Ontario Securities Commission Bulletin

Issue 31/10 - March 07, 2008

Ont. Sec. Bull. Issue 31/10

Table of Contents

Chapter 1 - Notices / News Releases

Notices

• Current Proceedings Before The Ontario Securities Commission

• CSA Staff Notice 12-307 - Applications for a Decision that an Issuer is not a Reporting Issuer (First published September 12, 2003 and revised February 4, 2005, November 1, 2006 and March 7, 2008)

• Notice of Ministerial Approval of NI 41-101 General Prospectus Requirements, OSC Rule 41-801 Implementing National Instrument 41-101 General Prospectus Requirements, and Related Amendments

News Releases

• Canadian Regulators Propose Enhancements to Registration Regime

Notices from the Office of the Secretary

• Franklin Danny White et al.

• Swift Trade Inc. and Peter Beck

• Sunwide Finance Inc. et al.

Chapter 2 - Decisions, Orders and Rulings

Decisions

• Sprott Asset Management Inc. and Sprott Global Equity Fund - MRRS Decision

• Independent Financial Brokers of Canada and Goodman and Company, Investment Counsel Ltd. - MRRS Decision

• Trident Peformance Corp. - MRRS Decision

• Canadex Resources Limited - MRRS Decision

• SEI Investments Canada Company et al. - MRRS Decision

• Thales - MRRS Decision

• Lang Michener LLP et al. - MRRS Decision

Orders

• Aurion Capital Management Inc. and Aurion Investment Funds - NI 81-106 Investment Fund Continuous Disclosure, ss. 2.1(2), 17.1

• C.A. Bancorp Canadian Realty Finance Corporation - s. 158(1.1) of the OBCA

• Franklin Danny White et al.

• Swift Trade Inc. and Peter Beck - s. 127

• Sunwide Finance Inc. et al. - ss. 127(1), 127(8)

Chapter 4 - Cease Trading Orders

• Temporary, Permanent & Rescinding Issuer Cease Trading Orders

• Temporary, Permanent & Rescinding Management Cease Trading Orders

• Outstanding Management & Insider Cease Trading Orders

Chapter 8 - Notice of Exempt Financings

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

Chapter 9 - Legislation

• O. Reg. 31/08, amending R.R.O. 1990, Reg. 1015 (made under the Securities Act)

Chapter 11 - IPOs, New Issues and Secondary Financings

Chapter 12 - Registrations

• Registrants

Chapter 13 - SRO Notices and Disciplinary Proceedings

• Notice and Request for Comments - Joint Application of CIPF and the IDA

• MFDA Hearing Panel Issues Decision and Reasons Respecting Paul Edward Lloyd Disciplinary Hearing

Chapter 25 - Other Information

Approvals

• Northwater Fund Management Inc. - s. 213(3)(b) of the LTCA

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Chapter 1 -- Notices / News Releases

Current Proceedings Before The Ontario Securities Commission

MARCH 7, 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

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

CSA Staff Notice 12-307 - Applications for a Decision that an Issuer is not a Reporting Issuer (First published September 12, 2003 and revised February 4, 2005, November 1, 2006 and March 7, 2008)

CSA STAFF NOTICE 12-307

APPLICATIONS FOR A DECISION THAT AN ISSUER IS NOT A REPORTING ISSUER

(First published September 12, 2003 and revised February 4, 2005, November 1, 2006 and March 7, 2008)

Purpose

This Notice provides information and guidance on coordinated review applications that may be made under National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions (NP 11-203) for a decision that an issuer is not a reporting issuer (a decision) on or after March 17, 2008 (these applications were previously made under National Policy 12-201 Mutual Reliance Review System for Exemptive Relief Applications). Among other things, this Notice covers:

• how an issuer can apply for a decision under a simplified procedure if it meets certain conditions.

• how an issuer can apply for a decision if it is not eligible to use the simplified procedure.

• how an issuer can describe the decision it wants in way that addresses legislative differences between jurisdictions.

• how a foreign issuer with a small securityholder presence in Canada can apply for a decision.

• the procedure for dissolved issuers.

The Simplified Procedure

The local securities regulatory authority or regulator in each of Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Prince Edward Island, Nova Scotia and Newfoundland and Labrador (the Jurisdictions) has adopted a simplified procedure for certain coordinated review applications (NP 11-203 describes the process for a coordinated review application) in which an issuer is seeking a decision that it is not a reporting issuer under the securities legislation of the Jurisdictions (the Legislation).

The simplified procedure is available to a reporting issuer:

• that is not a reporting issuer in British Columbia (including an issuer that has voluntarily surrendered its reporting issuer status under British Columbia Instrument 11-502 Voluntary Surrender of Reporting Issuer Status);

• that is seeking a decision that it is not a reporting issuer, from the local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions in which it is a reporting issuer;

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

• whose securities are not traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation; and

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

The reporting issuer may request a decision by submitting, to each of the Jurisdictions in which it is seeking the decision, the fees applicable under the Legislation, a draft decision document and a letter in duplicate prepared by or on behalf of the issuer that:

• states that the issuer is seeking a decision of the Decision Makers that it is not a reporting issuer;

• references the simplified procedure in this Notice; and

• includes representations that the applicant meets each of the criteria set out in the simplified procedure in this Notice.

Schedule 1 includes a sample application letter and form of decision document. In some cases, staff may request additional information from the reporting issuer. The reporting issuer should make its application in paper and electronic format as described in section 5.5 of NP 11-203.

The procedure will simplify the process in certain routine circumstances for a reporting issuer submitting a coordinated review application under NP 11-203 for decision that it is not a reporting issuer.

Applying for relief in British Columbia

The simplified procedure is not available in British Columbia. If a reporting issuer has no more than 50 securityholders (both debt and equity) and its securities are not traded through any exchange or market, it may surrender its status as a reporting issuer in that province by filing with the British Columbia Securities Commission the notice described in British Columbia Instrument 11-502 Voluntary Surrender of Reporting Issuer Status. The issuer would then apply for relief in other jurisdictions using the simplified procedure under this Notice.

What to do when the simplified procedure in this Notice and BC Instrument 11-502 is not available

If an issuer cannot meet all of the simplified procedure criteria in this Notice or in BC Instrument 11-502 (if the issuer is a reporting issuer in British Columbia), the issuer should submit an application under the standard procedure for a coordinated review application under NP 11-203 using the form of decision document attached as Annex C to NP 11-203. The reporting issuer should submit its application to each jurisdiction where the issuer is a reporting issuer.

An issuer wanting to avoid the minimum 10-day waiting period under BC Instrument 11-502 (which is a condition precedent to the other jurisdictions making a decision under the simplified procedure) should follow the standard procedure for a coordinated review application.

How to describe the decision the issuer wants

The legislation varies among the jurisdictions in how it authorizes regulators to terminate reporting issuer status. An issuer should include the language in the legislation of its principal regulator in its draft decision document. Where Québec is not the principal regulator and the issuer requires a decision in Québec, the issuer should also include the wording "revoke the issuer's status as a reporting issuer" in its draft decision document if the language in the legislation of the principal regulator uses the phrase "ceased to be a reporting issuer". The form of decision document in Schedule 1 to this Notice sets out the applicable language for each principal regulator.

The Territories

The concept of reporting issuer does not currently exist in the securities legislation of the Northwest Territories, Nunavut and Yukon, so no relief is currently necessary in those jurisdictions. However, those jurisdictions plan to amend their legislation in 2008 to include the concept of reporting issuer and then adopt the simplified procedure for relief in their jurisdictions.

Going-private transactions

Where the issuer is in the process of completing a going-private transaction following which it will want to stop being a reporting issuer, the issuer may apply for relief using the simplified process in this Notice prior to completing the transaction. A jurisdiction cannot make a decision until the transaction is complete and the issuer can represent that it has satisfied all the criteria in for the simplified procedure.

Successor reporting issuers

In circumstances where an issuer has exchanged its securities with another party (or that party's securityholders) in connection with a statutory arrangement or procedure, the issuer should consider whether any other party in the transaction will or has become a reporting issuer following the exchange. If so, the issuer should disclose the name of that party in its application to stop being a reporting issuer and provide a brief summary of the statutory arrangement or procedure and the parties involved.

Foreign issuers

Foreign-incorporated issuers often seek decisions that they are not reporting issuers under applicable securities legislation when they have a declining numbers of securityholders in Canada. In general, these issuers do not meet the criteria for the simplified procedure in this Notice because they typically have many beneficial securityholders in jurisdictions in Canada, and their securities are listed on one or more exchanges outside of Canada. However, they wish to cease being reporting issuers in Canada because their securities are not listed on an exchange in Canada and they do not intend to make any further distributions of securities in Canada.

Past approach

In the past, CSA staff have recommended a decision that a foreign issuer is not a reporting issuer where the issuer could demonstrate that Canadian ownership of its securities is de minimis compared to the total ownership by non-Canadian securityholders. In past decisions, this has been demonstrated when an issuer had:

• fewer than 300 beneficial securityholders in Canada, and

• a small percentage of total securityholdings beneficially owned by Canadian residents.

Modified approach

We have adopted a modified approach for applications by issuers that report in the U.S. and are listed on a U.S. exchange. If such an issuer meets the following criteria, CSA staff will generally recommend a decision that the issuer is not a reporting issuer:

1. The issuer makes a representation that residents of Canada do not:

(a) directly or indirectly beneficially own more than 2% of each class or series of outstanding securities of the issuer worldwide, and

(b) directly or indirectly comprise more than 2% of the total number of securityholders of the issuer worldwide.

CSA staff have noticed that some filers have difficulty making representations on the beneficial ownership of securities by residents of Canada. CSA staff will not generally recommend granting the relief without the issuer satisfying the "2% test". In addition, staff will not generally recommend granting the relief where a representation is qualified or limited to the knowledge of the issuer, unless the issuer can fully demonstrate that it has made diligent enquiry to support the representation and why it cannot give an unqualified representation.

2. The issuer files continuous disclosure reports under U.S. securities laws and is listed on a U.S. exchange.

3. In the 12 months before applying for the decision, the issuer has not taken any steps that indicate there is a market for its securities in Canada. Steps that would indicate there is a market in Canada include conducting a prospectus offering in Canada, or establishing or maintaining a listing on a Canadian marketplace or exchange.

4. The issuer provides advance notice to Canadian resident securityholders in a press release that it has applied to securities regulatory authorities for a decision that it is not a reporting issuer in Canada and, if that decision is made, the issuer will no longer be a reporting issuer in any jurisdiction in Canada.

5. The issuer undertakes to concurrently deliver to its Canadian securityholders, all disclosure the issuer would be required under U.S. securities law or exchange requirements to deliver to U.S. resident securityholders.

Non-U.S. issuers that are listed on a major foreign exchange and meet the 2% test may also apply using the modified approach, provided that the issuer demonstrates that Canadian securityholders will receive adequate disclosure under the foreign securities law or exchange requirements.

Reporting issuer that has been dissolved or terminated

A reporting issuer does not need to apply for a decision that it is not a reporting issuer if it is:

• a corporation that was dissolved under applicable corporate legislation,

• a limited partnership that was dissolved under applicable limited partnership legislation,

• a trust that was terminated under its declaration of trust, or

• another form of business organization that was dissolved or terminated under its applicable governing legislation or constating or establishing document.

In each case, it will be sufficient if an agent files evidence of the dissolution or termination with the securities regulatory authority in each jurisdiction where the issuer was a reporting issuer.

For a corporation, sufficient evidence includes a copy of the certificate and articles of dissolution.

For a limited partnership, sufficient evidence typically includes:

• a copy of the declaration of dissolution or similar document filed under applicable limited partnership legislation, and

• a written representation from the general partner about the effective date of dissolution under applicable limited partnership legislation.

For a trust, sufficient evidence typically includes:

• a copy of the resolution authorizing the termination of the trust,

• a report on voting results indicating that the resolution was passed,

• a written representation that the trust no longer exists (it is sufficient if this representation is provided by filing counsel or former trustees or officers),

• a copy of the change in corporate structure notice filed under section 4.9 of National Instrument 51-102 Continuous Disclosure Obligations, and

• evidence such as a copy of a press release or written submission from filing counsel that the trust has no securities outstanding and none listed on an exchange.

If an issuer has commenced dissolution proceedings but still exists, it will remain a reporting issuer in the absence of a decision that it is not a reporting issuer.

For more information

If you have questions about this Notice, please contact:

March 7, 2008

Schedule 1

Example of an Application Letter under the Simplified Procedure

[Enter date]

[List name of the principal regulator

and each non-principal regulator]

Dear Sirs/Mesdames:

We are applying to the [identify principal regulator] as principal regulator [on behalf of the Applicant] for a decision under the securities legislation (the Legislation) of the Jurisdictions that the Applicant is not a reporting issuer.

Under the simplified procedure in CSA Staff Notice 12-307, the Applicant represents that:

• the outstanding securities of the Applicant, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 security holders in each of the jurisdictions in Canada and fewer 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 a decision that it is not 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.

[Enter name of Applicant]

[Signature of the person who has signing authority]

Example of a Decision Document under the Simplified Procedure

[Enter date]

[Enter name and address of Applicant]

Dear Sirs/Mesdames:

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 that the Applicant is not a reporting issuer.

As the Applicant has represented to the Decision Makers that:

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

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

(c) the Applicant is applying for a decision that it is not a reporting issuer in all of the jurisdictions in Canada in which it is currently a reporting issuer; and

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

[If the principal regulator is Ontario, insert:]

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.

OR

[If the principal regulator is Saskatchewan or New Brunswick, insert:]

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 to be a reporting issuer.

OR

[If the principal regulator is Alberta or Nova Scotia, insert:]

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 [if a decision is also sought in Quebec, add:] and that the Applicant's status as a reporting issuer is revoked.

OR

[If the principal regulator is Manitoba, insert:]

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 makes an order declaring that the Applicant has ceased to be a reporting issuer [if a decision is also sought in Quebec, add:] and revoking the Applicant's status as a reporting issuer.

OR

[If principal regulator is Quebec, insert:]

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's status as a reporting issuer is revoked.

Notice of Ministerial Approval of NI 41-101 General Prospectus Requirements, OSC Rule 41-801 Implementing National Instrument 41-101 General Prospectus Requirements, and Related Amendments

NOTICE OF MINISTERIAL APPROVAL OF

NATIONAL INSTRUMENT 41-101 GENERAL PROSPECTUS REQUIREMENTS,

ONTARIO SECURITIES COMMISSION RULE 41-801

IMPLEMENTING NATIONAL INSTRUMENT 41-101 GENERAL PROSPECTUS REQUIREMENTS

AND CONSEQUENTIAL AMENDMENTS

AND

AMENDMENTS TO

NATIONAL INSTRUMENT 14-101 DEFINITIONS,

NATIONAL INSTRUMENT 44-101 SHORT FORM PROSPECTUS DISTRIBUTIONS,

NATIONAL INSTRUMENT 44-102 SHELF DISTRIBUTIONS,

NATIONAL INSTRUMENT 44-103 POST-RECEIPT PRICING,

FORM 45-101F INFORMATION REQUIRED IN A RIGHTS OFFERING CIRCULAR

OF NATIONAL INSTRUMENT 45-101 RIGHTS OFFERINGS,

NATIONAL INSTRUMENT 51-102 CONTINUOUS DISCLOSURE OBLIGATIONS,

NATIONAL INSTRUMENT 81-101 MUTUAL FUND PROSPECTUS DISCLOSURE,

NATIONAL INSTRUMENT 81-104 COMMODITY POOLS,

ONTARIO SECURITIES COMMISSION RULE 13-502 FEES,

ONTARIO SECURITIES COMMISSION RULE 56-501 RESTRICTED SHARES

AND

ONTARIO SECURITIES COMMISSION RULE 71-801

IMPLEMENTING THE MULTIJURISDICTIONAL DISCLOSURE SYSTEM

On February 15, 2008, the Minister of Finance approved the following rules made by the Ontario Securities Commission (the Rules and Amendments):

• National Instrument 41-101 General Prospectus Requirements (NI 41-101), Form 41-101F1 Information Required in a Prospectus and Form 41-101F2 Information Required in an Investment Fund Prospectus,

• Ontario Securities Commission Rule 41-801 Implementing National Instrument 41-101 General Prospectus Requirements and Consequential Amendments (OSC Rule 41-801),

• Amendments to National Instrument 14-101 Definitions,

• Amendments to National Instrument 44-101 Short Form Prospectus Distributions and Form 44-101F1 Short Form Prospectus,

• Amendments to National Instrument 44-102 Shelf Distributions,

• Amendments to National Instrument 44-103 Post-Receipt Pricing,

• Amendments to Form 45-101F Information Required in a Rights Offering Circular of National Instrument 45-101 Rights Offerings,

• Amendments to National Instrument 51-102 Continuous Disclosure Obligations, Form 51-102F2 Annual Information Form and Form 51-102F5 Information Circular,

• Amendments to National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101), Form 81-101F1 Contents of Simplified Prospectus and Form 81-101F2 Contents of Annual Information Form,

• Amendments to National Instrument 81-104 Commodity Pools,

• Amendments to Ontario Securities Commission Rule 13-502 Fees,

• Amendments to Ontario Securities Commission Rule 56-501 Restricted Shares,

• Amendments to Rule 71-801 Implementing the Multijurisdictional Disclosure System, and

• Repeal of Ontario Securities Commission Rule 44-801 Implementing National Instrument 44-101 Short Form Prospectus Distributions

National Instrument 41-101 Prospectus Disclosure Requirements, which came into force on December 31, 2000, is repealed pursuant to section 20.3 of NI 41-101.

Ontario Securities Commission Rule 41-501 General Prospectus Requirements and Ontario Securities Commission Rule 41-502 Prospectus Requirements for Mutual Funds, are repealed pursuant to sections 3.1 and 3.2, respectively, of OSC Rule 41-801.

The Rules and Amendments were previously made by the Commission on November 29, 2007. On November 29, the Commission also adopted the following policies (the Policies and Policy Amendments):

• Companion Policy 41-101CP General Prospectus Requirements,

• Companion Policy 44-101CP to National Instrument 44-101 Short Form Prospectus Distributions,

• Amendments to Companion Policy 44-102CP to National Instrument 44-102 Shelf Distributions,

• Amendments to Companion Policy 44-103CP to National Instrument 44-103 Post-Receipt Pricing,

• Amendments to Companion Policy 51-102CP to National Instrument 51-102 Continuous Disclosure Obligations,

• Amendments to Companion Policy 81-101CP to National Instrument 81-101 Mutual Fund Prospectus Disclosure,

• Amendments to Companion Policy 81-104CP to National Instrument 81-104 Commodity Pools, and

• Amendments to National Policy 12-202 Revocation of a Compliance-related Cease Trade Order

The Rules and Amendments and the Policies and Policy Amendments have an effective date of March 17, 2008. The Rules and Amendments and the Policies and Policy Amendments were previously published in a Supplement to the Bulletin on December 21, 2007 and are published in a Supplement to this Bulletin. The other CSA jurisdictions have subsequently made changes to provisions of NI 41-101 and the amendments to NI 81-101 that do not apply in Ontario regarding the timing for refilling a prospectus. We have reflected these changes in this publication.

The Commission also rescinded the following policies effective March 17, 2008:

• National Policy 14 Acceptability of Currencies in Material Filed with Securities Regulatory Authorities,

• National Policy 21 National Advertising -- Warnings,

• Companion Policy 41-501CP General Prospectus Requirements,

• Companion Policy 41-502CP Prospectus Requirements for Mutual Funds,

• Ontario Securities Commission Policy 47-601 Advertising During the Waiting Period Between Preliminary and Final Prospectuses,

• Ontario Securities Commission Policy 5.1 Prospectuses -- General Guidelines,

• Ontario Securities Commission Policy 5.3 Mortgage and Real Estate Investment Trusts and Partnerships,

• Ontario Securities Commission Policy 5.4 "Closed-End" Income Investment Trusts and Partnerships (Other Than Mortgage and Real Estate Investment Trusts and Partnerships), and

• Ontario Securities Commission Policy 5.7 Preliminary Prospectuses -- Preparation, Filing and Frequently Occurring Deficiencies

We are also withdrawing the following notices, effective March 17, 2008:

• CSA Staff Notice 42-303 Prospectus Requirements,

• CSA Staff Notice 44-301 Frequently Asked Questions Regarding the New Prospectus Rules,

• Canadian Securities Administrators' Notice 3 Pre-Marketing Activities in the Context of Bought Deals,

• Ontario Securities Commission Staff Notice 43-701 Regarding National Instrument 43-101,

• Ontario Securities Commission Staff Notice 43-702 Review Time Frames for "Equity Line" Short Form Prospectuses,

• Ontario Securities Commission Notice 46-701 Use of "Special Warrants" in Connection with Distributions of Securities by Prospectus,

• Ontario Securities Commission Notice 47-701 Advertising and Use of Marketing Material During the Waiting Period,

• Ontario Securities Commission Notice 47-702 Contemporaneous Private Placements and Public Offerings and Media Coverage Prior to the Commencement of the Waiting Period,

• Ontario Securities Commission Notice 47-703 Media Articles Appearing During the Waiting Period,

• Ontario Securities Commission Notice 47-704 Pre-Marketing Activities in the Context of Bought Deals,

• Ontario Securities Commission Staff Notice 81-707 Labour Sponsored Investment Funds -- Summary Disclosure of Fees, Expenses and Annual Performance Information in Prospectuses of LSIFs; and the Payment of Sales and Trailing Commissions Out of Fund Assets, and

• Ontario Securities Commission Notice 20 Selective Review of Prospectuses and other Documents ("Selective Review System")

On February 15, 2008, the Minister of Finance also approved a regulation (the Regulation) revoking certain provisions of Regulation 1015 of the Revised Regulations of Ontario, 1990 made under the Securities Act in connection with the Rules and Amendments. The Regulation was filed as O. Reg. 31/08 on February 21, 2008 and is expected to be published in The Ontario Gazette on March 8, 2008. The Regulation is also published in Chapter 9 of this Bulletin. The Regulation will come into force on March 17, 2008 when the Rules and Amendments come into force.

March 7, 2008

Canadian Regulators Propose Enhancements to Registration Regime

FOR IMMEDIATE RELEASE

February 29, 2008

CANADIAN REGULATORS PROPOSE

ENHANCEMENTS TO REGISTRATION REGIME

Toronto -- The Canadian Securities Administrators (CSA) announced today they are seeking comments on a revised draft of proposed National Instrument 31-103 Registration Requirements and related documents.

When the Rule was first published in February 2007, the CSA actively sought input from stakeholders by way of extensive consultations across Canada, as well as in New York. As a result, the CSA received more than 260 comment letters. The amendments to the proposed Rule address many of the issues raised by stakeholders, and reflect responses to specific questions posed by the CSA in the 2007 proposal.

"We received a tremendous amount of detailed and thoughtful input from stakeholders following the initial publication of the proposed Rule in February 2007," said Jean St-Gelais, Chair of the CSA and President & Chief Executive Officer of the Autorité des marchés financiers (Québec). "As a result, we are proposing revisions that will further strengthen the proposed Rule and result in regulatory efficiencies for many market participants."

The proposed Rule benefits investors by requiring registration of investment fund managers, setting out higher proficiency requirements for representatives and introducing requirements for complaint handling and dispute resolution. Additionally, it includes revisions to the proposed regulatory framework governing exempt market dealers.

"We are committed to getting this rule right, not only for market participants, but, most importantly, for the benefit of investors across the country" said Mr. St-Gelais. The proposed Rule harmonizes registration requirements that currently exist in various acts, rules, regulations, notices and practices across the CSA into a single national instrument. Benefits of the proposed registration regime include the:

• harmonization of individual and firm registration categories, fit and proper requirements, conduct requirements and exemptions, creating efficiencies for regulators, the National Registration Database and industry;

• reduction in regulatory burden through adoption of a permanent registration regime and streamlined transfer procedures; and

• introduction of a business trigger for dealing activity which focuses registration on those who are more likely to present regulatory risk, and eliminating the need for certain complex exemptions.

Proposed National Instrument 31-103 Registration Requirements, the proposed Consequential Amendments and Companion Policy, the CSA Notice and Request for Comments, and a summary of comments received on the 2007 proposal are available on various CSA members' websites. The comment period is open until May 29, 2008.

The CSA, the council of the securities regulators of Canada's provinces and territories, co-ordinates and harmonizes regulation for the Canadian capital markets.

For more information:

Franklin Danny White et al.

FOR IMMEDIATE RELEASE

February 29, 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 -- Following a hearing held yesterday in the above named matter, the Commission issued an Order adjourning the matter to March 18, 2008 at 3:00 p.m. for the purpose of scheduling hearing dates for the hearing on the merits and a pre-hearing conference.

A copy of the Order dated February 28, 2008 is available at www.osc.gov.on.ca.

Swift Trade Inc. and Peter Beck

FOR IMMEDIATE RELEASE

March 4, 2008

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

SWIFT TRADE INC. AND PETER BECK

TORONTO -- The Commission issued an Order today which provides that, the hearing scheduled for March 5, 2008 is adjourned to April 16, 2008 at 10:00 a.m. to be spoken to, or such other date as may be agreed by the parties and fixed by the Secretary to the Commission.

A copy of the Order dated March 4, 2008 is available at www.osc.gov.on.ca.

Sunwide Finance Inc. et al.

FOR IMMEDIATE RELEASE

March 4, 2008

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

SUNWIDE FINANCE INC., SUN WIDE GROUP,

SUN WIDE GROUP FINANCIAL INSURERS

& UNDERWRITERS,

WI-FI FRAMEWORK CORPORATION,

BRYAN BOWLES, STEVEN JOHNSON,

FRANK R. KAPLAN, and GEORGE SUTTON

TORONTO -- Following a hearing held today, the Commission issued an Order extending the Temporary Order to July 22, 2008 in the above named matter.

This matter is set to return before the Commission on July 22, 2008 at 2:30 p.m.

A copy of the Order dated March 4, 2008 is available at www.osc.gov.on.ca.

Chapter 2 -- Decisions, Orders and Rulings

Sprott Asset Management Inc. and Sprott Global Equity Fund - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- Exemptive relief granted to a mutual fund allowing a 27-day extension of the prospectus lapse date -- Extension of lapse date granted to facilitate consolidation of mutual fund's prospectus with prospectus of other mutual funds under common management.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5 as am., s. 62(5).

February 28, 2008

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN,

MANITOBA, ONTARIO, QUEBEC, NEW BRUNSWICK,

NOVA SCOTIA AND PRINCE EDWARD ISLAND

(the Jurisdictions)

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

SPROTT ASSET MANAGEMENT INC.

(the Filer)

AND

SPROTT GLOBAL EQUITY 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 Filer on behalf of the Fund for a decision (the Decision) pursuant to the securities legislation of the Jurisdictions (the Legislation) that the time limits for the renewal of the simplified prospectus of the Fund dated March 30, 2007 be extended to those time limits that would be applicable if the lapse date of the Prospectus was April 26, 2008 (the Requested Relief).

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

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

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

Interpretation

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

Representations

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

1. The Filer is the manager of the Fund.

2. The Fund is an open-ended mutual fund trust established under the laws of Ontario.

3. Units of the fund are currently qualified for distribution in all of the provinces and territories of Canada under the simplified prospectus of the Fund dated March 30, 2007 (the Prospectus).

4. The Fund is a reporting issuer under the Legislation. The Fund is not in default of any of the requirements of the Legislation.

5. In each province of Canada except for Newfoundland and Labrador, provided a pro forma simplified prospectus is filed 30 days prior to March 30, 2008, a final version of the simplified prospectus is filed by April 9, 2008 and a receipt for the simplified prospectus is issued by the securities regulatory authorities by April 19, 2008, the units of the Fund may be distributed without interruption throughout this prospectus renewal period.

6. The Filer is also the manager of Sprott Canadian Equity Fund, Sprott Gold and Precious Minerals Fund, Sprott Energy Fund and Sprott Growth Fund (collectively, the Other Funds) offered under a different simplified prospectus, the lapse date of which is April 26, 2008.

7. In order to reduce the cost of renewing the Prospectus for the Fund and reduce on-going printing and related costs, the Filer wishes to combine the Prospectus for the Fund with the prospectus of the Other Funds.

8. If the Requested Relief was not granted, it would be necessary to renew the Prospectus twice within a short period of time in order to consolidate the Prospectus with the prospectus of the Other Funds.

9. Since March 30, 2007, the date of the Prospectus, no undisclosed material change in respect of the Fund has occurred. Accordingly, the Prospectus continues to provide accurate information regarding the Fund. The requested extension will not affect the currency or the accuracy of the information contained in the Prospectus, and accordingly, will not be prejudicial to the public interest.

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.

Independent Financial Brokers of Canada and Goodman and Company, Investment Counsel Ltd. - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- Exemption granted to mutual fund organizations from prohibition contained in subsection 5.4(1) of National Instrument 81-105 Mutual Fund Sales Practices permitting mutual fund organizations to pay a portion of the direct costs incurred by Independent Financial Brokers of Canada in organizing conferences, seminars, courses and other educational events, provided certain conditions are met.

Applicable Legislative Provisions

National Instrument 81-105 Mutual Fund Sales Practices, ss. 5.4(1), 9.1.

February 26, 2008

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ALBERTA, BRITISH COLUMBIA, MANITOBA,

NEW BRUNSWICK, NOVA SCOTIA, ONTARIO

AND QUEBEC

(the Jurisdictions)

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

INDEPENDENT FINANCIAL BROKERS OF CANADA

AND

GOODMAN AND COMPANY, INVESTMENT COUNSEL LTD.

(collectively, the Filers)

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 Filers for a decision under section 9.1 of National Instrument 81-105 Mutual Fund Sales Practices (NI 81-105) exempting the Mutual Fund Organizations (as defined herein) from the prohibition in subsection 5.4(1) of NI 81-105 to permit them to pay the direct costs (as such term is defined in NI 81-105) incurred by IFB relating to a conference, seminar, course or other educational event (collectively, the Summits) that is organized and presented by IFB (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 NI 81-105 have the same meanings in this decision unless they are otherwise defined in this decision.

"Mutual Fund Organizations" shall mean a member of the organization of a mutual fund (as defined in NI 81-105) that wishes to pay the direct costs relating to a Summit organized and presented by IFB and shall include Goodman and Company, Investment Counsel Ltd., as Filer.

"IFB" shall refer to Independent Financial Brokers of Canada, as Filer.

"GCICL" shall refer to Goodman and Company, Investment Counsel Ltd., as Filer.

Representations

1. IFB is a not-for-profit industry association for financial intermediaries and advisors who sell life insurance, mutual funds and other related financial products and services. The head office of the association is located in Mississauga, Ontario. IFB has approximately 4,000 members, who reside in the Jurisdictions. IFB serves its members primarily by providing specialized and comprehensive programs of professional development in financial services. In addition, IFB advocates policy and legislation before government regulators at all levels, collaborates with other trade and industry associations in Canada, and administers a code of ethics that its members agree to abide by.

2. Members of IFB are required to hold a license to sell life insurance or certain other financial products that are ordinarily provided by life insurance companies or must be appropriately registered to sell mutual funds or other securities or provide advice with respect to mutual funds or other securities. Approximately 70 percent of IFB members are registered to sell mutual funds and other securities in one or more of the Jurisdictions. The common activity of IFB members may be described as providing financial advice to Canadians, using life and health insurance, mutual funds and other financial products to achieve financial objectives.

3. As part of its services, IFB annually arranges and holds regional Summits for its members and non-members. These Summits are usually held in Toronto (Ontario), Calgary (Alberta), and Vancouver (British Columbia). IFB members who may be registered to trade in mutual funds in those provinces and other Jurisdictions may attend. Attendees generally earn 15 credit hours towards their annual continuing education credits through attending the Ontario Summit, 7.5 hours at the Alberta Summit and 6 hours at the British Columbia Summit. The primary purpose of the Summits is to provide educational information about financial planning, investing in securities, mutual fund industry matters, and mutual fund issues generally, and therefore complies with the requirements of paragraph 5.4(2)(a) of NI 81-105.

4. GCICL is a corporation existing under the laws of Ontario, with its head office being located in Toronto, Ontario. GCICL is the manager and principal distributor of a number of mutual funds that are qualified for distribution in each of the Jurisdictions and the other provinces and territories of Canada. Accordingly, GCICL is a member of the organization of a mutual fund family within the meaning of NI 81-105.

5. GCICL wishes to sponsor certain or all of the Summits. However, subsection 5.4(1) of NI 81-105 prohibits Mutual Fund Organizations from sponsoring the costs or expenses relating to a conference, seminar or course that is organized and presented by The Investment Funds Institute of Canada (IFIC), the Investment Dealers Association of Canada (IDA) or another trade or industry association. IFB can be considered "another trade or industry association". Subsection 5.4(2) of NI 81-105 provides an exemption to permit members of the organization of a mutual fund to sponsor conferences, seminars or courses organized and presented by IFIC, the IDA or their respective affiliates in accordance with the conditions set out therein. No other exemption is granted to trade or industry associations such as IFB.

6. GCICL proposes to sponsor the Summits in accordance with the conditions set out in subsection 5.4(2) of NI 81-105 that are applicable to a conference organized and presented by IFIC or the IDA.

7. IFB anticipates that other Mutual Fund Organizations will similarly wish to sponsor a portion of the costs of its Summits and agree to pay such costs for such Summits on similar conditions. If the Requested Relief is granted, IFB will ensure that GCICL and other Mutual Fund Organizations sponsor the Summits in accordance with the following conditions:

(a) the primary purpose of a Summit will be the provision of educational information about financial planning, investing in securities, mutual fund industry matters, and mutual fund issues generally;

(b) none of the Mutual Fund Organizations will pay in the aggregate more than ten percent of the total direct costs incurred by IFB for the organization and presentation of a Summit;

(c) the selection of a representative of a participating dealer to attend any Summit will be made exclusively by the participating dealer, uninfluenced by the Mutual Fund Organizations; and

(d) Summits will be held in Canada

(collectively, the Conditions).

Decision

Each of the Decision Makers is satisfied that the test contained in NI 81-105 that provides the Decision Makers with the jurisdiction to make the decision has been met;

The decision of the Decision Makers under NI 81-105 is that the Requested Relief is granted, provided that:

(i) the Mutual Fund Organizations and IFB comply with the Conditions;

(ii) IFB, on behalf of each Mutual Fund Organization (other than GCICL) whose mutual funds are reporting issuers in Ontario and who wishes to sponsor a Summit in reliance on this decision, file an advance written notice with the Director of the Investment Funds Branch of the Ontario Securities Commission that:

a. names the Mutual Fund Organization that intends to sponsor the Summit in reliance on this decision, and

b. confirms that the Mutual Fund Organization has agreed to sponsor the Summit in accordance with the Conditions of this decision;

(iii) this decision, as it relates to the Jurisdiction of a Decision Maker, will terminate in that Jurisdiction one year after the publication in final form of any legislation or rule of that Decision Maker which modifies the provisions of section 5.4 of NI 81-105 in a manner which makes the relief provided for in this decision unnecessary or provides similar relief on a different basis or subject to different conditions.

Trident Peformance Corp. - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- Revocation and replacement of prior decision granted under NI 81-106. -- Prior decision granted relief from the requirement that an investment fund that uses specified derivatives must calculate its NAV daily. -- Through inadvertence the Filer's final prospectus did not contain disclosure required by the prior decision. -- Prior decision replaced with decision containing alternative method for providing the required disclosure.

Applicable Ontario Statutory Provisions

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

February 22, 2008

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN,

MANITOBA, ONTARIO, QUÉBEC, NOVA SCOTIA,

NEW BRUNSWICK, 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

TRIDENT PEFORMANCE CORP.

(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 (the Application) from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) that:

1. revokes a previous decision document (the Prior Decision) granted to the Filer on January 31, 2008 (the Revocation Order); and

2. exempts the Filer from the requirement contained in section 14.2(3)(b) of National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106) to calculate the Filer's net asset value (NAV) at least once every business day (the NAV Relief, and together with the Revocation Order, 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 is a corporation established under the laws of Ontario. The Filer's manager is CI Investments Inc. (the Manager). The head office of the Manager is located in Toronto, Ontario.

The Offering

2. The Filer is making an offering (the Offering) to the public, on a best efforts basis, of Class A shares (Class A Shares), Class A share purchase warrants (Class A Warrants), Class F shares (Class F Shares) and Class F share purchase warrants (Class F Warrants) in each of the provinces of Canada.

3. The Class A Shares and Class A Warrants are expected to be listed and posted for trading on the Toronto Stock Exchange (the TSX). Conditional listing approval has been granted by the TSX to the Filer.

4. Each Class A Warrant entitles the holder to purchase one Class A Share at the subscription price of $10.25 (the Subscription Price) per Class A Share on or before 4:00 p.m. (Toronto time) on a Monthly Redemption Date (as defined below) on or before February 28, 2011 (the Expiry Time). Each Class F Warrant entitles the holder to purchase one Class F Share at the Subscription Price on or before 4:00 p.m. on a Monthly Redemption Date on or before the Expiry Time.

5. The Filer's investment objective is to provide tax efficient risk adjusted long term rates of return by obtaining exposure to an investment portfolio which may consist of equity and fixed income securities, commodities and currencies, and derivative instruments which provide exposure to any or all of the foregoing or to general or specific market indices (the Global Macroeconomic Portfolio).

6. The Global Macroeconomic Portfolio will be acquired and held by Trident Performance Trust (the Trust). The Trust is an investment trust established under the laws of Ontario by CI Investments Inc. as trustee (the Trustee).

7. The net proceeds of the Offering will be invested in a portfolio of common shares of Canadian public companies (the Common Share Portfolio). The Filer also will enter into one or more forward purchase and sale agreements (collectively, the Forward Agreement) with one or more Canadian chartered banks or affiliates thereof (collectively, the Counterparty) which will provide the Filer with exposure to the returns of the Global Macroeconomic Portfolio.

8. Under the Forward Agreement, the Counterparty will agree to pay to the Filer on or about February 28, 2018 (the Forward Date), as the purchase price for the Common Share Portfolio, an amount equal to 100% of the redemption proceeds that would be paid by the Trust to holders of a reference number of units of the Trust.

9. The Filer will partially settle the Forward Agreement prior to the Forward Date in order to fund redemptions of Class A Shares and Class F Shares (collectively, Shares) and for the payment of expenses of the Filer. Prior to the Forward Date, the Filer also may increase its exposure under the Forward Agreement from time to time when proceeds from the exercise of Class A Warrants or Class F Warrants (collectively, Warrants) are used by the Filer to purchase additional securities for the Common Share Portfolio.

10. The Counterparty has, and will have at all times, an approved credit rating under National Instrument 81-102 Mutual Funds. In the event that the Counterparty ceases to have an approved credit rating, the terms of the Forward Agreement will permit the Filer to terminate the Forward Agreement.

11. Shares will be redeemable on the last day of each month (each a Monthly Redemption Date). A holder of Shares of the Filer (a Shareholder) who properly surrenders a Share for redemption at least 20 business days prior to a Monthly Redemption Date will receive on or before the 15th business day following such Monthly Redemption Date payment of the Monthly Redemption Price per Class A Share or Monthly Redemption Price per Class F Share (as applicable and defined below) for such Share calculated by reference to the price at which Class A Shares are trading on the TSX (subject to the Filer's right to suspend redemptions in certain circumstances).

12. The Monthly Redemption Price per Class A Share is the amount, if any, equal to the lesser of:

(a) 94% of the weighted average trading price of the Class A Shares on the TSX during the 15 trading days preceding the applicable Monthly Redemption Date, and

(b) the closing market price of the Class A Shares on the principal market on which the Class A Shares are quoted for trading on the applicable Monthly Redemption Date,

less any costs associated with the redemption including, without limitation, if the Manager determines that it is not practicable or necessary for the Filer to partially settle the Forward Agreement to fund such redemption, the aggregate of all brokerage fees, commissions and other transaction costs that the Manager estimates would have resulted from such a partial settlement (Redemption Costs).

13. The Monthly Redemption Price per Class F Share is the amount, if any, equal to the product of the Monthly Redemption Price per Class A Share and a fraction (i) the numerator of which is the most recently calculated net asset value per Class F Share and (ii) the denominator of which is the most recently calculated net asset value per Class A Share.

14. Commencing in 2009, Shares also may be surrendered for redemption on December 31 in each year (a December Redemption Date). A Shareholder who properly surrenders a Share for redemption at least 20 business days prior to a December Redemption Date will receive on or before the 15th business day following such December Redemption Date payment of the Redemption Price per Class A Share or Redemption Price per Class F Share (as applicable and defined below) for such Share calculated by reference to the net asset value of the Share (subject to the Filer's right to suspend redemptions in certain circumstances).

15. The Redemption Price per Class A Share is the amount which is equal to:

(a) the net asset value per Class A Share as at the December Redemption Date, less

(b) any applicable Redemption Costs,

provided that, at the sole option of the Manager for the purposes of calculating the Redemption Price per Class A Share, the Manager may value any security in the Common Share Portfolio and, for purposes of valuing the Forward Agreement, any security to which the Filer has direct or indirect exposure by reason of the Forward Agreement, in either case which is listed or traded on a stock exchange (or if more than one, on the stock exchange where the security primarily trades, as determined by the Manager) by taking the volume weighted average trading price of the security on such exchange during the three most recent trading days of such exchange ending on and including such December Redemption Date or, lacking any sales during such period or any record thereof, the simple average of the latest available offer price and the latest available bid price (unless in the opinion of the Manager such value does not reflect the value thereof and in which case the fair market value as determined by the Manager shall be used), all as reported by any means in common use. For the purposes of calculating the Redemption Price per Class A Share, the diluted net asset value per Class A Share will be used (calculated in the manner described below) if the diluted net asset value per Class A Share is calculated on such December Redemption Date.

16. The Redemption Price per Class F Share is the amount which is equal to:

(a) the net asset value per Class F Share as at the December Redemption Date, less

(b) any costs associated with the redemption including, without limitation, if the Manager determines that it is not practicable or necessary for the Filer to partially settle the Forward Agreement to fund such redemption, the aggregate of all brokerage fees, commissions and other transaction costs that the Manager estimates would have resulted from such a partial settlement,

provided that, at the sole option of the Manager for the purposes of calculating the Redemption Price per Class F Share, the Manager may value any security in the Common Share Portfolio and, for purposes of valuing the Forward Agreement, any security to which the Filer has direct or indirect exposure by reason of the Forward Agreement, in either case which is listed or traded on a stock exchange (or if more than one, on the stock exchange where the security primarily trades, as determined by the Manager) by taking the volume weighted average trading price of the security on such exchange during the three most recent trading days of such exchange ending on and including such December Redemption Date or, lacking any sales during such period or any record thereof, the simple average of the latest available offer price and the latest available bid price (unless in the opinion of the Manager such value does not reflect the value thereof and in which case the fair market value as determined by the Manager shall be used), all as reported by any means in common use. For the purposes of calculating the Redemption Price per Class F Share, the diluted net asset value per Class F Share will be used (calculated in the manner described below) if the diluted net asset value per Class F Share is calculated on such December Redemption Date.

17. Holders of Class A Shares will have the opportunity to trade their Class A Shares on a daily basis on the TSX. Similarly, holders of Class F Shares can convert their Class F Shares into Class A Shares at no charge to the investor and will therefore have the opportunity to trade their resulting Class A Shares on a daily basis on the TSX.

NAV Calculation

18. Under clause 14.2(3)(b) of NI 81-106, an investment fund that is a reporting issuer and that uses or holds permitted derivatives, such as the Filer intends to do, must calculate its net asset value per security on a daily basis.

19. The Filer intends to calculate its NAV, net asset value per Class A Share and net asset value per Class F Share twice per month, namely on each Valuation Date. A Valuation Date is the second Friday of each month and each Monthly Redemption Date and December Redemption Date.

20. If such calculation results in a net asset value per Class A Share that is greater than $10.00 on any Valuation Date that Class A Warrants are outstanding, the Filer also will calculate a diluted net asset value per Class A Share by:

(a) adding the total number of Class A Warrants then outstanding to the total number of Class A Shares then outstanding, and

(b) adding to the net asset value attributable to the Class A Shares the product of such number of outstanding Class A Warrants and $10.00.

Similarly, if the Filer's net asset value calculation results in a net asset value per Class F Share that is greater than $10.15 on any Valuation Date that Class F Warrants are outstanding, the Filer also will calculate a diluted net asset value per Class F Share by:

(c) adding the total number of Class F Warrants then outstanding to the total number of Class F Shares then outstanding, and

(d) adding to the net asset value attributable to the Class F Shares the product of such number of outstanding Class F Warrants and $10.15.

21. The (final) prospectus of the Filer discloses that, when calculated, the diluted net asset value per Class A Share and diluted net asset value per Class F Share will be accessible to the public through the internet at www.ci.com, together with an explanation of the difference between the net asset value per Share and diluted net asset value per Share calculations.

Prior Decision

22. The Decision Makers granted to the Filer relief substantially similar to the NAV Relief in the Prior Decision.

23. It was a condition of the Prior Decision that certain disclosure be made in the final prospectus of the Filer which, through inadvertence, was not made.

24. As an alternative, the Filer will include the missing disclosure in the first interim management report of fund performance (the Interim MRFP) and the first annual management report of fund performance (the Annual MRFP) of the Filer required under NI 81-106. The Annual MRFP will be sent to each securityholder by the filing deadline set out in NI 81-106.

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 final prospectus of the Filer discloses that, when calculated, the diluted net asset value per Share, together with an explanation of the difference between the net asset value per Share and diluted net asset value per Share calculations, is accessible to the public on the internet at www.ci.com;

(b) the net asset value per Class A Share and net asset value per Class F Share are accessible to the public on the internet at www.ci.com;

(c) the Manager provides the net asset value per Class A Share and net asset value per Class F Share and, when calculated, the diluted net asset value per Class A Share and diluted net asset value per Class F Share, to the public on request;

(d) the first Interim MRFP and the Annual MRFP of the Filer under NI 81-106 discloses that the net asset value per Share and, when calculated, the diluted net asset value per Share, will be provided by the Manager to the public on request and further discloses that the net asset value per Share and, when calculated, the diluted net asset value per Share, together with an explanation of the difference between the net asset value per Share and diluted net asset value per Share calculations, is accessible to the public on the internet at www.ci.com;

(e) the Class A Shares remain listed on the TSX; and

(f) the Filer calculates its net asset value per Class A Share and net asset value per Class F Share at least twice a month.

Canadex Resources Limited - MRRS Decision

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).

February 29, 2008

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

CANADEX RESOURCES LIMITED (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 pursuant to the securities legislation of the Jurisdictions (the "Legislation") that the Filer be deemed to have ceased to be a reporting issuer in the Jurisdictions (the "Requested Relief").

Under the Mutual Reliance Review System for Exemptive Relief Applications,

(i) the Ontario Securities Commission is the principal regulator for the 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

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

1. The Filer is a corporation governed by the Business Corporations Act (Ontario) (the "OBCA") with its head office located in Brampton, Ontario.

2. The authorized capital of the Filer consists of an unlimited number of common shares (the "Common Shares"), an unlimited number of Class A preference shares (the "Preference Shares") and an unlimited number of non-voting redeemable special shares (the "Special Shares"). As at the date hereof, 5,811,005 Common Shares, 7,529,346 Preference Shares and no Special Shares of the Filer are issued and outstanding.

3. The Filer is a reporting issuer in each of the Jurisdictions.

4. On December 10, 2007, 2154742 Ontario Limited (the "Offeror"), a wholly-owned subsidiary of Student Transportation of America Ltd., made an offer to purchase (i) all of the Common Shares at a price of Cdn.$5.72 cash per Common Share; and (ii) all of the Preference Shares at a price of Cdn.$1.00 cash per Preference Share (the "Offer").

5. The Offer expired on January 17, 2008. In connection with the completion of the Offer, approximately 93.1% of the outstanding Common Shares and 100% of the outstanding Preference Shares were taken up and paid for by the Offeror.

6. On January 28, 2008, the Offeror commenced a compulsory acquisition under section 188 of the OBCA to acquire the remaining Common Shares not deposited under the Offer by mailing a notice of compulsory acquisition to the holders of such Common Shares. The compulsory acquisition was completed on February 27, 2008.

7. On February 11, 2008, the Offeror and the Filer delivered an application to the Toronto Stock Exchange to have the Common Shares voluntarily de-listed. The Common Shares were de-listed from the Toronto Stock Exchange on February 27, 2008.

8. As a result of these transactions, all of the outstanding securities of the Filer are held by the Offeror. No securities of the Filer are currently traded on a marketplace as defined in National Instrument 21-101 -- Marketplace Operation.

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

10. The Filer is applying for a decision that the Filer is not a reporting issuer in the Jurisdictions.

11. Upon the grant of the requested relief, the Filer will not be a reporting issuer or the equivalent in any jurisdiction of Canada.

12. The Filer is not in default of any of its obligations as a reporting issuer under the Legislation other than with respect to the obligation to file interim financial statements, related management's discussion and analysis and certificates under Multilateral Instrument 52-109 -- Certification of Disclosure in Issuers' Annual and Interim Filings for its second quarter ended December 31, 2007. On February 14, 2008, the last date by which the Filer was required to make such filings, the Offeror owned in excess of 90% of the Common Shares and 100% of the Preference Shares, and had delivered a notice of compulsory acquisition to shareholders of the Filer who had not deposited their Common Shares under the Offer. Consequently, the Filer has not filed such documents in respect of its second quarter ended December 31, 2007.

Decision

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

"David L. Knight"

"Suresh Thakrar"

SEI Investments Canada Company et al. - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- Plan Sponsors, CAP Members, and a named service provider exempted from the prospectus requirements in the Legislation in respect of trades in securities of mutual funds to Capital Accumulation Plans, subject to certain terms and conditions.

Statutes Cited

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

Rules Cited

National Instrument 81-102 -- Mutual Funds.

National Instrument 45-106 -- Prospectus and Registration Exemptions.

Published Documents Cited

Amendments to NI 45-106 -- Registration And Prospectus Exemption For Certain Capital Accumulation Plans, October 21, 2005 (2005), 25 OSCB 8681.

February 29, 2008

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO, QUEBEC, NEWFOUNDLAND

AND LABRADOR, YUKON AND NUNAVUT

(the Jurisdictions)

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

SEI INVESTMENTS CANADA COMPANY (the Filer),

INLAND KENWORTH AND SEI BALANCED 60/40 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 Filer on behalf of each of the Filer, the officers and employees of the Filer acting on the Filer's behalf, Inland Kenworth, as the plan sponsor of CAPs (as defined below) and any other plan sponsors of CAPs which use the administration, investment education and investment management services (collectively, the Services) of the Filer in respect of their CAPs (collectively, the Plan Sponsors), and SEI Balanced 60/40 Fund and any other mutual funds selected for the CAPs sponsored by the Plan Sponsors (collectively, the Funds) for a decision under the securities legislation of the Jurisdictions (the Legislation) for an exemption from the prospectus requirements of the Legislation in respect of the distribution of securities of the Funds to tax assisted investment or savings plans (Capital Accumulation Plans or CAPs) to which the Filer provides Services, or to a CAP Member (as defined below) as part of the CAP Member's participation in the CAP, without a prospectus (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 is a corporation governed by the laws of the Province of Nova Scotia. Its registered office is in the Province of Nova Scotia and its head office is located in Toronto, Ontario. A corporation established under the laws of Nova Scotia is required to have a registered office in Nova Scotia, but is not required to have its head office in Nova Scotia.

2. The Filer is registered as an adviser in the categories of investment counsel and portfolio manager in each of province of Canada.

3. The Filer is registered as a dealer in the category of limited market dealer in Ontario. The Filer is also registered as a commodity trading manager in Ontario.

4. The Filer is the manager and portfolio manager of a total of 29 mutual funds which are prospectus qualified (28 of which are prospectus qualified pursuant to National Instrument 81- 102 -- Mutual Funds (NI 81-102) and one of which is a commodity pool governed by National Instrument 81-104 -- Commodity Pools) and two mutual funds that are distributed under exemptions from the prospectus requirements of the Legislation. The Filer may, in the future, be the manager and portfolio manager of additional mutual funds.

5. The Filer carries on business primarily as an investment counsel and portfolio manager. In connection with this principal business, the Filer distributes securities of its mutual funds on a prospectus-exempt basis directly to accredited investors, as defined in National Instrument 45-106 -- Prospectus and Registration Exemptions (NI 45-106), who are, primarily, trusts having net assets of at least $5,000,000.

6. The Filer also carries on business as a service provider (a Service Provider) to Plan Sponsors of Capital Accumulation Plans, such as defined contribution registered pension plans, group registered retirement savings plans, group registered education savings plans or deferred profit sharing plans established by a Plan Sponsor that permit CAP members to make investment decisions among two or more investment options offered within the Capital Accumulation Plan. A Plan Sponsor may be an employer, trustee, trade union or association.

7. As a Service Provider, the Filer may provide services to Plan Sponsors with respect to the design, establishment or operation of a Capital Accumulation Plan. These services include offering an investment line-up that is appropriate for the plan member's needs, providing investment education and communication to plan participants, and providing administration and reporting as required. The Filer also may carry out responsibilities of a Plan Sponsor that are delegated to it.

8. The Filer trades the securities of mutual funds to current or former employees of an employer, or a person who belongs, or did belong to a trade union or association or,

(a) his or her spouse;

(b) a trustee, custodian or administrator who is acting on his or her behalf, or for his or her benefit, or on behalf of, or for the benefit of, his or her spouse; or

(c) his or her holding entity or a holding entity of his or her spouse,

that has assets in a CAP, including a person that is eligible to participate in a CAP (collectively, CAP Members), as a part of a CAP Member's participation in a Capital Accumulation Plan.

9. By decision document dated August 29, 2006, the Decision Makers granted a registration exemption to the Filer in accordance with the conditions specified in proposed amendments to National Instrument 45-106 Prospectus and Registration Exemptions (NI 45-106) related to CAPs which were published by the Canadian Securities Administrators on October 21, 2005 and adopted in the form of a blanket exemption in each of the provinces and territories other than the Jurisdictions (the Proposed CAP Exemption) with respect to trades in securities of mutual funds of which the Filer is or becomes the manager and portfolio manager (Proprietary Mutual Funds) and mutual funds of which the Filer is not the manager and portfolio manager (Non-Proprietary Mutual Funds).

10. The Filer distributes prospectus-qualified securities of Proprietary Mutual Funds and Non-Proprietary Mutual Funds to Capital Accumulation Plans or CAP Members. The Filer may also distribute securities of mutual funds to a CAP or a CAP Member in reliance on one or more prospectus exemptions set out in NI 45-106.

11. The Filer intends to distribute securities of Proprietary Mutual Funds and Non-Proprietary Mutual Funds without a prospectus in accordance with the Proposed CAP Exemption. Such proposal contemplates both a dealer registration exemption and a prospectus exemption.

12. As Plan Sponsors typically approach the Filer for assistance with respect to such regulatory issues, the Filer is seeking an exemption on behalf of the Filer, the officers and employees acting on the Filer's behalf, the Plan Sponsors and the Funds, as applicable, from the prospectus requirements under the Leg