificio Ocean Business Plaza, Piso 18, Panama City, Panama, Apartado postal 0816-02273.

2. Allen Grossman ("Grossman") of Toronto, Ontario is the president and director of Maitland Capital Ltd. ("Maitland"). Grossman resides in Toronto and is subject to the ongoing cease trade orders issued by provincial securities commissions in Ontario, New Brunswick, Alberta and Saskatchewan.

3. Alan Marsh Shuman ("Shuman") resides in Toronto and Staff have received a letter purportedly from Alan Marsh dated June 9, 2006 advising that Shuman is an officer of First Global. Shuman has denied being the author of the letter dated June 9, 2006 and has advised Staff that he is not an officer of First Global.

4. None of First Global, Grossman or Shuman is registered with the Ontario Securities Commission (the "Commission") in any capacity.

SOLICITATIONS BY FIRST GLOBAL AND SHUMAN

5. Starting in or about April 2006, Maitland shareholders were contacted by a person identifying himself as Al Marsh. Al Marsh's full name is Alan Marsh Shuman. Shuman told some of the Maitland shareholders that he was calling from Panama. Shuman advised Maitland shareholders that their investments in Maitland were no longer promising and he offered to assume all of their Maitland shares provided that the Maitland shareholders purchased shares in First Global for additional monies. The calls were made at a time when trading in Maitland shares was ordered to cease by the Commission.

6. At the time of the solicitations, most, if not all, of the Maitland shareholders were not accredited investors as defined in Commission Rule 45-501 - Ontario Prospectus and Registration Exemptions and in other Canadian jurisdictions in National Instrument 45-106 - Prospectus and Registration Exemptions and no effort was made to determine the investors' status.

7. First Global and Shuman have solicited additional Maitland shareholders and other individuals in Ontario and in other jurisdictions to purchase shares in First Global. Most, if not all, of these shareholders were not accredited investors.

8. First Global's office in Panama was a "virtual" office and telephone calls, faxes, e-mails and packages sent to First Global in Panama were forwarded to Al Marsh in Ontario.

9. The solicitations for trades in shares of First Global are trades in shares that have not been previously issued and are therefore distributions.

10. No prospectus receipt has been issued by the Commission to qualify the sale of First Global shares in Ontario.

11. The Maitland shares offered to be exchanged for shares in First Global have been subject to temporary cease trade orders issued by a number of provincial securities commissions including:

a. a temporary order issued by the Saskatchewan Financial Services Commission on July 22, 2005 against Maitland, Grossman and another person and extended indefinitely on August 8, 2005;

b. an interim cease trade order issued by the Alberta Securities Commission against Maitland, Grossman and others on November 8, 2005 and extended on November 21, 2005. Another interim cease trade was issued by the Alberta Securities Commission against Grossman and others on March 29, 2006 and extended on April 13, 2006;

c. a temporary order issued by the Commission against Maitland, Grossman and others on January 24, 2006 and extended on February 8 and 28, 2006, April 19, May 29 and June 28, 2006; and

d. a temporary order issued against Maitland, Grossman and others by the New Brunswick Securities Commission (the "NBSC") on March 31, 2006 and extended on April 11, 2006 and May 24, 2006.

FIRST GLOBAL'S WEBSITE

12. In early April 2006, Grossman retained a Toronto web development company, SeeThrough Web to create a website for First Global.

13. Grossman provided the content for the First Global website to SeeThrough Web. Much of this content was copied from other websites.

14. On April 20, 2006, the domain name www.firstglobalventures.com was registered for use on the internet and the First Global website went live on May 2, 2006.

15. The original First Global website included representations that: (a) First Global currently manages over $340 million in capital; (b) First Global's partners have been involved in energy, media, technology and communications for over 8 years; and (c) First Global was founded in 1998, which representations are false.

ORDER OF REPUBLICA DE PANAMA COMISION NACIONAL DE VALORES/ PANAMANIAN NATIONAL SECURITIES COMMISSION

16. By order of the Panama Comisión Nacional de Valores ("CNV") dated September 19, 2006, the CNV ordered, inter alia:

a. the immediate suspension of any kind of advertising by First Global on any communication media, including websites, as a preventative measure and for the general protection of the investing public, including also any security transaction and trading and the provision of services related with the securities exchange for which a licence issue by the CNV is required;

b. that this suspension order also applied to the use of any documents offering services typical of an investment consultant, investment manager, securities firm, securities broker, analyst, principal manager or offering shares in investment companies in or from the Rupublic of Panama; and

c. the filing of books, accounts and documents requested by the National Bureau of Securities Exchange and Control, based on grounded reasons, in order to determine if any intermediation of funding activities are being conducted by First Global.

17. Notwithstanding that First Global is a Panamanian corporation, First Global lacks the necessary licence to carry on business as a securities intermediary to or from Panama.

18. As a result of the CNV order and orders of the Ontario and New Brunswick Securities Commissions, three web hosting companies have removed First Global's web pages from their servers. As a result, First Global currently operates its website at www.firstglobalventures.net.

INVOLVEMENT OF ALLEN GROSSMAN AND ALAN MARSH SHUMAN

19. Grossman has been and continues to be subject to a temporary cease trade order issued by the Commission in the Maitland matter on January 24, 2006.

20. Marsh has been and continues to be subject to a temporary order issued by the Commission in this matter on May 29, 2006.

21. Grossman operates a company, Introvest Consulting Limited ("Introvest") which provides consulting services to First Global for a monthly fee of $10,000 plus GST and provides lists of names of potential investors to First Global at a cost of U.S. $100 per name. Introvest was incorporated on February 27, 2006 as an Ontario corporation.

22. Grossman either by himself or through Introvest carried out the following acts, solicitations or conduct in furtherance of trades of First Global shares to the public:

a. sold names of potential investors to First Global at a cost of US $100 per name;

b. contracted with SeeThrough Web to create the First Global website, the content of which was copied from another website;

c. retrieved e-mails sent to various First Global e-mail addresses using computers located at Introvest's office;

d. arranged for couriers to pick up documents including subscription agreements and cheques from investors;

e. arranged for couriers to deliver documents including share certificates, subscription invoices and First Global correspondence to investors;

f. communicated to Maitland shareholders concerning an opportunity to trade in their Maitland shares for First Global shares;

g. directed investors to www.firstglobalventures.com for additional information on First Global;

h. advised investors that First Global's shares would be listed on a stock exchange and expected to increase in value;

i. advised investors that he had invested in First Global and that First Global was a great opportunity;

j. arranged for couriers to deliver documents and cheques to First Global in Panama and to First Global's bank in Panama;

k. paid North Star Executive Services $6000 for "Investors Lead Generation" services;

l. paid Shuman $9,020 for "Investor Lead Lists";

m. located new hosting companies for First Global's website after it was shut down;

n. billed First Global at least $320,000 for services rendered;

o. continued to solicit and/or provide assistance to First Global for the solicitation and sale or attempted sale of First Global shares to investors;

p. faxed a letter to the CNV requesting the revocation of the CNV order against First Global dated September 19, 2006;

q. provided names of Maitland shareholders to First Global which permitted these Maitland shareholders to be solicited by First Global representatives; and

r. such other acts as counsel may advise and the Commission pay permit.

23. Grossman either by himself or acting through Introvest has carried out acts in furtherance of the sale of First Global shares to the public and therefore has traded in shares of First Global contrary to sections 25 and 53 of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act").

24. Grossman's activities constitute a breach of the temporary order of the Commission dated January 24, 2006.

25. Shuman carried out the following acts, solicitations or conduct in furtherance of trades of First Global shares to the public:

a. spoke to investors concerning investing in First Global;

b. sold names of potential investors including "Investor Lead Lists" to First Global;

c. spoke by telephone to Maitland shareholders concerning an opportunity to trade in their Maitland shares for First Global shares;

d. spoke by telephone to potential First Global investors concerning an opportunity to purchase First Global shares;

e. advised investors that First Global's shares would be listed on a stock exchange and expected to increase in value;

f. advised investors that he had invested in First Global and that First Global was a great opportunity;

g. arranged for couriers to pick up documents including subscription agreements and cheques from investors;

h. arranged for couriers to deliver documents including share certificates, subscription invoices and First Global correspondence to investors;

i. arranged for couriers to deliver documents and cheques to First Global in Panama and to First Global's bank in Panama;

j. signed subscription agreements for First Global;

k. solicited investors and/or provided support for the sale of First Global shares;

l. directed investors to www.firstglobalventures.com for additional information on First Global;

m. contacted Maitland shareholders to determine whether they would be interested in exchanging their Maitland shares for First Global shares;

n. provided sales support to First Global salespersons and investors; and

o. such other acts as counsel may advise and the Commission pay permit.

26. Shuman has carried out acts in furtherance of the sale of First Global shares to the public and therefore has traded in shares of First Global contrary to sections 25 and 53 of the Act.

27. The Respondents made representations regarding the future value of First Global shares and representations regarding the future listing of First Global shares on a stock exchange with the intention of effecting trades in First Global shares.

28. Marsh's activities constitute a breach of the temporary order of the Commission dated May 24, 2006.

NEW BRUNSWICK AND NEWFOUNDLAND & LABRADOR CEASE TRADE ORDERS RESPECTING FIRST GLOBAL AND GROSSMAN

29. First Global and Grossman are subject to a temporary cease trade order issued by the NBSC on May 11, 2006 (the "NBSC Order"). The NBSC Order also provides that all trading in the securities of First Global and by First Global, its officers, directors, employees and/or agents shall cease.

30. On June 14, 2006, the NBSC made the NBSC Order permanent and ordered a hearing to determine whether an administrative penalty and costs should be ordered against First Global and Grossman.

31. On November 1, 2006, the NBSC issued a Supplementary Notice of Hearing adding Alan Marsh Shuman as a respondent in the NBSC proceeding and seeking certain relief against him.

32. On May 27, 2006, the Newfoundland and Labrador Superintendent of Securities ordered that First Global, Maitland and others are prohibited from trading in securities in the Province of Newfoundland and Labrador.

CONDUCT CONTRARY TO THE PUBLIC INTEREST

33. First Global, Grossman and Shuman are not registered with the Commission in any capacity. First Global, Grossman and Marsh have traded in securities contrary to section 25 of the Act and contrary to the public interest.

34. No prospectus receipt has been issued to qualify the sale of First Global shares contrary to section 53 of the Act and contrary to the public interest.

35. First Global and its representatives including Grossman and Shuman have made misleading representations to investors, including representations regarding the future listing and future value of First Global shares with the intention of effecting sales of First Global shares contrary to section 38 of the Act and contrary to the public interest.

36. Grossman's activities constitute a breach of the ongoing Commission order issued against him on January 24, 2006 which order remains in effect.

37. First Global's activities after May 29, 2006 constitute a breach of the ongoing Commission order issued against First Global on May 29, 2006 which order remains in effect.

38. Shuman's activities after June 28, 2006 constitute a breach of the ongoing Commission order issued against him on June 28, 2006 which order remains in effect.

39. The Respondents used high-pressure sales tactics when selling First Global shares to the public contrary to the public interest.

40. By Commission order dated September 12, 2006, the Commission ordered First Global to post a copy of the Commission order dated September 12, 2006 prominently on the homepage of First Global's website. This order was never posted on First Global's website and First Global remains in breach of the Commission order dated September 12, 2006.

41. The conduct of the Respondents was contrary to the public interest and harmful to the integrity of the Ontario capital markets.

42. Such additional allegations as Staff may advise and the Commission may permit.

DATED at Toronto this 8th day of March, 2007

Robert Patrick Zuk et al. - s. 127

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,

AND MATTHEW NOAH COLEMAN

NOTICE OF HEARING

(Section 127)

TAKE NOTICE that the Ontario Securities Commission (the "Commission") will hold a hearing pursuant to section 127 of the Securities Act (the "Act") at the Commission's offices on the 17th floor, 20 Queen Street West, Toronto, Ontario, commencing on Wednesday, March 21, 2007, at 2:00 p.m. or as soon thereafter as the hearing can be held.

AND TAKE NOTICE THAT the purpose of the Hearing is for the Commission to consider whether it is in the public interest to approve the settlement of the proceeding entered into between Staff of the Commission ("Staff") and the respondent Matthew Noah Coleman;

BY REASON OF the allegations set out in the Amended Amended Statement of Allegations of Staff and such additional allegations as counsel may advise and the Commission may permit.

AND TAKE FURTHER NOTICE that any party to the proceeding may be represented by counsel if that party attends or submits evidence at the hearing.

AND TAKE FURTHER NOTICE THAT, upon failure of any party to attend at the time and place aforesaid, the hearing may proceed in the absence of that party and such party is not entitled to any further notice of the proceeding.

DATED at Toronto this 16th day of March, 2007

Ontario Court of Justice Sentences Emilia von Anhalt and Jurgen von Anhalt

FOR IMMEDIATE RELEASE

March 19, 2007

ONTARIO COURT OF JUSTICE SENTENCES

EMILIA VON ANHALT AND JURGEN VON ANHALT

TORONTO -- Today, Justice J.C. Moore of the Ontario Court of Justice sentenced, in absentia, Emilia von Anhalt to two years less a day imprisonment and Jurgen von Anhalt to 15 months imprisonment for violations of the Ontario Securities Act (the "Act").

On January 30, 2007, Justice Moore convicted Emilia von Anhalt on 38 counts, and convicted Emilia von Anhalt and Jurgen von Anhalt jointly on 27 counts of contravening the Act.

Requests for copies of the Transcript of the Court's Reasons may be made to the Ontario Court of Justice.

Canadian Securities Regulators Request New Members for Mining Technical Advisory and Monitoring Committee

FOR IMMEDIATE RELEASE

March 20, 2007

CANADIAN SECURITIES REGULATORS

REQUEST NEW MEMBERS FOR

MINING TECHNICAL ADVISORY AND

MONITORING COMMITTEE

Toronto - The Canadian Securities Administrators (CSA) is inviting new applications for membership on its Mining Technical Advisory and Monitoring Committee (MTAMC) as it expands the committee from 10 members to 15.

The MTAMC advises the CSA on a variety of mining related regulatory issues and serves as a forum for communication between the CSA and the mining industry. It is composed of volunteers from across Canada drawn from different sectors of the mining industry, from early stage exploration to production. In view of increased industry activity, the CSA feels expanding the committee would more accurately represent all sectors of the mining industry. The MTAMC meets approximately four times a year, mostly by teleconference. Members will serve two-year terms.

Members are expected to have extensive technical expertise and a strong interest in securities regulatory policy as it relates to the mining industry. As such, familiarity with the CSA legislation and policies would be very useful. Individual practitioners and representatives of small and large public mining companies, mining analysts and other interested persons are invited to apply for membership by April 12, 2007, in writing indicating their areas of practice and relevant experience.

Applications and any queries regarding this committee may be forwarded to:

Robert Patrick Zuk et al.

FOR IMMEDIATE RELEASE

March 15, 2007

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

ROBERT PATRICK ZUK, DANE ALAN WALTON,

DEREK REID, IVAN DJORDJEVIC,

AND MATTHEW NOAH COLEMAN

TORONTO -- Staff of the Ontario Securities Commission filed an Amended Amended Statement of Allegations in the above matter on March 14, 2007.

A copy of the Amended Amended Statement of Allegations of Staff of the Commission dated March 7, 2007 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,

AND MATTHEW NOAH COLEMAN

AMENDED 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 as a trader and as the Manager of Trading. Walton supervised other traders and was responsible to oversee their trading activity in Visa Gold and other shares. 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.

6. The respondent Matthew Noah Coleman ("Coleman") is a registered representative who, at all material times, was employed by Dundee Securities Corporation.

7. Reid, Djordjevic and Coleman 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

8. 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.

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

10. 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

11. 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

12. 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 (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), 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

13. 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").

14. 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.

15. 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.

16. 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.

17. 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.

18. 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 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

19. 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. 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.

20. 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; and

b. 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.

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

22. 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.

23. 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

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

a. Walton or traders supervised by him 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 or a trader supervised by him acting 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 or a trader supervised by 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.

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.

25. 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 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

26. 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.

27. 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

28. 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.

29. 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 and the firm inventory accounts, as applicable.

30. The respondents benefited financially from their misconduct.

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

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

Dated at Toronto this 7th day of March, 2007

First Global Ventures, S.A. et al.

FOR IMMEDIATE RELEASE

March 15, 2007

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

FIRST GLOBAL VENTURES, S.A.,

ABRAHAM HERBERT GROSSMAN

(a.k.a. ALLEN GROSSMAN) AND

ALAN MARSH SHUMAN (a.k.a. ALAN MARSH)

TORONTO -- The Office of the Secretary issued an Amended Amended Notice of Hearing on March 9, 2007 in the above named matter.

A copy of the Amended Amended Notice of Hearing and the Amended Amended Statement of Allegations of Staff of the Commission dated March 8, 2007 are available at www.osc.gov.on.ca.

Robert Patrick Zuk et al.

FOR IMMEDIATE RELEASE

March 20, 2007

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

ROBERT PATRICK ZUK, DANE ALAN WALTON,

DEREK REID, IVAN DJORDJEVIC,

AND MATTHEW NOAH COLEMAN

TORONTO -- The Office of the Secretary issued a Notice of Hearing on March 16, 2007 to consider whether to approve the proposed settlement of the proceeding entered into between Staff of the Commission and Matthew Noah Coleman to be heard on Wednesday, March 21, 2007 at 2:00 p.m. in the Large Hearing Room.

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

John Alexander Cornwall et al.

FOR IMMEDIATE RELEASE

March 20, 2007

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

JOHN ALEXANDER CORNWALL,

KATHRYN A. COOK, DAVID SIMPSON,

JEROME STANISLAUS XAVIER,

CGC FINANCIAL SERVICES INC. AND

FIRST FINANCIAL SERVICES INC.

TORONTO -- The Hearing on the Merits held on February 21 to 23, 2007 in the above matter will resume on April 23, 2007 through to April 25, 2007.

Robert Patrick Zuk et al.

FOR IMMEDIATE RELEASE

March 20, 2007

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

ROBERT PATRICK ZUK, DANE ALAN WALTON,

DEREK REID, IVAN DJORDJEVIC,

AND MATTHEW NOAH COLEMAN

TORONTO -- Further to our Notice of this morning, the Hearing to consider whether to approve the proposed settlement of the proceeding entered into between Staff of the Commission and Matthew Noah Coleman to be heard on Wednesday, March 21, 2007 will commence at 12:00 p.m. instead of 2:00 p.m. in the Large Hearing Room.

A copy of this Notice is available at www.osc.gov.on.ca.

Robert Patrick Zuk et al.

FOR IMMEDIATE RELEASE

March 21, 2007

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

ROBERT PATRICK ZUK, DANE ALAN WALTON,

DEREK REID, IVAN DJORDJEVIC,

AND MATTHEW NOAH COLEMAN

TORONTO -- Following a hearing held today, the Commission issued an Order approving the Settlement Agreement reached between Staff of the Commission and Matthew Noah Coleman.

A copy of the Order and Settlement Agreement are available at www.osc.gov.on.ca.

Chapter 2 -- Decisions, Orders and Rulings

RBC Dominion Securities Inc. and Royal Bank of Canada - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- Registered investment dealer exempted from section 228 of the Regulation for recommendations in respect of securities of its parent bank, subject to conditions -- Decision permits the registrant to make recommendations in the circumstances contemplated by subsection 228(2) of the Regulation, but without having to comply with the requirement for (comparative) information, similar to that set forth in respect of the bank, for a substantial number of other persons or companies that are in the industry or business of the bank, to the extent that such comparative information is not known, or ascertainable, by the registrant -- In incorporating other requirements from subsection 228(2), the decision also provides that the space and prominence restrictions in clause 228(2)(d) relate to the information for which there is such comparative information.

Applicable Ontario Statutory Provisions

Ontario Regulation 1015, R.R.O. 1990, as am., ss. 228 and 233.

March 15, 2007

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

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

RBC DOMINION SECURITIES INC. (the Filer)

AND ROYAL BANK OF CANADA (the Bank)

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 (the Legislation) of the Jurisdiction that the provisions (the Recommendation Prohibition) in the Legislation which provide that no registrant shall, in any medium of communication, recommend, or cooperate with any person [or company] in the making of any recommendation, that the securities of the registrant, or a related issuer of the registrant, or, in the course of a distribution, the securities of a connected issuer of the registrant, be purchased, sold or held, shall not, in certain circumstances, apply to the Filer, in respect of securities of its parent bank, the Bank;

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

1. The Filer, a corporation incorporated under the laws of Canada, has its head office in Ontario.

2. The Bank is a Canadian chartered bank named in Schedule I of the Bank Act (Canada).

3. The Filer is a wholly-owned subsidiary of the Bank and, as such, the Bank is a "related issuer" of the Filer for the purposes of the Recommendation Prohibition.

4. The Filer is registered under the Legislation of each of the Jurisdictions as a dealer in the category of "investment dealer".

5. The Filer acts as a full-service investment dealer.

6. The Filer provides equity research report coverage on a very large number of issuers, including the Bank and all of the other banks currently named in Schedule I of the Bank Act (Canada).

7. As a member of the Investment Dealers Association of Canada (the IDA), the Filer is obliged to comply with the IDA Policy 11 -- Research Restrictions and Disclosure Requirements (IDA Policy 11).

8. Guideline No. 3 of IDA Policy 11 states:

Members should adopt standards of research coverage that include, at a minimum, the obligation to maintain and publish current financial estimates and recommendations on securities followed, and to revisit such estimates and recommendations within a reasonable time following the release of material information by an issuer or the occurrence of other relevant events.

9. In each of the Jurisdictions, the Legislation provides an exemption (the Statutory Exemption) from the Recommendation Prohibition for a recommendation (a Recommendation) to purchase, sell or hold securities of an issuer, that is contained in a circular, pamphlet or similar publication (a Report) that is published, issued or sent by a registrant and is of a type distributed with reasonable regularity in the ordinary course of its business, provided that the Report:

(a) includes in a conspicuous position, in type not less legible than that used in the body of the Report

(i) a full and complete statement (a Relationship Statement) of the relationship or connection between the registrant and the issuer of the securities; and

(ii) a full and complete statement of the obligations of the registrant under the Recommendation Prohibition and the Statutory Exemption;

(b) includes information (Comparative Information) similar to that set forth in respect of the issuer for a substantial number of other persons or companies (Competitors) that are in the industry or business of the issuer; and

(c) does not give materially greater space or prominence to the information set forth in respect of the issuer than to the information set forth in respect of any other person or company described therein.

10. So long as the Filer remains a related issuer of the Bank, the Filer cannot rely on the Statutory Exemption from the Recommendation Prohibition, to publish in a Report any Recommendation with respect to securities of the Bank, including a revision to a previous Recommendation, in response to:

(a) the release of interim financial statements of the Bank or information concerning such financial statements, or

(b) the release of information, or the occurrence of an event, that might reasonably be interpreted to have, or possibly have, a significant effect on the value of any securities issued by the Bank, or the continued validity of previously published financial estimates or recommendation issued by the Filer in respect of any securities issued by the Bank,

unless, at the relevant time, the Filer has been able to ascertain, and is able to include in the Report, Comparative Information for a substantial number of Competitors of the Bank, and also satisfy the requirements of the Statutory Exemption relating to space and prominence of information, referred to in paragraph 9(c), above.

11. The Filer will be precluded from including in any Report Comparative Information for a substantial number of Competitors of the Bank if, at the relevant time:

(a) there is no Comparative Information for any Competitors that is known, or ascertainable, by the Filer, or

(b) there is no Comparative Information for a substantial number of Competitors of the Bank that is known, or ascertainable, by the Filer.

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 Recommendation Prohibition shall not apply to Recommendations of the Filer in respect of securities of the Bank that are made by the Filer in a Report, in response to:

(i) the release of interim financial statements of the Bank or information concerning such financial statements, or

(ii) the release of information, or the occurrence of an event, that might reasonably be interpreted to have, or possibly have, a significant effect on the value of any securities issued by the Bank, or the continued validity of previously published financial estimates or recommendation issued by the Filer in respect of any securities issued by the Bank,

if, at the relevant time, Comparative Information for a substantial number of Competitors of the Bank is not known, or ascertainable, by the Filer, provided that:

(A) the Report includes in a conspicuous position in a type not less legible than that used in the body of the Report:

(i) a Relationship Statement concerning the relationship or connection between the Filer and the Bank; and

(ii) a full and complete statement of the obligations of the Filer under the Recommendation Prohibition and this Decision;

(B) for any information in respect of the Bank that is included in the Report, for which there is Comparative Information for any Competitors that is known, or ascertainable, by the Filer, the Report includes such Comparative Information;

(C) for the information referred to in paragraph (B) above, the Report does not give greater prominence to the information in respect of the Bank than to the Comparative Information for any of the Competitors of the Bank that is included in the Report; and

(D) the decision shall terminate on the day that is two years after the date of this decision.

Premier Tech Ltd. - s. 1(10)

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- application for an order that the issuer is not a reporting issuer.

Ontario Statutes

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10).

Montreal, March 9, 2007

Attention: Mr. Andrew E. Bryan

Dear Sir:

The Applicant has applied to the local securities regulatory authority or regulator (the "Decision Maker") in each of the Jurisdictions for a decision under the securities legislation (the "Legislation") of the Jurisdictions to be deemed to have ceased to be a reporting issuer in the Jurisdictions.

As the Applicant has represented to the Decision Makers that,

• the outstanding securities of the Applicant, including debt securities, are beneficially owned, directly or indirectly, by less than 15 security holders in each of the jurisdictions in Canada and less than 51 security holders in total in Canada;

• no securities of the Applicant are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation;

• the Applicant is applying for relief to cease to be a reporting issuer in all of the jurisdictions in Canada in which it is currently a reporting issuer; and

• the Applicant is not in default of any of its obligations under the Legislation as a reporting issuer,

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 and orders that the Applicant is deemed to have ceased to be a reporting issuer.

Bell Nordiq Income Fund - s. 1(10)

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- application for an order that the issuer is not a reporting issuer.

Ontario Statutes

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10).

Montreal, March 13, 2007

Attention: Mrs. Dawn P. Whittaker

Dear Madam:

The Applicant has applied to the local securities regulatory authority or regulator (the "Decision Maker") in each of the Jurisdictions for a decision under the securities legislation (the "Legislation") of the Jurisdictions to be deemed to have ceased to be a reporting issuer in the Jurisdictions.

As the Applicant has represented to the Decision Makers that,

• the outstanding securities of the Applicant, including debt securities, are beneficially owned, directly or indirectly, by less than 15 security holders in each of the jurisdictions in Canada and less than 51 security holders in total in Canada;

• no securities of the Applicant are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation;

• the Applicant is applying for relief to cease to be a reporting issuer in all of the jurisdictions in Canada in which it is currently a reporting issuer; and

• the Applicant is not in default of any of its obligations under the Legislation as a reporting issuer,

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 and orders that the Applicant is deemed to have ceased to be a reporting issuer.

Calpine Power Income Fund - s. 1(10)

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- application for an order that the issuer is not a reporting issuer.

Ontario Statutes

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10).

March 14, 2007

Attention: Andrea E. Gendron

Dear Madam:

The Applicant has applied to the local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions for a decision under the securities legislation (the Legislation) of the Jurisdictions to be deemed to have ceased to be a reporting issuer in the Jurisdictions.

As the Applicant has represented to the Decision Makers that:

1. the outstanding securities of the Applicant, including debt securities, are beneficially owned, directly or indirectly, by less than 15 security holders in each of the jurisdictions in Canada and less than 51 security holders in total in Canada;

2. no securities of the Applicant are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation;

3. the Applicant is applying for relief to cease to be a reporting issuer in all of the jurisdictions in Canada in which it is currently a reporting issuer; and

4. the Applicant is not in default of any of its obligations under the Legislation as a reporting issuer,

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 and orders that the Applicant is deemed to have ceased to be a reporting issuer in the Jurisdictions.

Relief requested granted on the 14th day of March, 2007.

Uranium Equities Limited - ss. 53, 74(1)

Headnote

Relief from the prospectus requirement in connection with the first trade of ordinary shares to be distributed to residents of Canada under a prospectus exemption -- the issuer of the ordinary shares is not a reporting issuer in any jurisdiction of Canada -- the conditions of the exemption in section 2.14 of National Instrument 45-102 Resale of Securities are not fully met as residents of Canada currently own more than 10% of the total number of ordinary shares -- the ordinary shares held by Canadian residents are concentrated -- relief granted subject to conditions, including: that the first trade must be made through an exchange or market outside of Canada or to a person or company outside of Canada; that residents of Canada do not, after the proposed offering, own directly or indirectly more than 10 percent of the outstanding ordinary shares, excluding the shares currently held by Canadian residents; and, that residents of Canada do not after the proposed offering represent in number more than 10 percent of the total number of owners directly or indirectly of ordinary shares -- relief limited to the first trade by the Canadian resident investors who purchase ordinary shares in the proposed offering and does not extend to subsequent exempt purchasers.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 53 and 74(1).

National Instrument 45-102 Resale of Securities.

March 2, 2007

IN THE MATTER OF

THE SECURITIES ACT (ONTARIO)

AND

IN THE MATTER OF

URANIUM EQUITIES LIMITED (the "Filer")

DECISION DOCUMENT

Background

The Ontario Securities Commission (the "Decision Maker") has received an application from the Filer for a decision under the Securities Act (Ontario) (the "Legislation") for an exemption from the prospectus requirement of the Legislation for first trades of the Canadian Offering Shares (as defined below) by the Canadian Investors (as defined below) that purchase such shares pursuant to the Offering (as defined below) (the "Requested Relief").

This decision document evidences the decision of the Decision Maker (the "Decision").

Interpretation

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

"ASX" means the Australian Stock Exchange.

"NI 45-106" means National Instrument 45-106 Prospectus and Registration Exemptions.

Representations

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

1. The Filer was incorporated under the laws of Australia. The Filer is a uranium exploration company which currently has 28 uranium projects in Australia.

2. The Filer's registered head office is located at Level 2, 1292 Hay Street, West Perth, Western Australia 6005 and has a second office at Level 6 West, 50 Grenfell Street, Adelaide, South Australia 5000. The principal management, assets and operations of the Filer are located in Australia.

3. Ordinary shares of the Filer ("Ordinary Shares") are listed and posted for trading on the ASX.

4. The authorized capital of the Filer consists of an unlimited number of Ordinary Shares. As of the close of business on February 2, 2007, the Filer's issued and outstanding share capital consisted of 133,310,801 Ordinary Shares.

5. At the close of business on February 2, 2007 the authorised capital of the Filer consisted of an unlimited number of Ordinary Shares, of which 133,310,801 Ordinary Shares are issued and outstanding. Of these shares, an aggregate of 20,002,000 Ordinary Shares (approximately 15.0% of the outstanding Ordinary Shares), are deemed to be held by residents of Canada (the "Existing Canadian Shares"). To the knowledge of the Filer, the holder of the vast majority of the Existing Canadian Shares (20,000,000) is Lagoon Creek Resource Pty Ltd. ("Lagoon Creek"), an Australian company which is a wholly-owned subsidiary of Laramide Resources Ltd. ("Laramide"), a Canadian public corporation whose head office is in Toronto, Ontario and shares are listed on the TSX Venture Exchange. Lagoon Creek did not access the Canadian public markets to obtain the Existing Canadian Shares as follows:

(a) on January 13, 2006 the Filer entered into a subscription agreement with Laramide in respect of the subscription by Laramide, or its nominee, for Ordinary Shares;

(b) in accordance with applicable laws in Australia, the subscription of Ordinary Shares by Laramide, or its nominee, was subject to approval by the shareholders of the Filer; and

(c) shareholder approval was obtained at a meeting on May 8, 2006 and the subscription by Lagoon Creek was completed shortly thereafter in a transaction that did not require the publication of a prospectus in accordance with the applicable laws of Australia.

6. By virtue of Section 1.1(5) of the Legislation, Laramide is deemed to beneficially own the Existing Canadian Shares.

7. The Filer intends to conduct a private placement offering (the "Offering") in certain jurisdictions, including in Ontario (the "Jurisdiction").

8. The number of Ordinary Shares to be issued pursuant to the Offering will be 46,000,000 Ordinary Shares of which the Filer anticipates 6,000,000 Ordinary Shares will be subscribed for by Lagoon Creek.

9. Part of the Offering will be a private placement of Ordinary Shares (the "Canadian Offering Shares") to investors other than Lagoon Creek, Laramide or any of their respective affiliates in the Jurisdiction (the "Canadian Investors") in reliance on registration and prospectus exemptions contained in NI 45-106.

10. The Canadian Investors are all resident in the Jurisdiction.

11. The Filer expects that on completion of the Offering, Lagoon Creek and the Canadian Investors will together own more than 10% of the outstanding Ordinary Shares.

12. Residents of Canada do not and will not, after giving effect to the Offering, own directly or indirectly more than 10 percent of the outstanding Ordinary Shares, excluding the Existing Canadian Shares.

13. Residents of Canada do not and will not, after giving effect to the Offering, represent in number more than 10 percent of the total number of owners directly or indirectly of Ordinary Shares.

14. The Filer is not a reporting issuer in any province or territory of Canada and will not become a reporting issuer as a result of the Offering.

15. The Filer has no current intention of becoming a reporting issuer in Canada.

16. The Ordinary Shares are not currently listed on any exchange or quotation system in Canada and the Filer has no plans to apply for a listing in Canada.

17. As the Filer is under no obligation to file a prospectus, the Ordinary Shares held by Canadian residents are subject to resale restrictions that may never expire.

18. In the absence of an order granting relief, the first trade in the Canadian Offering Shares by any of the Canadian Investors will be deemed to be a distribution pursuant to section 2.6 of National Instrument 45-102 Resale of Securities ("NI 45-102") unless, among other things, the Filer has been a reporting issuer for four months immediately preceding the trade in one of the jurisdictions set forth in Appendix B to NI 45-102.

19. The exemption provided for by section 2.14 of NI 45-102 will not be available to the Canadian Investors with respect to a first trade of Canadian Offering Shares as the criteria set out in subsection 2.14(b) of NI 45-102 is not met in that it is expected that, at the distribution date of the Canadian Offering Shares, residents of Canada will be deemed to own directly or indirectly more than 10% of the outstanding Ordinary Shares.

20. No market for the Ordinary Shares exists in Canada and none is expected to develop. It is intended that any resale of the Canadian Offering Shares by Canadian residents be effected through the facilities of the ASX or another exchange or market outside of Canada on which the Ordinary Shares may be quoted or listed at the time the trade occurs or to a person or company outside of Canada, in accordance with the rules and regulations of such foreign market.

21. The Filer will be subject to reporting obligations under the rules of the ASX. Holders of Canadian Offering Shares will receive copies of all shareholder materials provided to all other holders of Ordinary Shares, as required by the rules of the ASX.

Decision

The Decision Maker 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 Maker is that the Requested Relief is granted provided that:

1. the Filer is not a reporting issuer in any jurisdiction of Canada at the date of the trade;

2. residents of Canada do not, after giving effect to the Offering, own directly or indirectly more than 10 percent of the outstanding Ordinary Shares, excluding the Existing Canadian Shares;

3. residents of Canada do not, after giving effect to the Offering, represent in number more than 10 percent of the total number of owners directly or indirectly of Ordinary Shares;

4. the trade is made through an exchange or market outside of Canada or to a person or company outside of Canada.

H.O. Financial Limited - s. 1(10)

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- application for an order that the issuer is not a reporting issuer.

Ontario Statutes

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10).

March 16, 2007

Attention: Ryan Szainwald

Dear Mr. Szainwald:

The Applicant has applied to the local securities regulatory authority or regulator (the "Decision Maker") in each of the Jurisdictions for a decision under the securities legislation (the Legislation") of the Jurisdictions not to be a reporting issuer in the Jurisdictions.

As the Applicant has represented to the Decision Makers that,

• the outstanding securities of the Applicant, including debt securities, are beneficially owned, directly or indirectly, by less than 15 security holders in each of the jurisdictions in Canada and less than 51 security holders in total in Canada;

• no securities of the Applicant are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation;

• the Applicant is applying for relief not to be a reporting issuer in all of the jurisdictions in Canada in which it is currently a reporting issuer; and

• the Applicant is not in default of any of its obligations under the Legislation as a reporting issuer,

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 and orders that the Applicant is not a reporting issuer.

CGGVeritas Services Inc. (formerly Veritas DGC Inc.) - s. 1(10)

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- application for an order that the issuer is not a reporting issuer.

Ontario Statutes

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10).

March 8, 2007

Attention: Shannon Ward

Dear Madam:

The Applicant has applied to the local securities regulatory authority or regulator (the "Decision Maker") in each of the Jurisdictions for a decision under the securities legislation (the "Legislation") of the Jurisdictions to be deemed to have ceased to be a reporting issuer in the Jurisdictions.

As the Applicant has represented to the Decision Makers that:

1. the outstanding securities of the Applicant, including debt securities, are beneficially owned, directly or indirectly, by less than 15 security holders in each of the jurisdictions in Canada and less than 51 security holders in total in Canada;

2. no securities of the Applicant are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation;

3. the Applicant is applying for relief via this application to cease to be a reporting issuer in all of the jurisdictions in Canada other than British Columbia in which it is currently a reporting issuer and in British Columbia the Applicant has submitted a notice of voluntary surrender of reporting issuer status pursuant to the British Columbia Instrument 11-502; and

4. the Applicant is not in default of any of its obligations under the Legislation as a reporting issuer,

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 and orders that the Applicant is deemed to have ceased to be a reporting issuer in the Jurisdictions.

Relief requested granted on the 8th day of March, 2007.

Domtar Inc. - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- Relief granted from the disclosure requirements for an information circular in connection with a plan of arrangement involving an exchangeable share issuer

Applicable Legislative Provisions

National Instrument 51-102 Continuous Disclosure Obligations.

National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency.

January 30, 2007

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

DOMTAR INC. ("Domtar")

MRRS DECISION DOCUMENT

Background

The local securities regulatory authority or regulator (the "Decision Maker") in each of the Jurisdictions has received an application from Domtar for a decision under the securities legislation of the Jurisdictions (the "Legislation") that Domtar be exempt from the following requirements in connection with its management information circular (the "Domtar Circular") being prepared in connection with a special meeting of Domtar securityholders to consider the proposed combination of Domtar and the Weyerhaeuser Fine Paper Business (as defined below):

(a) the requirement to include in the Domtar Circular the information relating to Domtar (Canada) Paper Inc. ("Newco Canada Exchangeco") that is required to be included in a prospectus;

(b) the requirement that the financial statements of Domtar Corporation ("Spinco") and the Weyerhaeuser Fine Paper Business included in the Domtar Circular be prepared in accordance with Canadian generally accepted accounting principles ("GAAP") and be audited in accordance with Canadian generally accepted auditing standards ("GAAS");

(c) the requirement that historical and pro forma financial statements of Spinco and the Weyerhaeuser Fine Paper Business (included in the Domtar Circular) prepared in U.S. GAAP be accompanied by a note to

(i) explain and quantify the effect of the material differences between Canadian GAAP and U.S. GAAP that relate to measurements; and

(ii) provide disclosure consistent with Canadian GAAP requirements to the extent not already reflected in the financial statements;

(d) the requirement that the auditors' reports on the applicable financial statements of Spinco and the Weyerhaeuser Fine Paper Business (included in the Domtar Circular) disclose any material differences in the form and content of such auditors' reports as compared to a Canadian auditor's report and confirming that the GAAS applied are substantially equivalent to Canadian GAAS;

(e) the requirement that all management discussion and analysis (the "MD&A") relating to the financial statements of the Weyerhaeuser Fine Paper Business referred to above (and included in the Domtar Circular) provide a restatement of those parts of such MD&A that read differently if they were based on financial statements prepared in accordance with Canadian GAAP and the requirement that the MD&A provide a crossreference to the notes in the financial statements that reconcile the differences between U.S. GAAP and Canadian GAAP;

(f) the requirement that all calculations done to determine whether the acquisition of Domtar and the Weyerhaeuser Fine Paper Business by Spinco is a "significant acquisition" under the Legislation be done using financial statements which are either prepared in accordance with Canadian GAAP or reconciled to Canadian GAAP; and

(g) the requirement that the Interim Financial Statements of the Weyerhaeuser Fine Paper Business (as defined below) include the unaudited combined statements of business unit equity for the comparable period;

(collectively, the "Requested Relief").

Application of 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 Domtar;

(b) Domtar 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, Newfoundland and Labrador, Northwest Territories, Nunavut and the Yukon; 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 meanings in this decision unless they are defined in this decision.

Representations

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

The Proposed Transaction and Mechanics of the Arrangement

1. Pursuant to a transaction agreement dated as of August 22, 2006 (as subsequently amended), Domtar and Weyerhaeuser Company ("Weyerhaeuser") agreed to combine Domtar with the Weyerhaeuser Fine Paper Business (the "Proposed Transaction").

2. The Proposed Transaction would, subject to applicable shareholder, regulatory and court approval and other conditions, effect a combination of Domtar with the Weyerhaeuser Fine Paper Business pursuant to a plan of arrangement (the "Arrangement") under Section 192 of the Canada Business Corporations Act (the "CBCA"), utilizing a traditional cross-border "exchangeable share" structure, with the particularity, for United States tax purposes, of a "Reverse Morris Trust" feature which provides certain tax advantages to Weyerhaeuser's U.S. shareholders in the context of the spin-off or split-off of the Weyerhaeuser Fine Paper Business into a separate legal entity.

3. Upon completion of the Proposed Transaction, Spinco will directly or indirectly own and operate the Weyerhaeuser Fine Paper Business and indirectly own all of the common shares of Domtar (the "Domtar Common Shares"). Spinco is referred to herein upon completion of the Proposed Transaction as "New Domtar". Below is a chronological step by step description of the material events relating to the Proposed Transaction.

The Canadian Asset Transfer

4. Weyerhaeuser Company Limited and Weyerhaeuser Saskatchewan Ltd., two Canadian subsidiaries of Weyerhaeuser, will transfer certain of their fine paper and related assets (the "Canadian Fine Paper Assets") to a subsidiary of Newco Canada Exchangeco and such subsidiary of Newco Canada Exchangeco will assume certain of Weyerhaeuser Company Limited's and Weyerhaeuser Saskatchewan Ltd.'s fine paper and related liabilities.

The Newco Contribution

5. Weyerhaeuser will transfer to Domtar Paper Company, LLC ("Newco"), a subsidiary of Weyerhaeuser, certain of Weyerhaeuser's U.S. fine paper and related assets (the "U.S. Fine Paper Assets", together with the Canadian Fine Paper Assets, the "Weyerhaeuser Fine Paper Business") in exchange for the issuance of additional limited liability company interests of Newco to Weyerhaeuser and the assumption by Newco of certain of Weyerhaeuser's fine paper and related liabilities.

The Interim Financing

6. Spinco, a subsidiary of Weyerhaeuser, will draw down U.S.$1.35 billion under a three-month unsecured term loan facility.

The Spinco Contribution

7. Weyerhaeuser will transfer to Spinco all of the issued and outstanding limited liability company interests of Newco in exchange for (a) U.S.$1.35 billion in cash; and (b) a number of shares of common stock of Spinco (the "New Domtar Common Stock"), determined in accordance with a formula specified pursuant to the Proposed Transaction.

The Distribution

8. Weyerhaeuser will distribute all the issued and outstanding shares of New Domtar Common Stock to the Weyerhaeuser shareholders. This distribution may be effected, at Weyerhaeuser's election, as a pro rata dividend, as an exchange offer or as a combination of both. Spinco will file with the United States Securities and Exchange Commission (the "SEC") a registration statement (the "Registration Statement") (a) on Form 10 if this distribution is effected by way of a pro rata dividend or (b) on Form S-4, if this distribution is effected by way of an exchange offer.

The Arrangement

9. The Arrangement will be consummated on the effective date (the "Effective Date") pursuant to Section 192 of the CBCA which will include the following steps at closing:

(a) All outstanding Domtar Common Shares (other than Domtar Common Shares held by holders who have exercised their dissent rights under the Arrangement) will be exchanged, on a one-for-one basis, for Class B common shares (the "Class B Common Shares") of a direct wholly-owned Canadian subsidiary of Newco Canada Exchangeco incorporated under the CBCA ("Offerco");

(b) Following the exchange contemplated above, the Class B Common Shares of Offerco held by former holders of Domtar Common Shares who are Canadian residents or who are partnerships at least one partner of which is a resident of Canada (other than any such holder or partner who is exempt from tax under the Income Tax Act (Canada)) will, at the holder's election, be transferred to Newco Canada Exchangeco (i) for shares of New Domtar Common Stock or (ii) for exchangeable shares of Newco Canada Exchangeco (the "Exchangeable Shares"), in each case on a one-for-one basis. The Exchangeable Shares will be substantially economically equivalent to shares of New Domtar Common Stock, with the same or substantially economically equivalent dividend entitlement and voting rights. The Exchangeable Shares will be exchangeable at any time at the option of the holder into shares of New Domtar Common Stock on a one-for-one basis;

(c) Class B Common Shares of Offerco held by former holders of Domtar Common Shares with an address in Canada who do not make an election or whose election is not effective will be transferred to Newco Canada Exchangeco in exchange for the Exchangeable Shares on a one-for-one basis;

(d) Former holders of Domtar Common Shares who are not referred to in paragraph (b) or (c) above will transfer their Class B Common Shares of Offerco to Newco Canada Exchangeco in exchange for shares of New Domtar Common Stock on a one-for-one basis. After this step Spinco will indirectly own all of the outstanding common shares of Newco Canada Exchangeco which will own all of the Domtar Common Shares;

(e) Spinco shall issue and deposit with the trustee under a voting trust agreement (the "Voting Trust Agreement") one share of special voting stock of New Domtar to be held by the trustee for and on behalf of, and for the use and benefit of, the holders of the Exchangeable Shares in accordance with the Voting Trust Agreement;

(f) The Series A preferred shares of Domtar (the "Series A Preferred Shares") and the Series B preferred shares of Domtar (the "Series B Preferred Shares", together with the Series A Preferred Shares, the "Domtar Preferred Shares") that are not held by a holder who has exercised its dissent rights under the Arrangement shall remain outstanding after the Effective Date;

(g) Class B Common Shares of Offerco received by Newco Canada Exchangeco under the Arrangement (as referred in paragraph (b) above) will be converted into Class A common shares of Offerco under the Arrangement; and

(h) The Domtar Options (as defined below) as well as other Domtar equity awards will be exchanged for options to purchase shares of New Domtar Common Stock or other comparable securities of New Domtar or Newco Canada Exchangeco pursuant to the terms set forth in the Arrangement.

10. Following the consummation of the Proposed Transaction (including the implementation of the Arrangement), New Domtar (i.e. Spinco) will be owned approximately 55% by Weyerhaeuser shareholders or former Weyerhaeuser shareholders (including holders of shares exchangeable for shares of Weyerhaeuser) and 45% by former holders of Domtar Common Shares (including through their ownership of the Exchangeable Shares), in each case on a fully-diluted basis.

Court Approval

11. Domtar will apply to the Superior Court of Québec (the "Court") for an interim order (the "Interim Order") which will require that the Arrangement be approved by the securityholders of Domtar. The Interim Order is expected to provide for the calling and holding of a special meeting (the "Domtar Meeting") of the holders of Domtar Common Shares, Domtar Preferred Shares and Domtar Options to vote on the Arrangement. It is also a condition to the closing of the Proposed Transaction that a final order of the Court approving the Arrangement be granted.

Securityholder Approval

12. It is expected that the Arrangement will require the affirmative vote of not less than:

(a) 66 2/3% of the votes cast on the special resolution by the holders of the Domtar Common Shares and the Domtar Preferred Shares (the "Domtar Shares") and holders of options to purchase Domtar Common Shares (the "Domtar Options") under Domtar's stock option plans, present in person or by proxy at the Domtar Meeting; and

(b) 66 2/3% of the votes cast on the special resolution by holders of Domtar Shares present in person or by proxy at the Domtar meeting excluding (i) holders of the Domtar Options; (ii) holders of Domtar Common Shares which are pledged to secure loans provided pursuant to a certain Domtar stock option and share purchase plan; and (iii) holders of Domtar Common Shares who also hold Domtar Options.

Domtar Inc.

13. Domtar was continued under the CBCA in 1977 and it is a reporting issuer or equivalent in all provinces and territories of Canada and is not on the list of defaulting reporting issuers maintained under applicable securities legislation of such jurisdictions. Domtar's head office is located at 395 Maisonneuve Boulevard West, Montreal, Quebec H3A 1L6.

14. Based on production capacity, Domtar is the third largest integrated manufacturer of uncoated free sheet in North America and the fourth largest in the world, with four pulp and paper mills in Canada (one of which is currently not in operation) and five in the United States.

15. Upon completion of the Proposed Transaction, Domtar will remain a reporting issuer in each of the provinces and territories of Canada where such concept exists as the Domtar Preferred Shares will remain listed on the Toronto Stock Exchange (the "TSX").

Spinco / New Domtar

16. Spinco is currently a wholly-owned subsidiary of Weyerhaeuser and was incorporated in its current form as a Delaware corporation in August 2006 to indirectly hold the Weyerhaeuser Fine Paper Business and consummate the Arrangement with Domtar.

17. The Weyerhaeuser Fine Paper Business is currently operated by Weyerhaeuser but will be transferred to subsidiaries of Spinco pursuant to the Proposed Transaction. Assuming the transfer of the Weyerhaeuser Fine Paper Business had occurred, but prior to the consummation of the Arrangement, Spinco would principally manufacture and sell fine paper, including uncoated free sheet and coated groundwood. Based on production capacity, Spinco would be the second largest integrated manufacturer of uncoated free sheet in North America and the third largest in the world, with six uncoated free sheet mills in the United States and two in Canada (one of which is not currently in operation) and one coated groundwood mill in the United States.

18. Spinco has received approval from the New York Stock Exchange (the "NYSE") to list the shares of New Domtar Common Stock issued pursuant to the Proposed Transaction on the NYSE.

19. Application has been made to the TSX to list the New Domtar Common Shares issued pursuant to the Proposed Transaction on the TSX.

20. Following the consummation of the Proposed Transaction, New Domtar (i.e. Spinco) will become a reporting issuer under the securities legislation of applicable jurisdictions where such concept exists. New Domtar will also become an "SEC issuer" as that term is defined in National Instrument 52-107 -- Acceptable Accounting Principles, Auditing Standards and Reporting Currency ("NI 52-107") as it:

(a) will have a class of securities registered under Section 12 of the United States Securities Exchange Act of 1934, as amended (the "1934 Act") or will be required to file reports under Section 15(d) of the 1934 Act; and

(b) will not be registered or required to be registered as an investment company under the United States Investment Company Act of 1940, as amended.

Offerco

21. Offerco, currently a subsidiary of Weyerhaeuser, is a corporation incorporated under the CBCA for the purpose of implementing the Proposed Transaction.

22. The Class B Common Shares will be listed on the TSX throughout the period that they are issued and outstanding, immediately following which they will be exchanged for either shares of New Domtar Common Stock, Exchangeable Shares or a combination thereof pursuant to the Arrangement.

23. Offerco will, as a result of the Proposed Transaction, become a reporting issuer under the securities legislation of applicable jurisdictions where such concept exists. However, an application will be made to the applicable jurisdictions for an order that Offerco cease to be a reporting issuer immediately upon completion of the Proposed Transaction.

Newco Canada Exchangeco

24. Newco Canada Exchangeco, currently a subsidiary of Weyerhaeuser, is a corporation continued under the Business Corporations Act (British Columbia) for the purpose of implementing the Proposed Transaction. Newco Canada Exchangeco will undertake various issuances and exchanges of securities in connection with the Arrangement.

25. Application has been made to the TSX to list the Exchangeable Shares on the TSX.

26. Upon completion of the Proposed Transaction, Newco Canada Exchangeco will become a reporting issuer under the securities legislation of applicable jurisdictions where such concept exists.

The Domtar Circular

27. In connection with the Domtar Meeting, Domtar will deliver the Domtar Circular to its securityholders. The Domtar Circular will contain prospectus-level disclosure of the business and affairs of Spinco (including a description of the business and affairs of New Domtar after the Proposed Transaction), a description of the business and affairs of Domtar as well as the particulars of the Proposed Transaction, including the Arrangement.

28. The following historical and pro forma financial statements of Spinco and the Weyerhaeuser Fine Paper Business will be included in the Domtar Circular, all of which are prepared in accordance with U.S. GAAP (and which will be included in the Registration Statement of Spinco):

(a) an audited balance sheet of Spinco as of October 29, 2006;

(b) audited combined statements of operations, business unit equity and cash flows of the Weyerhaeuser Fine Paper Business for each of the years ended December 25, 2005, December 26, 2004 and December 28, 2003;

(c) audited combined balance sheets of the Weyerhaeuser Fine Paper Business as of December 25, 2005 and December 26, 2004;

(d) unaudited combined statements of operations, business unit equity and cash flows of the Weyerhaeuser Fine Paper Business for each of the thirty-nine weeks ended September 24, 2006 and September 25, 2005 (except in respect of business unit equity which is only for the September 24, 2006 period) (the "Interim Financial Statements of the Weyerhaeuser Fine Paper Business");

(e) an unaudited combined balance sheet as of September 24, 2006 of the Weyerhaeuser Fine Paper Business;

(f) unaudited pro forma condensed combined statements of earnings for the thirty-nine weeks ended September 24, 2006 and for the year ended December 25, 2005 which gives effect to the Proposed Transaction as if it had occurred on December 27, 2004, the first day of Spinco's fiscal year ended December 25, 2005; and

(g) unaudited pro forma condensed combined balance sheets as at September 24, 2006 of Spinco which gives effect to the Proposed Transaction as if it had occurred on September 24, 2006.

Prospectus-Level Disclosure Regarding Newco Canada Exchangeco

29 Under the Arrangement, each Domtar Common Share of a holder thereof who has not exercised dissent rights shall be exchanged for one Class B Common Share of Offerco. The Class B Common Shares of Offerco will be listed and posted for trading throughout the period they are issued and outstanding, immediately following which they will be exchanged for shares of New Domtar Common Stock, Exchangeable Shares or a combination thereof under the Arrangement.

30. Upon completion of the Proposed Transaction, Newco Canada Exchangeco will remain an indirect, controlled subsidiary of New Domtar. Former holders of Domtar Common Shares who are taxable Canadian residents or who are partnerships at least one partner of which is a resident of Canada (other than any such holder or partner who is exempt from tax under the Income Tax Act (Canada)) by electing to receive Exchangeable Shares under the Arrangement can defer Canadian income tax on any capital gain otherwise arising on the exchange of their Class B Common Shares of Offerco until such Exchangeable Shares are exchanged for shares of New Domtar Common Stock.

31. The Exchangeable Shares will provide a holder with a security in a Canadian issuer (i.e. Newco Canada Exchangeco) having economic and voting rights which are substantially equivalent to those of shares of New Domtar Common Stock. In particular, each Exchangeable Share will be (a) entitled to receive dividends from Newco Canada Exchangeco in amounts (or in property in the case of non-cash dividends), which are the same as, or substantially economically equivalent to, and which are payable at the same time, as dividends declared on a share of New Domtar Common Stock; (b) entitled to be redeemed at any time, at the holder's option, for a share of New Domtar Common Stock; (c) entitled on the liquidation, dissolution or winding-up of Newco Canada Exchangeco to be exchanged for one share of New Domtar Common Stock; (d) upon the liquidation, dissolution or winding-up of New Domtar, automatically exchanged for one share of New Domtar Common Stock so that the holder thereof may participate in the dissolution of New Domtar on the same basis as a holder of a share of New Domtar Common Stock; and (e) entitled to vote, on an equivalent basis through the Voting Trust Agreement, at all stockholder meetings at which a holder of a share of New Domtar Common Stock is entitled to vote and with respect to all written consents sought by New Domtar from holders of shares of New Domtar Common Stock.

32. As a result of this substantial economic and voting equivalency between the Exchangeable Shares and shares of New Domtar Common Stock, holders of Exchangeable Shares will have a participating interest determined by reference to New Domtar, rather than Newco Canada Exchangeco, and dividend and dissolution entitlements will be determined by reference to the financial performance and condition of New Domtar, rather than Newco Canada Exchangeco. In light of the fact that the value of the Exchangeable Shares, determined through dividend and dissolution entitlements and capital appreciation, is determined by reference to the consolidated financial performance and condition of New Domtar rather than Newco Canada Exchangeco, information respecting Newco Canada Exchangeco is not relevant to holders of Domtar Common Shares.

33. Holders of Exchangeable Shares will effectively have a participating interest in New Domtar and will not have a participating interest in Newco Canada Exchangeco and it is therefore the financial information relating to New Domtar that is directly relevant to the holders of Domtar Common Shares making a decision in connection with the Arrangement, as ultimate holders of shares of New Domtar Common Stock and/or Exchangeable Shares following the Arrangement.

The Canadian GAAP and Reconciliation Requirements

34. Under NI 52-107, New Domtar will be permitted to prepare its financial statements in accordance with U.S. GAAP without the need to reconcile any of its financial information to Canadian GAAP. Furthermore, under NI 52-107, New Domtar would be permitted to have its audited financial statements audited in accordance with U.S. GAAS.

The Interim Financial Statements of the Weyerhaeuser Fine Paper Business

35. The most recently completed interim period and the comparable period in the preceding financial year for the combined statements of operations and cash flows are included in the Interim Financial Statements of the Weyerhaeuser Fine Paper Business. The combined statements of business unit equity included in the Interim Financial Statements of the Weyerhaeuser Fine Paper Business only include the most recently completed interim period. The financial statements of Spinco and the Weyerhaeuser Fine Paper Business (as referred to above) are to be included in the Registration Statement of Spinco. U.S. GAAP, which applies to the financial statements that are required to be included in the Registration Statement, only requires that the change in business unit equity of the Weyerhaeuser Fine Paper Business be reconciled to the interim balance sheet which is required to be presented (which is as of September 24, 2006). Regulation S-X of the SEC requires neither an interim balance sheet as of September 25, 2005 nor a reconciliation in respect of the change in business unit equity for the interim period then ended to be provided. The audited financial statements of the Weyerhaeuser Fine Paper Business for the year ended December 25, 2005 include combined statements of business unit equity (which can be used to compare any changes to the business unit equity of the Weyerhaeuser Fine Paper Business for the September 24, 2006 period).

Decision

36. 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.

BlackRock Futures Investments L.P. - s. 1(10)

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- application for an order that the issuer is not a reporting issuer.

Ontario Statutes

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10).

March 16, 2007

Dear Ms. Rancier:

The Applicant has applied to the local securities regulatory authority or regulator (the "Decision Maker") in each of the Jurisdictions for a decision under the securties legislation (the "Legislation") of the Jurisdictions not to be a reporting issuer in the Jurisdictions.

As the Applicant has represented to the Decision Makers that,

• the outstanding securities of the Applicant, including debt securities, are beneficially owned, directly or indirectly, by less than 15 security holders in each of the jurisdictions in Canada and less than 51 security holders in total in Canada;

• no securities of the Applicant are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation;

• the Applicant is applying for relief not to be a reporting issuer in all of the jurisdictions in Canada in which it is currently a reporting issuer; and

• the Applicant is not in default of any of its obligations under the Legislation as a reporting issuer,

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 and orders that the Applicant is not a reporting issuer.

NexGen Financial Limited Partnership - MRRS Decision

Headnote

MRRS -- Exemption granted from requirements contained in section 2.4, 2.6(a) and 2.6(h) of NI 81-102 to permit the issuance of limited recourse debt by bottom corporate funds to top trust funds and facilitate integrated structure for tax purposes.

Applicable Legislative Provisions

National Instrument 81-102 -- Mutual Funds, ss. 2.4, 2.6(a), 2.6(h) and 19.1.

March 7, 2007

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

BRITISH COLUMBIA, ALBERTA, ONTARIO

AND QUEBEC

(the Jurisdictions)

AND

IN THE MATTER OF

NATIONAL INSTRUMENT 81-102 MUTUAL FUNDS

(NI 81-102)

AND

IN THE MATTER OF

NEXGEN FINANCIAL LIMITED PARTNERSHIP

(NexGen)

AND

IN THE MATTER OF

NEXGEN GLOBAL VALUE REGISTERED FUND

AND

NEXGEN GLOBAL VALUE TAX MANAGED FUND

(collectively the Global Funds)

MRRS DECISION DOCUMENT

Background

The local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions has received an application from NexGen in respect of the Global Funds and all NexGen open-end mutual funds established from time to time (the Future Funds) for a decision under the securities legislation of the Jurisdictions (the Legislation) that:

(a) exempts NexGen Global Value Registered Fund and all Future Trust Funds (defined herein) from the requirements of subsections 2.4 and 2.6(h) of NI 81-102 and NexGen Global Value Tax Managed Fund and all Future Corporate Funds (defined herein) from the requirements of subsection 2.6(a) of NI 81-102 in respect of the issuance of limited recourse debt by NexGen Global Value Tax Managed Fund and any Future Corporate Fund to NexGen Global Value Registered Fund or any Future Trust Fund (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) this MRRS decision document evidences the decision of each Decision Maker.

Interpretation

Defined terms contained in National Instrument 14-101 Definitions or in Quebec Commission Notice 14-101 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 NexGen:

1. NexGen Financial Limited Partnership (NexGen) is a limited partnership formed under the laws of the Province of Ontario having its head office in Toronto, Ontario. NexGen is registered in the Province of Ontario as an adviser in the categories of investment counsel and portfolio manager and as a dealer in the categories of mutual fund dealer and limited market dealer.

2. NexGen is the manager of the NexGen Funds, a group of 26 open-end mutual funds (the Existing Funds), whose securities are qualified for sale in the Jurisdictions pursuant to a simplified prospectus and annual information form dated May 5, 2006.

3. NexGen has filed a preliminary simplified prospectus and annual information form dated December 15, 2006 (the Preliminary Prospectus) in respect of the Global Funds with the securities regulatory authorities of each of the Jurisdictions for which a preliminary receipt dated December 15, 2006 was issued. The Global Funds have similar characteristics to those of the Existing Funds.

4. NexGen Global Value Registered Fund and each of the Future Funds that are organized in the form of a trust (the Future Trust Funds) will offer units of multiple series (the Series). NexGen Global Value Tax Managed Fund and each of the Future Funds that are organized in the form of a corporation (the Future Corporation Funds) will have 4 publicly offered tax classes, being: (i) Capital Gains Class; (ii) Return of Capital Class; (iii) Dividend Tax Credit Class; and (iv) Compound Growth Class and a single non-publicly offered class, being the Inter-Fund Class. Each of these classes will be a separate class within NexGen Investment Corporation, an open-end mutual fund corporation established under the laws of Ontario. However, all of the tax classes and the Inter-Fund Class will share a single investment portfolio and comprise a single mutual fund.

5. NexGen Global Value Tax Managed Fund and each Future Corporate Fund offer the same series as NexGen Global Value Registered Fund and each Future Trust Fund.

6. It is intended that NexGen Global Value Registered Fund and each of the Future Trust Funds will invest substantially all of its portfolio assets in a combination of non-publicly offered limited recourse debt (the Debt) and securities of the Inter-Fund Class of NexGen Global Value Tax Managed Fund or the underlying Future Corporate Fund having a similar investment objective as NexGen Global Value Registered Fund or the Future Trust Fund (the Fund on Fund arrangements). The Fund on Fund arrangements will comply with NI 81-102 except for the applicable corporate fund's issuance of and the applicable trust fund's investment in the Debt.

7. The Debt, which would be issued by NexGen Investment Corporation to NexGen Global Value Registered Fund or the applicable Future Trust Fund, would consist of limited recourse notes redeemable on demand by NexGen Global Value Registered Fund or the applicable Future Trust Fund and would pay interest at a floating rate equal to the prime rate of interest plus 1%. The recourse in all circumstances, including default in the payment of principal and/or interest, would be limited to the assets of the applicable Inter-Fund Class of NexGen Global Value Tax Managed Fund or the applicable Future Corporate Fund. The value of the aggregate Debt of each Inter-Fund Class to the value of the aggregate equity (represented by the shares of such Inter-Fund Class issued to NexGen Global Value Registered Fund or the applicable Future Trust Fund) will be maintained at a ratio of one to one within prescribed tolerance levels of plus or minus 5%. As a result, if the value of the aggregate equity of the Inter-Fund declines to 45% of the aggregate value of the combined Debt and equity of the Class or increases to 55% of such value, an equivalent portion of the existing Debt will be sold or purchased to ensure that the Debt to equity ratio of an Inter-Fund Class will always be maintained within the prescribed tolerance levels and returned to a ratio of 1 to 1.

8. The Fund on Fund arrangements are intended to increase the tax efficiency of the NexGen Global Value Tax Managed Fund or the applicable underlying Future Corporate Fund, by:

a. flowing taxable income from such corporate fund to the applicable trust fund (which is restricted to non-taxable investors) through the interest payments on the Debt; and

b. utilizing the redemption activity of shares as input to the capital gains refunding mechanism through the re-balancing of the Debt to equity;

while, in each case, not adversely affecting NexGen Global Value Registered Fund or the applicable trust fund.

9. As will be disclosed in the prospectus and as described above, the Global Funds and Future Funds will be offered through an integrated investment structure. That structure involves the Fund on Fund arrangements described above. Those Fund on Fund arrangements are in respect of an individual trust Fund and the corresponding corporate Fund.

10. The capital structure of an Inter-Fund Class has been structured purely for tax purposes to increase the tax efficiency of the NexGen Global Value Tax Managed Fund or the Future Corporate Fund without adversely affecting NexGen Global Value Registered Fund or the Future Trust Fund, including the underlying investment performance or return of the NexGen Global Value Registered Fund or the Future Trust Fund investment. The capital structure shares the fundamental attributes of an income trust. Specifically, the debt/equity ratio does not affect the underlying investment return of the Inter-Fund assets and thereby NexGen Global Value Registered Fund or a trust Future Fund. That investment return is dictated solely by the performance of the investment portfolio of the underlying NexGen Global Value Tax Managed Fund or the Future Corporate Fund, the investment objective and strategies of which are substantially similar to NexGen Global Value Registered Fund or the Future Trust Fund. The debt/equity ratio simply streams that investment return into different forms of income for tax purposes, effectively transferring high rate income from NexGen Global Value Tax Managed Fund or a Future Corporate Fund to NexGen Global Value Registered Fund or a Future Trust Fund, through interest payments on the Debt. As NexGen Global Value Registered Fund or the Future Trust Fund is restricted to registered investors, the characterization of that investment return is not relevant and the receipt of high rate interest income does not adversely affect NexGen Global Value Registered Fund or the Future Trust Fund. As a result, the acquisition of the Debt by NexGen Global Value Registered Fund or a Future Trust Fund should not be viewed as inconsistent with its investment objective or adversely affecting, in any manner, the ability of NexGen Global Value Registered Fund or a Future Trust Fund to achieve its investment objective.

11. Although the Debt obligations will be issued by NexGen Investment Corporation, recourse will be limited in all circumstances to the assets of the Inter-Fund Class. Accordingly, from the viewpoint of the other NexGen corporate existing funds or classes, the Debt should be viewed simply as an additional liability of that Class of NexGen Global Value Tax Managed Fund or a Future Corporate Fund's sharing the same fundamental attributes of any other liability of that Class and subject to an equal risk of default as with any other liability.

12. From the viewpoint of NexGen Global Value Registered Fund or a Future Trust Fund, as noted above, the existence of the Debt is largely irrelevant as it has no impact on the value or performance of the underlying NexGen Global Value Tax Managed Fund's or a Future Corporate Fund's investment portfolio. Regardless of the performance of the equity markets, the value of NexGen Global Value Registered Fund's or a Future Trust Fund's portfolio and its units will never be less than the value it would have realized absent the capital structure. Accordingly, there would be no prejudice to either NexGen Global Value Registered Fund or a Future Trust Fund or their respective unitholders in this situation.

13. The sole shareholder of the Inter-Fund Class shall be NexGen Global Value Registered Fund or a Future Trust Fund. All voting in respect of those securities shall be treated in accordance with section 2.5 (6) of National Instrument 81-102. Specifically, NexGen Global Value Registered Fund or a Future Trust Fund will not vote the shares of the Inter-Fund Class of NexGen Global Value Tax Managed Fund or a Future Corporate Fund, and NexGen may, in its discretion flow these votes through to the unitholders of NexGen Global Value Registered Fund or a Future Trust Fund.

14. The capital structure, including the issuance of the Debt has been established for tax purposes only. The acquisition of the Debt is not made for the purpose of exercising control or management over NexGen Global Value Tax Managed Fund or a Future Corporate Fund and should not raise the same policy concerns underlying sections 2.1 and 2.2 of National Instrument 81-102.

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 so long as:

1. The Debt is limited recourse debt and the recourse is limited in all circumstances, including default in the payment of principal and/or interest, to the assets of the applicable Inter-Fund Class of that Corporate Fund;

2. The Debt is not used as financial leverage and used solely for the purpose described in this decision document;

3. NexGen Global Value Registered Fund and the Future Trust Funds maintain a debt to equity ratio of 1 to 1, as described in paragraph 7 above; and

4. The Fund on Fund arrangements are structured as described in paragraph 6 above.

Toreador Resources Corp. - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- Exemption from the requirements of National Instrument 51-101 -- Standards of Disclosure for Oil and Gas Activitiesgranted to a reporting issuer who is an SEC issuer that has a de minimus connection to Canada. Relief is on condition that reporting issuer continues to have a de minimus connection to Canada and be subject to and comply with the disclosure requirements of the SEC and NASDAQ in connection with its oil and gas activities.

Rules Cited

National Instrument 51-101 -- Standards of Disclosure for Oil and Gas Activities -- s.8.1(1).

Citation: Toreador Resources Corp., 2007 ABASC 123

March 15, 2007

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

BRITISH COLUMBIA, ALBERTA, ONTARIO,

QUÉBEC AND NEWFOUNDLAND AND LABRADOR

(THE JURISDICTIONS)

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

TOREADOR RESOURCES CORP. (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, the Filer be exempted from National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities (the NI 51-101 Relief).

2. Under the Mutual Reliance Review System for Exemptive Relief Applications (the MRRS):

(a) the Alberta Securities Commission is the principal regulator for this application; and

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

Interpretation

3. 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

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

(a) The Filer is a reporting issuer or equivalent in each of the Jurisdictions.

(b) The Filer is a body corporate organized and subsisting under the laws of the State of Delaware.

(c) The Filer's head office and registered office is located in Dallas, Texas.

(d) The Filer is engaged in the acquisition, development, exploration and production of natural gas, crude oil and other income producing minerals in France, Hungary, Romania and Turkey.

(e) The Filer has no assets or operations located in Canada and the business of the Filer is principally administered in the United States.

(f) The executive officers of the Filer all reside in the United States, principally in the State of Texas, and all of the Filer's directors are resident in the United States.

(g) The common shares of the Filer (the Filer Shares) are registered in the United States under the U.S. Securities Exchange Act of 1934, as amended (the 1934 Act) and are listed on The NASDAQ Stock Market (NASDAQ).

(h) The Filer does not have any of its securities listed on any stock exchange in Canada.

(i) A search of registered holders conducted on February 15, 2007 (the Registered Shareholder Search) and a geographical summary of beneficial shareholders provided by ADP dated February 22, 2007 indicated that 1.6% of the outstanding Filer Shares were held by residents of Canada.

(j) The Registered Shareholder Search and a geographical summary of beneficial shareholders provided by ADP Investor Communications dated February 22, 2007, indicate that approximately 24.1% of the Filer's registered and beneficial shareholders are resident in Canada.

(k) The Filer is a corporate successor to Trans Dominion Energy Corporation (Trans Dominion), a corporation which was formerly listed on the TSX. As a result of a series of transactions culminating in the acquisition by the Filer of a successor of Trans Dominion, each former Trans Dominion shareholder effectively acquired 0.002 Filer Shares for each Trans Dominion share held, with fractions rounded up to the nearest whole Filer Share. As a result, the Filer believes that a significant majority of its Canadian shareholders each hold a very small number of Filer Shares.

(l) The Registered Shareholder Search indicated there were 43 registered shareholders of the Filer with a Canadian address. 29 of these shareholders (67%) held less than 10 Filer Shares, 10 of these shareholders (23%) held less than 50 Filer Shares and only four (10%) of these shareholders held more than 100 Filer Shares.

(m) The Filer has no reason to believe that the distribution of Filer Shares among its Canadian beneficial shareholders is different from the distribution of Filer Shares among its Canadian registered shareholders based on a Beneficial Share Range Analysis provided by ADP Investor Communications on March 2, 2007.

(n) Less than 10% of the number of registered and beneficial holders of 100 or more Filer Shares are resident in Canada.

(o) In light of the unique distribution of Filer Shares among its Canadian registered and beneficial shareholders, the Filer believes its connection to Canada is de minimis and that the provision of the requested relief would be justified in the circumstances.

(p) The Filer prepares disclosure about its oil and gas activities (the Oil and Gas Disclosure) in accordance with the requirements of the 1934 Act, NASDAQ and the rules and regulations of the SEC (the US Rules).

(q) The Filer, as a "U.S. issuer" under National Instrument 71-101 The Multijurisdictional Disclosure System (NI 71-101), satisfies the continuous disclosure requirements under the Legislation by complying with the continuous disclosure requirements of United States federal securities law and NASDAQ and filing, delivering and issuing in Canada pursuant to the provisions of Parts 14 through 18 of NI 71-101 any continuous disclosure documents it files, delivers or issues in the United States.

(r) The Filer was cease traded on November 21, 2006 in Alberta, British Columbia, Ontario, Quebec and Newfoundland for failure to file its interim unaudited financial statements for the period ended September 30, 2006. The Filer subsequently amended its annual financial statements for December 31, 2005, 2004 and 2003. The Filer is now current with its disclosure requirements except for the NI 51-101 Oil and Gas required filings for December 31, 2005.

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 NI 51-101 Relief is granted to the Filer for so long as:

(a) less than 10% of the issued and outstanding Filer Shares are held by residents of Canada;

(b) less than 10% of the number of registered and beneficial holders of 100 or more Filer Shares are resident in Canada;

(c) the Filer is subject to and complies with the disclosure requirements of the US Rules in connection with its oil and gas activities;

(d) the Filer will issue a press release filed on SEDAR that is it not complying with NI 51-101 or the Canadian Oil and Gas Evaluation Handbook in accordance with the terms of this document; and

(e) the Filer files the Oil and Gas disclosure with the Decision Makers as soon as practicable after the Oil and Gas Disclosure is filed with the SEC.

NexGen Financial Limited Partnership and the NexGen Funds Listed in Appendix A - MRRS Decision

Headnote

Exemption from the requirement to deliver a renewal prospectus annually to mutual fund investors purchasing units pursuant to pre-authorized investment plans, subject to certain conditions.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5., as am., ss. 71, 147.

March 14, 2007

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ALBERTA AND ONTARIO

(the Jurisdictions)

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

NEXGEN FINANCIAL LIMITED PARTNERSHIP

(NexGen)

AND

THE NEXGEN FUNDS LISTED IN APPENDIX A

(the Existing Funds)

MRRS DECISION DOCUMENT

Background

The local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions has received an application from NexGen in respect of the Funds (as defined below) for a decision under the securities legislation of the Jurisdictions (the Legislation) that exempts Nexgen and the Distributors (as defined below) from the requirements of the Legislation to deliver a renewal prospectus together with any amendment (the Delivery Requirement) in connection with subsequent purchases of the Funds under a pre-authorized investment plan (an Investment Plan) (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. 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 NexGen:

1. NexGen is a limited partnership formed under the laws of the Province of Ontario having its head office in Toronto, Ontario. NexGen is registered as an adviser in the categories of investment counsel and portfolio manager and as a dealer in the categories of mutual fund dealer and limited market dealer.

2. NexGen is the manager, trustee and the principal distributor of the Existing Funds, a group of 26 open-end mutual funds established under the laws of Ontario. The securities of the Existing Funds are distributed under a simplified prospectus and annual information form dated May 5, 2006. The securities of all additional NexGen open-end mutual funds established from time to time (the Future Funds) (the Existing Funds and the Future Funds collectively referred to as the Funds) will also be distributed under a simplified prospectus and annual information form.

3. The securities of the Funds are or will also be distributed through independent third party brokers and dealers (the Distributors). NexGen may offer investors the opportunity to invest in the Funds on a regular or periodic basis pursuant to an Investment Plan that includes employee purchase plans, capital accumulation plans, or any other contract or arrangement for the purchase of a specified amount of securities on a regular scheduled basis.

4. Under the terms of an Investment Plan, an investor instructs a Distributor to accept additional contributions of a pre-determined frequency and/or periodic basis and to apply such contributions on each scheduled investment date to additional investments in specified Funds. An investor may amend their instructions from time to time. An investor who establishes an Investment Plan will receive a copy of the current simplified prospectus relating to the applicable Fund at the time the Investment Plan for that Fund is established.

5. Under the Legislation, a Distributor not acting as agent of the purchaser, who receives an order or subscription for a security of a Fund offered in a distribution to which the Delivery Requirement applies, must, unless it has previously done so, send by prepaid mail or deliver to the purchaser the latest prospectus and any amendment to the prospectus filed either before entering into an agreement of purchase and sale resulting from the order or subscription or not later than midnight on the second day, exclusive of Saturdays, Sundays and holidays, after entering into such agreement.

6. Under the Legislation, an agreement referred to in paragraph 5 is not binding on the purchaser if the Distributor receives notice of the intention of the purchaser not to be bound by the agreement of purchase and sale within a specified time period.

7. The terms of an Investment Plan are such that an investor can terminate the instructions to the Distributor at any time. Therefore, there is no agreement of purchase and sale until a scheduled investment date arrives and the instructions have not been terminated. At this point the securities are purchased.

8. A Distributor not acting as an agent for the applicable investor is required pursuant to the Legislation to mail or deliver to all investors who purchase securities of Funds pursuant to an Investment Plan (the Participants), the current simplified prospectus of the applicable Funds at the time the investor enters into the Investment Plan and thereafter, any renewal prospectus or amendment thereto filed under the Legislation. Generally, this results in Participants receiving a renewal prospectus once a year in connection with subsequent purchases after making their initial purchase under an Investment Plan.

9. Participants will be advised either through the simplified prospectus of the applicable Fund or in the documents they receive in respect of their participation in the Investment Plan of the terms of this decision. Participants will be advised that they will not receive a renewal prospectus unless they request it at the time they decide to enroll in the Investment Plan or subsequently request it from the applicable dealer or broker. Participants will be advised that they can find a renewal prospectus and any amendments thereto either on the SEDAR website or on the Funds' website. Participants will be advised that they will not have a right of withdrawal in respect of purchases made under an Investment Plan, other than in respect of the initial purchase, but they will have a right of action for damages or rescission in the event that the renewal prospectus contains a misrepresentation (the Misrepresentation Right), whether or not they request the renewal prospectus. Participants will also be advised that they have the right to terminate the Investment Plan at any time before a scheduled investment date.

10. Participants will also be advised annually in writing (in an account statement sent by a dealer or broker or otherwise) how they can request the current renewal prospectus and any amendments thereto and that they have a Misrepresentation Right.

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 so long as:

(i) Participants are advised, in the simplified prospectus of the applicable Fund or in the documents they receive in respect of their participation in the Investment Plan, of the information described in paragraph 9 above.

(ii) A Participant can terminate participation in the Investment Plan at any time.

(iii) Participants are advised annually in writing (in an account statement sent by the applicable dealers or otherwise) how they can request the current renewal prospectus and any amendments thereto and that they have a Misrepresentation Right.

(iv) The Misrepresentation Right in the Legislation of a Jurisdiction is maintained in respect of a Participant whether or not a renewal prospectus is requested or received.

"Carol S. Perry"

"Kevin J. Kelly"

APPENDIX A

NEXGEN CANADIAN CASH REGISTERED FUND

NEXGEN CANADIAN BOND REGISTERED FUND

NEXGEN CANADIAN GROWTH AND INCOME REGISTERED FUND

NEXGEN CANADIAN BALANCED GROWTH REGISTERED FUND

NEXGEN CANADIAN DIVIDEND AND INCOME REGISTERED FUND

NEXGEN CANADIAN LARGE CAP REGISTERED FUND

NEXGEN CANADIAN GROWTH REGISTERED FUND

NEXGEN NORTH AMERICAN DIVIDEND AND INCOME REGISTERED FUND

NEXGEN NORTH AMERICAN LARGE CAP REGISTERED FUND

NEXGEN NORTH AMERICAN VALUE REGISTERED FUND

NEXGEN AMERICAN GROWTH REGISTERED FUND

NEXGEN NORTH AMERICAN SMALL / MID CAP REGISTERED FUND

NEXGEN AMERICAN GROWTH REGISTERED FUND

NEXGEN CANADIAN CASH TAX MANAGED FUND

NEXGEN CANADIAN BOND TAX MANAGED FUND

NEXGEN CANADIAN GROWTH AND INCOME TAX MANAGED FUND

NEXGEN CANADIAN BALANCED GROWTH TAX MANAGED FUND

NEXGEN CANADIAN DIVIDEND AND INCOME TAX MANAGED FUND

NEXGEN CANADIAN LARGE CAP TAX MANAGED FUND

NEXGEN CANADIAN GROWTH TAX MANAGED FUND

NEXGEN NORTH AMERICAN DIVIDEND AND INCOME TAX MANAGED FUND

NEXGEN NORTH AMERICAN LARGE CAP TAX MANAGED FUND

NEXGEN NORTH AMERICAN VALUE TAX MANAGED FUND

NEXGEN NORTH AMERICAN GROWTH TAX MANAGED FUND

NEXGEN NORTH AMERICAN SMALL / MID CAP TAX MANAGED FUND

NEXGEN AMERICAN GROWTH TAX MANAGED FUND

R Split III Corp. and Scotia Capital Inc. - MRRS Decision

Headnote

Mutual Reliance Review System for Exceptive Relief Applications -- subdivided offering -- the prohibitions contained in the Legislation against trading in portfolio shares by persons or companies having information concerning the trading programs of mutual funds shall not apply to administrator with respect to certain principal trades with the issuer in securities comprising the Issuer's portfolio -- Issuer's portfolio consisting of common shares of the Royal Bank.

Issuer also exempted from restriction against making an investment in any person or company who is a substantial security holder of the Issuer's distribution company.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 111(2)(a), 113, 119, 121(2)(a)(ii).

March 16, 2007

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO, BRITISH COLUMBIA, ALBERTA,

SASKATCHEWAN, NEWFOUNDLAND AND

LABRADOR, NOVA SCOTIA AND NEW BRUNSWICK

(the "Jurisdictions")

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

R SPLIT III CORP.

AND

IN THE MATTER OF

SCOTIA CAPITAL 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 R Split III Corp. (the "Filer") and Scotia Capital Inc. ("Scotia Capital") for a decision under the securities legislation (the "Legislation") of the Jurisdictions that:

(a) The prohibitions contained in the Legislation prohibiting trading in portfolio shares by persons or companies having information concerning the trading programs of mutual funds (the "Principal Trading Prohibitions") shall not apply to Scotia Capital in connection with the Principal Sales and Principal Purchases (both as hereinafter defined); and

(b) The restrictions contained in the Legislation prohibiting the Filer from making investments in the common shares of Royal Bank of Canada ("Royal Bank"), which bank is a substantial security holder of RBC Dominion Securities Inc. (the "Related Agent"), which is a distribution company of the Filer (the "Investment Restrictions"), shall not apply to the Filer in connection with the initial public offerings (the "Offerings") of class A capital shares (the "Capital Shares") and class A preferred shares (the "Preferred Shares") of the Filer;

(collectively, 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) 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:

The Filer

1. The Filer was incorporated on January 30, 2007 under the Business Corporations Act (Ontario). Its head office is located in Toronto, Ontario.

2. The Filer has filed a preliminary prospectus dated February 2, 2007 in each of the Jurisdictions in respect of the Offerings (the "Preliminary Prospectus").

3. The Filer is a passive investment company whose principal undertaking will be to invest the net proceeds of the Offerings in a portfolio (the "Portfolio") of common shares of Royal Bank (the "Royal Bank Shares") in order to generate fixed cumulative preferential distributions for the holders of the Preferred Shares and to enable the holders of Capital Shares to participate in any capital appreciation in the Royal Bank Shares after payment of administrative and operating expenses of the Filer. It will be the policy of the Board of Directors of the Filer to pay dividends on the Capital Shares in an amount equal to the dividends received by the Filer on the Royal Bank Shares minus the distributions payable on the Preferred Shares and all administrative and operating expenses of the Filer.

4. The Filer is considered to be a mutual fund, as defined in the Legislation. Since the Filer does not operate as a conventional mutual fund, it has also filed a separate application for an exemption from certain requirements of National Instrument 81-102 Mutual Funds.

5. The Capital Shares and Preferred Shares may be surrendered for retraction at any time in the manner described in the Preliminary Prospectus.

6. It will be the policy of the Filer to hold the Royal Bank Shares and to not engage in any trading of the Royal Bank Shares, except:

(i) to fund retractions or redemptions of Capital Shares and Preferred Shares or a portion of the distribution on the Preferred Shares;

(ii) following receipt of stock dividends on the Royal Bank Shares;

(iii) in the event of a take-over bid for any of the Royal Bank Shares;

(iv) to meet obligations of the Filer in respect of liabilities including extraordinary liabilities; or

(v) certain other limited circumstances as described in the Preliminary Prospectus.

7. The Filer intends to become a reporting issuer, or equivalent, under the Legislation by filing a final prospectus (the "Final Prospectus") relating to the Offerings. The authorized capital of the Filer will consist of an unlimited number of Capital Shares, an unlimited number of Preferred Shares, an unlimited number of Class B, Class C, Class D and Class E capital shares, issuable in series, an unlimited number of Class B, Class C, Class D and Class E preferred shares, issuable in series, an unlimited number of Class J Shares and an unlimited number of Class S Shares, each having the attributes set forth under the headings "Description of Share Capital" and "Details of the Offerings" commencing on page 16 of the Preliminary Prospectus.

8. The Class J Shares are currently the only voting shares in the capital of the Filer. At the time of filing the Final Prospectus, there will be 150 Class J Shares and 100 Class S non-voting shares issued and outstanding. Scotia Capital will not own any Class J Shares and will own all of the Class S shares. All of the Class J Shares will be owned by R Split III Holdings Corp. ("Holdings") and all of the common shares of Holdings will be owned equally by each of the three independent directors of the Filer.

9. The Filer has a Board of Directors which currently consists of four directors. All of the directors are employees of Scotia Capital. Also, the offices of President/Chief Executive Officer and Chief Financial Officer/Secretary of the Filer are held by employees of Scotia Capital. At least two additional independent directors will be appointed to the Board of Directors of the Filer prior to the filing of the Final Prospectus. The Filer's investment in the Royal Bank Shares will represent the business judgment of responsible persons uninfluenced by considerations other than the best interests of the Filer.

10. The Royal Bank Shares are listed and traded on the Toronto Stock Exchange (the "TSX").

11. The Filer is not and will not, upon the completion of the Offerings, be an insider of Royal Bank within the meaning of the Legislation.

The Offerings

12. The net proceeds from the Offerings, after payment of commissions to the Agents (as defined in Section 18 below), expenses of issue and carrying costs relating to the acquisition of the Royal Bank Shares, will be used by the Filer to: (i) pay the acquisition cost (including any related costs or expenses) of the Royal Bank Shares; and (ii) pay the initial fee payable to Scotia Capital for its services under the Administration Agreement (as defined in Section 19 below).

13. The Final Prospectus will disclose selected financial information and dividend and trading history of the Royal Bank Shares.

14. Application will be made to list the Capital Shares and Preferred Shares on the TSX.

15. All Capital Shares and Preferred Shares outstanding on a date approximately five years from the closing of the Offerings will be redeemed by the Filer on such date.

Scotia Capital

16. Scotia Capital was incorporated under the laws of the Province of Ontario and is a direct, wholly-owned subsidiary of The Bank of Nova Scotia. Scotia Capital is registered under the Legislation as a dealer in the categories of "broker" and "investment dealer" and is a member of the Investment Dealers Association of Canada and a participant in the TSX.

17. Scotia Capital is the promoter of the Filer and will be establishing a credit facility in favour of the Filer in order to facilitate the acquisition of the Royal Bank Shares by the Filer.

18. Pursuant to an agreement (the "Agency Agreement") to be made between the Filer and Scotia Capital, RBC Dominion Securities Inc., CIBC World Markets Inc., BMO Nesbitt Burns Inc., TD Securities Inc., HSBC Securities (Canada) Inc., Canaccord Capital Corporation, Desjardins Securities Inc., Raymond James Ltd., Wellington West Capital Inc., Dundee Securities Corporation and GMP Securities L.P. (collectively, the "Agents" and individually, an "Agent"), the Filer will appoint the Agents to offer the Capital Shares and Preferred Shares of the Filer on a best efforts basis. The Final Prospectus qualifying the Offerings will contain a certificate signed by each of the Agents in accordance with the Legislation. Royal Bank is a substantial security holder of the Related Agent, which is a distribution company of the Filer.

19. Pursuant to an administration agreement (the "Administration Agreement") to be entered into between Scotia Capital and the Filer, the Filer will retain Scotia Capital to administer the ongoing operations of the Filer and will pay Scotia Capital a quarterly fee of approximately 0.0625% of the market value of the Royal Bank Shares held by the Filer.

20. Scotia Capital's economic interest in the Filer and in the material transactions involving the Filer are disclosed in the Preliminary Prospectus and will be disclosed in the Final Prospectus under the heading "Interest of Management and Others in Material Transactions" and include the following:

(a) agency fees with respect to the Offering;

(b) an administration fee under the Administration Agreement;

(c) commissions in respect of the acquisition of Royal Bank Shares, the disposition of Royal Bank Shares to fund a redemption, retraction or purchase for cancellation of the Capital Shares and Preferred Shares;

(d) interest and reimbursement of expenses, in connection with the acquisition of Royal Bank Shares; and

(e) amounts in connection with Principal Sales and Principal Purchases (as described in Sections 21 and 26 below).

The Principal Trades

21. Subject to regulatory approval, Scotia Capital may, as principal sell Royal Bank Shares to the Filer (the "Principal Sales").

22. In respect of any Principal Sales made to the Filer by Scotia Capital as principal, Scotia Capital may realize a financial benefit to the extent that the proceeds received from the Filer exceed the aggregate cost to Scotia Capital of such Royal Bank Shares. Similarly, the proceeds received from the Filer may be less than the aggregate cost to Scotia Capital of the Royal Bank Shares and Scotia Capital may realize a financial loss, all of which is disclosed in the Preliminary Prospectus and will be disclosed in the Final Prospectus.

23. The Preliminary Prospectus discloses and the Final Prospectus will disclose that any Principal Sales will be made in accordance with the rules of the applicable stock exchange and the price paid to Scotia Capital (inclusive of all transaction costs, if any) will not be greater than the price which would have been paid (inclusive of all transaction costs, if any) if the acquisition had been made through the facilities of the principal stock exchange on which the Royal Bank Shares are listed and posted for trading at the time of the purchase from Scotia Capital.

24. Scotia Capital will not receive any commissions from the Filer in connection with the Principal Sales and all Principal Sales will be approved by the independent directors of the Filer. In carrying out the Principal Sales, Scotia Capital will deal fairly, honestly and in good faith with the Filer.

25. The Principal Sales may benefit the Filer by insulating the Filer from price increases in respect of the Royal Bank Shares.

26. Scotia Capital may also sell Royal Bank Shares to fund retractions of Capital Shares and Preferred Shares and upon liquidation of the Royal Bank Shares in connection with the final redemption of Capital Shares and Preferred Shares. These sales will be made by Scotia Capital as agent on behalf of the Filer, but in certain circumstances, such as where a small number of Capital Shares and Preferred Shares have been surrendered for retraction, Scotia Capital may purchase Royal Bank Shares as principal (the "Principal Purchases") subject to receipt of all regulatory approvals.

27. In connection with any Principal Purchases, Scotia Capital will comply with the rules, procedures and policies of the applicable stock exchange of which they are members and in accordance with orders obtained from all applicable securities regulatory authorities. The Preliminary Prospectus discloses and the Final Prospectus will disclose that Scotia Capital may realize a gain or loss on the resale of such securities.

28. Scotia Capital must take reasonable steps, such as soliciting bids from other market participants or such other steps as Scotia Capital, in its discretion, considers appropriate after taking into account prevailing market conditions and other relevant factors, to enable the Filer to obtain the best price reasonably available for the Royal Bank Shares so long as the price obtained (net of all transaction costs, if any) by the Filer from Scotia Capital is at least as advantageous to the Filer as the price which is available (net of all transaction costs, if any) through the facilities of the applicable stock exchange at the time of the trade.

29. All Principal Purchases will be approved by the independent directors of the Filer.

30. Scotia Capital will not receive any commissions from the Filer in connection with Principal Purchases and, in carrying out the Principal Purchases, Scotia Capital shall deal fairly, honestly and in good faith with the Filer.

31. Scotia Capital will not have any knowledge of a material fact or material change with respect to Royal Bank that has not been generally disclosed at the time it makes Principal Sales or Principal Purchases.

Decision

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

The decision of the Decision Makers is that the Requested Relief is granted.

"Carol S. Perry"

"Paul K. Bates"

CI Master Limited Partnership and CI GP Limited - MRRS Decision

Headnote

MRRS -- exemption granted from NI 81-107 except for duty of care provision in s. 2.1 -- relief granted in connection with special purpose vehicle that is dying out, does not invest, and only receives fees -- exemption subject to conditions that issuer's only business is to receive fees and manager does not possess any conflicts of interest.

Applicable Legislative Provisions

National Instrument 81-107 -- s. 7.1.

March 19, 2007

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN,

MANITOBA, ONTARIO, QUÉBEC, NEW BRUNSWICK,

NOVA SCOTIA, NEWFOUNDLAND AND LABRADOR,

NORTHWEST TERRITORIES, NUNAVUT and YUKON

(the "Jurisdictions")

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

CI MASTER LIMITED PARTNERSHIP

(the "Filer")

AND

IN THE MATTER OF

CI GP LIMITED

(the "GP")

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 and the GP for a decision under the securities legislation of the Jurisdictions (the "Legislation") exempting the Filer and the GP from National Instrument 81-107 ("NI 81-107") except for section 2.1 (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) 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 and the GP:

1. Between 1989 and 1997, the Filer and twelve other limited partnerships (collectively, the "Financing Vehicles") issued limited partnership units to investors in order to raise money which was then used by the Financing Vehicles to pay commissions ("Commissions") to registered brokers and dealers (collectively, "Dealers") who sold securities of various mutual funds ("Mutual Funds") principally managed by CI Investments Inc. and its predecessors (collectively, the "Manager") on a deferred sales charge basis (the "DSC Securities"). Commissions on the DSC Securities were last paid to Dealers in July 1997.

2. In return for paying Commissions, each Financing Vehicle was entitled to receive a combination of:

(a) an amount (the "Distribution Fees") calculated as an annual percentage ranging from 0.50% to 0.90% of the net asset value of the DSC Securities in respect of which the Financing Vehicle paid Commissions to Dealers; and

(b) the redemption fees (the "Redemption Fees"), if any, payable by investors at the time such DSC Securities were redeemed.

"DSC Securities" also includes securities of a Mutual Fund (i) issued in connection with a switch of DSC Securities for securities of the Mutual Fund, and (ii) issued in connection with the automatic reinvestment of a dividend or distribution by the Mutual Fund in respect of DSC Securities.

3. A sufficient amount of time has passed since the DSC Securities were originally issued that no further Redemption Fees will be paid on the redemption of any DSC Securities. As well, each year a portion of the DSC Securities are redeemed by the holders thereof, which thereby reduces the aggregate amount of Distribution Fees. Distribution Fees otherwise are mainly affected by changes in the net asset values of the DSC Securities.

4. In 2001, the Financing Vehicles completed a reorganization pursuant to which the assets of the Financing Vehicles (consisting of each Financing Vehicle's entitlement to receive future Distribution Fees and Redemption Fees) were combined in the Filer in order to, among other matters:

(a) reduce the overall expenses associated with maintaining thirteen separate Financing Vehicles;

(b) enhance the liquidity and offer more efficient pricing for limited partnership units of the Financing Vehicles; and

(c) diversify the pool of DSC Securities in respect of which Distribution Fees and Redemption Fees are received.

5. The Filer generally distributes annually to holders of its Units the amount of Distribution Fees received by the Filer, less the annual expenses of the Filer. As the number of outstanding DSC Securities continues to decline as a result of the redemption thereof, so too will the Distribution Fees payable to the Filer continue to decline.

6. Holders of DSC Securities may redeem their DSC Securities at any time. Holders of DSC Securities also may switch their DSC Securities generally into any Mutual Fund without restriction.

7. The Filer is a static and passive special purpose vehicle, the sole ongoing activity of which is to continue to receive Distribution Fees. Vehicles like the Filer were popular because of the tax credits they could offer to investors. The tax credits were eliminated in 1998 and since then, these vehicles have been gradually declining. The Filer expects to terminate on or about March 31, 2016. The Filer is prohibited by its constating documents from engaging in any other business and the GP has no intention of changing the nature of the Filer's business.

8. The GP is entitled to receive 0.01% of the distributions that the Filer pays and is reimbursed for all costs incurred, plus 15%. Vendors directly invoice the Filer and the GP pays invoices on behalf of the Filer. There are no allocations to or from the Manager. The GP charges the Filer a flat fee of $12,000 per month for allocated costs such as rent, client services, accounting, etc. The fees and distribution ratio are fixed in the Filer's partnership agreement.

9. The Filer and the GP do not currently have any conflict of interest matters under NI 81-107.

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 for so long as:

1. The Filer and the GP do not have any conflict of interest matters under NI 81-107; and

2. The Filer's sole ongoing activity is to receive Distribution Fees.

Take-over Bid for Norcast Income Fund by an Indirect Wholly-Owned Subsidiary of Pala Investments Holdings Limited - MRRS Decision

Headnote

Mutual Reliance Review System -- OSC Rule 61-501 -- 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 66 2/3% 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 Legislative Provisions

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

March 19, 2007

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 TAKE-OVER BID FOR NORCAST INCOME FUND

BY AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF

PALA INVESTMENTS HOLDINGS LIMITED

MRRS DECISION DOCUMENT

Background

The local securities regulatory authority or regulator (the "Decision Maker") in each of Ontario and Quebec (the "Jurisdictions") has received an application from 2127505 Ontario Inc. (the "Filer"), an indirect wholly-owned subsidiary of Pala Investments Holdings Limited ("Pala", together with the Filer, the "Offeror"), in connection with a take-over bid (the "Bid") for Norcast Income Fund (the "Fund") by the Filer for a decision pursuant to the securities legislation of the Jurisdictions (the "Legislation") that the requirements of the Legislation that:

1. a Compulsory Acquisition or Subsequent Acquisition Transaction (each as defined below), as applicable, be approved at a meeting of the unitholders of the Fund (the "Unitholders"); and

2. an information circular be sent to Unitholders in connection with either a Compulsory Acquisition or Subsequent Acquisition Transaction, as applicable;

be waived (the "Requested Relief").

Under the Mutual Reliance Review System for Exemptive Relief Applications:

(a) the OSC 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. Pala is a corporation incorporated under the laws of Jersey and the Filer is a corporation incorporated under the Business Corporations Act (Ontario). The Filer is an indirect wholly-owned subsidiary of Pala and was formed for the purpose of making the Bid. The Filer's head and registered offices are located in Toronto, Ontario.

2. Pala may in its sole discretion continue the Filer to another jurisdiction on or prior to the expiry date of the Bid.

3. The Filer has prepared and sent an offer and take-over bid circular to Unitholders in connection with the Bid.

4. The outstanding trust units of the Fund (the "Units") are held by CDS Clearing and Depository Services Inc. in book-entry only form.

5. The terms of the Bid include the following:

(a) the Bid is for all of the issued and outstanding Units, other than Units already held by the Filer and its affiliates, at a price of Cdn. $9.30 in cash per Unit;

(b) one of the conditions of the Bid is that there shall have been validly deposited under the Bid and not withdrawn at the time of expiry of the Bid (the "Expiry Time") that number of Units which, together with any Units held by the Offeror and its affiliates, constitutes at least 66?% of the Units, outstanding at the Expiry Time;

(c) if the conditions to the Bid are satisfied (or waived by the Filer) and the Filer takes up and pays for Units deposited pursuant to the Bid, the Filer may proceed with a compulsory acquisition of the Units not deposited to the Bid as permitted by the Fund's Amended and Restated Declaration of Trust (the "Declaration of Trust"), for the same consideration per Unit as was paid under the Bid, if within the time provided in the Bid for its acceptance or within 120 days after the date of the Bid, whichever period is the longer, the Bid is accepted by the holders of not less than 90% of the outstanding Units, other than Units beneficially owned, or over which control or direction is exercised, on the date of the Bid by the Filer, an affiliate or associate of the Filer, or any person or company acting jointly or in concert with the Filer (a "Compulsory Acquisition");

(d) if a Compulsory Acquisition as permitted under the Declaration of Trust is not available to the Filer or if the Filer elects not to proceed under those provisions, the Filer currently intends to acquire the Units not deposited to the Bid by:

(i) amending the Declaration of Trust (the "Threshold Amendment") to provide that a Compulsory Acquisition may be effected immediately if the Filer and its affiliates, after take-up and payment of Units deposited under the Offer, hold not less than 66?% of the Units (a Compulsory Acquisition, amended by the Threshold Amendment, being referred to herein as a "Subsequent Acquisition Transaction"); and

(ii) proceeding with the Subsequent Acquisition Transaction in respect of Units not deposited to the Bid as permitted by the Declaration of Trust, as so amended, for the same consideration per Unit as was paid under the Bid.

(e) in connection with either a Compulsory Acquisition, if available and if the Filer elects to proceed thereunder, or a Subsequent Acquisition Transaction, the Filer currently intends to amend the provisions of the Declaration of Trust by the Written Resolution (as defined below), to provide that Units held by non-tendering Unitholders will be deemed to have been transferred to the Filer immediately on the giving of the Filer's notice, as prescribed by the Declaration of Trust, and that those non-tendering Unitholders will cease to have any rights as Unitholders from and after that time, other than the right to be paid the same consideration that the Filer would have paid to the non-tendering Unitholders if they had tendered those Units to the Offer (the "Notice Amendment");

(f) in order to effect either a Compulsory Acquisition, if available and if the Filer elects to proceed thereunder, or a Subsequent Acquisition Transaction in accordance with the foregoing, 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 Declaration of Trust, which specifies that a resolution in writing executed by Unitholders holding more than 66?% of the outstanding votes required to vote in favour thereof at a meeting of Unitholders to approve that resolution shall be as valid and binding as if such Unitholders had exercised at that time all of their voting rights in favour of such resolution at a meeting of Unitholders duly called for that purpose (the "Written Resolution"), which Written Resolution will approve, among other things, the Threshold Amendment, the Notice Amendment and any Compulsory Acquisition or Subsequent Acquisition Transaction undertaken in accordance therewith, as applicable;

(g) if the Filer is unable to effect a Compulsory Acquisition or to propose a Subsequent Acquisition Transaction involving the Fund, or if it proposes a Subsequent Acquisition Transaction but cannot promptly obtain any required approvals or exemptions, the Filer will evaluate its other alternatives. Such alternatives could include, to the extent permitted by applicable law, purchasing additional Units in the open market, in privately negotiated transactions, in another take-over bid or exchange offer or otherwise, or from the Fund, or taking no further action to acquire additional Units;

6. notwithstanding Section 12.10 of the Declaration of Trust, in certain circumstances the Legislation requires that the Compulsory Acquisition or the Subsequent Acquisition Transaction, as applicable, be approved at a meeting of Unitholders called for that purpose;

7. to effect either a Compulsory Acquisition or Subsequent Acquisition Transaction, as applicable, 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 AMF Policy Q-27, and Section 8.2 of OSC Rule 61-501 (the "Minority Approval"), albeit not at a meeting of Unitholders, but by Written Resolution; and

8. the offer and take-over bid circular provided to Unitholders in connection with the Bid contains all disclosure required by applicable securities laws, including without limitation the take-over bid provisions and form requirements of the securities legislation in the Jurisdictions and the provisions of OSC Rule 61-501 relating to the disclosure required to be included in a disclosure document for a formal bid in respect of a second-step business combination.

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 provided that Minority Approval shall have been obtained, albeit not at a meeting of Unitholders, but by Written Resolution.

Uranium Focused Energy Fund - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- exemption granted to permit a fund that uses specified derivatives to calculate its NAV once per week subject to certain conditions -- relief needed from the requirement that an investment fund that uses specified derivatives must calculate its NAV daily -- relief not prejudicial to the public interest because the NAV will be posted on a website and the units of the investment fund are expected to be listed on the TSX which will provide liquidity for investors -- National Instrument 81-106 Investment Fund Continuous Disclosure.

Applicable Legislative Provisions

National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 14.2(3)(b), 17.1.

March 19, 2007

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN,

MANITOBA, ONTARIO, QUÉBEC, NOVA SCOTIA,

NEW BRUNSWICK, NEWFOUNDLAND AND LABRADOR,

YUKON TERRITORY AND NORTHWEST TERRITORIES

(the "Jurisdictions")

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

URANIUM FOCUSED ENERGY FUND

(the "Fund")

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 Fund for a decision under the securities legislation of the Jurisdictions (the "Legislation") for an exemption from the requirement contained in section 14.2(3)(b) of National Instrument 81-106 - Investment Fund Continuous Disclosure ("NI 81-106") to calculate net asset value ("NAV") at least once every business day (the "Requested Relief").

Under the Mutual Reliance Review System for Exemptive Relief Applications (the "System"):

(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 Fund:

1. Middlefield ENERGY Management Limited (the Manager) is a corporation incorporated under the laws of Ontario. It intends to establish the Fund pursuant to a declaration of trust in February or March 2007.

2. The Fund's investment objectives will be: (i) to achieve capital appreciation of the Fund's investment portfolio ("the Portfolio") over the life of the Fund, and (ii) to pay quarterly distributions to holders ("Unitholders") of units ("Units") .

3. The Fund will invest the net proceeds of its proposed initial public offering (the "Offering") in the securities of issuers that operate in or have exposure to the uranium sector ("Uranium Related Securities"), supplemented with the securities of other energy related issuers that operate in or have exposure to the energy sector (other than the uranium sector) ("Energy Related Securities").

4. The Fund will have the ability to invest in or utilize derivatives from time to time including to offset or reduce risks associated with an investment or group of investments and to offset or reduce risks such as currency value fluctuations, commodity price fluctuations, stock market risks and interest rate changes. The Fund also will have the ability from time to time to engage in writing covered call options on securities held in the Portfolio and in writing cash covered put options. However, the Fund will not invest in or use derivatives if it will result in the Fund failing to comply with its investment restrictions regarding its status as a "unit trust" or "mutual fund trust" as defined in the Income Tax Act (Canada).

5. The Manager will be the trustee and manager of the Fund and will be responsible for providing or arranging for the provision of administrative services to the Fund.

6. Middlefield Capital Corporation will act as investment advisor (the "Advisor") to the Fund. Global Fuel Solutions has been engaged to provide analysis and opinion regarding uranium market supply-demand fundamentals and associated pricing implications.

7. A bank, trust company or other custodian will act as custodian of the assets of the Fund.

8. The Units will be redeemable only on the last day of September of each year commencing in 2008 (each a "Valuation Date"), at an amount that is calculated with reference to the NAV of the Fund.

9. The Fund is not considered to be a "mutual fund" because the Unitholders are not entitled to receive on demand, or within a specified period after demand, an amount computed by reference to the value of a proportionate interest in the whole or in part of the net assets, including a separate fund or trust account, of the Fund as contemplated in the definition of "mutual fund" in the Legislation. Accordingly, the Fund will be a "non-redeemable investment fund" as defined in NI 81-106.

10. Unitholders that have redeemed their Units will receive payment on or before the 15th business day following the relevant Valuation Date.

11. The prospectus provides disclosure of its NAV calculation practices by stating that the NAV of the Fund will be calculated at a minimum, on Thursday of each week (or if any Thursday is not a business day, then on the immediately preceding business day) and on the annual redemption date. The prospectus also discloses the website where the NAV calculation will be made available.

12. The Fund intends to calculate the NAV per Unit on a weekly basis on Thursday of each week (or if Thursday is not a business day, then on the immediately preceding business day), on each Valuation Date and on any other date on which the Manager elects, in its discretion, or is required by applicable laws, to calculate the NAV per Unit. The Manager will make available to the financial press for publication on a weekly basis its NAV per Unit as well as through the internet at www.middlefield.com.

13. The Units are expected to be listed and posted for trading on the Toronto Stock Exchange ("TSX") and the Manager has applied to the TSX to so list the Units. This is unlike securities of a conventional mutual fund in which there is normally no such market and where, as a result, holders of such securities who wish to liquidate their holdings must cause the fund to redeem their securities. Since the Units will be listed for trading on the TSX, Unitholders will not have to rely solely on the redemption feature of the Units in order to provide liquidity for their investment.

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 provided that:

(a) the NAV calculation is available to the public upon request; and

(b) a toll-free telephone number or website is available which the public can access for this purpose;

for so long as:

(c) the Units are listed on the TSX; and

(d) the Fund calculates its NAV at least weekly.

R Split III Corp. - 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. 2.1(1), 2.6(a), 3.3, 10.3, 10.4(1), 12.1(1), 14.1, 19.1.

March 19, 2007

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO, BRITISH COLUMBIA, ALBERTA,

SASKATCHEWAN, MANITOBA, QUÉBEC,

NEW BRUNSWICK, NEWFOUNDLAND AND

LABRADOR, NOVA SCOTIA, PRINCE EDWARD

ISLAND AND THE NORTHWEST TERRITORIES

(the "Jurisdictions")

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

R SPLIT III CORP.

MRRS DECISION DOCUMENT

Background

The local securities regulatory authority or regulator (the "Decision Maker") in each of the Jurisdictions has received an application (the "Application") from R Split III Corp. (the "Filer") for a decision under National Instrument 81-102 Mutual Funds ("NI 81-102") that the following sections of NI 81-102 (collectively, the "NI 81-102 Requirements") will not apply to the Filer with respect to the Capital Shares and Preferred Shares proposed to be issued by the Filer as described in a preliminary prospectus dated February 2, 2007 (the "Preliminary Prospectus"):

(a) subsection 2.1(1), which prohibits a mutual fund from purchasing a security of an issuer if, immediately after the transaction, more than 10 percent of the net assets of the mutual fund, taken at market value at the time of the transaction, would be invested in securities of the issuer;

(b) subsection 2.6(a), which prohibits a mutual fund from borrowing cash or providing a security interest over any of its portfolio assets except in compliance with subsection 2.6(a);

(c) section 3.3, which prohibits a mutual fund or its securityholders from bearing the costs of incorporation, formation or initial organization of a mutual fund, or of the preparation and filing of any prospectus;

(d) 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;

(e) subsection 10.4(1), 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;

(f) subsection 12.1(1), which requires a mutual fund that does not have a principal distributor to complete and file a compliance report, and accompanying letter of the auditor, in the form and within the time period mandated by subsection 12.1(1); and

(g) 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:

The Filer

1. The Filer was incorporated under the Business Corporations Act (Ontario) on January 30, 2007. Its head office is located in Toronto, Ontario. The Filer is a mutual fund corporation. Scotia Capital Inc. ("Scotia Capital") will administer the ongoing operations of the Filer under an administration agreement with the Filer. Scotia Capital has taken the initiative in organizing the Filer and, accordingly, may be considered the promoter of the Filer under the Legislation.

2. The Filer will make offerings to the public (the "Offerings") on a best efforts basis, of class A capital shares (the "Capital Shares") and class A preferred shares (the "Preferred Shares") pursuant to a final prospectus (the "Final Prospectus") in respect of which the Preliminary Prospectus has already been filed.

3. The Capital Shares and the Preferred Shares will be listed for trading on the Toronto Stock Exchange (the "TSX"). An application requesting conditional listing approval has been made by the Filer to the TSX.

4. The Filer is a passive investment company whose principal investment objective is to invest in a portfolio of common shares of Royal Bank of Canada (the "Royal Bank Shares") in order to generate fixed cumulative preferential distributions for holders of the Filer's Preferred Shares, and to allow the holders of the Filer's Capital Shares to participate in capital appreciation of the Royal Bank Shares after payment of administrative and operating expenses of the Filer. It will be the policy of the Board of Directors of the Filer to pay dividends on the Capital Shares in an amount equal to the dividends received by the Filer on the Royal Bank Shares minus the distributions payable on the Preferred Shares and all administrative and operating expenses of the Filer.

5. The expenses incurred in connection with the Offerings (the "Expenses of the Offerings"), being the costs of incorporation, formation and initial organization of the Filer, including the preparation and filing of the Preliminary Prospectus and the Final Prospectus, will be borne by the Filer. The Preliminary Prospectus discloses and the Final Prospectus will disclose that the Expenses of the Offerings will be borne by the Filer. The Offerings will not be continuous distributions.

6. The net proceeds of the Offerings (after deducting the agents' fees, Expenses of the Offerings and the Filer's interest and other expenses relating the acquisition of the Royal Bank Shares) will be used by the Filer to fund the purchase of Royal Bank Shares.

7. The Filer has established a credit facility with Scotia Capital which may be used by the Filer to purchase the Royal Bank Shares and which will be repaid in full on the closing of the Offerings. The maximum rate of interest payable on such credit facility will be set out in the Final Prospectus. The Filer also intends to establish a revolving credit facility after the closing of the Offerings, which may be used to fund the payment of a portion of the fixed distributions on the Preferred Shares on a temporary basis if necessary. To the extent that either credit facility is used, the Filer will pledge Royal Bank Shares as collateral for amounts borrowed thereunder.

8. It will be the policy of the Filer to hold the Royal Bank Shares and to not engage in any trading of the Royal Bank Shares, except:

(i) to fund retractions or redemptions of Capital Shares and Preferred Shares;

(ii) following receipt of stock dividends on the Royal Bank Shares;

(iii) in the event of a take-over bid for any of the Royal Bank Shares;

(iv) if necessary, to fund any shortfall in the distribution on Preferred Shares;

(v) to meet obligations of the Filer in respect of liabilities including extraordinary liabilities; or

(vi) certain other limited circumstances as described in the Preliminary Prospectus.

9. Preferred Share distributions will be funded primarily from the dividends received on the Royal Bank Shares and, if necessary, any shortfall will be funded with proceeds from the sale of Royal Bank Shares.

10. The record date for the payment of Preferred Share distributions, Capital Share dividends or other distributions of the Filer will be set in accordance with the applicable requirements of the TSX.

11. The Capital Shares and Preferred Shares may be surrendered for retraction at any time. Retraction payments for Capital Shares and Preferred Shares will be made on the Retraction Payment Date (as defined in the Preliminary Prospectus) provided the Capital Shares and the Preferred Shares have been surrendered for retraction at least five business days prior to the Valuation Date (as defined in the Preliminary Prospectus). While the Filer's Unit Value (as defined in the Preliminary Prospectus) is calculated weekly, the retraction price for the Capital Shares and the Preferred Shares will be determined based on the Unit Value in effect as at the Valuation Date.

12. Any Capital Shares and Preferred Shares outstanding on a date approximately five years from the closing of the Offerings, which date will be specified in the Final Prospectus, will be redeemed by the Filer on such date.

Decision

Each of the Decision Makers is satisfied that the test contained in NI 81-102 that provides the Decision Maker with the jurisdiction to make the decision has been met.

The decision of the Decision Makers is that an exemption is granted from the NI 81-102 Requirements, as follows:

(a) subsection 2.1(1) -- to enable the Filer to invest all of its net assets in the Royal Bank Shares, provided that the Filer does not become an insider of the Royal Bank as a result of such investment;

(b) clause 2.6(a) --

(i) to enable the Filer to obtain a short-term loan from Scotia Capital to finance the initial acquisition of the Royal Bank Shares and provide a security interest over its assets as stated in paragraph 7 above, provided that the loan is paid in full on the closing of the Offerings;

(ii) to enable the Filer to provide a security interest over its assets in connection with the revolving credit facility after the closing of the Offerings to permit the Filer to fund the payment of a portion of the fixed distribution of the Preferred Shares on a temporary basis if necessary, so long as the outstanding amount of any such borrowings of the Filer does not exceed 5% of the net assets of the Filer taken at market value at the time of the borrowing;

(c) section 3.3 -- to permit the Filer to bear the Expenses of the Offerings;

(d) section 10.3 -- to permit the Filer to pay the retraction price for the Capital Shares and Preferred Shares in the manner described in the Preliminary Prospectus and on the applicable Valuation Date as defined in the Preliminary Prospectus;

(e) subsection 10.4(1) -- to permit the Filer to pay the retraction price for the Capital Shares and the Preferred Shares on the Retraction Payment Date, as defined in the Preliminary Prospectus;

(f) subsection 12.1(1) -- to relieve the Filer from the requirement to file the prescribed compliance reports; and

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

Pioneer Metals Corporation - s. 1(10)

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- application for an order that the issuer is not a reporting issuer.

Ontario Statutes

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10).

March 21, 2007

Attn: Jennifer F. Longhurst

Dear Ms. Longhurst:

Pioneer Metals Corporation (the "Applicant") - Application not to be a Reporting Issuer under the securities legislation of Ontario, Alberta and Nova Scotia (the "Jurisdictions")

The Applicant has applied to the local securities regulatory authority or regulator (the "Decision Maker") in each of the Jurisdictions for a decision under the securities legislation (the "Legislation") of the Jurisdictions not to be a reporting issuer in the Jurisdictions.

As the Applicant has represented to the Decision Makers that,

• the outstanding securities of the Applicant, including debt securities, are beneficially owned, directly or indirectly, by less than 15 security holders in each of the jurisdictions in Canada and less than 51 security holders in total in Canada;

• no securities of the Applicant are traded on a marketplace as defined in National Instrument 21-101 -- Marketplace Operation;

• the Applicant is applying for relief not to be a reporting issuer in all of the jurisdictions in Canada in which it is currently a reporting issuer; and

• the Applicant is not in default of any of its obligations under the Legislation as a reporting issuer;

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 and orders that the Applicant is not a reporting issuer.

Connor, Clark & Lunn Global Financials Fund II - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- exemption granted to permit a fund that uses specified derivatives to calculate its NAV once per week subject to certain conditions -- relief needed from the requirement that an investment fund that uses specified derivatives must calculate its NAV daily -- relief not prejudicial to the public interest because the NAV will be posted on a website and the units of the investment fund are expected to be listed on the TSX which will provide liquidity for investors -- National Instrument 81-106 Investment Fund Continuous Disclosure.

Applicable Legislative Provisions

National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 14.2(3)(b), 17.1.

March 21, 2007

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO, QUEBEC, BRITISH COLUMBIA, ALBERTA,

SASKATCHEWAN, MANITOBA, NEW BRUNSWICK,

NOVA SCOTIA, PRINCE EDWARD ISLAND,

NEWFOUNDLAND AND LABRADOR, NORTHWEST

TERRITORIES, YUKON TERRITORY AND NUNAVUT

(the "Jurisdictions")

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

CONNOR, CLARK & LUNN GLOBAL

FINANCIALS FUND II

(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 (the "Legislation") of the Jurisdictions for relief from Section 14.2(3)(b) of National Instrument 81-106 ("NI 81-106"), which requires the net asset value of an investment fund that uses specified derivatives (as such term is defined in National Instrument 81-102) to be calculated at least once every business day (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) 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 will be an non-redeemable investment fund (as defined in NI 81-106) to be established under the laws of the Province of Ontario pursuant to a trust agreement to be entered into between Connor, Clark & Lunn Capital Markets Inc. (the "Manager"), as manager of the Filer, and RBC Dexia Investor Services Trust, as trustee of the Filer. The principal office of the Filer and the Manager is located at 181 University Ave., Suite 300, Toronto, Ontario, M5H 3M7.

2. The Filer is authorized to issue an unlimited number of Units ("Units") and Class F Units. The Filer will offer Units under a prospectus and will offer Class F Units on a private placement basis.

3. The investment objectives of the Fund are to (i) provide holders of Units ("Unitholders") with a stable stream of monthly cash distributions initially targeted to be $0.05 per Unit (representing a yield of approximately 6.0% per annum on the issue price of $10.00 per Unit); and (ii) preserve and enhance the net asset value per Unit of the Fund.

4. The Manager, on behalf of the Filer, has retained New Star Asset Management Limited (the "Investment Manager") to act as the investment manager of the Filer.

5. To achieve its investment objectives, the net proceeds from the offering of Units will be invested in an actively managed portfolio (the ''Portfolio'') consisting of securities of global financial services businesses. The Portfolio will be actively managed by the Investment Manager.

6. The Filer will be exposed to a number of foreign currencies. The Investment Manager will take currency exposure into account in managing the Portfolio and will attempt to maximize the Filer's total returns in Pounds Sterling. In addition, it is intended that at least 90% of the value of the Portfolio's non-Canadian exposure will be hedged from Pounds Sterling back to the Canadian dollar.

7. Although the Filer will be a mutual fund trust for purposes of the Income Tax Act (Canada), it will not be a mutual fund for purposes of securities legislation and its operation will differ from that of a conventional mutual fund as follows:

(a) The Filer does not intend to continuously offer Units once the Filer is out of primary distribution.

(b) The Units are expected to be listed and posted for trading on the Toronto Stock Exchange (the "TSX"). As a result, Unitholders will not have to rely solely on the redemption features of the Units (as described in the preliminary prospectus of the Filer dated January 29, 2007) in order to provide liquidity for their investment. Class F Units will be convertible into Units monthly or can be redeemed annually at a price computed by reference to the net asset value of the Class F Units.

8. Units may be surrendered at any time for redemption by the Filer. The Units will be redeemable at the option of the Unitholder on a monthly basis at a price computed by reference to the market price of the Units and, commencing in 2008, the Units will also be redeemable once annually at a price computed by reference to net asset value of the Filer.

9. The net asset value per Unit and per Class F Unit will be calculated each Friday during the year and each Redemption Date. The prospectus will disclose that the Manager will post the net asset value per Unit and per Class F Unit on its website (http:// www.cclcapitalmarkets.com) and will also make this information available to Unitholders upon request.

Decision

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

The decision of the Decision Makers is that the Requested Relief is granted provided the prospectus discloses that:

(a) the net asset value calculation is available to the public upon request; and

(b) a toll-free telephone number or website that the public can access for this purpose;

for so long as:

(c) the Units are listed on the TSX; and

(d) the Fund calculates its net asset value at least weekly.

Grosvenor Securities LLC - s. 211 of the Regulation

Headnote

Application in connection with application for registration as an international dealer, for an order pursuant to section 211 of the Regulation exempting the applicant from the requirement in subsection 208(2) of the Regulation that it carry on the business of an underwriter in a country other than Canada to be able to register in Ontario as an international dealer.

Statutes Cited

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

Regulations Cited

Regulation made under the Securities Act, R.R.O., Reg. 1015, as am., ss. 100(2), 208(2) and 211.

IN THE MATTER OF

THE SECURITIES ACT, R.S.O. 1990,

CHAPTER S. 5, AS AMENDED (the Act)

AND

IN THE MATTER OF

ONTARIO REGULATION 1015, R.R.O. 1990,

AS AMENDED (the Regulation)

AND

IN THE MATTER OF

GROSVENOR SECURITIES LLC

ORDER

(Section 211 of the Regulation)

UPON the application (the Application) of Grosvenor Securities LLC (the Applicant) to the Ontario Securities Commission (the Commission) for an order, pursuant to section 211 of the Regulation, exempting the Applicant from the requirement in subsection 208(2) of the Regulation that the Applicant carry on the business of an underwriter in a country other than Canada in order for the Applicant to be registered under the Act as a dealer in the category of international dealer;

AND UPON considering the Application and the recommendation of staff of the Commission;

AND UPON the Applicant having represented to the Commission that:

1. The Applicant has filed an application for registration as a dealer under the Act in the category of international dealer in accordance with section 208 of the Regulation. The Applicant is not presently registered in any capacity under the Act.

2. The Applicant is a limited liability corporation organized under the laws of the State of Delaware in the United States. The Applicant's principal place of business is located in Chicago, Illinois.

3. The Applicant is registered in the United States as a broker-dealer with the Securities and Exchange Commission. The Applicant is also a member in good standing of the National Association of Securities Dealers, Inc.

4. The Applicant does not currently act as an underwriter in the United States or in any other jurisdiction outside of the United States.

5. In the absence of the relief requested in this Application, the Applicant would not meet the requirements of the Regulation for registration as a dealer in the category of international dealer as it does not carry on the business of an underwriter in a country other than Canada.

6. The Applicant does not now act as an underwriter in Ontario and will not act as an underwriter in Ontario if it is registered under the Act as a dealer in the category of international dealer, despite the fact that subsection 100(2) of the Regulation provides that the registration of an international dealer authorizes the dealer to act as an underwriter for the sole purpose of making a distribution that it is authorized to make by section 208 of the Regulation.

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

IT IS ORDERED, pursuant to section 211 of the Regulation, that, in connection with the registration of the Applicant as a dealer under the Act in the category of international dealer, the Applicant is exempt from the provisions of subsection 208(2) of the Regulation requiring that the Applicant carry on the business of an underwriter in a country other than Canada, provided that, so long as the Applicant is registered under the Act as an international dealer:

(a) the Applicant carries on the business of a dealer in a country other than Canada; and

(b) notwithstanding subsection 100(2) of the Regulation, the Applicant shall not act as an underwriter in Ontario.

March 16, 2007

Immunotec Inc. - s. 1(11)

Headnote

Section 1(11) -- order that issuer is a reporting issuer for purposes of Ontario securities law -- issuer already a reporting issuer in British Columbia, Alberta and Quebec -- issuer's securities listed for trading on the TSX Venture Exchange -- continuous disclosure requirements in British Columbia, Alberta and Quebec are substantially the same as those in Ontario.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(11).

IN THE MATTER OF

THE SECURITIES ACT, R.S.O. 1990,

CHAPTER S.5, AS AMENDED (the "Act")

AND

IN THE MATTER OF

IMMUNOTEC INC.

ORDER

(Section 1(11))

UPON the application of Immunotec Inc. (the "Applicant") for an order pursuant to clause 1(11)(b) of the Act that, for purposes of Ontario securities law, the Applicant is a reporting issuer in Ontario;

AND UPON considering the application and the recommendations of the staff of the Ontario Securities Commission (the "Commission");

AND UPON the Applicant representing to the Commission as follows:

1. The Applicant was incorporated on December 18, 1998 pursuant to the Canada Business Corporations Act with its registered and head office located at 300 Joseph-Carrier Street, Vaudreuil-Dorion, Québec, J7V 5V5.

2. The authorized capital of the Applicant consists of an unlimited number of common shares of which 70,026,558 common shares are issued and outstanding.

3. The Applicant has been a reporting issuer in the Provinces of British Columbia, Alberta and Québec since June 16, 1999;

4. The Applicant is not currently a reporting issuer or the equivalent in any jurisdiction in Canada other than British Columbia, Alberta and Québec;

5. The Applicant is not on the list of defaulting reporting issuers maintained pursuant to the Securities Act (British Columbia) (the B.C. Act), the Securities Act (Alberta) (the Alberta Act) or the Securities Act (Québec) (the Québec Act), and, to the best of its knowledge, is not in default of any of its obligations under the B.C. Act, the Alberta Act or the Québec Act;

6. The continuous disclosure requirements of the B.C. Act, the Alberta Act and the Québec Act are substantially the same as the requirements under the Act;

7. The continuous disclosure materials filed by the Applicant under the B.C. Act, the Alberta Act and the Québec Act since June, 1999 are available on the System for Electronic Document Analysis and Retrieval (SEDAR);

8. The Applicant's securities are traded on the TSX Venture Exchange (TSXV) under the symbol "IMM". The Applicant's securities are not traded on any other stock exchange or trading or quotation system;

9. The Applicant is not in default of any of the rules or regulations of the TSXV;

10. Neither the Applicant nor any of its predecessor entities nor any of their officers, directors or controlling shareholders has or have:

(a) been the subject of any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority;

(b) entered into a settlement agreement with a Canadian securities regulatory authority; or

(c) been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor making an investment decision;

11. Neither the Applicant nor any of its predecessor entities nor any of their officers, directors or controlling shareholders is, has or have been subject to:

(a) any known ongoing or concluded investigations by a Canadian securities regulatory authority, or a court or regulatory body, other than a Canadian securities regulatory authority, that would be likely to be considered important to a reasonable investor making an investment decision; or

(b) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the preceding 10 years;

12. None of the Applicant or its officers, directors or any controlling shareholder, is or has been at the time of such event an officer or director of any other issuer which is or has been subject to:

(a) any cease trade or similar order, or order that denied access to any exemptions under Ontario securities law, for a period of more than 30 consecutive days, within the preceding 10 years; or

(b) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the preceding 10 years;

13. The Applicant has a significant connection to Ontario as two of its shareholders owning a total of 20.22% of the issued and outstanding common shares of the Applicant are residents of Ontario;

14. The Applicant will remit all participation fees due and payable by it pursuant to Commission Rule 13-502 -- Fees by no later than two business days from the date of this Order;

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

IT IS ORDERED pursuant to clause 1(11)(b) of the Act that the Applicant is a reporting issuer for the purposes of Ontario securities law.

DATED March 5, 2007

National Bank of Canada and NBC Capital Trust - OSC Rule 13-502 Fees

Headnote

Special purpose trust set up by financial institution to issue securities that comply with regulatory requirements of Office of the Superintendent of Financial Institutions relating to the issuance of innovative Tier 1 capital instruments - exempt from requirement to pay participation fees, subject to conditions.

Statutes Cited

Ontario Securities Commission Rule 13-502 Fees.

IN THE MATTER OF

ONTARIO SECURITIES COMMISSION

RULE 13-502 FEES

AND

IN THE MATTER OF

THE NATIONAL BANK OF CANADA AND

NBC CAPITAL TRUST

ORDER

WHEREAS the Director has received an application from The National Bank of Canada (the "Bank") and NBC Capital Trust (the "Trust") for an order, pursuant to Section 6.1 of OSC Rule 13-502 Fees (the "Fees Rule"), that the requirement to pay a participation fee under Section 2.2 of the Fees rule shall not apply to the Trust, subject to certain terms and conditions.

AND WHEREAS the Bank and the Trust have represented to the Ontario Securities Commission (the "OSC") that:

1. The Trust is an open-ended trust established under the laws of the Province of Ontario by Natcan Trust Company as trustee (the "Trustee"), pursuant to a declaration of trust dated May 17, 2006.

2. The Trust has a financial year-end of December 31.

3. The Trust is a reporting issuer in Ontario and, to its knowledge, is not in default of any requirement under the securities legislation of the Province of Ontario.

4. The Bank is the administrative agent of the Trust pursuant to an administration agreement dated May 17, 2006 pursuant to which the Trustee will delegate to the Bank certain of its obligations in relation to the administration of the Trust, including the day-to-day operations of the Trust and such other matters as may be requested from time to time by the Trustee.

5. The outstanding securities of the Trust consist of (i) transferable trust units called Trust Capital Securities - Series 1, or "NBC CapS - Series 1" which are non-voting except in limited circumstances and (ii) Special Trust Securities. All outstanding Special Trust Securities are held by the Bank. The Trust distributed 225,000 NBC CapS - Series 1 in a public offering pursuant to a prospectus dated June 8, 2006 (the "Offering" and the "Prospectus"). Subject to certain conditions, on June 30, 2011 and on any Distribution Date (as defined in the Prospectus) thereafter, the Trust may redeem the outstanding NBC CapS - Series 1. At any time, NBC CapS - Series 1 may be exchanged for newly issued non-cumulative, perpetual First Preferred Shares, Series 17 of the Bank ("Bank Preferred Shares Series 17") or, upon the occurrence of a Loss Absorption Event (as defined in the Prospectus), for newly issued non-cumulative, perpetual First Preferred Shares, Series 18 of the Bank ("Bank Preferred Shares Series 18"). Pursuant to the Share Exchange Agreement (as defined in the Prospectus), the Bank will undertake to list on the TSX any Bank Preferred Shares Series 17 or Bank Preferred Shares Series 18 issued upon the exercise of the Exchange Provisions (as defined in the Prospectus).

6. No securities of the Trust are currently listed on a marketplace as defined in National Instrument 21-101 Marketplace Operation.

7. The Trust's only business is to invest its assets and its objective is to acquire and hold Trust Assets (as defined in the Prospectus) that will generate income for distribution to holders of NBC CapS - Series 1 and Special Trust Securities. The Trust does not carry on any independent business activities other than to acquire and hold assets to generate income for distribution to holders of the NBC CapS - Series 1 and Special Trust Securities (collectively "Trust Securities").

8. Pursuant to the MRRS Decision Document dated August 1, 2006 (the "Continuous Disclosure Exemption") granted to the Trust by the Autorité des marchés financiers, as principal regulator, on behalf of itself and other decision makers (collectively, the "Decision Makers"), the Decision Makers determined that the requirement contained in the securities legislation of the Province of Québec and in other applicable jurisdictions (collectively, the "Legislation") to :

(a)

(i) file interim financial statements and audited annual financial statements and deliver same to the security holders of the Trust, pursuant to Sections 4.1, 4.3 and 4.6 of National Instrument 51-102 - Continuous Disclosure Obligations ("NI 51-102");

(ii) file interim and annual management's discussion and analysis ("MD&A") of the financial conditions and results of operations and deliver same to the security holders of the Trust pursuant to Section 5.1 and 5.6 of NI 51-102;

(iii) file an annual information form pursuant to Section 6.1 of NI 51-102; (the obligations set out in paragraph (a) are collectively defined as the "Continuous Disclosure Obligations").

(b) file interim and annual certificates contained in Sections 2.1 and 3.1 of Multilateral Instrument 52-109 - Certification of Disclosure in Issuer's Annual and Interim Filings ("MI 52-109") (the "Certification Obligations");

shall not apply to the Trust for so long as:

with respect to the Continuous Disclosure Obligations:

(i) the Bank remains a reporting issuer under the Legislation and has filed all documents it is required to file;

(ii) the Bank files with the Decision Makers, in electronic format under the Trust's SEDAR profile, the documents listed in paragraph (a) above of this Decision, at the same time as they are required under the Legislation to be filed by the Bank;

(iii) the Trust pays all filing fees that would otherwise be payable by the Trust in connection with the filing of the documents referred to in paragraph (a) above of this Decision;

(iv) the Trust sends or causes the Bank to send its interim and annual financial statements and interim and annual MD&A, as applicable, to holders of Trust Securities at the same time and in the same manner as if the holders of Trust Securities were holders of Bank Common Shares (as defined in the Prospectus);

(v) all outstanding securities of the Trust are either NBC CapS - Series 1, additional series of the Trust Capital Securities (as defined in the Prospectus) or Special Trust Securities;

(vi) the rights and obligations of holders of additional series of the Trust Capital Securities are the same in all material respects as the rights and obligations of the holders of the NBC CapS - Series 1, with the exceptions of economic terms such as the rate of Indicated Yield (as defined in the Prospectus), redemption dates, exchange dates and rates of exchange;

(vii) the Bank is the beneficial owner of all issued and outstanding voting securities of the Trust, including the Special Trust Securities.

with respect to the Certification Obligations:

(i) the Trust is exempt from the Continuous Disclosure Obligations;

(ii) the Bank files with the Decision Makers, in electronic format under the Trust's SEDAR profile, the Bank Interim and Annual Certificates at the same time as such documents are required under the Legislation to be filed by the Bank;

(iii) the Trust continues to be exempted from the Continuous Disclosure Obligations.

The Continuous Disclosure Exemption shall expire 30 days after the date a material adverse change occurs in the affairs of the Trust.

9. The Trust was established by the Bank in order to comply with the regulatory requirements of the Office of the Superintendent of Financial Institutions ("OSFI") relating to the issuance of innovative Tier 1 capital instruments (as contained in OSFI's Principles Governing Inclusion of Innovative Instruments in Tier 1 Capital (the "OSFI Guidelines").

10. OSFI maintains strict guidelines and standards with respect to the capital adequacy requirements of federally regulated financial institutions, including the Bank, and, in particular, specifies minimum required amounts of Tier 1 capital to be maintained by such institutions. Tier 1 capital consists of common shareholders' equity, qualifying non-cumulative perpetual preferred shares, qualifying innovative instruments and qualifying non-controlling interests arising on consolidation from Tier 1 capital instruments. Innovative instruments, such as the NBC CapS - Series 1, must satisfy the detailed requirements of the OSFI Guidelines to be included in Tier 1 capital. Accordingly, the innovative instruments (NBC CapS - Series 1) must be issued by a special purpose vehicle (NBC Capital Trust), whose primary purpose is to raise innovative Tier 1 capital. OSFI approved the inclusion of the NBC CapS - Series 1 as Tier 1 capital of the Bank on June 14, 2006.

11. No continuous disclosure documents concerning only the Trust will be filed with the OSC.

12. The Trust is a "Class 2 reporting issuer" under the Fees Rule and would be required (but for this Order) to pay participation fees under such rule.

13. The Bank, as a legal and factual matter, controls the Trust though its ownership of the Special Trust Securities issued by the Trust and its role as administrative agent of the Trust. The Bank has paid, and will continue to pay, participation fees applicable to it under section 2.2 of the Fees Rule.

14. The Fees Rule includes an exemption for "subsidiary entities" in subsection 2.9(2) of the Fees Rule. The Bank and the Trust meet all of the substantive requirements to rely on the exemption in subsection 2.9(2) of the Fees Rule, but for the definition of "subsidiary entity". The Fees Rule defines "subsidiary entity" by reference to the accounting definition under Canadian GAAP, rather than by reference to a legal definition based on control.

15. On November 1, 2004, the Canadian Institute of Chartered Accountants adopted Guideline 15, Consolidation of Variable Interest Entities. Accordingly, the Trust may not, from a technical accounting perspective, be considered to be a "subsidiary entity" of the Bank for Canadian GAAP purposes and may not be entitled to rely on the exemption in subsection 2.9(2) of the Fees Rule.

16. The Bank does not currently intend to issue additional securities through the Trust.

THE ORDER of the OSC under the Fees Rule is that the requirement to pay a participation fee under Section 2.2 of the Fees Rule shall not apply to the Trust, for so long as:

(i) the Bank and the Trust continue to satisfy all of the conditions contained in the Continuous Disclosure Exemption; and

(ii) the capitalization of the Trust represented by the NBC CapS - Series 1 and any additional Trust securities that may be issued, from time to time, by the Trust is included in the participation fee calculation applicable to the Bank and the Bank has paid the participation fee calculated on this basis.

DATED March 20th, 2007.

Robert Patrick Zuk et al.

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,

AND MATTHEW NOAH COLEMAN

ORDER

WHEREAS on March 11, 2005 the Commission issued a Notice of Hearing pursuant to section 127 of the Securities Act (the "Act") in respect of trading in the shares of Visa Gold Explorations Inc.;

AND WHEREAS on March 11, 2005 Staff of the Commission filed a Statement of Allegations;

AND WHEREAS on September 25, 2006, Staff of the Commission filed an Amended Statement of Allegations;

AND WHEREAS on March 14, 2007, Staff of the Commission filed an Amended Amended Statement of Allegations dated March 7, 2007;

AND WHEREAS Matthew Noah Coleman entered into a settlement agreement dated March 15, 2007 (the "Settlement Agreement") in relation to the matters set out in the Amended Statement of Allegations;

AND WHEREAS the Commission issued a Notice of Hearing dated March 16, 2007 setting out that it proposed to consider the Settlement Agreement;

UPON reviewing the Settlement Agreement, the Notice of Hearing, the Amended Amended Statement of Allegations, and upon considering submissions from Matthew Noah Coleman and from Staff of the Commission;

AND WHEREAS the Commission is of the opinion that it is in the public interest to make this Order;

IT IS HEREBY ORDERED, PURSUANT TO SECTIONS 127 AND 127.1 OF THE ACT, THAT:

(a) the Settlement Agreement is hereby approved;

(b) the Respondent's registration will be terminated on the date of the Order and the Respondent undertakes not to reapply for registration for a period of 5 years from the date of the Order;

(c) subject to (d) below, for a period of 2 years from the date of the Order approving this Settlement Agreement, the Respondent will be restricted to trading in securities in one RRSP account and one non-RRSP account wholly beneficially owned by the Respondent and held at a single full service registered dealer (which accounts the Respondent will identify in writing to the Director of Enforcement of the Ontario Securities Commission), if the securities:

1. are debt instruments that cannot be converted (directly or indirectly) into shares;

2. are listed on NASDAQ, New York Stock Exchange, Amex, Toronto Stock Exchange, TSX Venture Exchange, London Stock Exchange (excluding AIM) or the Frankfurt Stock Exchange (Prime Standard);

3. are not exempt securities for purposes of the Ontario Securities Act, save and except for securities referred to in clauses 1 and 10 of subsection 35(2) of the Ontario Securities Act; or

4. are securities in which the Respondent does not hold more than one (1) percent of the outstanding securities of the class or series of the class in question.

(d) the Respondent may dispose of 75,000 shares of Champion Natural Health.com Inc. and 10,000 shares of Industrial Electric Services Inc., currently owned by him or his registered retirement savings plan, at any time during the term of the order, which trades may otherwise contravene paragraph (c) above;

(e) subject to (c) above, that any exemptions contained in Ontario securities law do not apply to the Respondent for a period of 2 years from the date of the Order; and

(f) that the Respondent will contribute to the Commission's costs of its investigation, in the amount of $10,000.

Dated at Toronto, Ontario this 21st day of March, 2007

"Suresh Thakrar"

"Carol Perry"

Chapter 3 -- Reasons: Decisions, Orders and Rulings

Robert Patrick Zuk et. al.

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

SETTLEMENT AGREEMENT BETWEEN

MATTHEW NOAH COLEMAN AND

STAFF OF THE ONTARIO SECURITIES COMMISSION

I INTRODUCTION

1. By Notice of Hearing dated March 16, 2007, the Commission announced that it proposed to hold a hearing to consider whether, pursuant to section 127 of the Securities Act, R.S.O. 1990, c. S.5 (the "Act"), it is in the public interest for the Commission to make an order approving the settlement agreement entered into between Staff of the Commission and the respondent Matthew Noah Coleman.

II JOINT SETTLEMENT RECOMMENDATION

2. Staff of the Commission ("Staff") recommend settlement with Matthew Noah Coleman (also referred to hereafter as the "Respondent") in accordance with the terms and conditions set out below. The Respondent agrees to the settlement on the basis of the facts set out in Part III herein and consents to the making of an Order in the form attached as Schedule "A" on the basis of the facts set out in Part III herein.

3. The terms of this settlement agreement, including the attached Schedule "A" (collectively, the "Settlement Agreement") will be released to the public only if and when the Settlement Agreement is approved by the Commission.

III AGREED FACTS

4. For the purposes of this settlement agreement, the Respondent agrees with the facts set out in Part III of this agreement.

(a) Background

5. Visa Gold Explorations Inc. ("Visa Gold") was a reporting issuer that was involved in the recovery of underwater artefacts. Trading in Visa Gold's shares was first reported 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's shares were cease traded on May 28, 2003 and remain cease traded.

6. The Respondent Robert Patrick Zuk ("Zuk") is an Ontario resident. He is a stock promoter who, to the knowledge of the Respondent, was hired by Visa Gold to generate investment interest in Visa Gold. The Respondent was first introduced to Zuk by Dane Walton in or about 1995 while the Respondent was employed as a registered representative at Merit Investment Corp. The Respondent first engaged in a business relationship with Zuk in July 1999 when Zuk opened a personal and corporate brokerage account with the Respondent. At around the same time, Zuk referred the Zuk-Related Accounts (as defined in this Settlement Agreement) to the Respondent.

7. The Respondent Matthew Noah Coleman ("Coleman") is 38 years old. Between May 1994 and February 2006, the Respondent was a registered representative. At all material times, the Respondent was employed by Dundee Securities Corporation ("Dundee"). The Respondent is currently unemployed.

(b) Background of Visa Gold and of Zuk's Shareholding in Visa Gold

8. 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. Visa Gold became a public company on or about August 25, 1999, and its trades were reported to the public on the CDN and subsequently, the CDNX.

(c) Zuk's Trading Activity in Visa Gold Shares

(i) Brokerage Accounts used by Zuk

9. In the period between August 1999 and November 2001, Zuk gave trading instructions in and/or arranged for the purchase or sale of Visa Gold shares by 8 brokerage accounts (the "Client Accounts") at Dundee over which the Respondent had client responsibility as a registered representative. The Client Accounts included 2 in Zuk's own name and accounts in the names of the following individuals and companies: Bruce Hodgman (1 account), Lisa Laudenbach (1 account), ENT Management Inc. (1 account), Christine Sheehan (1 account), Wilkinson International Ltd. (1 account) and Paul Frustaglio (1 account) (collectively, the "Zuk-Related Accounts"). Zuk did not have written trading authority in any of the Zuk-Related Accounts, although the Zuk-Related Clients advised the Respondent orally that Zuk could enter trades in their accounts. Each of the Zuk-Related clients, to the Respondent's knowledge, were related to Visa Gold or Zuk by employment, by family relationship or by providing investor relations services pertaining to Visa Gold.

(ii) Trading in Client Accounts

10. With the Respondent acting as registered representative, Zuk gave trading instructions in, or directed trades to, the Client Accounts, in circumstances in which the Respondent ought to have known that the trades could 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.

11. The Respondent was aware that Zuk was an active trader and promoter of Visa Gold's shares, by virtue of acting as registered representative in the 8 Client Accounts. To the Respondent's knowledge, Zuk was involved in 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 were reported to the public on the CDN or the CDN-X. The total volume of trading in Visa Gold shares in the Client Accounts exceeded 7 million shares on each of the buy and sell sides of the trade. For 17 days on which the Client Accounts traded in Visa Gold shares, the volume of the trades in the Client Accounts exceeded 30% of the daily volume of trading, with the Client Account trading on 2 days reaching 97% of the daily volume of trading in Visa Gold shares.

12. The Respondent on several occasions processed trades in Visa Gold shares in the Client Accounts at or near month end. The sole purpose of those trades, which were reported in the CDN or CDN-X markets, was the elimination of debit balances that had accumulated in one or more of the Client Accounts. In the relevant period, Dundee required that debit balances in client accounts be cleared by the end of each month. This could be accomplished by depositing funds to pay for shares; if, however, the client was not willing or able to deposit funds, the firm would sell the shares in the open market to eliminate the debit balance. In order to avoid a sell-out of Visa Gold shares by the firm at month end, Zuk sold the shares in order to eliminate debit balances from the Client Accounts over month end. Visa Gold shares were often purchased in one of the Client Accounts early in the next month, again creating a debit balance. By participating in this repetitive pattern in the Client Accounts, the Respondent ought to have known that the Client Accounts were engaged in free riding or, alternatively stated, were using the firms' capital to finance their trading activities in Visa Gold shares.

13. The Respondent was also aware that Visa Gold share certificates were being deposited into the Client Accounts in furtherance of the trading activities described herein. In respect of certain Zuk-Related Clients, the Respondent acted on trading instructions from Zuk for accounts where there was no proper third party trading authorization in place and/or accepted trading instructions from certain Zuk-Related Clients with knowledge that their trading was being directed by Zuk.

14. The Respondent was the registered representative in 8 Uptick Trades and 2 High Close Trades where a Zuk Controlled Account was the purchaser.

15. The Uptick Trades and High Close Trades in which the Respondent was involved as registered representative created an upward pressure on the price of Visa Gold's shares. The Respondent ought to have recognized that since Zuk was acting as a stock promoter for Visa Gold, he would benefit from an increased trading price and/or the appearance of interest in Visa Gold shares that an increase in trading volume could create. The Zuk-Related Clients, by virtue of their relationships to Zuk or Visa Gold, as described above, each had a similar interest.

(v) Market price of Visa Gold shares

16. 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.

17. The Respondent earned $75,262.00 in commissions on the total trading activity in Visa Gold shares in the Client Accounts between July 1999 and November 2001.

IV THE RESPONDENT'S POSITION

18. The Uptick Trades and the trades that resulted in High Close Trades undertaken by the Respondent were all within the posted bid/ask spread and typically did not increase the bid/ask price as set by the various market makers. In addition, one of the two trades that resulted in a High Close Trade was entered on the sell side by Brant Securities Limited at 3:44 p.m., while bids and offers were live on the CDN until 5:00 p.m.

19. The Respondent ceased working as a registered representative with Union Securities Ltd. ("Union") in February 2006. The Respondent has not earned any employment income since resigning from Union in February 2006, but has supported himself by trading in securities for his own account.

20. The Respondent has never been the subject of any prior disciplinary proceeding.

V CONDUCT CONTRARY TO THE PUBLIC INTEREST

21. The Respondent ought to have known that the Visa Gold trades in the Client Accounts for which he was the registered representative, as described above, could create a misleading appearance as to market activity for Visa Gold shares and/or as to the price of those shares.

22. The Respondent failed in his role as a gatekeeper in the capital markets by facilitating the trading described above.

23. The Respondent's conduct was contrary to the public interest.

VI TERMS OF SETTLEMENT

24. The Respondent agrees to the following terms of settlement, to be set out in an order by the Commission pursuant to s. 127(1) of the Act, as follows:

(a) that the Respondent's registration will be terminated on the date of the Order and the Respondent undertakes not to reapply for registration for a period of 5 years from the date of the Order;

(b) subject to (c) below, for a period of 2 years from the date of the Order approving this Settlement Agreement, the Respondent will be restricted to trading in securities in one RRSP account and one non-RRSP account wholly beneficially owned by the Respondent and held at a single full service registered dealer (which accounts the Respondent will identify in writing to the Director of Enforcement of the Ontario Securities Commission), if the securities:

1. are debt instruments that cannot be converted (directly or indirectly) into shares;

2. are listed on NASDAQ, New York Stock Exchange, Amex, Toronto Stock Exchange, TSX Venture Exchange, London Stock Exchange (excluding AIM) or the Frankfurt Stock Exchange (Prime Standard);

3. are not exempt securities for purposes of the Ontario Securities Act, save and except for securities referred to in clauses 1 and 10 of subsection 35(2) of the Ontario Securities Act; or

4. are securities in which the Respondent does not hold more than one (1) percent of the outstanding securities of the class or series of the class in question.

(c) the Respondent may dispose of 75,000 shares of Champion Minerals Inc. (formerly Champion Natural Health.com Inc.) and 10,000 shares of Industrial Electric Services Inc., currently owned by him or his registered retirement savings plan, at any time during the term of the order, which trades may otherwise contravene paragraph (b) above;

(d) subject to (b) above, that any exemptions contained in Ontario securities law do not apply to the Respondent for a period of 2 years from the date of the Order;

(e) that the Respondent will contribute to the Commission's costs of its investigation, in the amount of $10,000; and

(f) that the Respondent will cooperate with Staff in its investigation of trading in Visa Gold shares, including testifying as a witness for Staff at any proceedings commenced by Staff and meeting with Staff in advance of that proceeding to prepare for that testimony.

VII STAFF COMMITMENT

25. If this Settlement Agreement is approved by the Commission, Staff will not initiate any proceeding under Ontario securities law in respect of any conduct or alleged conduct of the Respondent in relation to the facts set out in Part III of this Settlement Agreement, subject to the provisions of paragraph 29 below.

VIII PROCEDURE FOR APPROVAL OF SETTLEMENT

26. Approval of this Settlement Agreement shall be sought at a hearing of the Commission on a date agreed to by Staff and the Respondent.

27. Staff and the Respondent may refer to any part, or all, of the Settlement Agreement at the Settlement Hearing. Staff and the Respondent also agree that if this Settlement Agreement is approved by the Commission, it will constitute the entirety of the evidence to be submitted respecting the Respondent in this matter, and the Respondent agrees to waive his rights to a full hearing, judicial review or appeal of the matter under the Act.

28. Staff and the Respondent agree that if this Settlement Agreement is approved by the Commission, neither Staff nor the Respondent will make any public statement inconsistent with this Settlement Agreement.

29. If this Settlement Agreement is approved by the Commission and, at any subsequent time, the Respondent fails to honour any of the Terms of Settlement set out in Part VI herein, Staff reserve the right to bring proceedings under Ontario securities law against the Respondent based on, but not limited to, the facts set out in Part III of the Settlement Agreement, as well as the breach of the Settlement Agreement.

30. If, for any reason whatsoever, this Settlement Agreement is not approved by the Commission or an Order in the form attached as Schedule "A" is not made by the Commission, each of Staff and the Respondent will be entitled to all available proceedings, remedies and challenges, including proceeding to a hearing of the allegations in the Notice of Hearing and Statement of Allegations, unaffected by this Settlement Agreement or the settlement negotiations.

31. Whether or not this Settlement Agreement is approved by the Commission, the Respondent agrees that he will not, in any proceeding, refer to or rely upon this Settlement Agreement or the negotiation or process of approval of this Settlement Agreement as the basis for any allegation against the Commission of lack of jurisdiction, bias, appearance of bias, unfairness, or any other remedy or challenge that may otherwise be available.

IX DISCLOSURE OF AGREEMENT

32. The terms of this Settlement Agreement will be treated as confidential by all parties hereto until approved by the Commission, and forever if, for any reason whatsoever, this Settlement Agreement is not approved by the Commission, except with the written consent of both the Respondent and Staff or as may be required by law.

33. Any obligations of confidentiality shall terminate upon approval of this Settlement Agreement by the Commission.

X EXECUTION OF SETTLEMENT AGREEMENT

34. This Settlement Agreement may be signed in one or more counterparts which together shall constitute a binding agreement.

35. A facsimile copy of any signature shall be effective as an original signature.

Dated this 15th day of March, 2007

Schedule A

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

ORDER

WHEREAS on March 11, 2005 the Commission issued a Notice of Hearing pursuant to section 127 of the Securities Act (the "Act") in respect of trading in the shares of Visa Gold Explorations Inc.;

AND WHEREAS on March 11, 2005 Staff of the Commission filed a Statement of Allegations;

AND WHEREAS on September 25, 2006, Staff of the Commission filed an Amended Statement of Allegations;

AND WHEREAS Matthew Noah Coleman entered into a settlement agreement dated March 13, 2007 (the "Settlement Agreement") in relation to the matters set out in the Amended Statement of Allegations;

AND WHEREAS the Commission issued a Notice of Hearing dated March 13, 2007 setting out that it proposed to consider the Settlement Agreement;

UPON reviewing the Settlement Agreement, the Notice of Hearing, the Amended Statement of Allegations, and upon considering submissions from Matthew Noah Coleman and from Staff of the Commission;

AND WHEREAS the Commission is of the opinion that it is in the public interest to make this Order;

IT IS HEREBY ORDERED, PURSUANT TO SECTIONS 127 AND 127.1 OF THE ACT, THAT:

(a) that the Respondent's registration will be terminated on the date of the Order and the Respondent undertakes not to reapply for registration for a period of 5 years from the date of the Order;

(b) subject to (c) below, for a period of 2 years from the date of the Order approving this Settlement Agreement, the Respondent will be restricted to trading in securities in one RRSP account and one non-RRSP account wholly beneficially owned by the Respondent and held at a single full service registered dealer (which accounts the Respondent will identify in writing to the Director of Enforcement of the Ontario Securities Commission), if the securities:

1. are debt instruments that cannot be converted (directly or indirectly) into shares;

2. are listed on NASDAQ, New York Stock Exchange, Amex, Toronto Stock Exchange, TSX Venture Exchange, London Stock Exchange (excluding AIM) or the Frankfurt Stock Exchange (Prime Standard);

3. are not exempt securities for purposes of the Ontario Securities Act, save and except for securities referred to in clauses 1 and 10 of subsection 35(2) of the Ontario Securities Act; or

4. are securities in which the Respondent does not hold more than one (1) percent of the outstanding securities of the class or series of the class in question.

(c) the Respondent may dispose of 75,000 shares of Champion Minerals Inc. (formerly Champion Natural Health.com Inc.) and 10,000 shares of Industrial Electric Services Inc., currently owned by him or his registered retirement savings plan, at any time during the term of the order, which trades may otherwise contravene paragraph (b) above;

(d) subject to (b) above, that any exemptions contained in Ontario securities law do not apply to the Respondent for a period of 2 years from the date of the Order; and

(e) that the Respondent will contribute to the Commission's costs of its investigation, in the amount of $10,000.

Dated at Toronto, Ontario this _____ day of March, 2007

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 5 -- Rules and Policies

NI 24-101 Institutional Trade Matching and Settlement, Forms 24-101F1, 24-101F2, 24-101F3, 24-101F4, and 24-101F5, and Companion Policy 24-101CP

CANADIAN SECURITIES ADMINISTRATORS

NATIONAL INSTRUMENT 24-101

INSTITUTIONAL TRADE MATCHING AND SETTLEMENT

PART 1 DEFINITIONS AND INTERPRETATION

1.1 Definitions --

In this Instrument,

"clearing agency" means,

(a) in Ontario, a clearing agency recognized by the securities regulatory authority under section 21.2 of the Securities Act (Ontario),

(b) in Quebec, a clearing house for securities authorized by the securities regulatory authority, and

(c) in every other jurisdiction, an entity that is carrying on business as a clearing agency in the jurisdiction;

"custodian" means a person or company that holds securities for the benefit of another under a custodial agreement or other custodial arrangement;

"DAP/RAP trade" means a trade

(a) executed for a client trading account that permits settlement on a delivery against payment or receipt against payment basis through the facilities of a clearing agency, and

(b) for which settlement is made on behalf of the client by a custodian other than the dealer that executed the trade;

"institutional investor" means an investor that has been granted DAP/RAP trading privileges by a dealer;

"marketplace" has the same meaning as in National Instrument 21-101 Marketplace Operation;

"matching service utility" means a person or company that provides centralized facilities for matching, but does not include a clearing agency;

"trade-matching agreement" means, for trades executed with or on behalf of an institutional investor, a written agreement entered into among trade-matching parties setting out the roles and responsibilities of the trade-matching parties in matching those trades and including, without limitation, a term by which the trade-matching parties agree to establish, maintain and enforce policies and procedures designed to achieve matching as soon as practical after a trade is executed;

"trade-matching party" means, for a trade executed with or on behalf of an institutional investor,

(a) a registered adviser acting for the institutional investor in the trade,

(b) if a registered adviser is not acting for the institutional investor in the trade, the institutional investor,

(c) a registered dealer executing or clearing the trade, or

(d) a custodian of the institutional investor settling the trade;

"trade-matching statement" means, for trades executed with or on behalf of an institutional investor, a signed written statement of a trade-matching party confirming that it has established, maintains and enforces policies and procedures designed to achieve matching as soon as practical after a trade is executed;

"T" means the day on which a trade is executed;

"T+1" means the next business day following the day on which a trade is executed;

"T+2" means the second business day following the day on which a trade is executed;

"T+3" means the third business day following the day on which a trade is executed.

1.2 Interpretation -- trade matching and Eastern Time --

(1) In this Instrument, matching is the process by which

(a) the details and settlement instructions of an executed DAP/RAP trade are reported, verified, confirmed and affirmed or otherwise agreed to among the trade-matching parties, and

(b) unless the process is effected through the facilities of a clearing agency, the matched details and settlement instructions are reported to a clearing agency.

(2) Unless the context otherwise requires, a reference in this Instrument to

(a) a time is to Eastern Time, and

(b) a day is to a twenty-four hour day from midnight to midnight Eastern Time.

PART 2 APPLICATION

2.1 This Instrument does not apply to

(a) a trade in a security of an issuer that has not been previously issued or for which a prospectus is required to be sent or delivered to the purchaser under securities legislation,

(b) a trade in a security to the issuer of the security,

(c) a trade made in connection with a take-over bid, issuer bid, amalgamation, merger, reorganization, arrangement or similar transaction,

(d) a trade made in accordance with the terms of conversion, exchange or exercise of a security previously issued by an issuer,

(e) a trade that is a securities lending, repurchase, reverse repurchase or similar financing transaction,

(f) a trade to which National Instrument 81-102--Mutual Funds applies,

(g) a trade to be settled outside Canada,

(h) a trade in an option, futures contract or similar derivative, or

(i) a trade in a negotiable promissory note, commercial paper or similar short-term debt obligation that, in the normal course, would settle in Canada on T.

PART 3 TRADE MATCHING REQUIREMENTS

3.1 Matching deadlines for registered dealer --

(1) A registered dealer shall not execute a DAP/RAP trade with or on behalf of an institutional investor unless the dealer has established, maintains and enforces policies and procedures designed to achieve matching as soon as practical after such a trade is executed and in any event no later than the end of T.

(2) Despite subsection (1), the dealer may adapt its policies and procedures to permit matching to occur no later than the end of T+1 for a DAP/RAP trade that results from an order to buy or sell securities received from an institutional investor whose investment decisions are usually made in and communicated from a geographical region outside of the western hemisphere.

3.2 Pre-DAP/RAP trade execution documentation requirement for dealers --

A registered dealer shall not open an account to execute a DAP/RAP trade for an institutional investor or accept an order to execute a DAP/RAP trade for the account of an institutional investor unless each trade-matching party has either

(a) entered into a trade-matching agreement with the dealer, or

(b) provided a trade-matching statement to the dealer.

3.3 Matching deadlines for registered adviser --

(1) A registered adviser shall not give an order to a dealer to execute a DAP/RAP trade on behalf of an institutional investor unless the adviser has established, maintains and enforces policies and procedures designed to achieve matching as soon as practical after such a trade is executed and in any event no later than the end of T.

(2) Despite subsection (1), the adviser may adapt its policies and procedures to permit matching to occur no later than the end of T+1 for a DAP/RAP trade that results from an order to buy or sell securities received from an institutional investor whose investment decisions are usually made in and communicated from a geographical region outside of the western hemisphere.

3.4 Pre- DAP/RAP trade execution documentation requirement for advisers --

A registered adviser shall not open an account to execute a DAP/RAP trade for an institutional investor or give an order to a dealer to execute a DAP/RAP trade for the account of an institutional investor unless each trade-matching party has either

(a) entered into a trade-matching agreement with the adviser, or

(b) provided a trade-matching statement to the adviser.

PART 4 REPORTING REQUIREMENT FOR REGISTRANTS

4.1 A registrant shall deliver Form 24-101F1 to the securities regulatory authority no later than 45 days after the end of a calendar quarter if

(a) less than 95 percent of the DAP/RAP trades executed by or for the registrant during the quarter matched within the time required in Part 3, or

(b) the DAP/RAP trades executed by or for the registrant during the quarter that matched within the time required in Part 3 represent less than 95 percent of the aggregate value of the securities purchased and sold in those trades.

PART 5 REPORTING REQUIREMENTS FOR CLEARING AGENCIES

5.1 A clearing agency through which trades governed by this Instrument are cleared and settled shall deliver Form 24-101F2 to the securities regulatory authority no later than 30 days after the end of a calendar quarter.

PART 6 REQUIREMENTS FOR MATCHING SERVICE UTILITIES

6.1 Initial information reporting --

(1) A person or company shall not carry on business as a matching service utility unless

(a) the person or company has delivered Form 24-101F3 to the securities regulatory authority, and

(b) at least 90 days have passed since the person or company delivered Form 24-101F3.

(2) During the 90 day period referred to in subsection (1), if there is a significant change to the information in the delivered Form 24-101F3, the person or company shall inform the securities regulatory authority in writing immediately of that significant change by delivering an amendment to Form 24-101F3 in the manner set out in Form 24-101F3.

6.2 Anticipated change to operations --

At least 45 days before implementing a significant change to any item set out in Form 24-101F3, a matching service utility shall deliver an amendment to the information in the manner set out in Form 24-101F3.

6.3 Ceasing to carry on business as a matching service utility --

(1) If a matching service utility intends to cease carrying on business as a matching service utility, it shall deliver a report on Form 24-101F4 to the securities regulatory authority at least 30 days before ceasing to carry on that business.

(2) If a matching service utility involuntarily ceases to carry on business as a matching service utility, it shall deliver a report on Form 24-101F4 as soon as practical after it ceases to carry on that business.

6.4 Ongoing information reporting and record keeping --

(1) A matching service utility shall deliver Form 24-101F5 to the securities regulatory authority no later than 30 days after the end of a calendar quarter.

(2) A matching service utility shall keep such books, records and other documents as are reasonably necessary to properly record its business.

6.5 System requirements --

For all of its core systems supporting trade matching, a matching service utility shall

(a) consistent with prudent business practice, on a reasonably frequent basis, and, in any event, at least annually,

(i) make reasonable current and future capacity estimates,

(ii) conduct capacity stress tests of those systems to determine the ability of the systems to process transactions in an accurate, timely and efficient manner,

(iii) implement reasonable procedures to review and keep current the testing methodology of those systems,

(iv) review the vulnerability of those systems and data centre computer operations to internal and external threats, including breaches of security, physical hazards and natural disasters, and

(v) maintain adequate contingency and business continuity plans;

(b) annually cause to be performed an independent review and written report, in accordance with generally accepted auditing standards, of the stated internal control objectives of those systems; and

(c) promptly notify the securities regulatory authority of a material failure of those systems.

PART 7 TRADE SETTLEMENT

7.1 Trade settlement by registered dealer --

(1) A registered dealer shall not execute a trade unless the dealer has established, maintains and enforces policies and procedures designed to facilitate settlement of the trade on a date that is no later than the standard settlement date for the type of security traded prescribed by an SRO or the marketplace on which the trade would be executed.

(2) Subsection (1) does not apply to a trade for which terms of settlement have been expressly agreed to by the counterparties to the trade at or before the trade was executed.

PART 8 REQUIREMENTS OF SELF-REGULATORY ORGANIZATIONS AND OTHERS

8.1 A clearing agency or matching service utility shall have rules or other instruments or procedures that are consistent with the requirements of Parts 3 and 7.

8.2 A requirement of this Instrument does not apply to a member of an SRO if the member complies with a rule or other instrument of the SRO that deals with the same subject matter as the requirement and that has been approved, non-disapproved, or non-objected to by the securities regulatory authority and published by the SRO.

PART 9 EXEMPTION

9.1 Exemption --

(1) The regulator or the securities regulatory authority may grant an exemption from this Instrument, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption.

(2) Despite subsection (1), in Ontario, only the regulator may grant such an exemption.

(3) Except in Ontario, an exemption referred to in subsection (1) is granted under the statute referred to in Appendix B of National Instrument 14-101 Definitions opposite the name of the local jurisdiction.

PART 10 EFFECTIVE DATES AND TRANSITION

10.1 Effective dates --

(1) Except as provided in subsections (2) and (3), this Instrument comes into force on April 1, 2007.

(2) The following come into force on October 1, 2007:

(a) section 3.2;

(b) section 3.4;

(c) Part 4;

(d) Part 6.

(3) Despite paragraph (2)(d), Part 6 comes into force in Ontario on the later of

(a) October 1, 2007, and

(b) the day on which Rule 24-501 -- Designation as Market Participant comes into force.

10.2 Transition --

(1) A reference to "the end of T" in subsections 3.1(1) and 3.3(1) shall each be read as a reference to "12:00 p.m. (noon) on T+1" for trades executed before July 1, 2008.

(2) A reference to "the end of T+1" in subsections 3.1(2) and 3.3(2) shall each be read as a reference to "12:00 p.m. (noon) on T+2" for trades executed before July 1, 2008.

(3) A reference to "95 percent" in sections 4.1(a) and (b) shall each be read as a reference to:

(a) "80 percent", for trades executed after September 30, 2007, but before January 1, 2008;

(b) "90 percent", for trades executed after December 31, 2007, but before July 1, 2008;

(c) "70 percent", for trades executed after June 30, 2008, but before January 1, 2009;

(d) "80 percent", for trades executed after December 31, 2008, but before July 1, 2009; and

(e) "90 percent", for trades executed after June 30, 2009, but before January 1, 2010.

(4) A person or company need not comply with section 6.1 if that person or company

(a) is already carrying on business as a matching service utility on the date that Part 6 comes into force, and

(b) delivers Form 24-101F3 to the securities regulatory authority within 45 days after Part 6 comes into force.

NATIONAL INSTRUMENT 24-101

(the "Instrument")

FORM 24-101F1

REGISTRANT

EXCEPTION REPORT OF

DAP/RAP TRADE REPORTING AND MATCHING

CALENDAR QUARTER PERIOD COVERED:

From: ____________________ to: ____________________

REGISTRANT IDENTIFICATION AND CONTACT INFORMATION:

1. Full name of registrant (if sole proprietor, last, first and middle name):

2. Name(s) under which business is conducted, if different from item 1:

3. Address of registrant's principal place of business:

4. Mailing address, if different from business address:

5.

Type of business:

• Dealer

• Adviser

6. Category of registration:

7.

(a) Registrant NRD number:

(b) If the registrant is a participant of a clearing agency, the registrant's CUID number:

8. Contact employee name:

Telephone number:

E-mail address:

INSTRUCTIONS:

Deliver this form for both equity and debt DAP/RAP trades together with Exhibits A, B and C pursuant to section 4.1 of the Instrument, covering the calendar quarter indicated above, within 45 days of the end of the calendar quarter if

(a) less than 95 percent{•} of the equity and/or debt DAP/RAP trades executed by or for you during the quarter matched within the time{••} required in Part 3 of the Instrument, or

(b) the equity and/or debt DAP/RAP trades executed by or for you during the quarter that matched within the time{••} required in Part 3 of the Instrument represent less than 95 percent{•} of the aggregate value of the securities purchased and sold in those trades.

EXHIBITS:

Exhibit A -- DAP/RAP trade statistics for the quarter

Complete Tables 1 and 2 below for each calendar quarter.

(1) Equity DAP/RAP trades

Entered into CDS by deadline
(to be completed by dealers only)				Matched by deadline
# of Trades	%	$ Value of Trades	%	# of Trades	%	$ Value of Trades	%
_____	_____	__________	_____	_____	_____	__________	_____

(2) Debt DAP/RAP trades

Entered into CDS by deadline
(to be completed by dealers only)				Matched by deadline
# of Trades	%	$ Value of Trades	%	# of Trades	%	$ Value of Trades	%
_____	_____	__________	_____	_____	_____	__________	_____

Exhibit B -- Reasons for non-compliance

Describe the circumstances or underlying causes that resulted in or contributed to the failure to achieve the percentage target for matched equity and/or debt DAP/RAP trades within the maximum time prescribed by Part 3 of the Instrument. Reasons given could be one or more matters within your control or due to another trade-matching party or service provider. If you have insufficient information to determine the percentages, the reason for this should be provided. See also Companion Policy 24-101CP to the Instrument.

Exhibit C -- Steps to address delays

Describe what specific steps you are taking to resolve delays in the equity and/or debt DAP/RAP trade reporting and matching process in the future. Indicate when each of these steps is expected to be implemented. The steps being taken could be internally focused, such as implementing a new system or procedure, or externally focused, such as meeting with a trade-matching party to determine what action should be taken by that party. If you have insufficient information to determine the percentages, the steps being taken to obtain this information should be provided. See also Companion Policy 24-101CP to the Instrument.

CERTIFICATE OF REGISTRANT

The undersigned certifies that the information given in this report on behalf of the registrant is true and correct.

DATED at ____________________ this _____ day of __________ 20_____

NATIONAL INSTRUMENT 24-101

(the "Instrument")

FORM 24-101F2

CLEARING AGENCY

QUARTERLY OPERATIONS REPORT OF

INSTITUTIONAL TRADE REPORTING AND MATCHING

CALENDAR QUARTER PERIOD COVERED:

From: ____________________ to: ____________________

IDENTIFICATION AND CONTACT INFORMATION:

1. Full name of clearing agency:

2. Name(s) under which business is conducted, if different from item 1:

3. Address of clearing agency's principal place of business:

4. Mailing address, if different from business address:

5. Contact employee name:

Telephone number:

E-mail address:

INSTRUCTIONS:

Deliver this form together with all exhibits pursuant to section 5.1 of the Instrument, covering the calendar quarter indicated above, within 30 days of the end of the calendar quarter.

Exhibits shall be provided in an electronic file, in the following file format: "CSV" (Comma Separated Variable) (e.g., the format produced by Microsoft Excel).

EXHIBITS:

1. DATA REPORTING

Exhibit A -- Aggregate matched trade statistics

For client trades, provide the information to complete Tables 1 and 2 below for each month in the quarter. These two tables can be integrated into one report. Provide separate aggregate information for trades that have been reported or entered into your facilities as matched trades by a matching service utility.

Month/Year: _____ (MMM/YYYY)

Table 1--Equity trades:

Table 2--Debt trades:

- - - - - - - - - - - - - - - - - - - -

Legend

"# of Trades" is the total number of transactions in the month;

"$ Value of Trades" is the total value of the transactions (purchases and sales) in the month.

- - - - - - - - - - - - - - - - - - - -

Exhibit B -- Individual matched trade statistics

Using the format below, for each participant of the clearing agency, provide the percent of client trades during the quarter that have been entered and matched by the participant within the time required in Part 3 of the Instrument. The percentages given should relate to both the number of client trades that have been matched within the time and the aggregate value of the securities purchased and sold in the client trades that have been matched within the time.

CERTIFICATE OF CLEARING AGENCY

The undersigned certifies that the information given in this report on behalf of the clearing agency is true and correct.

DATED at ____________________ this _____ day of __________ 20_____

NATIONAL INSTRUMENT 24-101

(the "Instrument")

FORM 24-101F3

MATCHING SERVICE UTILITY

NOTICE OF OPERATIONS

DATE OF COMMENCEMENT INFORMATION:

Effective date of commencement of operations: ____________________ (DD/MMM/YYYY)

MATCHING SERVICE UTILITY IDENTIFICATION AND CONTACT INFORMATION:

1. Full name of matching service utility:

2. Name(s) under which business is conducted, if different from item 1:

3. Address of matching service utility's principal place of business:

4. Mailing address, if different from business address:

5. Contact employee name:

Telephone number:

E-mail address:

6. Legal counsel:

Firm name:

Telephone number:

E-mail address:

GENERAL INFORMATION:

7. Website address:

8. Date of financial year-end: ____________________ (DD/MMM/YYYY)

9. Indicate the form of your legal status (e.g., corporation, limited or general partnership), the date of formation, and the jurisdiction under which you were formed:

Legal status:	• CORPORATION	• PARTNERSHIP
	• OTHER (SPECIFY):

(a) Date of formation: ____________________ (DD/MMM/YYYY)

(b) Jurisdiction and manner of formation:

10. Specify the general types of securities for which information is being or will be received and processed by you for transmission of matched trades to a clearing agency (e.g. exchange-traded domestic equity and debt securities, exchange-traded foreign equity and debt securities, equity and debt securities traded over-the-counter).

INSTRUCTIONS:

Deliver this form together with all exhibits pursuant to section 6.1 or 10.2(4) of the Instrument.

For each exhibit, include your name, the date of delivery of the exhibit and the date as of which the information is accurate (if different from the date of the delivery). If any exhibit required is not applicable, a full statement describing why the exhibit is not applicable shall be furnished in lieu of the exhibit. To the extent information requested for an exhibit is identical to the information requested in another form that you have filed or delivered under National Instrument 21-101 Marketplace Operation, simply attach a copy of that other form and indicate in this form where such information can be found in that other form.

If you are delivering an amendment to Form 24-101F3 pursuant to section 6.1(2) or 6.2 of the Instrument, and the amended information relates to an exhibit that was delivered with such form, provide a description of the change and complete and deliver an updated exhibit. If you are delivering Form 24-101F3 pursuant to section 10.2(4) of the Instrument, simply indicate at the top of this form under "Date of Commencement Information" that you were already carrying on business as a matching service utility in the relevant jurisdiction on the date that Part 6 of the Instrument came into force.

EXHIBITS:

1. CORPORATE GOVERNANCE

Exhibit A -- Constating documents

Provide a copy of your constating documents, including corporate by-laws and other similar documents, as amended from time to time.

Exhibit B -- Ownership

List any person or company that owns 10 percent or more of your voting securities or that, either directly or indirectly, through agreement or otherwise, may control your management. Provide the full name and address of each person or company and attach a copy of the agreement or, if there is no written agreement, briefly describe the agreement or basis through which the person or company exercises or may exercise control or direction.

Exhibit C -- Officials

Provide a list of the partners, officers, directors or persons performing similar functions who presently hold or have held their offices or positions during the current and previous calendar year, indicating the following for each:

1. Name.

2. Title.

3. Dates of commencement and expiry of present term of office or position and length of time the office or position held.

4. Type of business in which each is primarily engaged and current employer.

5. Type of business in which each was primarily engaged in the preceding five years, if different from that set out in item 4.

6. Whether the person is considered to be an independent director.

Exhibit D -- Organizational structure

Provide a narrative or graphic description of your organizational structure.

Exhibit E -- Affiliated entities

For each person or company affiliated to you, provide the following information:

1. Name and address of affiliated entity.

2. Form of organization (e.g., association, corporation, partnership).

3. Name of jurisdiction and statute under which organized.

4. Date of incorporation in present form.

5. Brief description of nature and extent of affiliation or contractual or other agreement with you.

6. Brief description of business services or functions.

7. If a person or company has ceased to be affiliated with you during the previous year or ceased to have a contractual or other agreement relating to your operations during the previous year, provide a brief statement of the reasons for termination of the relationship.

2. FINANCIAL VIABILITY

Exhibit F -- Audited financial statements

Provide your audited financial statements for the latest financial year and a report prepared by an independent auditor.

3. FEES

Exhibit G -- Fee list, fee structure

Provide a complete list of all fees and other charges imposed, or to be imposed, by you for use of your services as a matching service utility, including the cost of establishing a connection to your systems.

4. ACCESS

Exhibit H -- Users

Provide a list of all users or subscribers for which you provide or propose to provide the services of a matching service utility. Identify the type(s) of business of each user or subscriber (e.g., custodian, dealer, adviser or other party).

If applicable, for each instance during the past year in which any user or subscriber of your services has been prohibited or limited in respect of access to such services, indicate the name of each such user or subscriber and the reason for the prohibition or limitation.

Exhibit I -- User contract

Provide a copy of each form of agreement governing the terms by which users or subscribers may subscribe to your services of a matching service utility.

5. SYSTEMS AND OPERATIONS

Exhibit J -- System description

Describe the manner of operation of your systems for performing your services of a matching service utility (including, without limitation, systems that collect and process trade execution details and settlement instructions for matching of trades). This description should include the following:

1. The hours of operation of the systems, including communication with a clearing agency.

2. Locations of operations and systems (e.g., countries and cities where computers are operated, primary and backup).

3. A brief description in narrative form of each service or function performed by you.

6. SYSTEMS COMPLIANCE

Exhibit K -- Security

Provide a brief description of the processes and procedures implemented by you to provide for the security of any system used to perform your services of a matching service utility.

Exhibit L -- Capacity planning and measurement

1. Provide a brief description of capacity planning/performance measurement techniques and system and stress testing methodologies.

2. Provide a brief description of testing methodologies with users or subscribers. For example, when are user/subscriber tests employed? How extensive are these tests?

Exhibit M -- Business continuity

Provide a brief description of your contingency and business continuity plans in the event of a catastrophe.

Exhibit N -- Material systems failures

Provide a brief description of policies and procedures in place for reporting to regulators material systems failures. Material systems failures include serious incidents that result in the interruption of the matching of trades for more than thirty minutes during normal business hours.

Exhibit O -- Independent systems audit

1. Briefly describe your plans to provide an annual independent audit of your systems.

2. If applicable, provide a copy of the last external systems operations audit report.

7. INTEROPERABILITY

Exhibit P -- Interoperability agreements

List all other matching service utilities for which you have entered into an interoperability agreement. Provide a copy of all such agreements.

8. OUTSOURCING

Exhibit Q -- Outsourcing firms

For each person or company (outsourcing firm) with whom or which you have an outsourcing agreement or arrangement relating to your services of a matching service utility, provide the following information:

1. Name and address of the outsourcing firm.

2. Brief description of business services or functions of the outsourcing firm.

3. Brief description of the outsourcing firm's contingency and business continuity plans in the event of a catastrophe.

CERTIFICATE OF MATCHING SERVICE UTILITY

The undersigned certifies that the information given in this report on behalf of the matching service utility is true and correct.

DATED at ____________________ this _____ day of __________ 20_____

NATIONAL INSTRUMENT 24-101

(the "Instrument")

FORM 24-101F4

MATCHING SERVICE UTILITY

NOTICE OF CESSATION OF OPERATIONS

DATE OF CESSATION INFORMATION:

Effective date of operations cessation: __________ (DD/MMM/YYYY)

MATCHING SERVICE UTILITY IDENTIFICATION AND CONTACT INFORMATION:

1. Full name of matching service utility:

2. Name(s) under which business is conducted, if different from item 1:

3. Address of matching service utility's principal place of business:

4. Mailing address, if different from business address:

5. Legal counsel:

Firm name:

Telephone number:

E-mail address:

INSTRUCTIONS:

Deliver this form together with all exhibits pursuant to section 6.3 of the Instrument.

For each exhibit, include your name, the date of delivery of the exhibit and the date as of which the information is accurate (if different from the date of the delivery). If any exhibit required is not applicable, a full statement describing why the exhibit is not applicable shall be furnished in lieu of the exhibit.

EXHIBITS:

Exhibit A

Provide the reasons for your cessation of business.

Exhibit B

Provide a list of all the users or subscribers for which you provided services during the last 30 days prior to you ceasing business. Identify the type(s) of business of each user or subscriber (e.g., custodian, dealer, adviser, or other party).

Exhibit C

List all other matching service utilities for which an interoperability agreement was in force immediately prior to cessation of business.

CERTIFICATE OF MATCHING SERVICE UTILITY

The undersigned certifies that the information given in this report on behalf of the matching service utility is true and correct.

DATED at ____________________ this_____ day of __________ 20_____

NATIONAL INSTRUMENT 24-101

(the "Instrument")

FORM 24-101F5

MATCHING SERVICE UTILITY

QUARTERLY OPERATIONS REPORT OF

INSTITUTIONAL TRADE REPORTING AND MATCHING

CALENDAR QUARTER PERIOD COVERED:

From: ____________________ to: ____________________

MATCHING SERVICE UTILITY IDENTIFICATION AND CONTACT INFORMATION:

1. Full name of matching service utility:

2. Name(s) under which business is conducted, if different from item 1:

3. Address of matching service utility's principal place of business:

4. Mailing address, if different from business address:

5. Contact employee name:

Telephone number:

E-mail address:

INSTRUCTIONS:

Deliver this form together with all exhibits pursuant to section 6.4 of the Instrument, covering the calendar quarter indicated above, within 30 days of the end of the calendar quarter.

Exhibits shall be reported in an electronic file, in the following format: "CSV" (Comma Separated Variable) (e.g., the format produced by Microsoft Excel).

If any information specified is not available, a full statement describing why the information is not available shall be separately furnished.

EXHIBITS

1. SYSTEMS REPORTING

Exhibit A -- External systems audit

If an external audit report on your core systems was prepared during the quarter, provide a copy of the report.

Exhibit B -- Material systems failures reporting

Provide a brief summary of all material systems failures that occurred during the quarter and for which you were required to notify the securities regulatory authority under section 6.5(c) of the Instrument.

2. DATA REPORTING

Exhibit C -- Aggregate matched trade statistics

Provide the information to complete Tables 1 and 2 below for each month in the quarter. These two tables can be integrated into one report.

Month/Year: _____ (MMM/YYYY)

Table 1--Equity trades:

Table 2--Debt trades:

- - - - - - - - - - - - - - - - - - - -

Legend

"# of Trades" is the total number of transactions in the month;

"$ Value of Trades" is the total value of the transactions (purchases and sales) in the month.

- - - - - - - - - - - - - - - - - - - -

Exhibit D -- Individual matched trade statistics

Using the format below, provide the percent of trades during the quarter for each user or subscriber that have been entered and matched within the time required in Part 3 of the Instrument. The percentages given should relate to both the number of trades that have been matched within the time and the aggregate value of the securities purchased and sold in the trades that have been matched within the time.

CERTIFICATE OF MATCHING SERVICE UTILITY

The undersigned certifies that the information given in this report on behalf of the matching service utility is true and correct.

DATED at ____________________ this _____ day of __________ 20_____

CANADIAN SECURITIES ADMINISTRATORS

COMPANION POLICY 24-101CP

TO NATIONAL INSTRUMENT 24-101--

INSTITUTIONAL TRADE MATCHING AND SETTLEMENT

PART 1 INTRODUCTION, PURPOSE AND DEFINITIONS{1}

1.1 Purpose of Instrument -- National Instrument 24-101--Institutional Trade Matching and Settlement (Instrument) provides a framework in provincial securities regulation for more efficient and timely trade settlement processing, particularly institutional trades. The increasing volumes and dollar values of securities traded in Canada and globally by institutional investors mean existing back-office systems and procedures of market participants are challenged to meet post-execution processing demands. New requirements are needed to address the increasing risks. The Instrument is part of a broader initiative in the Canadian securities markets to implement straight-through processing (STP).{2}

1.2 General explanation of matching, clearing and settlement --

(1) Parties to institutional trade -- A typical trade with or on behalf of an institutional investor might involve at least three parties:

• a registered adviser or other buy-side manager acting for an institutional investor in the trade--and often acting on behalf of more than one institutional investor in the trade (i.e., multiple underlying institutional client accounts)--who decides what securities to buy or sell and how the assets should be allocated among the client accounts;

• a registered dealer (including an Alternative Trading System registered as a dealer) responsible for executing or clearing the trade; and

• any financial institution or registered dealer (including under a prime brokerage arrangement) appointed to hold the institutional investor's assets and settle trades.

(2) Matching -- A first step in settling a securities trade is to ensure that the buyer and the seller agree on the details of the transaction, a process referred to as trade confirmation and affirmation or trade matching.{3} A registered dealer who executes trades with or on behalf of others is required to report and confirm trade details, not only with the counterparty to the trade, but also with the client for whom it acted or the client with whom it traded (in which case, the client would be the counterparty). Similarly, a registered adviser or other buy-side manager is required to report trade details and provide settlement instructions to its custodian. The parties must agree on trade details--sometimes referred to as trade data elements-- as soon as possible so that errors and discrepancies in the trades can be discovered early in the clearing and settlement process.

(3) Matching process -- Verifying the trade data elements is necessary to match a trade executed on behalf of or with an institutional investor. Matching occurs when the relevant parties to the trade have, after verifying the trade data elements, reconciled or agreed to the details of the trade. Matching also requires that any custodian holding the institutional investor's assets be in a position to affirm the trade so that the trade can be ready for the clearing and settlement process through the facilities of the clearing agency. To illustrate, trade matching usually includes these following activities:

(a) The registered dealer notifies the buy-side manager that the trade was executed.

(b) The buy-side manager advises the dealer and any custodian(s) how the securities traded are to be allocated among the underlying institutional client accounts managed by the buy-side manager.{4} For so-called block settlement trades, the dealer sometimes receives allocation information from the buy-side manager based only on the number of custodians holding institutional investors' assets instead of on the actual underlying institutional client accounts managed by the buy-side manager.

(c) The dealer reports and confirms the trade details to the buy-side manager and clearing agency. The trade details required to be confirmed for matching, clearing and settlement purposes are generally similar to the information required in the customer trade confirmation delivered pursuant to securities legislation or self-regulatory organization (SRO) rules.{5}

(d) The custodian or custodians of the assets of the institutional investor verify the trade details and settlement instructions against available securities or funds held for the institutional investor. After trade details are agreed, the buy-side manager instructs the custodian(s) to release funds and/or securities to the dealer through the facilities of the clearing agency.

(4) Clearing and settlement -- The clearing of a trade begins after the execution of the trade. After matching is completed, clearing will involve the calculation of the mutual obligations of participants for the exchange of securities and money--a process which generally occurs within the facilities of a clearing agency. The settlement of a trade is the moment when the securities are transferred finally and irrevocably from one participant to another in exchange for a corresponding transfer of money. In the context of settlement of a trade through the facilities of a clearing agency, often acting as central counterparty, settlement will be the discharge of obligations in respect of funds or securities, computed on a net basis, between and among the clearing agency and its participants. Through the operation of novation and set-off in law or by contract, the clearing agency becomes a counterparty to each trade so that the mutual obligation to settle the trade is between the clearing agency and each participant.

1.3 Section 1.1 - Definitions and scope --

(1) Clearing agency -- Today, the definition of clearing agency applies only to The Canadian Depository for Securities Limited (CDS). The definition takes into account the fact that securities regulatory authorities in Ontario and Quebec currently recognize or otherwise regulate clearing agencies in Canada under provincial securities legislation.{6} The functional meaning of clearing agency can be found in the securities legislation of certain jurisdictions.{7}

(2) Custodian -- While investment assets are sometimes held directly by investors, most are held on behalf of the investor by or through securities accounts maintained with a financial institution or dealer. The definition of custodian includes both a financial institution (non-dealer custodian) and a dealer acting as custodian (dealer custodian). Most institutional investors, such as pension and mutual funds, hold their assets through custodians that are prudentially-regulated financial institutions. However, others (like hedge funds) often maintain their investment assets with dealers under so-called prime-brokerage arrangements. A financial institution or dealer in Canada need not necessarily have a direct contractual relationship with an institutional investor to be considered a custodian of portfolio assets of the institutional investor for the purposes of the Instrument if it is acting as sub-custodian to a global custodian or international central securities depository.

(3) Institutional investor -- An individual can be an "institutional investor" if the individual has been granted DAP/RAP trading privileges (i.e., he or she has a DAP/RAP account with a dealer). This will likely be the case whenever an individual's investment assets are held by or through securities accounts maintained with a custodian instead of the individual's dealer that executes his or her trades. While the expression "institutional trade" is not defined in the Instrument, we use the expression in this Companion Policy to mean broadly any DAP/RAP trade.

(4) DAP/RAP trade -- The concepts delivery against payment and receipt against payment are generally understood by the industry. They are also defined terms in the Notes and Instructions (Schedule 4) to the Joint Regulatory Financial Questionnaire and Report of the Canadian SROs. All DAP/RAP trades, whether settled by a non-dealer custodian or a dealer custodian, are subject to the requirements of Part 3 of the Instrument. The definition of DAP/RAP trade excludes a trade for which settlement is made on behalf of a client by a custodian that is also the dealer that executed the trade.

(5) Trade-matching party -- An institutional investor, whether Canadian or foreign-based, is a trade-matching party. As such, it or its adviser would be required to enter into a trade-matching agreement or provide a trade-matching statement under Part 3 of the Instrument. A custodian that settles a trade on behalf of an institutional investor is also a trade-matching party and must enter into a trade-matching agreement or provide a trade-matching statement. However, a foreign global custodian or international central securities depository that holds Canadian portfolio assets through a local Canadian sub-custodian would not normally be considered a trade-matching party if it is not a clearing agency participant or otherwise directly involved in settling the trade in Canada.

(6) Application of Instrument -- Part 2 of the Instrument enumerates certain types of trades that are not subject to the Instrument.

PART 2 TRADE MATCHING REQUIREMENTS

2.1 Trade data elements -- Trade data elements that must be verified and agreed to are those identified by the SROs or the best practices and standards for institutional trade processing established and generally adopted by the industry. See section 2.4 of this Companion Policy. To illustrate, trade data elements that should be transmitted, compared and agreed to may include the following:

(a) Security identification: standard numeric identifier, currency, issuer, type/class/series, market ID; and

(b) Order and trade information: dealer ID, account ID, account type, buy/sell indicator, order status, order type, unit price/face amount, number of securities/quantity, message date/time, trade transaction type, commission, accrued interest (fixed income), broker settlement location, block reference, net amount, settlement type, allocation sender reference, custodian, payment indicator, IM portfolio/account ID, quantity allocated, and settlement conditions.

2.2 Trade matching deadlines for registrants -- The obligation of a registered dealer or registered adviser to establish, maintain and enforce policies and procedures, pursuant to sections 3.1 and 3.3 of the Instrument, will require the dealer or adviser to take reasonable steps to achieve matching as soon as practical after the DAP/RAP trade is executed and in any event no later than the end of T. If the trade results from an order to buy or sell securities received from an institutional investor whose investment decisions are usually made in and communicated from a geographical region outside of the western hemisphere, the deadline for matching is the end of T+1 (subsections 3.1(2) and 3.3(2)).

2.3 Choice of trade-matching agreement or trade-matching statement --

(1) Establishing, maintaining and enforcing policies and procedures --

(a) A registered dealer or registered adviser can open an account for an institutional investor, or accept or give, as the case may be, an order for an existing account of an institutional investor, only if each of the trade-matching parties has either (i) entered into a trade-matching agreement with the dealer or adviser or (ii) provided or made available a trade-matching statement to the dealer or adviser (sections 3.2 and 3.4). The purpose of the trade-matching agreement or trade-matching statement is to ensure that all trade-matching parties have established, maintain, and enforce appropriate policies and procedures designed to achieve matching of a DAP/RAP trade as soon as practical after the trade is executed.

(b) The parties described in paragraphs (a), (b), (c) and (d) of the definition "trade-matching party" in section 1.1 of the Instrument need not necessarily all be involved in a trade for the requirements of sections 3.2 and 3.4 of the Instrument to apply. For example, the requirement to enter into a trade-matching agreement or provide a trade-matching statement will apply in a simple case where an individual has a DAP/RAP trading account with a dealer and investment assets held separately by a custodian (sections 3.2 and 3.4). There is no need for an adviser to be involved in the individual's investment decisions for the requirement to apply to the dealer, the custodian and the institutional investor. In this case, the trade-matching parties that must have appropriate policies and procedures in place would be the individual (as institutional investor), the dealer and the custodian.

(c) Where a trade-matching party is an entity, we are of the view that a trade-matching agreement or trade-matching statement should be signed by a senior executive officer of the entity to ensure its policies and procedures are given sufficient attention and priority within the entity's senior management. A senior executive officer would be any individual who is (a) the chair of the entity, if that individual performs the functions of the office on a full time basis, (b) a vice-chair of the entity, if that individual performs the functions of the office on a full time basis, (c) the president, chief executive officer or chief operating officer of the entity, and (d) a senior vice-president of the entity in charge of the entity's operations and back-office functions.

(2) Trade-matching agreement --

(a) A registered dealer or registered adviser need only enter into one trade-matching agreement with the other trade-matching parties for new or existing DAP/RAP trading accounts of an institutional investor for all future trades in relation to such account. The trade-matching agreement may be a single multi-party agreement among the trade-matching parties, or a network of bilateral agreements. A single trade-matching agreement is also sufficient for the general and all sub-accounts of the registered adviser or buy-side manager. If the dealer or adviser uses a trade-matching agreement, the form of such agreement may be incorporated into the institutional account opening documentation and may be modified from time to time with the consent of the parties.

(b) The agreement must specify the roles and responsibilities of each of the trade-matching parties and should describe the minimum standards and best practices to be incorporated into the policies and procedures that each party has in place. This should include the timelines for accomplishing the various steps and tasks of each trade-matching party for timely matching. For example, the agreement may include, as applicable, provisions dealing with:

For the dealer executing and/or clearing the trade:

• how and when the notice of trade execution (NOE) is to be given to the institutional investor or its adviser, including the format and content of the NOE (e.g., electronic);

• how and when trade details are to be entered into the dealer's internal systems and the clearing agency's systems;

• how and when the dealer is to correct or adjust trade details entered into its internal systems or the clearing agency's systems as may be required to agree to trade details with the institutional investor or its adviser;

• general duties of the dealer to cooperate with other trade-matching parties in the investigation, adjustment, expedition and communication of trade details to ensure trades can be matched within prescribed timelines.

For the institutional investor or its adviser:

• how and when to review the NOE's trade details, including identifying any differences from its own records;

• how and when to notify the dealer of trade differences, if any, and resolve such differences;

• how and when to determine and communicate settlement details and account allocations to dealer and/or custodian(s);

• general duties of the institutional investor or its adviser to cooperate with other trade-matching parties in the investigation, adjustment, expedition and communication of trade details to ensure trades can be matched within prescribed timelines.

For the custodian settling the trade at the clearing agency:

• how and when to receive trade details and settlement instructions from institutional investors or their advisers;

• how and when to review and monitor trade details submitted to the clearing agency on an ongoing basis for items entered and awaiting affirmation or challenge;

• how and when to report to institutional investors or their advisers on an ongoing basis changes to the status of a trade and the matching of a trade;

• general duties of the custodian to cooperate with other trade-matching parties in the investigation, adjustment, expedition and communication of trade details to ensure trades can be matched within prescribed timelines.

(3) Trade-matching statement -- A single trade-matching statement is sufficient for the general and all sub-accounts of the registered adviser or buy-side manager. A registered dealer or registered adviser may accept a trade-matching statement signed by a senior executive officer of a trade-matching party without further investigation and may continue to rely upon the statement for all future trades in an account, unless the dealer or adviser has knowledge that any statements or facts set out in the statement are incorrect. Mass mailings or emails of a trade-matching statement, or the posting of a single uniform trade-matching statement on a Website, would be acceptable ways of providing the statement to other trade-matching parties. A registrant may rely on a trade-matching party's representations that the trade-matching statement was provided to the other trade-matching parties without further investigation.

(4) Monitoring and enforcement of undertakings in trade-matching documentation -- Registered dealers and advisers should use reasonable efforts to monitor compliance with the terms or undertakings set out in the trade-matching agreements or trade-matching statements. Dealers and advisers should report details of non-compliance in their Form 24-101F1 exception reports. This could include identifying to the regulators those trade-matching parties that are consistently non-compliant either because they do not have adequate policies and procedures in place or because they are not consistently complying with them.

Dealers and advisers should also take active steps to address problems if the policies and procedures of other trade-matching parties appear to be inadequate and are causing delays in the matching process. Such steps might include imposing monetary incentives (e.g. penalty fees) or requesting a third party review or assessment of the party's policies and procedures. This approach could enhance cooperation among the trade-matching parties leading to the identification of the root causes of failures to match trades on time.

2.4 Determination of appropriate policies and procedures --

(1) Best practices -- We are of the view that, when establishing appropriate policies and procedures, a party should consider the industry's generally adopted best practices and standards for institutional trade processing.{8} It should also include those policies and procedures into its regulatory compliance and risk management programs.

(2) Different policies and procedures -- We recognize that appropriate policies and procedures may not be the same for all registered dealers, registered advisers and other market participants because of the varying nature, scale and complexity of a market participant's business and risks in the trading process. For example, policies and procedures designed to achieve matching may differ among a registered dealer that acts as an "introducing broker" and one that acts as a "carrying broker".{9} In addition, if a dealer is not a clearing agency participant, the dealer's policies and procedures to expeditiously achieve matching should be integrated with the clearing arrangements that it has with any other dealer acting as carrying or clearing broker for the dealer. Establishing appropriate policies and procedures may require registered dealers, registered advisers and other market participants to upgrade their systems and enhance their interoperability with others.{10}

2.5 Use of matching service utility -- The Instrument does not require the trade-matching parties to use the facilities or services of a matching service utility to accomplish matching of trades within the prescribed timelines. However, if such facilities or services are made available in Canada, the use of such facilities or services may help a trade-matching party's compliance with the Instrument's requirements.

PART 3 INFORMATION REPORTING REQUIREMENTS

3.1 Exception reporting for registrants --

(a) Part 4 of the Instrument requires a registrant to complete and deliver to the securities regulatory authority Form 24-101F1 and related exhibits. Form 24-101F1 need only be delivered if less than a percentage target of the DAP/RAP trades executed by or for the registrant in any given calendar quarter have matched within the time required by the Instrument. Tracking of a registrant's trade-matching statistics may be outsourced to a third party service provider, including a clearing agency or custodian. However, despite the outsourcing arrangement, the registrant retains full legal and regulatory liability and accountability to the Canadian securities regulatory authorities for its exception reporting requirements. If a registrant has insufficient information to determine whether it has achieved the percentage target of matched DAP/RAP trades in any given calendar quarter, it must explain in Form 24-101F1 the reasons for this and the steps it is taking to obtain this information in the future.

(b) Form 24-101F1 requires registrants to provide aggregate quantitative information on their equity and debt DAP/RAP trades. They must also provide qualitative information on the circumstances or underlying causes that resulted in or contributed to the failure to achieve the percentage target for matched equity and/or debt DAP/RAP trades within the maximum time prescribed by Part 3 of the Instrument and the specific steps they are taking to resolve delays in the trade reporting and matching process in the future. Registrants should provide information that is relevant to their circumstances. For example, dealers should provide information demonstrating problems with NOEs or reporting of trade details to the clearing agency. Reasons given for the failure could be one or more matters within the registrant's control or due to another trade-matching party or service provider.

(c) The steps being taken by a registrant to resolve delays in the matching process could be internally focused, such as implementing a new system or procedure, or externally focused, such as meeting with a trade-matching party to determine what action should be taken by that party. Dealers should confirm what steps they have taken to inform and encourage their clients to comply with the requirements or undertakings of the trade-matching agreement and/or trade-matching statement. They should confirm what problems, if any, they have encountered with their clients, other trade-matching parties or service providers. They should identify the trade-matching party or service provider that appears to be consistently not meeting matching deadlines or to have no reasonable policies and procedures in place. Advisers should provide similar information, including information demonstrating problems with communicating allocations or with service providers or custodians.

3.2 Regulatory reviews of registrant exception reports --

(a) We will review the completed Forms 24-101F1 on an ongoing basis to monitor and assess compliance by registrants with the Instrument's matching requirements. We will identify problem areas in matching, including identifying trade-matching parties that have no or weak policies and procedures in place to ensure matching of trades is accomplished within the time prescribed by Part 3 of the Instrument. Monitoring and assessment of registrant matching activities may be undertaken by the SROs in addition to, or in lieu of, reviews undertaken by us.

(b) Consistent inability to meet the matching percentage target will be considered as evidence by the Canadian securities regulatory authorities that either the policies and procedures of one or more of the trade matching parties have not been properly designed or, if properly designed, have been inadequately complied with. Consistently poor qualitative reporting will also be considered as evidence of poorly designed or implemented policies and procedures. See also section 2.3(4) of this Companion Policy for a further discussion of our approach to compliance and enforcement of the trade-matching requirements of the Instrument.

3.3 Other information reporting requirements -- Clearing agencies and matching service utilities are required to include in Forms 24-101F2 and 24-101F5 certain trade-matching information in respect of their participants or users/subscribers. The purpose of this information is to facilitate monitoring and enforcement by the Canadian securities regulatory authorities or SROs of the Instrument's matching requirements.

3.4 Forms delivered in electronic form -- We prefer that all forms and exhibits required to be delivered to the securities regulatory authority under the Instrument be delivered in electronic format by e-mail. Each securities regulatory authority will publish a local notice setting out the e-mail address or addresses to which the forms are to be sent.

3.5 Confidentiality of information -- The forms delivered to the securities regulatory authority by a registrant, clearing agency and matching service utility under the Instrument will be treated as confidential by us, subject to the applicable provisions of the freedom of information and protection of privacy legislation adopted by each province and territory. We are of the view that the forms contain intimate financial, commercial and technical information and that the interests of the providers of the information in non-disclosure outweigh the desirability of making such information publicly available. However, we may share the information with SROs and may publicly release aggregate industry-wide matching statistics on equity and debt DAP/RAP trading in the Canadian markets.

PART 4 REQUIREMENTS FOR MATCHING SERVICE UTILITIES

4.1 Matching service utility --

(1) Part 6 of the Instrument sets out reporting, systems capacity, and other requirements of a matching service utility. The term matching service utility expressly excludes a clearing agency. A matching service utility would be any entity that provides the services of a post-execution centralized matching facility for trade-matching parties. It may use technology to match in real-time trade data elements throughout a trade's processing lifecycle. A matching service utility would not include a registered dealer who offers "local" matching services to its institutional investor-clients.

(2) A matching service utility would be viewed by us as an important infrastructure system involved in the clearing and settlement of securities transactions. We believe that, while a matching service utility operating in Canada would largely enhance operational efficiency in the capital markets, it would raise certain regulatory concerns. Comparing and matching trade data are complex processes that are inextricably linked to the clearance and settlement process. A matching service utility concentrates processing risk in the entity that performs matching instead of dispersing that risk more to the dealers and their institutional investor-clients. Accordingly, we believe that the breakdown of a matching service utility's ability to accurately verify and match trade information from multiple market participants involving large numbers of securities transactions and sums of money could have adverse consequences for the efficiency of the Canadian securities clearing and settlement system. The requirements of the Instrument applicable to a matching service utility are intended to address these risks.

4.2 Initial information reporting requirements for a matching service utility -- Sections 6.1(1) and 10.2(4) of the Instrument require any person or company that carries on or intends to carry on business as a matching service utility to deliver Form 24-101F3 to the securities regulatory authority. We will review Form 24-101F3 to determine whether the person or company that delivered the form is an appropriate person or company to act as a matching service utility for the Canadian capital markets. We will consider a number of factors when reviewing the form, including:

(a) the performance capability, standards and procedures for the transmission, processing and distribution of details of trades executed on behalf of institutional investors;

(b) whether market participants generally may obtain access to the facilities and services of the matching service utility on fair and reasonable terms;

(c) personnel qualifications;

(d) whether the matching service utility has sufficient financial resources for the proper performance of its functions;

(e) the existence of, and interoperability arrangements with, another entity performing a similar function for the same type of security; and

(f) the systems report referred to in section 6.5(b) of the Instrument.

4.3 Change to significant information -- Under section 6.2 of the Instrument, a matching service utility is required to deliver to the securities regulatory authority an amendment to the information provided in Form 24-101F3 at least 45 days before implementing a significant change involving a matter set out in Form 24-101F3. In our view, a significant change includes a change to the information contained in the General Information items 1-10 and Exhibits A, B, E, G, I, J, O, P and Q of Form 24-101F3.

4.4 Ongoing information reporting and other requirements applicable to a matching service utility --

(1) Ongoing quarterly information reporting requirements will allow us to monitor a matching service utility's operational performance and management of risk, the progress of interoperability in the market, and any negative impact on access to the markets. A matching service utility will also provide trade matching data (e.g., number of trades matched on T) and other information to us so that we can monitor industry compliance.

(2) Completed forms delivered by a matching service utility will provide useful information on whether it is:

(a) developing fair and reasonable linkages between its systems and the systems of any other matching service utility in Canada that, at a minimum, allow parties to executed trades that are processed through the systems of both matching service utilities to communicate through appropriate, effective interfaces;

(b) negotiating with other matching service utilities in Canada fair and reasonable charges and terms of payment for the use of interface services with respect to the sharing of trade and account information; and

(c) not unreasonably charging more for use of its facilities and services when one or more counterparties to trades are customers of other matching service utilities than the matching service utility would normally charge its customers for use of its facilities and services.

4.5 Capacity, integrity and security system requirements --

(1) The activities in section 6.5(a) of the Instrument must be carried out at least once a year. We would expect these activities to be carried out even more frequently if there is a significant change in trading volumes that necessitates that these functions be carried out more frequently in order to ensure that the matching service utility can appropriately service its clients.

(2) The independent review contemplated by section 6.5(b) of the Instrument should be performed by competent and independent audit personnel, in accordance with generally accepted auditing standards. Depending on the circumstances, we would consider accepting a review performed and written report delivered pursuant to similar requirements of a foreign regulator to satisfy the requirements of this section. A matching service utility that wants to advocate for that result must submit a request for discretionary relief.

(3) The notification of a material systems failure under section 6.5(c) of the Instrument should be provided promptly from the time the incident was identified as being material and should include the date, cause and duration of the interruption and its general impact on users or subscribers. We consider promptly to mean within one hour from the time the incident was identified as being material. Material systems failures include serious incidents that result in the interruption of the matching of trades for more than thirty minutes during normal business hours.

PART 5 TRADE SETTLEMENT

5.1 Trade settlement by dealer -- Section 7.1 of the Instrument is intended to support and strengthen the general settlement cycle rules of the SROs and marketplaces. Current SRO and marketplace rules mandate a standard T+3 settlement cycle period for most transactions in equity and long term debt securities.{11} If a dealer is not a participant of a clearing agency, the dealer's policies and procedures to facilitate the settlement of a trade should be combined with the clearing arrangements that it has with any other dealer acting as carrying or clearing broker for the dealer.

PART 6 REQUIREMENTS OF SELF-REGULATORY ORGANIZATIONS AND OTHERS

6.1 Standardized documentation -- Without limiting the generality of section 8.2 of the Instrument, an SRO may require its members to use, or recommend that they use, a standardized form of trade-matching agreement or trade-matching statement prepared or approved by the SRO, and may negotiate on behalf of its members with other trade-matching parties and industry associations to agree on the standardized form of trade-matching agreement or trade-matching statement to be used by all relevant sectors in the industry (dealers, buy-side managers and custodians).

PART 7 TRANSITION

7.1 Transitional dates and percentages -- The following table summarizes the coming-into-force and transitional provisions of Part 10 of the Instrument for most DAP/RAP trades governed by this Instrument. For DAP/RAP trades that result from an order to buy or sell securities received from an institutional investor whose investment decisions are usually made in and communicated from a geographical region outside of the western hemisphere, the same table can be read to apply to such trades except that references in the second column (matching deadline) to "T+1" and "T" should be read as references to "T+2" and "T+1" respectively.

Transition

{•} For DAP/RAP trades executed during a transitional period after the Instrument comes into force and before January 1, 2010, this percentage will vary depending on when the trade was executed. See section 10.2(3) of the Instrument.

{••} The time set out in Part 3 of the Instrument is 11:59 p.m. on, as the case may be, T or T+1. For DAP/RAP trades executed during a transitional period after the Instrument comes into force and before July 1, 2008, this timeline is being phased in and is 12:00 p.m. (noon) on, as the case may be, T+1 or T+2. See subsections 10.2(1) and (2) of the Instrument.

{1} In this Companion Policy, the terms "CSA", "we", "our" or "us" are used interchangeably and generally mean the same thing as Canadian securities regulatory authorities defined in National Instrument 14-101 -- Definitions.

{2} For a discussion of Canadian STP initiatives, see Canadian Securities Administrators' (CSA) Discussion Paper 24-401 on Straight-through Processing and Request for Comments, April 16, 2004 (2004) 27 OSCB 3971 to 4031 (Discussion Paper 24-401); and CSA Notice 24-301--Responses to Comments Received on Discussion Paper 24-401 on Straight-through Processing, Proposed National Instrument 24-101 Post-trade Matching and Settlement, and Proposed Companion Policy 24-101CP to National Instrument 24-101 Post-trade Matching and Settlement, February 11, 2005 (2005) 28 OSCB 1509 to 1526.

{3} The processes and systems for matching of "non-institutional trades" in Canada have evolved over time and become automated, such as retail trades on an exchange, which are matched or locked-in automatically at the exchange, or direct non-exchange trades between two participants of a clearing agency, which are generally matched through the facilities of the clearing agency. Dealer to dealer trades are subject to Investment Dealers Association of Canada (IDA) Regulation 800.49, which provides that trades in non-exchange traded securities (including government debt securities) among dealers must be entered or accepted or rejected through the facilities of an "Acceptable Trade Matching Utility" within one hour of the execution of the trade.

{4} We remind investment counsel/portfolio managers (ICPMs) of their obligations to ensure fairness in the allocation of investment opportunities among the ICPM's clients. An ICPM's written fairness policies should include the following disclosures, where applicable to its investment processes: (i) method used to allocate price and commission among clients when trades are bunched or blocked; (ii) method used to allocate block trades and IPOs among client accounts, and (iii) method used to allocate among clients block trades and IPOs that are partially filled (e.g., pro-rata). Securities legislation requires ICPMs to file a copy of their current fairness policies with securities regulatory authorities. See, for example, Regulation 115 under the Securities Act (Ontario) and OSC Staff Notice 33-723--Fair Allocation of Investment Opportunities--Compliance Team Desk Review.

{5} See, for example, section 36 of the Securities Act (Ontario), The Toronto Stock Exchange (TSX) Rule 2-405 and IDA Regulation 200.1(h).

{6} CDS is also regulated by the Bank of Canada pursuant to the Payment Clearing and Settlement Act (Canada).

{7} See, for example, s. 1(1) of the Securities Act (Ontario).

{8} The Canadian Capital Markets Association (CCMA) released in December 2003 the final version of a document entitled Canadian Securities Marketplace Best Practices and Standards: Institutional Trade Processing, Entitlements and Securities Lending ("CCMA Best Practices and Standards White Paper") that sets out best practices and standards for the processing for settlement of institutional trades, the processing of entitlements (corporate actions), and the processing of securities lending transactions. The CCMA Best Practices and Standards White Paper can be found on the CCMA website at www.ccma-acmc.ca.

{9} See IDA By-Law No. 35 -- Introducing Broker / Carrying Broker Arrangements.

{10} See Discussion Paper 24-401, at p. 3984, for a discussion of interoperability.

{11} See, for example, IDA Regulation 800.27 and TSX Rule 5-103(1).

{12} Although exception reporting is not required during this period (see next column), we recommend that registrants consider applying a 70% threshold for internal measurement purposes in anticipation of reporting commencing on October 1, 2007.

Notice of Amendment to and Restatement of OSC Policy 12-602 Deeming a Reporting Issuer in Certain Other Canadian Jurisdictions to be a Reporting Issuer in Ontario

NOTICE OF AMENDMENT TO AND RESTATEMENT OF

ONTARIO SECURITIES COMMISSION POLICY 12-602

DEEMING A REPORTING ISSUER IN CERTAIN OTHER CANADIAN JURISDICTIONS

TO BE A REPORTING ISSUER IN ONTARIO

Notice of Amendment and Restatement

The Commission has, under section 143 of the Securities Act (the "Act"), amended and restated OSC Policy 12-602 entitled Deeming a Reporting Issuer in Certain Other Canadian Jurisdictions to be a Reporting Issuer in Ontario ("OSC Policy 12-602"). The objective of the amendments was to replace references to section 83.1 of the Act with references to clause 1(11)(b) of the Act and make consequential changes based on the language of the new Act provision. Section 83.1 was repealed and replaced with clause 1(11)(b) by Bill 151, An Act to enact various 2006 Budget measures and to enact, amend or repeal various Acts (short title, the Budget Measures Act, 2006 (No.2)) which came into force on December 20, 2006. The amendments also update the language of OSC Policy 12-602 to reflect current practice with regard to the TSX Venture Exchange. The amendments do not materially change OSC Policy 12-602 and, accordingly under section 143.8 of the Act, the Commission has not published the amendments for comment. The amended and restated OSC Policy 12-602 is effective March 16, 2007.

Text of amended and restated OSC Policy 12-602

The text of the amended and restated OSC Policy 12-602 along with a black-lined version follows.

ONTARIO SECURITIES COMMISSION POLICY 12-602

DESIGNATING AN ISSUER IN CERTAIN OTHER CANADIAN JURISDICTIONS

AS A REPORTING ISSUER IN ONTARIO

PART 1 - APPLICATION

1.1 The procedures set forth in this Policy Statement apply to applications made to the Ontario Securities Commission (the "Commission") under clause 1(11)(b) of the Securities Act (Ontario) (the "Act") for a designation order that an issuer is a reporting issuer for purposes of Ontario securities law (a "Designation Order") where the applicant issuer is a reporting issuer in certain other Canadian jurisdictions.

1.2 Notwithstanding section 1.1 of this Policy Statement, sections 1.3 and 1.4 of Part 1 and Parts 4 and 5 of this Policy Statement apply to all applications made under clause 1(11)(b) of the Act.

1.3 The procedures set forth in OSC Policy 2.1 Applications to the Ontario Securities Commission, or any successor instrument, apply to all applications made under clause 1(11)(b) of the Act except to the extent modified by this Policy Statement.

1.4 Notwithstanding anything contained in this Policy Statement, the Commission retains its discretion to act in the public interest with respect to its consideration of all applications made under clause 1(11)(b) of the Act.

PART 2 -- ISSUERS LISTED ON THE TSX VENTURE EXCHANGE

2.1 Unless it is otherwise prejudicial to the public interest to do so, upon application under clause 1(11)(b) of the Act, a Designation Order will generally be granted by the Commission to an issuer whose securities are listed and posted for trading on the TSX Venture Exchange ("TSX-V") if:

(1) the issuer is in good standing in all jurisdictions in which it is a reporting issuer or a reporting issuer equivalent; and

(2) the issuer is in good standing under the rules, regulations and policies of the TSX-V.

2.2 In order to independently assess the "good standing" referred to in subsection 2.1(1), staff may review the applicant issuer's continuous disclosure record and request that any deficiencies in that record be addressed prior to any recommendation under clause 1(11)(b) of the Act being made.

PART 3 -- ISSUERS NOT LISTED ON THE TSX VENTURE EXCHANGE

3.1 Unless it is otherwise prejudicial to the public interest to do so, upon application under clause 1(11)(b) of the Act, a Designation Order will generally be granted by the Commission to an issuer who is a reporting issuer in British Columbia, Alberta, Saskatchewan, Quebec or Nova Scotia or is a reporting issuer equivalent in Manitoba (the "Relevant Jurisdictions") and whose securities are not listed on the TSX-V if:

(1) the issuer has been a reporting issuer or a reporting issuer equivalent, as applicable, in one or more Relevant Jurisdictions for at least 12 months prior to the date of the application; and

(2) the issuer is in good standing in all jurisdictions in which it is a reporting issuer or a reporting issuer equivalent.

3.2 In order to independently assess the "good standing" referred to in subsection 3.1(2), staff may review the applicant issuer's continuous disclosure record and request that any deficiencies in that record be addressed prior to any recommendation under clause 1(11)(b) of the Act being made.

PART 4 - APPLICATION PROCEDURE

4.1 An application made under clause 1(11)(b) of the Act should include:

(1) if applicable, particulars of the jurisdictions in which the issuer is a reporting issuer or a reporting issuer equivalent and the date the issuer became a reporting issuer in each such jurisdiction;

(2) if applicable, particulars of the stock exchanges or trading or quotation systems on which the issuer's securities are traded or quoted;

(3) particulars of any penalties or sanctions imposed against the issuer by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority and the grounds on which they were imposed or the terms of the settlement agreement and the circumstances that gave rise to the settlement agreement;

(4) particulars of any penalties or sanctions imposed and the grounds on which they were imposed or the terms of the settlement agreement and the circumstances that gave rise to the settlement agreement, if a director or officer of the issuer, or a shareholder holding sufficient securities of the issuer to affect materially the control of the issuer has (i) been subject to any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority or has entered into a settlement agreement with a Canadian securities regulatory authority, or (ii) been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor making an investment decision;

(5) particulars of:

(i) any known ongoing or concluded investigations by:

(a) a Canadian securities regulatory authority; or

(b) a court or regulatory body, other than a Canadian securities regulatory authority, that would be likely to be considered important to a reasonable investor making an investment decision; and

(ii) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver manager or trustee, within the 10 years before the date of the application;

relating to the issuer, a director or officer of the issuer, or a shareholder holding sufficient securities of the issuer to affect materially the control of the issuer;

(6) particulars of:

(i) any cease trade or similar orders, or orders that denied access to any exemptions under Ontario securities law, for a period of more than 30 consecutive days, within the 10 years before the date of the application; and

(ii) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver manager or trustee, within the 10 years before the date of the application;

relating to any other issuer which a director or officer of the issuer making the application, or a shareholder holding sufficient securities of such issuer to affect materially the control of such issuer, was a director or officer of at the time of such event;

(7) confirmation that the issuer is not on the default list of the securities regulatory authority in each jurisdiction in which the issuer is a reporting issuer or a reporting issuer equivalent;

(8) for security check purposes, a completed Authorization of Indirect Collection of Personal Information in the form attached hereto as Appendix A for each director, executive officer and promoter, if any, and each director and executive officer of the promoter, if any, of the issuer; and

(9) the filing fee prescribed under Rule 13-502 Fees.

PART 5 - SEDAR

5.1 Immediately upon receipt of a Designation Order, the issuer will be expected to amend its SEDAR Profile to indicate that it is a reporting issuer in Ontario.

APPENDIX A

AUTHORIZATION OF INDIRECT COLLECTION OF PERSONAL INFORMATION

The attached Schedule 1 contains information concerning the name, position with or relationship to the applicant, name and address of employer, if other than the applicant, residential address, passport number and date of issuance, date and place of birth and citizenship of each director, executive officer, promoter, if any, and each director and executive officer of the promoter, if any, of the applicant named below (the "Issuer"). The Issuer hereby confirms that each person or company listed on Schedule 1

(a) has been notified by the Issuer

(i) of the Issuer's delivery to the Commission of the information pertaining to the person or company as set out in Schedule 1,

(ii) that such information is being collected indirectly by the Commission under the authority granted to it under the Securities Act (Ontario),

(iii) that such information is being collected for the purpose of enabling the Commission to discharge its obligations under the provisions of the Securities Act (Ontario) that permits the Commission to refuse to grant an order that an issuer be a reporting issuer for the purposes of Ontario securities law where it would be prejudicial to the public interest, and

(iv) that the title, business address and business telephone number of the public official who can answer questions about the Commission's indirect collection of the information is:

Administrative Assistant to the Director of Corporate Finance

Ontario Securities Commission

20 Queen Street West

19^th Floor, Box 55

Toronto, Ontario M5H 3S8

(416) 593-8086

(b) has authorized the indirect collection of the information by the Commission.

ONTARIO SECURITIES COMMISSION POLICY 12-602

DEEMING A REPORTINGDESIGNATING AN ISSUER

IN CERTAIN OTHER CANADIAN JURISDICTIONS TO BEAS A REPORTING ISSUER IN ONTARIO

PART 1 - APPLICATION

1.1 The procedures set forth in this Policy Statement apply to applications made to the Ontario Securities Commission (the "Commission") under section 83.1(clause 1(11)(b) of the Securities Act (Ontario) (the "Act") for ana designation order deemingthat an issuer to beis a reporting issuer for purposes of Ontario securities law (a "DeemingDesignation Order") where the applicant issuer is a reporting issuer in certain other Canadian jurisdictions.

1.2 Notwithstanding section 1.1 of this Policy Statement, sections 1.3 and 1.4 of Part 1 and Parts 4 and 5 of this Policy Statement apply to all applications made under section 83.1(clause 1(11)(b) of the Act.

1.3 The procedures set forth in OSC Policy 2.1 - Applications to the Ontario Securities Commission, or any successor instrument, apply to all applications made under section 83.1(clause 1(11)(b) of the Act except to the extent modified by this Policy Statement.

1.4 Notwithstanding anything contained in this Policy Statement, the Commission retains its discretion to act in the public interest with respect to its consideration of all applications made under section 83.1(1) of the Act.

1.5 Notwithstanding anything contained in this Policy Statement, this Policy Statement does not apply to applications under section 83.1(1) of the Act by issuers who are designated as Capital Pool Company issuers by Canadian Venture Exchange Inc. ("CDNX") until such time as proposed OSC Policy 41-601 - Capital Pool Companies is adopted as a policy in Ontario by the Commission.

PART 2 - CDNX-LISTED ISSUERSclause 1(11)(b) of the Act.

PART 2 -- ISSUERS LISTED ON THE TSX VENTURE EXCHANGE

2.1 Unless it is otherwise prejudicial to the public interest to do so, upon application under section 83.1(clause 1(11)(b) of the Act, a DeemingDesignation Order will generally be granted by the Commission to an issuer whose securities are listed and posted for trading on CDNXthe TSX Venture Exchange ("TSX-V") if:

(1) the issuer is in good standing in all jurisdictions in which it is a reporting issuer or a reporting issuer equivalent; and

(2) the issuer is in good standing under the rules, regulations and policies of CDNXthe TSX-V.

2.2 In order to independently assess the "good standing" referred to in subsection 2.1(1), staff may review the applicant issuer's continuous disclosure record and request that any deficiencies in that record be addressed prior to any recommendation under section 83.1(clause 1(11)(b) of the Act being made.

PART 3 - NON-CDNX-- ISSUERS NOT LISTED ISSUERSON THE TSX VENTURE EXCHANGE

3.1 Unless it is otherwise prejudicial to the public interest to do so, upon application under section 83.1(clause 1(11)(b) of the Act, a DeemingDesignation Order will generally be granted by the Commission to an issuer who is a reporting issuer in British Columbia, Alberta, Saskatchewan, Quebec or Nova Scotia or is a reporting issuer equivalent in Manitoba (the "Relevant Jurisdictions") and whose securities are not listed on CDNXthe TSX-V if:

(1) the issuer has been a reporting issuer or a reporting issuer equivalent, as applicable, in one or more Relevant Jurisdictions for at least 12 months prior to the date of the application; and

(2) the issuer is in good standing in all jurisdictions in which it is a reporting issuer or a reporting issuer equivalent.

3.2 In order to independently assess the "good standing" referred to in subsection 3.1(2), staff may review the applicant issuer's continuous disclosure record and request that any deficiencies in that record be addressed prior to any recommendation under section 83.1(clause 1(11)(b) of the Act being made.

PART 4 - APPLICATION PROCEDURE

4.1 An application made under section 83.1(clause 1(11)(b) of the Act should include:

(1) if applicable, particulars of the jurisdictions in which the issuer is a reporting issuer or a reporting issuer equivalent and the date the issuer became a reporting issuer in each such jurisdiction;

(2) if applicable, particulars of the stock exchanges or trading or quotation systems on which the issuer's securities are traded or quoted;

(3) particulars of any penalties or sanctions imposed against the issuer by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority and the grounds on which they were imposed or the terms of the settlement agreement and the circumstances that gave rise to the settlement agreement;

(4) particulars of any penalties or sanctions imposed and the grounds on which they were imposed or the terms of the settlement agreement and the circumstances that gave rise to the settlement agreement, if a director or officer of the issuer, or a shareholder holding sufficient securities of the issuer to affect materially the control of the issuer has (i) been subject to any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority or has entered into a settlement agreement with a Canadian securities regulatory authority, or (ii) been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor making an investment decision;

(5) particulars of:

(i) any known ongoing or concluded investigations by:

(a) a Canadian securities regulatory authority; or

(b) a court or regulatory body, other than a Canadian securities regulatory authority, that would be likely to be considered important to a reasonable investor making an investment decision; and

(ii) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver manager or trustee, within the 10 years before the date of the application;

relating to the issuer, a director or officer of the issuer, or a shareholder holding sufficient securities of the issuer to affect materially the control of the issuer;

(6) particulars of:

(i) any cease trade or similar orders, or orders that denied access to any exemptions under Ontario securities law, for a period of more than 30 consecutive days, within the 10 years before the date of the application; and

(ii) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver manager or trustee, within the 10 years before the date of the application;

relating to any other issuer which a director or officer of the issuer making the application, or a shareholder holding sufficient securities of such issuer to affect materially the control of such issuer, was a director or officer of at the time of such event;

(7) a certificate of no default, dated within 10 days of the date of the application, fromconfirmation that the issuer is not on the default list of the securities regulatory authority in each jurisdiction in which the issuer is a reporting issuer or a reporting issuer equivalent;

(8) for security check purposes, a completed Authorization of Indirect Collection of Personal Information in the form attached hereto as Appendix A for each director, executive officer and promoter, if any, and each director and executive officer of the promoter, if any, of the issuer; and

(9) the filing fee prescribed under Rule 13-502 Fees.

PART 5 - SEDAR

5.1 Immediately upon receipt of a DeemingDesignation Order, the issuer will be expected to amend its SEDAR Profile to indicate that it is a reporting issuer in Ontario.

APPENDIX A

AUTHORIZATION OF INDIRECT COLLECTION OF PERSONAL INFORMATION

The attached Schedule 1 contains information concerning the name, position with or relationship to the applicant, name and address of employer, if other than the applicant, residential address, passport number and date of issuance, date and place of birth and citizenship of each director, executive officer, promoter, if any, and each director and executive officer of the promoter, if any, of the applicant named below (the "Issuer"). The Issuer hereby confirms that each person or company listed on Schedule 1

(a) has been notified by the Issuer

(i) of the Issuer's delivery to the Commission of the information pertaining to the person or company as set out in Schedule 1,

(ii) that such information is being collected indirectly by the Commission under the authority granted to it under the Securities Act (Ontario),

(iii) that such information is being collected for the purpose of enabling the Commission to discharge its obligations under the provisions of the Securities Act (Ontario) that permits the Commission to refuse to grant an order deemingthat an issuer to be a reporting issuer for the purposes of Ontario securities law where it would be prejudicial to the public interest, and

(iv) that the title, business address and business telephone number of the public official who can answer questions about the Commission's indirect collection of the information is:

Administrative Assistant to the Director of Corporate Finance

Ontario Securities Commission

20 Queen Street West

Suite 1903,19^th Floor, Box 55

Toronto, Ontario M5H 3S8

(416) 597-0681

 

593-8086

(b) has authorized the indirect collection of the information by the Commission.