Ontario Securities Commission Bulletin

Issue 31/08 - February 22, 2008

Ont. Sec. Bull. Issue 31/08

Table of Contents

Chapter 1 - Notices / News Releases

Notices

• Current Proceedings Before The Ontario Securities Commission

Notices of Hearing

• Franklin Danny White et al. - ss. 127, 127.1

• Andrew Stuart Netherwood Rankin - ss. 127, 127.1

Notices from the Office of the Secretary

• FactorCorp Inc. et al.

• Franklin Danny White et al.

• Land Banc of Canada Inc. et al.

• Shallow Oil & Gas Inc. et al.

• Andrew Stuart Netherwood Rankin

• Jose L. Castaneda

Chapter 2 - Decisions, Orders and Rulings

Decisions

• LaBranche Financial Services, LLC - s. 6.1(1) of NI 31-102 National Registration Database and s. 6.1 of OSC Rule 13-502 Fees

• HSBC Investment Funds (Canada) Inc. et al. - MRRS Decision

• HSBC Investment Funds (Canada) Inc. et al. - MRRS Decision

• 4453794 Canada Inc. - MRRS Decision

• Nordic Partners Inc. - s. 6.1(1) of NI 31-102 National Registration Database and s. 6.1 of OSC Rule 13-502 Fees

• Halifax-Dartmouth Bridge Commission - s.1(10)(b)

• Arrow Hedge Partners Inc. et al.

• Scotia Cassels Investment Counsel Limited - MRRS Decision

Orders

• FactorCorp Inc. et al. - ss. 127, 144

• Land Banc of Canada Inc. et al. - ss. 126 and 127

• Lehman Brothers Asset Management Inc. and Lehman Brothers Asset Management LLC - ss. 80 and 3.1(1) of the CFA

• Corbin Capital Partners, L.P. - ss. 80 and 3.1(1) of the CFA

• GS Investment Strategies Canada Inc. - s. 74(1)

• Trilogy Global Advisors, LLC - s. 218 of the Regulation

• CI Investments Inc. and Trident Global Opportunities Fund

• EcoRock Asset Management Inc. - s. 213(3)(b) of the LTCA

• Northern Precious Metals 2008 Limited Partnership

• Claymore Premium Money Market ETF - s. 1.1

• Jose L. Castaneda - s. 127

Chapter 3 - Reasons: Decisions, Orders and Rulings

OSC Decisions, Orders and Rulings

• Shallow Oil & Gas Inc. et al. - s. 127

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 6 - Request for Comments

• CSA Notice and Request for Comments - Proposed Repeal and Substitution of Form 51-102F6 Statement of Executive Compensation and Consequential Amendments

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

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Chapter 1 -- Notices / News Releases

Current Proceedings Before The Ontario Securities Commission

FEBRUARY 22, 2008

CURRENT PROCEEDINGS

BEFORE

ONTARIO SECURITIES COMMISSION

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

The Harry S. Bray Hearing Room

Ontario Securities Commission

Cadillac Fairview Tower

Suite 1700, Box 55

20 Queen Street West

Toronto, Ontario

M5H 3S8

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

THE COMMISSIONERS

SCHEDULED OSC HEARINGS

ADJOURNED SINE DIE

Global Privacy Management Trust and Robert Cranston

Andrew Keith Lech

S. B. McLaughlin

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

Andrew Stuart Netherwood Rankin

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

Euston Capital Corporation and George Schwartz

Al-Tar Energy Corp., Alberta Energy Corp., Eric O'Brien, Bill Daniels, Bill Jakes, John Andrews, Julian Sylvester, Michael N. Whale, James S. Lushington, Ian W. Small, Tim Burton and Jim Hennesy

Global Partners Capital, WS Net Solution, Inc., Hau Wai Cheung, Christine Pan, Gurdip Singh Gahunia

Franklin Danny White 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

FRANKLIN DANNY WHITE,

NAVEED AHMAD QURESHI,

WNBC THE WORLD NETWORK BUSINESS CLUB

LTD., MMCL MIND MANAGEMENT CONSULTING,

CAPITAL RESERVE FINANCIAL GROUP, AND

CAPITAL INVESTMENTS OF AMERICA

NOTICE OF HEARING

(Sections 127 and 127.1)

TAKE NOTICE that the Ontario Securities Commission will hold a hearing pursuant to sections 127 and 127.1 of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act"), at the offices of the Commission at 20 Queen Street West, Toronto, in the Large Hearing Room, 17th Floor, commencing on February 28, 2008, at 11:00 a.m. or as soon thereafter as the hearing can be held;

AND TAKE NOTICE that the purpose of the hearing is to consider whether it is in the public interest for the Commission to make an order that:

(a) pursuant to clause 2 of section 127(1), trading in any securities by the respondents cease permanently or for such period as is specified by the Commission;

(b) pursuant to clause 2.1 of section 127(1), acquisition of any securities by the respondents is prohibited permanently or for such period as is specified by the Commission;

(c) pursuant to clause 3 of section 127(1), any exemptions contained in Ontario securities law do not apply to the respondents permanently or for such period as is specified by the Commission;

(d) pursuant to clause 6 of section 127(1), the respondents be reprimanded;

(e) pursuant to clause 7 of section 127(1), each of the personal respondents resign all positions that they hold as a director or officer of an issuer;

(f) pursuant to clause 8 of section 127(1), each of the personal respondents be prohibited from becoming or acting as a director or officer of any issuer;

(g) pursuant to clause 8.1 of section 127(1), each of the personal respondents be prohibited from becoming or acting as a director or officer of any registrant;

(h) pursuant to clause 9 of section 127(1), the respondents each pay an administrative penalty for each failure to comply with Ontario securities law;

(i) pursuant to clause 10 of section 127(1), the respondents disgorge to the Commission any amounts obtained as a result of their non-compliance with Ontario securities law; and+

(j) pursuant to section 127.1, the respondents pay the costs of the investigation and hearing.

BY REASON OF the allegations set out in the Statement of Allegations of Staff of the Commission dated February 7, 2008 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 the 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 7th day of February 2008.

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

FRANKLIN DANNY WHITE,

NAVEED AHMAD QURESHI,

WNBC THE WORLD NETWORK BUSINESS CLUB

LTD., MMCL MIND MANAGEMENT CONSULTING,

CAPITAL RESERVE FINANCIAL GROUP, AND

CAPITAL INVESTMENTS OF AMERICA

STATEMENT OF ALLEGATIONS

OF STAFF OF THE

ONTARIO SECURITIES COMMISSION

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

The Individual Respondents

1. Franklin Danny White ("White") is a resident of Pontypool, Ontario. White has never been registered with the Commission.

2. Naveed Qureshi ("Qureshi") is a resident of Toronto, Ontario. Qureshi has never been registered with the Commission.

The Corporate Respondents

3. None of the corporate respondents are reporting issuers in Ontario, nor are they registrants in Ontario.

(a) White Companies

4. WNBC The World Network Business Club Ltd. ("WNBC") was incorporated in Ontario on June 29, 2000. White was at all times the sole director and officer of WNBC. Its incorporation was cancelled on February 26, 2007.

5. MMCL Mind Management Consulting ("MMCL") is an unincorporated business operated by White. White was at all times and is the sole owner of MMCL and the sole authorized signing officer for MMCL's bank account.

(b) Qureshi Companies

6. Capital Reserve Financial Group ("Capital Reserve") is a sole proprietorship owned and operated by Qureshi. Its business name was registered on July 29, 2002, which registration was cancelled on September 4, 2003. Qureshi re-registered Capital Reserve as a business name on September 4, 2003. Its stated business activity is "asset management".

7. Capital Investments of America ("Capital Investments") is a sole proprietorship owned and operated by Qureshi. Its business name was registered on October 19, 2005. Its stated business activity is "asset management/forex trading ".

Scope of Activity

8. Between May 2002 and March 2005, White, Qureshi, and WNBC sold investments totalling approximately $1 million to investors in Ontario, as described below.

WNBC

9. WNBC purported to be a business club offering investment seminars, access to onshore and offshore investments, private and offshore banking, tax reduction strategies, asset protection, business consulting and education, networking, stress reduction approaches, and financial education to its members. WNBC operated in Toronto but had "Satellite" clubs in, among other cities, Oakville, Etobicoke, and Calgary. Satellite clubs were operated by "Champions", who were local club members who hosted a viewing of a video-recording of the weekly WNBC Toronto meeting.

The Eggvestment Scheme

10. Among other investment "opportunities", including the sale of securities in an auto sharing business called Greenfleet, White, Qureshi, and WNBC promoted an investment program called Eggvestments to members of WNBC (the "Investors"). Investors were sold "Eggs" for a minimum $1,000 each. Investor funds were to be provided to Qureshi and pooled to invest in the foreign currency exchange markets at the discretion of Qureshi.

11. The Eggvestments were promoted by White and Qureshi personally during regularly scheduled WNBC meetings and through the WNBC website. Investors signed contracts evidencing their investments. The investment contracts were signed on behalf of WNBC by White, Qureshi, and other employees of WNBC at the direction of White.

12. In 2002, before the "investment opportunity" was called Eggvestment, the investment contract provided for a one-year term and a "planned" return of capital plus 15%. By 2003, the investment had acquired the "Eggvestment Program" title. The rate of return had increased to a minimum 18% (over one year), 19% (over two years), and 20% (over three years). While the contract stipulated that WNBC made no "explicit guarantees", the investment contract stated that Qureshi had provided a guarantee of the rate of return to WNBC.

13. The investment contract also stated that "in all cases full disclosure will be provided to the investor via monthly reports". However, the WNBC website Q&A section on the Eggvestment Program answered the question "How can I find out about the EGG's performance during the course of the investment period?" with "You already know about the performance of your eggvestment. As specified in the contract, the minimum return guarantee is 18% for 1 year, 19% for 2 years and 20% for 3 years."

14. At the direction of White and Qureshi:

(a) most Investors provided funds to MMCL;

(b) some provided funds directly to Qureshi or Capital Reserve; and

(c) other funds were directed to WNBC.

15. Of the funds provided to MMCL, White caused MMCL to transfer certain funds to an account held by WNBC in Cyprus. In turn, White directed some of the funds to accounts controlled by Qureshi, including the accounts of Capital Reserve and Capital Investments. In one instance, White retained control over funds paid directly to WNBC.

16. While some Investors received re-payment of their principal investment from, variously, Capital Reserve, Capital Investments, Qureshi, White, and WNBC, approximately two-thirds of the funds have not been repaid to the Investors.

17. There is no evidence that Qureshi invested all but a small proportion of Investor funds in the foreign currency market.

Investment Contracts

18. The investments described herein are "investment contracts" and therefore "securities" as defined in section 1(1)(n) of the Ontario Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act").

Unregistered Trading

19. The activities of the respondents constituted trading and advising in securities without registration in respect of which no exemption was available, contrary to section 25 of the Act.

Unlawful Distributions

20. The activities of the respondents constituted distributions of securities for which no preliminary prospectus and prospectus were issued nor receipted by the Director, contrary to section 53 of the Act.

Conduct Contrary to the Public Interest

21. The respondents' conduct was contrary to the public interest and harmful to the integrity of the Ontario capital markets.

22. Staff reserve the right to make such further and other allegations as Staff may submit and the Commission may permit.

DATED AT TORONTO this 7th day of February 2008.

Andrew Stuart Netherwood Rankin - 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

ANDREW STUART NETHERWOOD RANKIN

NOTICE OF HEARING

(Section 127 and 127.1)

TAKE NOTICE that the Ontario Securities Commission (the "Commission") will hold a hearing pursuant to sections 127 and 127.1 of the Securities Act, R.S.O. 1990, c.S.5, as amended, at the offices of the Commission, 20 Queen Street West, 17th Floor, Main Hearing Room, Toronto, Ontario, commencing on the 21st day of February, 2008 at 10:30 a.m. or as soon thereafter as the hearing can be held:

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 Andrew Rankin pursuant to sections 127 and 127.1 of the Act;

BY REASON OF the allegations set out in the 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 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 19th day of February 2008.

FactorCorp Inc. et al.

FOR IMMEDIATE RELEASE

February 13, 2008

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

FACTORCORP INC.,

FACTORCORP FINANCIAL INC.,

AND MARK IVAN TWERDUN

TORONTO -- Following a hearing held today in the above noted matter, the Commission ordered, pursuant to section 127 and 144 of the Act, that the Temporary Order, as varied, shall continue for the period expiring on April 15, 2008, unless further extended by the Commission.

A copy of the Order dated February 13, 2008, is available at www.osc.gov.on.ca.

Franklin Danny White et al.

FOR IMMEDIATE RELEASE

February 13, 2008

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

FRANKLIN DANNY WHITE,

NAVEED AHMAD QURESHI,

WNBC THE WORLD NETWORK BUSINESS CLUB LTD.,

MMCL MIND MANAGEMENT CONSULTING,

CAPITAL RESERVE FINANCIAL GROUP, AND

CAPITAL INVESTMENTS OF AMERICA

TORONTO -- The Office of the Secretary issued a Notice of Hearing today setting the matter down to be heard on February 28, 2008, at 11:00 a.m. or as soon thereafter as the hearing can be held in the above named matter.

A copy of the Notice of Hearing dated February 7, 2008 and Statement of Allegations of Staff of the Ontario Securities Commission dated February 7, 2008 are available at www.osc.gov.on.ca.

Land Banc of Canada Inc. et al.

FOR IMMEDIATE RELEASE

February 15, 2008

IN THE MATTER OF

THE SECURITIES ACT

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

- AND -

IN THE MATTER OF

LAND BANC OF CANADA INC.,

LBC MIDLAND I CORPORATION,

FRESNO SECURITIES INC.,

RICHARD JASON DOLAN,

MARCO LORENTI AND

STEPHEN ZEFF FREEDMAN

TORONTO -- The Commission issued an Order today continuing the Temporary Order of May 17, 2007, until April 1, 2008 against LBC, Midland, Dolan and Lorenti with certain amendments with respect to Dolan and Lorenti.

A copy of the Order dated February 15, 2008 is available at www.osc.gov.on.ca

Shallow Oil & Gas Inc. et al.

FOR IMMEDIATE RELEASE

February 19, 2008

IN THE MATTER OF

THE SECURITIES ACT

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

- AND -

IN THE MATTER OF

SHALLOW OIL & GAS INC.,

ERIC O'BRIEN,

ABEL DA SILVA,

GURDIP SINGH GAHUNIA also known as MICHAEL GAHUNIA, and

ABRAHAM HERBERT GROSSMAN also known as ALLEN GROSSMAN

TORONTO -- Following a hearing held on January 31, 2008 the Commission issued its Reasons and Decision in the above noted matter.

A copy of the Reasons and Decision dated February 15, 2008 is available at www.osc.gov.on.ca

Andrew Stuart Netherwood Rankin

FOR IMMEDIATE RELEASE

February 19, 2008

IN THE MATTER OF

THE SECURITIES ACT

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

- AND -

IN THE MATTER OF

ANDREW STUART NETHERWOOD RANKIN

TORONTO -- The Office of the Secretary issued a Notice of Hearing today for a hearing to consider whether it is in the public interest to approve a settlement agreement entered into by Staff of the Commission and Andrew Rankin. The hearing will be held on February 21, 2008 at 10:30 a.m. in the Large Hearing Room on the 17th floor of the Commission's offices located at 20 Queen Street West, Toronto.

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

Jose L. Castaneda

FOR IMMEDIATE RELEASE

February 20, 2008

IN THE MATTER OF

THE SECURITIES ACT

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

- AND -

IN THE MATTER OF

JOSE L. CASTANEDA

TORONTO -- Following a hearing held yesterday, the Commission issued an Order adjourning the matter to be spoken to on March 27, 2008 at 10:00 a.m. or on such date as directed by the Commission

A copy of the Order dated February 20, 2008 is available at www.osc.gov.on.ca

Chapter 2 -- Decisions, Orders and Rulings

LaBranche Financial Services, LLC - s. 6.1(1) of NI 31-102 National Registration Database and s. 6.1 of OSC Rule 13-502 Fees

Headnote

Applicant seeking registration as an international dealer is exempted from the electronic funds transfer requirement pursuant to subsection 6.1(1) of National Instrument 31-102 National Registration Database and activity fee contemplated under section 4.1 of Ontario Securities Commission Rule 13-502 Fees is waived in respect of this discretionary relief, subject to certain conditions.

Rules Cited

National Instrument 31-102 National Registration Database (2007) 30 O.S.C.B. 5430, s. 6.1.

Ontario Securities Commission Rule 13-502 Fees (2003) 26 O.S.C.B. 867, ss. 4.1 and 6.1.

February 14, 2008

IN THE MATTER OF

THE SECURITIES ACT,

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

(the Act)

AND

IN THE MATTER OF

LABRANCHE FINANCIAL SERVICES, LLC

DECISION

(Subsection 6.1(1) of National Instrument 31-102 National Registration Database and

Section 6.1 of Ontario Securities Commission Rule 13-502 Fees)

UPON the Director having received the application of LaBranche Financial Services, LLC (the Applicant) for an order pursuant to subsection 6.1(1) of National Instrument 31-102 National Registration Database (NI 31-102) granting the Applicant relief from the electronic funds transfer requirement contemplated under NI 31-102 and for relief from the activity fee requirement contemplated under section 4.1 of Ontario Securities Commission Rule 13-502 Fees (Rule 13-502) in respect of this discretionary relief;

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

AND UPON the Applicant having represented to the Director as follows:

1. The Applicant is organized as a limited liability company under the laws of the State of New York in the United States. The head office of the Applicant is located in New York, New York, USA.

2. The Applicant is registered as a broker-dealer with the United States Securities and Exchange Commission (SEC) and is a member of the Financial Industry Regulatory Authority (FINRA).

3. The Applicant is not a reporting issuer in any province or territory of Canada. The Applicant is in the process of applying to the Commission for registration under the Act as a dealer in the category of international dealer.

4. NI 31-102 requires that all registrants in Canada enrol with CDS INC. (CDS) and use the national registration database (NRD) to complete certain registration filings. As part of the enrolment process, registrants are required to open an account with a member of the Canadian Payments Association from which fees may be paid with respect to NRD by electronic pre-authorized debit (the EFT Requirement).

5. The Applicant anticipates encountering difficulties in setting up a Canadian based bank account for purposes of fulfilling the EFT Requirement.

6. The Applicant confirms that it is not registered in and does not intend to register in another category to which the EFT Requirement applies and that Ontario is the only jurisdiction in which it is seeking registration.

7. Staff of the Canadian Securities Administrators has indicated that, with respect to applications from international dealers and international advisers (or applicants in equivalent categories of registration) for relief from the EFT Requirement, it is prepared to recommend waiving the fee normally required to accompany applications for discretionary relief (the Application Fee).

8. For Ontario registrants, the requirement for payment of the Application Fee is set out in section 4.1 of Rule 13-502.

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

IT IS THE DECISION of the Director, pursuant to subsection 6.1(1) of NI 31-102, that the Applicant is granted an exemption from the EFT Requirement for so long as the Applicant:

A. makes acceptable alternative arrangements with CDS for the payment of NRD fees and makes such payment within ten (10) business days of the date of the NRD filing or payment due date;

B. pays its participation fee under the Act to the Commission by cheque, draft, money order or other acceptable means at the time of filing its application for annual renewal, which shall be no later than the first day of December in each year;

C. pays any applicable activity fees, or other fees that the Act requires it to pay to the Commission, by cheque, draft, money order or other acceptable means at the appropriate time; and

D. is not registered in any other Canadian jurisdiction in another category to which the EFT Requirement applies;

PROVIDED THAT the Applicant submits a similar application in any other Canadian jurisdiction where it becomes registered as an international dealer, international adviser or in an equivalent registration category;

AND IT IS THE FURTHER DECISION of the Director, pursuant to section 6.1 of Rule 13-502, that the Application Fee will be waived in respect of the application for this Decision.

HSBC Investment Funds (Canada) Inc. et al. - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- Relief granted from prohibition in the Regulation against an investment counsel purchasing and selling any security in which an investment counsel or any partner, officer or associate of the investment counsel has a direct or indirect beneficial interest from or to a portfolio managed or supervised by the investment counsel -- The relief will enable a portfolio manager, also an investment counsel, on behalf of a mutual fund, to purchase and sell mortgages from and to affiliates of the portfolio manager -- The relief is conditioned on terms which contemplate approval by the funds' independent review committee established under National Instrument 81-107 Independent Review Committee for Investment Funds and consistency with the requirements of NP 29 concerning disclosure and valuation of mortgage securities purchased and sold by the funds.

Applicable Legislative Provisions

Ontario Regulation 1015 General Regulation, s. 115(6).

Securities Act (Ontario), s. 147.

February 7, 2008

IN THE MATTER OF

THE SECURITIES LEGISLATION OF ALBERTA,

SASKATCHEWAN, ONTARIO, NEW BRUNSWICK,

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

HSBC INVESTMENT FUNDS (CANADA) INC.

(the Manager)

AND

HSBC INVESTMENTS (CANADA) LIMITED

(the Portfolio Manager and together with the Manager, the Filers and each a Filer)

AND

IN THE MATTER OF

HSBC MORTGAGE FUND

(the Fund)

MRRS DECISION DOCUMENT

Background

The local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions have received an application from the Filers for a decision under the securities regulations and rules of the Jurisdictions (the Regulations) that the restriction contained in the Regulations prohibiting the purchase or sale of any security in which an investment counsel (as defined in the Regulations) or any partner, officer or associate of an investment counsel has a direct or indirect beneficial interest, from or to any portfolio managed or supervised by the investment counsel do not apply to the purchase and sale of mortgages between the Fund, HSBC Bank Canada, HSBC Mortgage Corporation (Canada) and other affiliates (as defined in the Legislation) of the Filers (collectively, the HSBC Affiliates) (the Requested Relief).

Under the Mutual Reliance Review System for Exemptive Relief Applications:

(i) the Ontario Securities Commission is the principal regulator for this application; and

(ii) 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 Filers:

1. each Filer is a corporation organized under the laws of Canada, with a head office located in British Columbia;

2. the Manager is a wholly-owned subsidiary of the Portfolio Manager. The Portfolio Manager is a wholly-owned subsidiary of HSBC Bank Canada;

3. the Manager is registered under applicable securities legislation in each province of Canada, other than Prince Edward Island, as a dealer in the category of mutual fund dealer (or equivalent) and is a member of the Mutual Fund Dealers Association of Canada;

4. the Manager is the manager, trustee and promoter of the Fund;

5. the Fund is an open-end mutual fund established under a declaration of trust governed by the laws of British Columbia. Units of the Fund are qualified for sale in each of the Jurisdictions under a simplified prospectus and annual information form filed in and accepted by each of the Jurisdictions;

6. the Manager has appointed an independent review committee (IRC) under National Instrument 81-107 Independent Review Committee for Investment Funds (NI 81-107) for the Fund;

7. the Portfolio Manager is registered under applicable securities legislation in each province of Canada, other than Prince Edward Island, as an adviser in the category of portfolio manager and investment counsel (or equivalent);

8. the Portfolio Manager is the principal investment advisor of the Fund;

9. the Fund's investment objective is to earn as high a level of income as possible while protecting invested capital by investing primarily in Canadian dollar denominated residential first mortgages on property in Canada and other debt obligations;

10. the Fund purchases mortgages from the HSBC Affiliates;

11. HSBC Bank Canada has agreed to repurchase any mortgage purchased by the Fund from it or HSBC Mortgage Corporation (Canada) if the mortgage is in default in respect of the payment of principal and interest beyond 90 days of the due date, or if the mortgage fails to meet the criteria for a mortgage in which the Fund may invest established by National Policy Statement No. 29 or by the Fund's internal statement of policies;

12. in addition, the Fund has agreed not to sell any mortgage purchased from HSBC Bank Canada or HSBC Mortgage Corporation (Canada) to any other person without giving HSBC Bank Canada the first right to purchase the mortgage within 30 days of receipt of written notice from the Fund of its intention to sell;

13. HSBC Bank Canada has agreed to administer the mortgages which are acquired by the Fund from it or HSBC Mortgage Corporation (Canada);

14. the Fund will purchase a mortgage from or sell a mortgage to an HSBC Affiliate only if:

(a) the transaction is made in accordance with clause 2.4(c) of Section III of National Policy Statement No. 29 such that

(i) the purchase or sale is made at the principal amount which will produce a yield to the Fund of not more than a quarter of one percent less than the interest rate at which the HSBC Affiliate is making commitments, at the time of purchase, to loan on the security of comparable mortgages, and

(ii) in the case of a purchase of a mortgage,

A the HSBC Affiliate that sells it to the Fund enters into an agreement (the Repurchase Agreement) with the Fund whereby the HSBC Affiliate that sells the mortgage is obligated to repurchase it if the mortgage goes into default for more than 90 days and in circumstances benefiting the Fund, and

B the Filer considers that the Repurchase Agreement is sufficient to justify the difference in yield referred to in subparagraph (i) above;

(b) HSBC Bank Canada guarantees the performance of the other HSBC Affiliate under the Repurchase Agreement referred to in paragraph (a)(ii)A. above;

(c) the Filer causes the Fund to comply with the disclosure provisions of Section IV of National Policy Statement No. 29; and

(d) the Filer causes the Fund to include disclosure in its prospectus that the Fund will engage in principal transactions in mortgages with the HSBC Affiliates;

15. in the event that the total amount required to effect redemptions of units of the Fund as at the close of business on any valuation day exceeds the liquid assets then held by the Fund, HSBC Bank Canada has agreed that, upon receipt of written notice from the Fund, it will purchase or find a purchaser for such value of mortgages held by the Fund as may be necessary to provide the Fund with the amount required. The sale of mortgages in such circumstances will be carried out in accordance with the representations provided in paragraph 14 above. HSBC Bank Canada may, in lieu of purchasing or finding a purchaser for mortgages, lend, on a temporary basis only, such sums to the Fund as may be necessary to effect such redemptions but not exceeding in the aggregate 5% of the net asset value of the Fund. HSBC Bank Canada is entitled to receive from the Fund, in respect of such loans, interest at a rate at least as favourable to the Fund as the rates then generally charged by HSBC Bank Canada on comparable loans to other persons who are not affiliated with HSBC Bank Canada;

16. the provisions of National Policy Statement No. 29 set out guidelines relating to the acquisition of mortgages by a mutual fund from lending institutions with whom such fund does not deal at arm's length and provide certain protections to the investing public;

17. the Filers or the Portfolio Manager will only cause the Fund to purchase a mortgage from or sell a mortgage to an HSBC Affiliate if the transaction is made in accordance with section 2.4(c) of Section III of National Policy Statement No. 29;

18. none of the HSBC Affiliates from which mortgages are purchased or to which mortgages are sold for the Fund, or any of their directors, officers or employees, participate in the formulation of investment decisions made on behalf of, or advice given to, the Fund by the Portfolio Manager. All decisions to purchase mortgages for the Fund's portfolio from an HSBC Affiliates are made based on the judgement of responsible persons uninfluenced by considerations other than the best interests of the Fund;

19. each Filer is of the view that the purchase and sale of mortgages between the Fund and the HSBC Affiliates is in the best interests of the Fund;

20. to the extent that a Fund purchases mortgages from, or sells mortgages to the HSBC Affiliates this fact is set out, and will continue to be set out, in the simplified prospectus and annual information form of the Fund;

21. when discussing portfolio transactions with related parties, National Instrument 81-106 Investment Fund Continuous Disclosure requires the Fund to include the dollar amount of commission, spread, or any other fee paid to a related party in connection with a portfolio transaction. To the extent that the Fund is purchasing mortgages from, or selling mortgages to, the HSBC Affiliates these facts will be set out in the management report of fund performance of the Fund filed with the securities regulatory authorities in the applicable Jurisdictions and delivered to unitholders (if requested) on a semi-annual basis, so that the information will be provided the securities regulatory authorities in the applicable Jurisdictions and to unitholders of the Fund in fulfillment of its continuous disclosure obligations;

22. NI 81-107 does not provide an exemption for principal trading of the type contemplated by the Requested Relief; and

23. the Filers are not in default of requirements under the Legislation except for their inadvertent failure to obtain the Requested Relief for transactions prior to the date of this decision document; despite this inadvertence, the Filers have complied with all terms and conditions, including the requirements under National Policy Statement No. 29, of prior MRRS decisions granting relief similar to the Requested Relief based on similar facts now presented in the Filers' application.

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 is that the Requested Relief is granted provided that:

(a) the purchase or sale is consistent with, or is necessary to meet, the investment objective of the Fund;

(b) the IRC of the Fund has approved the transaction in accordance with section 5.2(2) of NI 81-107;

(c) the Manager, as manager of the Fund, complies with section 5.1 of NI 81-107;

(d) the Manager, as manager of the Fund, and the IRC of the Fund, comply with section 5.4 of NI 81-107 for any standing instructions the IRC provides in connection with the transactions;

(e) each purchase or sale of mortgages by a Fund is made in accordance with the terms and conditions of NP 29 set out in representations 14 (a) and (b);

(f) Filer causes the Funds to comply with the disclosure provisions set out in representations 14(c) and (d); and

(g) the Fund keeps the written records required by section 6.1(2)(g) of NI 81-107.

HSBC Investment Funds (Canada) Inc. et al. - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- Relief from certain self-dealing restrictions.

Related Party Relief: A mutual fund manager granted relief from section 127(1)(b) of the Act so that it can sell the securities of an issuer to the account of responsible person - The purchase or sale is consistent with, or is necessary to meet, the investment objectives of the mutual fund and is in the best interests of the fund's investors; the IRC of the mutual fund has approved the transaction, or the fund manager follows any standing instructions that the IRC provides in connection with the transaction.

Reporting Relief: A registered mutual fund manager granted relief from the reporting requirements. The mutual fund may receive loans from, or make loans to, any of its related persons; the portfolio advisers of the mutual fund have discretion to allocate brokerage business in any manner consistent with the fund's best interests; the allocation of brokerage business represents the business judgement of responsible persons uninfluenced by considerations other than the best interests of the mutual fund; the management report of fund performance for the mutual fund will disclose the names of and fees paid to related persons; the mutual fund's records of portfolio transactions will include information about purchases or sales effected through a related person on a per transaction basis.

Applicable Legislative Provisions

Securities Act (Ontario), ss.117, 118(2), 121(2), 126(b) and (c), 127(1)(b) and 130.

February 5, 2008

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN, ONTARIO, QUEBEC,

NEW BRUNSWICK, 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

HSBC INVESTMENT FUNDS (CANADA) INC.

(the Manager)

AND

HSBC INVESTMENTS (CANADA) LIMITED

(the Portfolio Manager and together with the Manager, the Filers and each a Filer)

AND

IN THE MATTER OF

HSBC MORTGAGE FUND

(the Fund)

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 Filers for a decision under the securities legislation of the Jurisdictions (the Legislation):

(a) that the restriction contained in the Legislation prohibiting a mutual fund or a responsible person (as defined in the Legislation) of a mutual fund from knowingly causing the mutual fund to purchase or sell securities of any issuer from or to the account of a responsible person do not apply to the purchase and sale of mortgages between HSBC Bank Canada, HSBC Mortgage Corporation (Canada), other affiliates (as defined in the Legislation) of the Filers (collectively, the HSBC Affiliates) and the Fund (the Securities Act Self-Dealing Relief); and

(b) that the requirement contained in the Legislation requiring the management company of a mutual fund, or in British Columbia, a mutual fund manager, to file a report in the required form in connection with transactions in mortgages between the HSBC Affiliates and the Fund and with respect to loans made by HSBC Bank Canada to the Fund do not apply with respect to the purchase and sale of mortgages between the HSBC Affiliates and the Fund and with respect to loans made by HSBC Bank Canada to the Fund (the Reporting Relief and together with the Securities Act Self-Dealing Relief, the Requested Relief).

Under the Mutual Reliance Review System for Exemptive Relief Applications:

(i) the British Columbia Securities Commission is the principal regulator for this application; and

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

Interpretation

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

Representations

3 This decision is based on the following facts represented by the Filers:

1. each Filer is a corporation organized under the laws of Canada, with a head office located in British Columbia;

2. the Manager is a wholly-owned subsidiary of the Portfolio Manager; the Portfolio Manager is a wholly-owned subsidiary of HSBC Bank Canada;

3. the Manager is registered under applicable securities legislation in each province of Canada, other than Prince Edward Island, as a dealer in the category of mutual fund dealer (or equivalent) and is a member of the Mutual Fund Dealers Association of Canada;

4. the Manager is the manager, trustee and promoter of the Fund;

5. the Fund is an open-ended mutual fund established under a declaration of trust governed by the laws of British Columbia; units of the Fund are qualified for sale in each of the Jurisdictions under a simplified prospectus and annual information form filed in and accepted by each of the Jurisdictions;

6. the Manager has appointed an independent review committee (IRC) in accordance with the requirements under National Instrument 81-107 Independent Review Committee for Investment Funds (NI 81-107) for the Fund;

7. the Portfolio Manager is registered under applicable securities legislation in each province of Canada, other than Prince Edward Island, as an adviser in the category of portfolio manager and investment counsel (or equivalent);

8. the Portfolio Manager is the principal investment advisor of the Fund;

9. the Fund's investment objective is to earn as high a level of income as possible while protecting invested capital by investing primarily in Canadian dollar denominated residential first mortgages on property in Canada and other debt obligations;

10. the Fund purchases mortgages from the HSBC Affiliates;

11. HSBC Bank Canada has agreed to repurchase any mortgage purchased by the Fund from it or HSBC Mortgage Corporation (Canada) if the mortgage is in default in respect of the payment of principal and interest beyond 90 days of the due date, or if the mortgage fails to meet the criteria for a mortgage in which the Fund may invest established by National Policy Statement No. 29 or by the Fund's internal statement of policies;

12. in addition, the Fund has agreed not to sell any mortgage purchased from HSBC Bank Canada or HSBC Mortgage Corporation (Canada) to any other person without giving HSBC Bank Canada the first right to purchase the mortgage within 30 days of receipt of written notice from the Fund of its intention to sell;

13. HSBC Bank Canada has agreed to administer the mortgages which are acquired by the Fund from it or HSBC Mortgage Corporation (Canada);

14. the Fund will purchase a mortgage from or sell a mortgage to an HSBC Affiliate only if:

(a) the transaction is made in accordance with clause 2.4(c) of Section III of National Policy Statement No. 29 such that

(i) the purchase or sale is made at the principal amount which will produce a yield to the Fund of not more than a quarter of one percent less than the interest rate at which the HSBC Affiliate is making commitments, at the time of purchase, to loan on the security of comparable mortgages, and

(ii) in the case of a purchase of a mortgage,

(A) the HSBC Affiliate that sells it to the Fund enters into an agreement (the Repurchase Agreement) with the Fund whereby the HSBC Affiliate that sells the mortgage is obligated to repurchase it if the mortgage goes into default for more than 90 days and in circumstances benefiting the Fund, and

(B) the Filer considers that the Repurchase Agreement is sufficient to justify the difference in yield referred to in subparagraph (i) above;

(b) HSBC Bank Canada guarantees the performance of the other HSBC Affiliate under the Repurchase Agreement referred to in paragraph (a)(ii)A. above;

(c) the Filer causes the Fund to comply with the disclosure provisions of Section IV of National Policy Statement No. 29; and

(d) the Filer causes the Fund to include disclosure in its prospectus that the Fund will engage in principal transactions in mortgages with the HSBC Affiliates;

15. in the event that the total amount required to effect redemptions of units of the Fund as at the close of business on any valuation day exceeds the liquid assets then held by the Fund, HSBC Bank Canada has agreed that, upon receipt of written notice from the Fund, it will purchase or find a purchaser for such value of mortgages held by the Fund as may be necessary to provide the Fund with the amount required; the sale of mortgages in such circumstances will be carried out in accordance with the representations provided in paragraph 14 above; HSBC Bank Canada may, in lieu of purchasing or finding a purchaser for mortgages, lend, on a temporary basis only, such sums to the Fund as may be necessary to effect such redemptions but not exceeding in the aggregate 5% of the net asset value of the Fund; HSBC Bank Canada is entitled to receive from the Fund, in respect of such loans, interest at a rate at least as favourable to the Fund as the rates then generally charged by HSBC Bank Canada on comparable loans to other persons who are not affiliated with HSBC Bank Canada;

16. the provisions of National Policy Statement No. 29 set out guidelines relating to the acquisition of mortgages by a mutual fund from lending institutions with whom such fund does not deal at arm's length and provide certain protections to the investing public;

17. the Filers or the Portfolio Manager will only cause the Fund to purchase a mortgage from or sell a mortgage to an HSBC Affiliate if the transaction is made in accordance with section 2.4(c) of Section III of National Policy Statement No. 29;

18. none of the HSBC Affiliates from which mortgages are purchased or to which mortgages are sold for the Fund, or any of their directors, officers or employees, participate in the formulation of investment decisions made on behalf of, or advice given to, the Fund by the Portfolio Manager; all decisions to purchase mortgages for the Fund's portfolio from the HSBC Affiliates are made based on the judgement of responsible persons uninfluenced by considerations other than the best interests of the Fund;

19. each Filer is of the view that the purchase and sale of mortgages between the Fund and the HSBC Affiliates is in the best interests of the Fund;

20. to the extent that a Fund purchases mortgages from, or sells mortgages to the HSBC Affiliates this fact is set out, and will continue to be set out, in the simplified prospectus and annual information form of the Fund;

21. under the Legislation, the Portfolio Manager is prohibited, among other things, from purchasing or selling on behalf of the Fund, the securities of any issuer from or to its own account; accordingly, the Fund is prohibited from purchasing mortgages from, or selling mortgages to the HSBC Affiliates as such mortgages are deemed to be beneficially owned by the Portfolio Manager;

22. under the Legislation, the Manager is required to file a report with respect to each purchase and sale of mortgages between the Fund and the HSBC Affiliates and with respect to each loan from HSBC Bank Canada to the Fund; this report is to be filed within 30 days after the end of the month in which the transaction occurs, disclosing the issuer of the securities purchased or sold, the class or designation of the securities, the amount and number of securities and the consideration paid, together with the name of any related person receiving a fee on the transaction, the name of the person or company that paid the fee and the amount of the fee paid;

23. National Instrument 81-106 Investment Fund Continuous Disclosure requires the Fund to include the dollar amount of commission, spread, or any other fee paid to a related party in connection with a portfolio transaction; to the extent that the Fund is purchasing mortgages from, or selling mortgages to the HSBC Affiliates and to the extent that HSBC Bank Canada is making loans to the Fund, these facts will be set out in the management report of fund performance of the Fund filed with the securities regulatory authorities in the applicable Jurisdictions and delivered to unitholders (if requested) on a semi-annual basis, so that the information will be provided to the securities regulatory authorities in the applicable Jurisdictions and to unitholders the Fund in fulfillment of its continuous disclosure obligations;

24. NI 81-107 does not provide an exemption for principal trading of the type contemplated by the Requested Relief;

25. in British Columbia only, the Filers or the Portfolio Manager may cause the Fund to rely on BC Instrument 81-504, Transactions Between Mutual Funds and Responsible Persons Relating to Certain Debt Securities, Mortgages, and Equity Securities (BCI 81-504), to purchase a mortgage from or sell a mortgage to an HSBC Affiliate, if the transactions meets the requirements of sections 5 and 6 of BCI 81-504; and

26. the Filers are not in default of requirements under the Legislation except for their inadvertent failure to obtain the Requested Relief for transactions prior to the date of this decision document; despite this inadvertence, the Filers have complied with all terms and conditions, including the requirements under National Policy Statement No. 29, of prior MRRS decisions granting relief similar to the Requested Relief based on similar facts now presented in the Filers' application.

Decision

4 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.

(1) The decision of the Decision Makers is that the Securities Act Self-Dealing Relief is granted provided that:

(a) the purchase or sale is consistent with, or is necessary to meet, the investment objective of the Fund;

(b) the IRC of the Fund has approved the transaction in accordance with section 5.2(2) of NI 81-107;

(c) the Manager, as manager of the Fund, complies with section 5.1 of NI 81-107;

(d) the Manager, as manager of the Fund, and the IRC of the Fund comply with section 5.4 of NI 81-107 for any standing instructions the IRC provides in connection with the transactions;

(e) the Fund keeps the written records required by section 6.1(2)(g) of NI 81-107.

(2) The decision of the Decision Makers is that the Reporting Relief is granted provided that:

(a) the annual and interim management reports of fund performance for the Fund disclose

(i) the name of the HSBC Affiliate,

(ii) the amount of fees paid to each HSBC Affiliate, and

(iii) the person or company who paid the fees if they were not paid by the Fund; and

(b) the records of portfolio transactions maintained by each Fund include, separately for every mortgage transaction effected by the Fund through a HSBC Affiliate

(i) the name of the HSBC Affiliate,

(ii) the amount of fees paid to the HSBC Affiliate, and

(iii) the person or company who paid the fees.

4453794 Canada Inc. - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications - Application by reporting issuer for a decision that it is not a reporting issuer. Requested relief granted.

Applicable Legislative Provisions

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

February 4, 2008

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

QUEBEC, ONTARIO AND ALBERTA

(THE "JURISDICTIONS")

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

4453794 CANADA INC.,

SUCCESSOR IN INTEREST TO PROMATEK INDUSTRIES LTD.

(THE "FILER")

MRRS DECISION DOCUMENT

(Translation)

Background

The local securities regulatory authority or regulator (the "Decision Maker") in each of the Jurisdictions has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the "Legislation") , that the Filer is not a reporting issuer (the "Requested Relief").

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

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

(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. Copitrak Inc. ("Copitrak") is the corporation which resulted from the amalgamation of Promatek Industries Ltd. ("Promatek") with 6809618 Canada Inc. ("680") on November 6, 2007 pursuant to the privatization transaction described below.

2. On November 19, 2007, Copitrak's sole shareholder, 146567 Canada Inc. ("146"), amalgamated with Copitrak International Inc. and V. Y. Holdings Inc. (the "Second Step Amalgamation") to form Copitrak International Inc., whose name was changed on November 21, 2007 to Copitrak Inc. (the "Shareholder").

3. Following the Second Step Amalgamation, Copitrak changed its name to 4453794 Canada Inc. (the "Filer") and transferred all of its assets to the Shareholder (the "Asset Transfer").

4. The Filer is a reporting issuer in the Jurisdictions, as a result of being the successor to Promatek.

5. Prior to the Asset Transfer, the Filer was a design and manufacturing company whose products serve the professional charge-back market.

6. The head office of the Filer is located at 8390 Mayrand, Montreal, Quebec H4P 2C9.

7. The authorized capital of the Filer consists of an unlimited number of common shares (the "Common Shares") and an unlimited number of preferred shares (the "Preferred Shares"), of which 2,000,001 Common Shares were issued and outstanding as of January 10, 2008.

8. The common shares of Promatek (the "Promatek Shares") were listed on the Toronto Stock Exchange (the "TSX").

9. As of the date of the Application, the Filer was not in default of any of its obligations under the Legislation as a reporting issuer. Currently, the Filer is not in default of any of its obligations under the Legislation as a reporting issuer, other than its obligation to file its interim financial statements for the period ended September 30, 2007, its Management Discussion and Analysis in respect of such financial statements as required under the National Instrument 51-102, Continuous Disclosure Obligations and the related certification of such financial statements as required under Multilateral Instrument 52-109, Certification of Disclosure in Issuers' Annual and Interim Filings all of which became due on November 14, 2007.

10. On September 4, 2007, Promatek entered into a Business Combination Agreement (the "Agreement") with its principal shareholders pursuant to which the latter agreed to acquire all of the outstanding Promatek Shares not already held by them.

11. Under the terms of the Agreement, Les Placements Arlev Inc. ("Arlev"), 9086-2301 Québec Inc. ("9086"), 146 and 680, the holding companies of Mark Levine, the then President and Chief Executive Officer of Promatek, and Arthur Levine, the then Chairman and Vice-President, Business Development of Promatek, who together held, both directly and indirectly, approximately 54.52% of the outstanding Promatek Shares, agreed that 680 shall amalgamate (the "Amalgamation") with Promatek pursuant to the provisions of the Canada Business Corporations Act to form a newly amalgamated corporation, Copitrak.

12. On November 6, 2007, the effective date of the Amalgamation (the "Effective Date"), Arlev, 9086, 146, 680 and Promatek entered into an Amalgamation Agreement setting forth the terms of the Amalgamation, which were as follows:

a) on the Effective Date, the shareholders of Promatek other than 680 received one Preferred Share for each Promatek Share held (no dissent rights were exercised by any holders of Promatek Shares). No share certificates were issued in respect of the Preferred Shares and such shares were evidenced by certificates representing the Promatek Shares. All of the Preferred Shares were redeemed automatically on November 9, 2007 for a cash consideration per share of $2.00, except for 26,000 Preferred Shares beneficially held by a single shareholder which were redeemed on November 20, 2007, upon the written request of such shareholder submitted in accordance with the provisions of the articles of amalgamation creating the Preferred Shares. The consideration of $2.00 per share was set in accordance with a Valuation and Fairness Opinion prepared by Nexia Friedman LLP, which established the fair market value of the Promatek Shares to be in the range of $1.93 to $2.15, and the recommendation of the special committee of the Board of Directors of Promatek formed to consider the Amalgamation;

b) the 1,990,356 Promatek Shares held by 680 were cancelled for no consideration; and

c) 146, being the sole shareholder of 680, received one Common Share for each Class "A" shares held in 680.

13. As of the Effective Date, 146 became the holder of 2,000,001 Common Shares and, as of November 20, 2007, the sole security holder of Copitrak. As a result of the Second Step Amalgamation, the Shareholder became the holder of the 2,000,001 Common Shares previously owned by 146.

14. The completion of the Amalgamation was subject to customary terms and conditions, including regulatory approval and the approval of the holders of Promatek Shares holding at least 66 2/3% of the Promatek Shares, and a majority of the Promatek Shares which are not controlled by either Mark Levine or Arthur Levine, present in person or by proxy at a special meeting called by Promatek in order to obtain such approval.

15. A Management Proxy Circular and Letters of Transmittal were mailed on or about October 11, 2007 to shareholders of Promatek. The Letters of Transmittal were to be executed and returned, together with the certificates representing Promatek Shares, to Computershare Investor Services Inc. at its principal office in Montréal or Toronto in order for shareholders to receive the consideration to which they are entitled as the holders of Preferred Shares.

16. Shareholders' approval of the Amalgamation was obtained at the annual and special meeting of shareholders of Promatek which was held on November 5, 2007.

17. Regulatory approval of the Amalgamation was obtained, and a bulletin was issued by the TSX on November 9, 2007 announcing the delisting of the Promatek Shares at the close of business on Monday, November 12, 2007.

18. No securities of the Filer are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation.

19. The outstanding securities of the Filer, 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.

20. The Filer has no current intention to seek public financing by way of an offering of securities.

21. The Filer has applied for relief in order to cease to be a reporting issuer in all of the jurisdictions in Canada in which it is currently a reporting issuer.

22. The Filer, upon the grant of the Requested Relief, will no longer be a reporting issuer or the equivalent in any jurisdiction in Canada.

Decision

Each of the Decision Makers is satisfied that the test contained in the Legislation that provided 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.

Nordic Partners Inc. - s. 6.1(1) of NI 31-102 National Registration Database and s. 6.1 of OSC Rule 13-502 Fees

Headnote

Applicant seeking registration as an international dealer is exempted from the electronic funds transfer requirement pursuant to subsection 6.1(1) of National Instrument 31-102 National Registration Database and activity fee contemplated under section 4.1 of Ontario Securities Commission Rule 13-502 Fees is waived in respect of this discretionary relief, subject to certain conditions.

Rules Cited

National Instrument 31-102 National Registration Database (2007) 30 O.S.C.B. 5430, s. 6.1.

Ontario Securities Commission Rule 13-502 Fees (2003) 26 O.S.C.B. 867, ss. 4.1 and 6.1.

February 14, 2008

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, CHAPTER S.5, AS AMENDED (the Act)

AND

IN THE MATTER OF

NORDIC PARTNERS INC.

DECISION

(Subsection 6.1(1) of National Instrument 31-102 - National Registration Database

and Section 6.1 of Ontario Securities Commission Rule 13-502 - Fees)

UPON the Director having received the application of Nordic Partners Inc. (the Applicant) for an order pursuant to subsection 6.1(1) of National Instrument 31-102 - National Registration Database (NI 31-102) granting the Applicant relief from the electronic funds transfer requirement contemplated under NI 31-102 and for relief from the activity fee requirement contemplated under section 4.1 of Ontario Securities Commission Rule 13-502 - Fees (Rule 13-502) in respect of this discretionary relief;

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

AND UPON the Applicant having represented to the Director as follows:

1. The Applicant is organized as a corporation under the laws of the State of Delaware in the United States. The head office of the Applicant is located in New York, New York, USA.

2. The Applicant is registered as a broker-dealer with the United States Securities and Exchange Commission and is a member of the Financial Industry Regulatory Authority.

3. The Applicant is not registered in any capacity under the Act and is not a reporting issuer in any province or territory of Canada. However, the Applicant is seeking registration under the Act as a dealer in the category of international dealer.

4. NI 31-102 requires that all registrants in Canada enrol with CDS INC. (CDS) and use the national registration database (NRD) to complete certain registration filings. As part of the enrolment process, registrants are required to open an account with a member of the Canadian Payments Association from which fees may be paid with respect to NRD by electronic pre-authorized debit (the EFT Requirement).

5. The Applicant anticipates encountering difficulties in setting up a Canadian based bank account for purposes of fulfilling the EFT Requirement.

6. The Applicant confirms that it is not registered in and does not intend to register in any other category to which the EFT Requirement applies and that Ontario is the only jurisdiction in which it is seeking registration.

7. Staff of the Canadian Securities Administrators has indicated that, with respect to applications from international dealers and international advisers (or applicants in equivalent categories of registration) for relief from the EFT Requirement, it is prepared to recommend waiving the fee normally required to accompany applications for discretionary relief (the Application Fee).

8. For Ontario registrants, the requirement for payment of the Application Fee is set out in section 4.1 of Rule 13-502.

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

IT IS THE DECISION of the Director, pursuant to subsection 6.1(1) of NI 31-102, that the Applicant is granted an exemption from the EFT Requirement for so long as the Applicant:

A. makes acceptable alternative arrangements with CDS for the payment of NRD fees and makes such payment within ten (10) business days of the date of the NRD filing or payment due date;

B. pays its participation fee under the Act to the Commission by cheque, draft, money order or other acceptable means at the time of filing its application for annual renewal, which shall be no later than the first day of December in each year;

C. pays any applicable activity fees, or other fees that the Act requires it to pay to the Commission, by cheque, draft, money order or other acceptable means at the appropriate time; and

D. is not registered in any other Canadian jurisdiction in another category to which the EFT Requirement applies;

PROVIDED THAT the Applicant submits a similar application in any other Canadian jurisdiction where it becomes registered as an international dealer, international adviser or in an equivalent registration category;

AND IT IS THE FURTHER DECISION of the Director, pursuant to section 6.1 of Rule 13-502, that the Application Fee will be waived in respect of the application for this Decision.

Halifax-Dartmouth Bridge Commission - s.1(10)(b)

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)(b).

February 8, 2008

Dear Mr. Munro:

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.

"H. Leslie O'Brien"

Chairman

Nova Scotia Securities Commission

Arrow Hedge Partners Inc. et al.

Headnote

Mutual fund in Ontario (non-reporting issuer) granted an extension of the annual financial statement filing deadline as fund provides exposure to offshore investment fund for which audited financial information not yet available.

Rules Cited

National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 2.2, 5.1(2) and 17.1.

February 19, 2008

IN THE MATTER OF

NATIONAL INSTRUMENT 81-106

INVESTMENT FUND CONTINUOUS DISCLOSURE

AND

IN THE MATTER OF

ARROW HEDGE PARTNERS INC.

(ARROW)

AND

IN THE MATTER OF

ARROW MULTI-STRATEGY FUND

ARROW MULTI-STRATEGY HEDGE FUND

ARROW GLOBAL LONG/SHORT FUND

ARROW GLOBAL LONG/SHORT HEDGE FUND

ARROW FOCUS FUND

ARROW ENHANCED INCOME FUND

ARROW ENSO GLOBAL FUND

ARROW A2 FUND

ARROW MMCAP RISK ARBITRAGE FUND

ARROW R FIXED INCOME FUND

ARROW GREATER EUROPEAN FUND

ARROW ASIAN INCOME FUND

ARROW ASIAN OPPORTUNITIES FUND

ARROW EUROPEAN EVENT DRIVEN FUND

ARROW JAPAN LONG/SHORT FUND

ARROW L EUROPEAN EQUITY FUND

ARROW NORTH AMERICAN FUND

ARROW PMC GLOBAL LONG/SHORT FUND

ARROW ROUNDTABLE FUND

ARROW US HIGH YIELD FUND

ARROW P CONVERTIBLE ARBITRAGE FUND

ARROW GLOBAL NET SHORT FUND

ARROW THETA FUND

ARROW V GAMMA FUND

ARROW V RELATIVE VALUE FUND

(the Existing Funds)

DECISION DOCUMENT

BACKGROUND

The Ontario Securities Commission has received an application from Arrow on behalf of the Existing Funds and other funds established and managed by Arrow from time to time (the Future Funds) (Existing Funds and Future Funds are referred to collectively as the Funds, and each individually, a Fund), for a decision pursuant to section 17.1 of National Instrument 81-106 -- Investment Fund Continuous Disclosure (NI 81-106) exempting each Fund from:

(a) the requirement in section 2.2 of NI 81-106 (the Filing Requirement) that the Fund file audited annual financial statements on or before the 90th day after its most recently completed financial year (the Filing Deadline); and

(b) the requirement in subsection 5.1(2) of NI 81-106 that the Fund deliver its audited annual financial statements to its securityholders by the Filing Deadline (the Delivery Requirement).

REPRESENTATIONS

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

Background

1. Arrow is a corporation incorporated under the Business Corporations Act (Ontario).

2. Arrow is registered as an investment counsel and portfolio manager and as a limited market dealer under the Securities Act (Ontario) (the Act) and a Commodity Trading Manager under the Commodity Futures Act (Ontario).

3. Arrow is the manager of the Existing Funds, and will be the manager of the Future Funds.

4. Each of the Existing Funds is a mutual fund in Ontario but not a reporting issuer under the Act. Each of the Future Funds will be a mutual fund in Ontario but not a reporting issuer under the Act.

5. Units of the Funds, and other funds managed by Arrow, are offered or will be offered on a private placement basis in each of the provinces and territories of Canada pursuant to one or more exemptions from the prospectus requirement.

6. Each of the Funds seeks to achieve its investment objective by investing in one or more other funds. Some of the Funds (each a Single Manager Fund) invest substantially all of their assets in a single offshore investment fund. The other Funds (each a Multi-Manager Fund) invest their assets in a number of other funds managed by Arrow, including Single Manager Funds. The offshore investment funds are each an Offshore Underlying Fund and, collectively, the Offshore Underlying Funds.

7. The percentage of the assets of a Multi-Manager Fund that are invested directly or indirectly, though investment in a Single Manager Fund, in securities of an Offshore Underlying Fund will be determined by Arrow from time to time on a basis that Arrow considers is appropriate for the Multi-Manager Fund and that is consistent with the investment objectives of the Multi-Manager Fund.

8. The financial year end of each of the Existing Funds is December 31. The financial year end of each of the Future Funds will be December 31.

9. The Offshore Underlying Funds have varying financial year-ends and are subject to a variety of financial reporting deadlines. The audit of the financial statements of a Single Manager Fund cannot be completed until the financial statements of the applicable Offshore Underlying Fund are available. In the case of a Multi-Manager Fund, the audits of the financial statements of the Multi-Manager Fund cannot be completed until the audits of funds, including the applicable Single Manager Funds (each invested in an Offshore Underlying Fund), representing a material percentage of the net assets of the Multi-Manager Fund, are complete.

10. Section 2.2 and subsection 5.1(2) of NI 81-106 require the Funds to file and deliver their audited annual financial statements by the Filing Deadline.

11. Section 2.11 of NI 81-106 provides an exemption (the Filing Exemption) from the Filing Requirement if, among other things, the Funds deliver their annual financial statements in accordance with Part 5 of NI 81-106 by the Filing Deadline.

12. The annual audited financial statements of the Offshore Underlying Funds are prepared in accordance with the accounting principles applicable to them, such as International Financial Reporting Standards, Canadian GAAP or U.S. GAAP, and delivered in accordance with the delivery requirements applicable to them, which is generally within 180 days of the year end.

13. Arrow has been advised by the auditors of each of the Existing Funds that compliance with Canadian GAAP requires a Single Manager Fund to include certain information about its holdings in the applicable Offshore Underlying Fund, and such information must be provided by the applicable Offshore Underlying Fund.

14. Arrow has also been advised by the auditors of each of the Single Manager Funds that compliance with Canadian GAAP requires the auditors of a Single Manager Fund, in auditing the information contained in the financial statements of the Single Manager Fund that was provided by the applicable Offshore Underlying Fund, to review the audited annual financial statements of the applicable Offshore Underlying Fund.

15. Arrow has also been advised by the auditors of the Multi-Manager Funds that the audit of a Multi-Manager Fund cannot be completed until the audited financial statements of funds, including the applicable Single Manager Funds, representing a material percentage of the net assets of the Multi-Manager Fund, have been received.

16. Given the above, it is expected that either on a regular basis in the case of the Single Manager Funds, or from time to time in the case of the Multi-Manager Funds, Arrow will not be able to file the financial statements of the Funds by the Filing Deadline. As a result, in those circumstances, the Funds will not be able to meet the Filing Deadline and will not be able to comply with the Delivery Requirement.

17. The Funds want to rely on the Filing Exemption. Subsection 2.11(b) of the Filing Exemption requires that the Funds deliver financial statements to securityholders in accordance with Part 5 of NI 81-106 by the Filing Deadline. As noted in paragraph 0 above, it is expected that the Funds will not be able to meet the Filing Deadline and will not be able to comply with the Delivery Requirement. As a result, the Funds will not be able to satisfy the condition in subsection 2.11(b) and therefore will not be able to rely on the Filing Exemption.

18. The Funds will notify Unitholders that they have received and intend to rely on relief from the Filing Requirement and the Delivery Requirement.

DECISION

The Director is satisfied that the test contained in NI 81-106 that provides the Director with the jurisdiction to make the decision has been met.

The Director orders that where a Fund's auditor cannot complete the audit of the Fund's annual financial statements by the Filing Deadline because audited financial statements of Offshore Underlying Funds representing a material percentage of the Fund's net assets as at the end of the Fund's financial year, as determined by the Fund's auditors, have not been received in time, then:

(a) the Fund is exempted from the Filing Requirement provided that:

(i) the audited annual financial statements of the Fund are filed on or before the 180th day after the Fund's most recently completed financial year, or

(ii) the conditions in section 2.11 of NI 81-106 are met, except for subsection 2.11(b), and the audited annual financial statements of the Fund are delivered to its securityholders in accordance with Part 5 of NI 81-106, on or before the 180th day after the Fund's most recently completed financial year; and

(b) the Fund is exempted from the Delivery Requirement provided that the audited annual financial statements of the Fund are delivered to its securityholders in accordance with Part 5 of NI 81-106, on or before the 180th day after the Fund's most recently completed financial year.

Scotia Cassels Investment Counsel Limited - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- Exemption from the reporting requirements of clause 117(1)(c) of the Securities Act (Ontario) provided that certain disclosure is made in the management reports of fund performance for each mutual fund and that certain records of portfolio transactions are kept.

Applicable Legi