Ontario Securities Commission Bulletin

Issue 31/11 - March 14, 2008

Ont. Sec. Bull. Issue 31/11

Table of Contents

Chapter 1 - Notices / News Releases

Notices

• Current Proceedings Before The Ontario Securities Commission

• Notice of Commission Approval -- Housekeeping Amendments to IDA Regulations 100.2(j) and 100.2(k)

News Releases

• Canadian Regulators Adopt Harmonized Prospectus Rule

Chapter 2 - Decisions, Orders and Rulings

Decisions

• Coastal Contacts Inc. - MRRS Decision

• Granby Industries Income Fund et al. - MRRS Decision

• Pacific Stratus International Energy Ltd. - s. 1(10)(b)

• NexGen Financial Limited Partnership et al. - MRRS Decision

• Allbanc Split Corp. and Scotia Capital Inc. - MRRS Decision

• TD Asset Management Inc. - MRRS Decision

• Total S.A. - MRRS Decision

• Brompton Funds Management Limited - MRRS Decision

• Nortel Networks Corporation and Nortel Networks Limited - MRRS Decision

Orders

• Angler Management, LP - s. 218 of the Regulation

• Schroder Fund Advisors Inc. - s. 218 of the Regulation

• Sentry Select FIDAC U.S. Mortgage Trust et al.

• Urbanfund Corp. - s. 9.1 of MI 61-101 Protection of Minority Security Holders in Special Transactions

• Wellington Global Holdings, Ltd. - ss. 3.1(1), 80 of the CFA

Chapter 4 - Cease Trading Orders

• Temporary, Permanent & Rescinding Issuer Cease Trading Orders

• Temporary, Permanent & Rescinding Management Cease Trading Orders

• Outstanding Management & Insider Cease Trading Orders

Chapter 8 - Notice of Exempt Financings

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

Chapter 11 - IPOs, New Issues and Secondary Financings

Chapter 12 - Registrations

• Registrants

Chapter 13 - SRO Notices and Disciplinary Proceedings

• IDA Swap Arrangements Involving Regulated Entities -- IDA Regulations 100.2(j) and 100.2(k)

• RS Market Integrity Notice -- Request for Comments -- Provisions Respecting the Assignment of Identifiers and Symbols

• CDS Rule Amendment Notice -- Technical Amendments to CDS Procedures Relating to Receiver General of Canada -- CUID Exemption re $50mm Trade Rule Edit

Chapter 25 - Other Information

Exemptions

• CMP 2008 II Resource Limited Partnership - OSC Rule 41-501 General Prospectus Requirements, s. 15.1

Approvals

• Burgundy Asset Management Ltd. - s. 213(3)(b) of the LTCA

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Chapter 1 -- Notices / News Releases

Current Proceedings Before The Ontario Securities Commission

MARCH 14, 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

Notice of Commission Approval -- Housekeeping Amendments to IDA Regulations 100.2(j) and 100.2(k)

THE INVESTMENT DEALERS ASSOCIATION OF CANADA (IDA)

HOUSEKEEPING AMENDMENTS TO IDA REGULATIONS 100.2(J) and 100.2(K)

NOTICE OF COMMISSION APPROVAL

The Ontario Securities Commission approved housekeeping amendments to IDA Regulations 100.2(j) and 100.2(k). In addition, the Autorité des marchés financiers approved, and the Alberta Securities Commission and the British Columbia Securities Commission did not object to the amendments. The objective of the amendments was to clarify the margin requirements for swap agreements where the counterparty is a regulated entity. The description and a copy of the amendments are contained in Chapter 13 of this Ontario Securities Commission Bulletin.

Canadian Regulators Adopt Harmonized Prospectus Rule

FOR IMMEDIATE RELEASE

March 13, 2008

CANADIAN REGULATORS ADOPT

HARMONIZED PROSPECTUS RULE

Calgary - The Canadian Securities Administrators (CSA) announced today that National Instrument 41-101 General Prospectus Requirements (NI 41-101) and related amendments will come into force on March 17, 2008.

NI 41-101 creates a comprehensive and transparent set of national prospectus requirements for all issuers including certain investment funds.

"NI 41-101 will make it easier for issuers to distribute securities across Canada by establishing one standard set of national prospectus rules," said Jean St-Gelais, Chair of the CSA and President and Chief Executive Officer of the Autorité des marchés financiers (Québec). "The new rule will maintain a high level of disclosure to investors while reducing costs for issuers wishing to offer securities in more than one jurisdiction."

The new rule is based on three general principles:

• Harmonization and consolidation of the general prospectus requirements among Canadian jurisdictions.

• Harmonization of the general prospectus requirements with the continuous disclosure and short form prospectus disclosure regimes.

• Amendments to the principles underlying the general prospectus requirements identified as a result of regulatory reviews, applications for exemptive relief, or public comment and consultation.

NI 41-101 is coming into force at the same time as Multilateral Instrument 11-102 Passport System and new national policies that streamline Canadian regulatory processes for prospectuses and exemptive relief applications.

NI 41-101 and related amendments are available on several CSA members' websites.

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:

Chapter 2 -- Decisions, Orders and Rulings

Coastal Contacts Inc. - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- Issuer Bid - Exemption from Issuer Bid Requirements - An Issuer conducting an issuer bid under a modified dutch auction procedure requires relief from the requirement to take-up and pay for securities deposited on a pro rata basis and the associated disclosure requirement - Issuer is disclosing the maximum number of shares that it will acquire under the bid and the minimum and maximum amount it will pay for shares tendered; as a result, the potential for confusion is minimal.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 95.7, 104(2)(c).

General Regulation, R.R.O. 1990, Reg. 1015, as am., s. 189 and Form 33.

February 25, 2008

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN,

MANITOBA, ONTARIO, QUEBEC,

NOVA SCOTIA, AND NEW BRUNSWICK

(the Jurisdictions)

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

COASTAL CONTACTS INC.

(the Filer)

MRRS DECISION DOCUMENT

Background

1 The local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) that, in connection with the proposed purchase by the Filer of a portion of its outstanding common shares (Shares) under an issuer bid (the Offer), the Filer be exempt from the requirements in the Legislation:

(a) to take up and pay for the Shares proportionately according to the number of securities deposited by each shareholder, and provide disclosure in the issuer bid circular dated January 18, 2008 and filed on SEDAR (the Circular) of the proportionate take up and payment (the Proportionate Take Up Requirement); and

(b) except in Ontario and Quebec, to obtain a formal valuation of the Shares and provide disclosure in the Circular of such valuation, or a summary thereof (the Valuation Requirement) (collectively, the Requested Relief).

Under the Mutual Reliance Review System for Exemptive Relief Applications

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

(b) 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 presented by the Filer:

1. the Filer is incorporated under the Canada Business Corporations Act with its head office in Vancouver, British Columbia;

2. the Filer is authorized to issue an unlimited number of Shares and an unlimited number of preferred shares without par value; as of January 17, 2008, the filer had 71,075,212 Shares and no preferred shares issued and outstanding;

3. the Shares trade on the Toronto Stock Exchange (TSX) under the trading symbol "COA";

4. the Filer is a reporting issuer in British Columbia, Alberta, Manitoba, Ontario and Quebec and, to its knowledge, is not in default of any requirement of the Legislation;

5. to the Filer's knowledge and based on publicly available information, the only Shareholders that, as of January 17, 2008, held greater than 10% of the Shares were Roger Hardy, the Corporation's Chairman, Chief Executive Officer and President, who held 9,911,569 Shares representing approximately 13.9% of the issued and outstanding Shares, and Montrusco Bolton Investments Inc., which held 9,183,000 Shares representing approximately 12.9% of the issued and outstanding Shares;

6. the Filer intends to acquire up to 7,000,000 Shares (the Specified Number of Shares) under the Offer;

7. as specified in the Circular, the Filer is conducting the Offer pursuant to a modified Dutch auction procedure (the Dutch Auction) as follows:

(a) the Filer will offer to purchase up to the Specified Number of Shares;

(b) the Filer will purchase Shares within a price range (the Price Range) of not less than $1.10 and not more than $1.25 per Share;

(c) each holder of Shares (collectively, the Shareholders) wishing to tender to the Offer will have the right either to:

(i) specify the lowest price within the Price Range at which such Shareholder is willing to sell its tendered Shares (an Auction Tender), or

(ii) not specify a price but elect to be deemed to have tendered the Shares purchased at the Purchase Price (determined according to subparagraph (d) below) (a Purchase Price Tender);

(d) the price per Share (Purchase Price) for the Shares tendered to the Offer and not withdrawn will be the lowest price that will enable the Filer to purchase up to Specified Number of Shares, and will be determined based upon the number of Shares tendered and not withdrawn under Auction Tenders or Purchase Price Tenders, with each Purchase Price Tender being considered a tender at the lowest price within the Price Range for the purpose of calculating the Purchase Price;

(e) the total dollar amount the Filer will spend under the Offer will remain variable until the Purchase Price is determined and the pro-rating is calculated in accordance with the procedures outlined on subparagraph (j) below;

(f) subject to pro ration and the exception relating to "Odd-Lot" deposits described in subparagraph (j) below, all Shares tendered at or below the Purchase Price, whether through an Auction Tender or a Purchase Price Tender, will be taken up and paid for at the Purchase Price;

(g) all Shares tendered pursuant to Auction Tenders at tender prices within the Price Range but above the Purchase Price will not be purchased by the Filer and will be returned to the tendering Shareholders;

(h) all Shares tendered by Shareholders who specify a tender price for such Shares that is outside the Price Range, or which are otherwise not properly deposited in accordance with the terms of the Offer, will be considered to have been improperly tendered, will be excluded from the determination of the Purchase Price, will not be purchased by the Filer and will be returned to the tendering Shareholders;

(i) all Shares tendered and not withdrawn by Shareholders who fail to indicate whether they have tendered their Shares under an Auction Tender or a Purchase Price Tender, or who tender their Shares under an Auction Tender but fail to specify any tender price for such tendered Shares, or who indicate that they have tendered the same Shares to both an Auction Tender and a Purchase Price Tender, will be considered to have been tendered pursuant to a Purchase Price Tender;

(j) if the number of Shares tendered at or below the Purchase Price is greater than the Specified Number of Shares, the Filer will purchase the tendered Shares on a pro rata basis, except that, to prevent "Odd Lot" deposits, the Filer will first purchase and not pro-rate the Shares properly deposited by each Shareholder who owns fewer than 100 Shares and who properly tenders all such Shares at or below the Purchase Price;

(k) if the Offer is under-subscribed by the initial expiration date but all the terms and conditions thereof have been complied with except those waived by the Filer, the Filer may extend the Offer for at least 10 days, in which case Filer will first take up and pay for all Shares tendered at that time and not withdrawn in accordance with the Legislation; and

(l) in the event of an extension of the Offer by the Filer that is followed by an over-subscription due to tenders received during the extension, the Filer will pro-rate only among the tendered Shares received during the extension (subject to the exception relating to "Odd Lot" deposits described in subparagraph (j) above);

8. prior to the expiry of the Offer, all information regarding the number of Shares tendered and the prices at which such Shares are tendered will be kept confidential by the depositary under the Offer, and the depositary will be directed by the Filer to maintain such confidentiality until the Purchase Price has been determined;

9. the Filer cannot comply with the Proportionate Take Up Requirement due to the Dutch Auction procedure and exception for "Odd-Lot" deposits described in paragraph 7 above;

10. the Filer intends to rely upon the exemptions from the Valuation Requirement in subsections 1.2(1)(b) and 3.4(3) of Ontario Securities Commission Rule 61-501 (Rule 61-501) and subsections 1.3(1)(b) and 3.4(3) of Quebec Regulation Policy Statement Q-27 (Regulation Q-27) (the Presumption of Liquid Market Exemptions);

11. in accordance with the requirements of the Presumption of Liquid Market Exemptions:

(a) there is a published market for the Shares, being the TSX;

(b) the Filer has received from a company that is qualified and independent of all interested parties to the Offer, determined in accordance with subsection 1.2(1)(b)(ii) of Rule 61-501 and subsection 1.3(1)(b)(1) of Regulation Q-27, an opinion (the Liquidity Opinion) that there was a liquid market in the Shares as at the date the Offer was publicly announced;

(c) the Liquidity Opinion states that it is reasonable to conclude that, following the completion of the Offer, there will be a market for the beneficial owners of Shares who do not tender to the Offer that is not materially less liquid than the market that existed at the time of the making of the Offer; and

(d) the Circular includes the Liquidity Opinion and the disclosure relating to the Liquidity Opinion required under subsection 1.2(1)(b)(iv) of Rule 61-501 and Section 6.2 of Regulation Q-27, together with a statement that the TSX has sent a letter to the respective Directors of the Ontario Securities Commission and the Autorité des marchés financiers indicating its concurrence with the Liquidity Opinion;

12. based on the Liquidity Opinion, the Filer has determined that it is reasonable to conclude that, following completion of the Offer, there will be a market for the beneficial owners of Shares who do not tender to the Offer that is not materially less liquid than the market that exists at the time the Offer was made; and

13. the Circular:

(a) discloses the mechanics for the take-up of and payment for, or the return of, Shares as described in paragraph 7 above;

(b) explains that, by tendering Shares at the lowest price in the Price Range or under a Purchase Price Tender, a Shareholder can reasonably expect that the Shares so tendered will be purchased at the Purchase Price, subject to pro ration as described in paragraph 7 above;

(c) describes the background to the Offer;

(d) describes the review and approval process adopted by the board of directors of the Filer in relation to the Offer, including any materially contrary view or abstention by a director;

(e) discloses the fact that the Filer has applied for an exemption from the Proportionate Take Up Requirement and the Valuation Requirement in connection with the Offer;

(f) discloses the facts supporting the Filer's reliance on the Presumption of Liquid Market Exemptions; and

(g) except to the extent exemptive relief is granted by this decision, contains the disclosure prescribed by the Legislation for issuer bids.

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.

The decision of the Decision Makers under the Legislation is that the Requested Relief is granted provided that:

(a) Shares deposited under the Offer and not withdrawn are taken up and paid for, or returned to Shareholders, in the manner described in paragraph 7 above; and

(b) for the Valuation Requirement, the Filer can rely on the Presumption of Liquid Market Exemptions.

Granby Industries Income Fund et al. - MRRS Decision

Headnote

Mutual Reliance Review System -- Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions -- take-over bid and subsequent business combination -- MI 61-101 requires sending of information circular and holding of meeting in connection with second step business combination -- second step business combination to be subject to minority approval, calculated in accordance with section 8.2 of MI 61-101 -- relief granted from requirement that information circular be sent and meeting be held, provided that minority approval is obtained by written resolution.

Applicable Legislative Provisions

Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions.

February 27, 2008

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO AND QUEBEC

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF THE

PROPOSED TAKE-OVER BID FOR

GRANBY INDUSTRIES INCOME FUND BY

CLARKE ACQUISITION CORPORATION,

A WHOLLY-OWNED SUBSIDIARY OF CLARKE INC.

MRRS DECISION DOCUMENT

Background

The local securities regulatory authority or regulator (the "Decision Maker") in each of Ontario and Quebec (the "Jurisdictions") has received an application from Clarke Acquisition Corporation (the "Acquiror"), a wholly-owned subsidiary of Clarke Inc. ("Clarke" and together with the Acquiror, unless the context otherwise requires, the "Applicant"), in connection with a take-over bid (the "Bid") for Granby Industries Income Fund ("Granby"), for a decision pursuant to the securities legislation of the Jurisdictions (the "Legislation") that:

the requirements of the Legislation that:

(a) a Compulsory Acquisition or Subsequent Acquisition Transaction (each as defined below) be approved at a meeting of the unitholders of Granby ("Unitholders"); and

(b) an information circular be sent to Unitholders in connection with a Compulsory Acquisition or Subsequent Acquisition Transaction;

be waived (collectively, the "Requested Relief").

Under the Mutual Reliance Review System for Exemptive Relief Applications:

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

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

Interpretation

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

Representations

This decision is based on the following representations by the Applicant:

1. The Acquiror is a corporation incorporated under the Canada Business Corporations Act ("CBCA") as "6658156 Canada Inc.". On November 28, 2006, the Acquiror amended its articles to change its name to Clarke Atlantic Partners Inc. and on November 26, 2007, the Acquiror amended its articles to change its name to Clarke Acquisition Corporation, and is a wholly owned subsidiary of Clarke. The Acquiror's principal offices are located at 6009 Quinpool Road, 9th Floor, Halifax, Nova Scotia, B3K 5J7.

2. Clarke is a publicly traded investment holding company incorporated under the CBCA on December 9, 1997. Clarke has interests in freight transportation services, international shipping, and real estate and information technology services. Clarke's principal offices are located at 9th Floor, 6009 Quinpool Road, Halifax, Nova Scotia, B3K 5J7.

3. Granby is a trust established under the laws of the Province of Ontario pursuant to an amended and restated declaration of trust dated as of December 7, 2004 (the "Declaration of Trust"). Granby's head office is located at 6 -- 2679 Bristol Circle, Oakville, Ontario, L6H 6Z8. Granby also has operations at 1020 André Liné Street, Granby, Québec, J2J 1J9 and 84 Irwin Street, Granby, Québec, J2J 2P1.

4. Granby, indirectly through GI Operating Trust (the "Operating Trust"), holds a 90% interest in each of Granby Industries Limited Partnership ("Granby LP") and Granby Industries Inc. ("Granby GP"), the general partner of Granby LP. The Operating Trust is a trust established under the laws of the Province of Ontario. Granby holds all of the outstanding interests in the Operating Trust, and also holds Series 1 Notes of the Operating Trust in the aggregate principal amount of $59,005,150.

5. Granby LP is a limited partnership established under the laws of the Province of Manitoba pursuant to an amended and restated limited partnership agreement dated as of December 16, 2004. Granby GP is a corporation incorporated under the CBCA pursuant to articles of incorporation dated October 19, 2004.

6. Granby is a manufacturer of high quality tanks for the residential and light commercial storage of heating oil and other petroleum based products, primarily for the replacement storage tank market, and is also a leading manufacturer of coated copper tubing.

7. The authorized capital of Granby consists of an unlimited number of trust units ("Units"). The Units are listed and posted for trading on the TSX under the symbol "GBY.UN". Based on information provided by Granby, as at December 20, 2007, there were 7,375,644 Units issued and outstanding.

8. Granby is a reporting issuer or the equivalent in all of the provinces and territories of Canada and files continuous disclosure documents with the Canadian securities authorities. Such documents are available at www.sedar.com.

9. An offer to purchase and take-over bid circular of the Applicant dated January 9, 2008 together with a trustees' circular of the Granby trustees recommending that holders of Units accept the Bid was mailed to holders of Units on January 11, 2008.

10. Clarke and Granby entered into a support agreement (the "Support Agreement") dated December 21, 2007 pursuant to which Clarke agreed to make the Bid and Granby agreed to support the Bid, all on the terms and conditions of the Support Agreement.

11. Clarke and Granby Trust, an affiliate of TorQuest Partners Inc., (the "Locked-Up Unitholder") entered into a lock-up agreement (the "Lock-Up Agreement") dated December 21, 2007 pursuant to which the Locked-Up Unitholder agreed to sell its Class B limited partnership units ("Class B LP Units") in the capital of Granby LP and all of its shares ("GP Shares") in the capital of Granby GP to the Applicant for a cash purchase price equal to $0.1275 for each Class B LP Unit and associated GP Share, all on the terms and conditions of the Lock-Up Agreement.

12. The Bid includes the following terms and conditions:

(a) the Acquiror has offered to acquire all of the issued and outstanding Units at a price of $0.17 in cash per Unit;

(b) the Bid is open for acceptance until 5:00 p.m. (Toronto time) on February 18, 2008, unless withdrawn or extended (the "Expiry Time");

(c) there shall have been validly deposited under the Bid and not withdrawn at the Expiry Time that number of Units which, together with any Units directly or indirectly owned by the Applicant, constitutes at least 66 2/3% of the issued and outstanding Units at the Expiry Time; and

(d) if the Acquiror takes up and pays for Units deposited under the Bid, the Acquiror currently intends to carry out a Compulsory Acquisition (as defined below) or a Subsequent Acquisition Transaction to acquire all of the Units not deposited under the Bid, as more particularly described below.

13. Section 13.6 of the Declaration of Trust currently permits an offeror to acquire the Units not tendered to an offer if, within 120 days after the date the offer is made, the offer is accepted by the Unitholders of not less than 90% of the outstanding Units (on a fully diluted basis) other than Units held by or on behalf of, the Applicant, an affiliate or an associate of the Applicant on the date of the offer (a "Compulsory Acquisition").

14. If the Acquiror takes up and pays for the Units deposited pursuant to the Bid, the Acquiror may proceed with a Compulsory Acquisition of the Units not deposited to the Bid as permitted under the Declaration of Trust.

15. If a Compulsory Acquisition as permitted under the Declaration of Trust is not available to the Acquiror or if the Acquiror elects not to proceed under those provisions, the Acquiror currently intends to:

(a) amend Section 13.6 of the Declaration of Trust to provide that a Compulsory Acquisition may be effected immediately if the Acquiror and its affiliates, after take-up and payment of Units deposited under the Bid, hold more than 66 2/3% of the outstanding Units (on a fully diluted basis) (the "Threshold Amendment"); and/or

(b) amend the Declaration of Trust to change the rights, privileges, restrictions and conditions attaching to the Units (other than Units held by the Acquiror) and re-designate the Units as special units ("Special Units") such that, at the time (the "Transfer Time") of delivery by Granby of a transfer notice to Granby's transfer agent and immediately following any issuance of Special Units after the Transfer Time, each holder of Special Units shall transfer, and shall be deemed to have transferred to the Acquiror all of such holder's right, title and interest in and to its Special Units and at and after the Transfer Time, each holder of Special Units shall cease to be a holder of such Special Units and shall not be entitled to exercise any of the rights of a holder of Special Units other than the right to receive $0.17 in cash per Special Unit (such amendments to the Declaration of Trust and transfer of Special Units as a result thereof, a "Capital Reorganization").

16. Following such amendments to the Declaration of Trust, it is the current intention of the Acquiror to avail itself of the Compulsory Acquisition, as amended by the Threshold Amendment, or the Capital Reorganization, as the case may be, to acquire the Units not deposited under the Bid (each of the Compulsory Acquisition, as amended by the Threshold Amount, and the Capital Reorganization, as applicable, is referred to herein as a "Subsequent Acquisition Transaction"). If the Acquiror elects to proceed with a Subsequent Acquisition Transaction, the consideration payable to acquire the remainder of the units will be the identical consideration per Unit payable by the Acquiror under the Bid.

17. To exercise its rights in respect of a Subsequent Acquisition Transaction under Section 13.6 of the Declaration of Trust, the Acquiror must give notice (the "Offeror's Notice") to each holder of Units who did not accept the Bid (in each case a "Dissenting Unitholder") of such proposed acquisition by registered mail within 60 days after the date of termination of the Bid and in any event within 180 days after the date of the Bid. In accordance with the Declaration of Trust, within 21 days after it receives the Offeror's Notice, each Dissenting Unitholder must send its Units to Granby.

18. In connection with a Subsequent Acquisition Transaction, the Acquiror currently intends to amend the provisions of Section 13.6 of the Declaration of Trust to provide that Units held by non-tendering Unitholders will be deemed to have been transferred to the Acquiror immediately on the giving of the Offeror's Notice and that such non-tendering Unitholders will cease to have any rights as Unitholders from and after that time, other than the right to be paid the same consideration that the Acquiror would have paid to the non-tendering Unitholders if they had tendered such Units to the Bid (the "Notice Amendment").

19. In order to effect a Subsequent Acquisition Transaction in accordance with the foregoing, rather than seeking Unitholder approval at a special meeting of the Unitholders to be called for such purpose, the Acquiror intends to rely on Section 11.10 of the Declaration of Trust, which provides that a special resolution in writing executed by Unitholders holding more than 66 2/3% of the outstanding votes at any time shall be as valid and binding for all purposes of the Declaration of Trust as if such Unitholders had exercised at that time all of their voting rights in favour of such resolution at a meeting of Unitholders duly called for that purpose.

20. To effect a Compulsory Acquisition or Subsequent Acquisition Transaction, the Applicant will comply with the provisions of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101") (as modified by the decision document) and, specifically, will obtain minority approval, as that term is defined in the legislation, calculated in accordance with the terms of Section 8.2 of MI 61-101 (the "Minority Approval"), albeit not at a meeting of Unitholders, but by written resolution.

21. The Circular provided to Unitholders in connection with the Bid contains all disclosure required by applicable securities laws, including without limitation the take-over bid provisions and form requirements of the Legislation in the Jurisdictions and provisions of MI 61-101 relating to the disclosure required to be included in information circulars distributed in respect of business combinations.

Decision

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

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

Pacific Stratus International Energy Ltd. - 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).

March 5, 2008

Attention: Robert Eberschlag

Dear Sirs:

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

As the Applicant has represented to the Decision Makers that:

(a) 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;

(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 relief to not be 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,

each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the decision has been met and orders that the Applicant is not a reporting issuer.

NexGen Financial Limited Partnership et al. - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- Relief granted from multi-layering prohibition to permit mutual funds to invest in securities of a multi-tiered fund that invests more than 10% of the market value of its net assets in another underlying fund -- underlying fund used for tax efficient cash management purposes -- underlying fund has identical investment objective as a related money market fund and uses derivatives to obtain the returns of the related money market fund -- National Instrument 81-102 Mutual Funds, s.2.5(2)(b).

Applicable Legislative Provisions

National Instrument 81-102 Mutual Funds, ss. 2.5, 2.5(2)(b), 19.1.

March 6, 2008

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

BRITISH COLUMBIA, ALBERTA, ONTARIO

AND QUEBEC

(the Jurisdictions)

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

NEXGEN FINANCIAL LIMITED PARTNERSHIP

(NexGen)

AND

IN THE MATTER OF

NEXGEN CANADIAN GROWTH AND

INCOME REGISTERED FUND

NEXGEN CANADIAN BALANCED

GROWTH REGISTERED FUND

NEXGEN CANADIAN DIVIDEND AND

INCOME REGISTERED FUND

NEXGEN CANADIAN LARGE CAP

REGISTERED FUND

NEXGEN CANADIAN GROWTH

REGISTERED FUND

NEXGEN GLOBAL VALUE

REGISTERED FUND

NEXGEN NORTH AMERICAN DIVIDEND AND

INCOME REGISTERED FUND

NEXGEN NORTH AMERICAN LARGE CAP

REGISTERED FUND

NEXGEN NORTH AMERICAN VALUE

REGISTERED FUND

NEXGEN NORTH AMERICAN GROWTH

REGISTERED FUND

NEXGEN NORTH AMERICAN SMALL / MID CAP

REGISTERED FUND

NEXGEN AMERICAN GROWTH REGISTERED FUND

(collectively, the Existing Registered Funds)

MRRS DECISION DOCUMENT

Background

The local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions has received an application from NexGen for a decision under the securities legislation of the Jurisdictions (the Legislation) that exempts the Existing Registered Funds and any other future fund established by NexGen that has the same investment structure as an Existing Registered Fund and is a party to a Fund on Fund Arrangement (as defined below) (Future Registered Funds, and together with the Existing Registered Funds, the Registered Funds) from the requirements of paragraph 2.5(2)(b) of National Instrument 81-102 -- Mutual Funds (NI 81-102) that prohibits a mutual fund from investing in another mutual fund if the other mutual fund holds more than 10% of the market value of its net assets in securities of other mutual funds (the Requested Relief).

Under the Mutual Reliance Review System for Exemptive Relief Applications:

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

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

Interpretation

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

"Tax Managed Funds" means all existing and future funds with a multiple tax class structure within NexGen Investment Corporation that have issued, or will issue, shares of its Inter-Fund Class to a corresponding Registered Fund pursuant to the Fund on Fund Arrangement described in paragraph 4 of this decision.

Representations

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

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

2. NexGen is or will be the manager of the Registered Funds, the Tax Managed Funds, the NexGen Canadian Cash Tax Managed Fund (the Cash Tax Managed Fund) and the NexGen Canadian Cash Registered Fund (the Cash Registered Fund) (collectively, the Funds). Securities of the existing Funds are qualified for sale in the Jurisdictions pursuant to two separate simplified prospectuses and annual information forms dated May 9, 2007 and March 6, 2007. None of the existing Funds is in default of any requirements of the Legislation.

3. Each of the Registered Funds offers, or will offer, units of various separate series (each, a Series). The Tax Managed Funds offer, or will offer, four publicly offered tax classes, being the: (i) Capital Gains Class; (ii) Return of Capital Class; (iii) Dividend Tax Credit Class; and (iv) Compound Growth Class (collectively, the Public Classes) and a single non-publicly offered class, being the Inter-Fund Class. Each of the Tax Managed Funds offers, or will offer, shares of each Series of each of the Public Classes.

The Fund on Fund Relief

4. Each of the Registered Funds invests substantially all of its portfolio assets in a combination of non-publicly offered limited recourse debt and securities of the Inter-Fund Class of the corresponding Tax Managed Fund which has a similar investment objective as that of the applicable Registered Fund (the Fund on Fund Arrangement).

5. Each Tax Managed Fund is, or will be, party to a Fund on Fund Arrangement. Currently, each Tax Managed Fund may invest its cash from time to time in securities of the Cash Tax Managed Fund up to a limit of 10% of the market value of the net assets of such Fund at the time of purchase. The Cash Tax Managed Fund is not classified as a money market fund under NI 81-102.

6. The Cash Tax Managed Fund has recently entered into a derivative transaction (as described in paragraph 7 below) in accordance with NI 81-102 to provide it with an investment return similar to that of the Cash Registered Fund. The investment returns of the Cash Tax Managed Fund and the Cash Registered Fund differ primarily due to the cost of the derivative. The Cash Registered Fund is classified as a money market fund under NI 81-102.

7. Recently, approximately 80% of the net assets of the Cash Tax Managed Fund assets were converted into equity securities pursuant to a derivative contract used to provide the Cash Tax Managed Fund with the returns of the Cash Registered Fund in exchange for the returns on the equity securities. The remaining approximately 20% of the net assets of the Cash Tax Managed Fund are invested in a combination of the short term money market instruments set out in section (a) of the definition of "money market fund" in NI 81-102 (Eligible Money Market Investments). The portion of the portfolio of the Cash Tax Managed Fund that is invested in Eligible Money Market Investments has a dollar-weighted average term to maturity not exceeding 90 days (calculated on the basis that the term of a floating rate obligation is the period remaining to the date of the next rate setting).

8. The Cash Tax Managed Fund has a similar investment objective as the Cash Registered Fund, namely, the pursuit of income while preserving capital primarily through investment in short term Canadian fixed income securities (with maturity dates of less than one year). In addition, the Cash Tax Managed Fund and the Cash Registered Fund have the same portfolio manager and sub-advisor.

9. The only difference between the investment objectives of the Cash Managed Fund and the Cash Registered Fund is that the Cash Tax Managed Fund is permitted to pursue its investment objective indirectly through the use of derivatives. Such derivative use was desired to optimize the tax efficiency of the Cash Tax Managed Fund, by ensuring capital gains treatment (rather than income treatment) in respect of earnings from the derivative contract.

10. At all times, the net assets of the Cash Tax Managed Fund will be invested in a combination of Eligible Money Market Investments and equity securities which are the subject of a derivative used to provide the Cash Tax Managed Fund with the investment returns of the Cash Registered Fund. At all times, the portion of the portfolio of the Cash Tax Managed Fund that is invested in Eligible Money Market Investments will have a dollar-weighted average term to maturity not exceeding 90 days (calculated on the basis that the term of a floating rate obligation is the period remaining to the date of the next rate setting). The Cash Registered Fund and Cash Tax Managed Fund represent "mirror funds" because of their similarities in investment objectives, strategy, portfolio manager and fee structure.

11. Through its derivative, the Cash Tax Managed Fund has converted otherwise non-eligible investments consisting of short term securities into an eligible investment for capital tax purposes and thus has reduced the capital tax otherwise payable, which is of benefit to its shareholders.

12. Several of the Tax Managed Funds have significant short term securities (including short term treasury bills) within their portfolios because the portfolio managers of such Funds have adopted defensive investment measures due to prevailing market conditions. Instead of holding such short term securities in their portfolios, the Tax Managed Funds wish to invest more than 10% of their net assets in the Cash Tax Managed Fund from time to time.

13. If the Tax Managed Funds were able to invest their surplus cash in shares of the Cash Tax Managed Fund without restriction, it would allow NexGen to reduce highly taxed interest income and increase the amount of capital gains available to each Tax Managed Fund in periods when the fund expenses in each Tax Managed Fund are not sufficient to offset highly taxed investment income. All investors in the Tax Managed Funds are taxable and benefit from a substitution of capital gains for interest income on an after tax basis, subject to the cost of such transactions relative to the computed tax benefit. In addition, NexGen would also be able to totally eliminate the capital tax payable by these Funds. The capital tax will be eliminated as the Cash Tax Managed Fund and the derivatives it utilizes are eligible investments for purposes of reducing capital tax payable. These tax savings and investment flexibility are of benefit to the securityholders of each of the Tax Managed Funds that invests its cash in the Cash Tax Managed Fund.

14. The simplified prospectus of the Tax Managed Funds will disclose that the Tax Managed Funds have the ability to invest their cash in the Cash Tax Managed Fund.

15. A Tax Managed Fund's investment in shares of the Cash Tax Managed Fund will represent the business judgment of responsible persons uninfluenced by considerations other than the best interests of the applicable Tax Managed Fund.

16. The Funds' Independent Review Committee has provided a recommendation that the proposed investments by the Tax Managed Funds in the Cash Tax Managed Fund achieve a fair and reasonable result for the applicable Funds.

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 the Registered Funds, in connection with their proposed investments in securities of the Tax Managed Funds, make such investments in compliance with each provision of section 2.5 of NI 81-102, except for paragraph 2.5(2)(b).

Allbanc Split Corp. and Scotia Capital Inc. - MRRS Decision

Headnote

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

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

Applicable Legislative Provisions

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

March 7, 2008

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO, BRITISH COLUMBIA, ALBERTA,

SASKATCHEWAN, NEWFOUNDLAND AND

LABRADOR, NOVA SCOTIA AND

NEW BRUNSWICK

(the "Jurisdictions")

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

ALLBANC SPLIT CORP.

AND

IN THE MATTER OF

SCOTIA CAPITAL INC.

MRRS DECISION DOCUMENT

Background

The local securities regulatory authority or regulator (the "Decision Maker") in each of the Jurisdictions has received an application from the Filers for decisions under the securities legislation (the "Legislation") of the Jurisdictions that the following requirements contained in the applicable Legislation shall not apply to Allbanc Split Corp. (the "Filer") or Scotia Capital Inc. ("Scotia Capital") in connection with the public offering (the "Offering") of class B preferred shares (the "Class B Preferred Shares") of the Filer:

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

(b) The restrictions contained in the Legislation prohibiting the Filer from making investments in the common shares of the banks included in the portfolio, which banks are or may be substantial security holders of Scotia Capital and the other agents expected to be appointed by the Filer (the "Related Agent") to be distribution companies of the Filer (the "Investment Restrictions"), shall not apply to the Filer in connection with the Offering.

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 the are defined in this decision.

Representations

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

The Filer

1. The Filer was incorporated under the Business Corporations Act (Ontario) on December 17, 1997 and became a reporting issuer under the OSA by filing a final prospectus dated February 17, 1998 relating to an initial public offering of capital shares (the "Capital Shares") and preferred shares (the "Preferred Shares") completed on February 25, 1998.

2. The authorized capital of the Filer consists of an unlimited number of Capital Shares, an unlimited number of Preferred Shares, an unlimited number of class A capital shares (the "Class A Capital Shares"), an unlimited number of class A preferred shares (the "Class A Preferred Shares"), an unlimited number of class A shares (the "Class A Shares"), an unlimited number of class S shares and an unlimited number of Class B Preferred Shares.

3. On January 14, 2003, the holders of Capital Shares approved a share capital reorganization which permitted holders of Capital Shares, at their option, to retain their investment in the Filer after the scheduled redemption date of March 10, 2003, by converting their Capital Shares into Class A Capital Shares. On January 17, 2003, the holders of 897,444 Capital Shares converted such Capital Shares on a one-for-one basis into 897,444 Class A Capital Shares. All of the issued and outstanding Capital Shares and Preferred Shares were redeemed by the Filer on March 10, 2003.

4. On January 25, 2008, the holders of Class A Capital Shares of the Filer approved a share capital reorganization (the "Reorganization") which permits holders of Class A Capital Shares, at their option, to retain their investment in the Filer after the originally scheduled redemption date of March 10, 2008. In order for the Reorganization to proceed, holders of at least 180,000 Class A Capital Shares must retain their Class A Capital Shares pursuant to the Reorganization right (the "Special Retraction Right"). All of the Class A Preferred Shares and those Class A Capital Shares for which holders have exercised their Special Retraction Right, will be redeemed on March 10, 2008. Should the Reorganization not proceed, all of the Class A Capital Shares and all of the Class A Preferred Shares will be redeemed on March 10, 2008.

5. The Class B Preferred Shares are being offered in order to maintain the leveraged "split share" structure of the Filer and will be issued on March 10, 2008 (the "Offering") such that there will be an equal number of Class A Capital Shares and Class B Preferred Shares outstanding on and after the expected closing date of March 10, 2008.

6. The Filer will make the Offering to the public pursuant to a final prospectus (the "Final Prospectus") in respect of which the Preliminary Prospectus has already been filed.

7. The Class A Capital Shares will continue to be listed and posted for trading on The Toronto Stock Exchange (the "TSX") and it is expected that the Class B Preferred Shares will be listed and posted for trading on the TSX. An application requesting conditional listing approval has been made by the Filer to the TSX.

8. The Class A Shares are the only voting shares in the capital of the Filer. There are currently, and will be at the time of filing the Final Prospectus relating to the Offering, 100 Class A Shares issued and outstanding. Allbanc Split Holdings Corp. and Scotia Capital each own 50% of the issued and outstanding Class A Shares of the Filer.

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

10. The Filer has a board of directors (the "Board of Directors") which currently consists of six directors, three of which are independent directors who are not employees of Scotia Capital. Also, the offices of President/Chief Executive Officer and Chief Financial Officer/Secretary of the Filer are held by employees of Scotia Capital.

11. The Filer is a passive investment company whose principal investment objective is to invest in a portfolio (the "Portfolio") of common shares (the "Portfolio Shares") of Bank of Montreal, Canadian Imperial Bank of Commerce, Royal Bank of Canada, The Bank of Nova Scotia and The Toronto-Dominion Bank (collectively, the "Banks") in order to generate fixed cumulative preferential distributions for holders of the Filer's Class B Preferred Shares, and to allow the holders of the Filer's Class A Capital Shares to participate in the capital appreciation of the Portfolio Shares after payment of administrative and operating expenses of the Filer. It will be the policy of the Board of Directors of the Filer to pay dividends on the Class A Capital Shares in an amount equal to the dividends received by the Filer on the Portfolio Shares minus the distributions payable on the Class B Preferred Shares and all administrative and operating expenses of the Filer.

12. Class B Preferred Share distributions will be funded from the dividends received on the Portfolio Shares and, if necessary, the revolving credit facility. If necessary, any shortfall in the distributions on the Class B Preferred Shares will be funded by proceeds from the sale of or, if determined appropriate by the Board of Directors, premiums earned from writing covered call options on, Portfolio Shares.

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

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

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

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

(a) to complete the one-time rebalancing of the Portfolio as described in the Preliminary Prospectus;

(b) to fund retractions or redemptions of Class A Capital Shares and Class B Preferred Shares;

(c) following receipt of stock dividends on the Portfolio Shares;

(d) if necessary, to fund any shortfall in the distribution on Class B Preferred Shares; and

(e) to meet obligations of the Filer in respect of liabilities including extraordinary liabilities.

17. The Portfolio Shares are listed and traded on the TSX.

18. The Filer is not, and will not upon the completion of the Offering be, an insider of the Banks within the meaning of the Legislation.

The Offerings

19. The net proceeds of the Offering (after deducting the agents' fees and expenses of the issue), depending upon the number and value of Class A Capital Shares redeemed pursuant to the Special Retraction Right, will be used by the Filer either: (i) to fund the redemption of all of the issued and outstanding Class A Preferred Shares of the Filer on March 10, 2008 as well as those Class A Capital Shares being redeemed pursuant to the Special Retraction Right (together, with the net proceeds from the sale of a portion of the portfolio, if necessary); or (ii) to purchase additional Portfolio Shares to the extent that the net proceeds of the Offering exceed the funding requirements associated with the redemption of all of the issued and outstanding Class A Preferred Shares of the Filer on March 10, 2008 as well as those Class A Capital Shares being redeemed pursuant to the Special Retraction Right.

20. The Final Prospectus will disclose selected financial information and dividend and trading history of the Portfolio Shares.

21. As discussed above, application will be made to list the Class B Preferred Shares on the TSX and all of the Class A Capital Shares and Class B Preferred Shares outstanding on a date approximately five years from the closing of the Offering will be redeemed by the Filer on such date.

Scotia Capital

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

23. Pursuant to an agreement (the "Agency Agreement") to be made between the Filer and Scotia Capital and other agents expected to be appointed by the Company (the "Agents"), the Filer will appoint the Agents, as its agents, to offer the Class B Preferred Shares of the Filer on a best efforts basis and the Final Prospectus qualifying the Offering will contain a certificate signed by the Agents, in accordance with the Legislation.

24. Pursuant to an administration agreement (the "Administration Agreement") to be entered into between BNS and the Filer, the Filer will retain BNS to administer the ongoing operations of the Filer and will pay BNS a monthly fee of 1/12 of 0.25% of the market value of the Portfolio Shares held by the Filer.

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

(a) agency fees with respect to the Offering;

(b) commissions in respect of the disposition of Portfolio Shares to fund a redemption, retraction or purchase for cancellation of the Class A Capital Shares and Class B Preferred Shares;

(c) interest and reimbursement of expenses, in connection with any acquisition of Portfolio Shares; and

(d) amounts in connection with Principal Purchases (as described below).

The Principal Trades

26. Through Scotia Capital, the Filer may purchase Portfolio Shares in the market on commercial terms or from non-related parties with whom Scotia Capital and the Filer deal at arm's length. Subject to regulatory approval, certain of such Portfolio Shares may also be purchased from Scotia Capital, as principal (the "Principal Sales").

27. Scotia Capital may receive commissions not exceeding normal market rates in respect of its purchase of Portfolio Shares, as agent on behalf of the Filer, and the Filer will pay any carrying costs or other expenses incurred by Scotia Capital, on behalf of the Filer, in connection with its purchase of Portfolio Shares, as agent on behalf of the Filer. In respect of any Principal Sales made to the Filer by Scotia Capital as principal, Scotia Capital may realize a financial benefit to the extent that the proceeds received from the Filer exceed the aggregate cost to Scotia Capital of such Portfolio Shares. Similarly, the proceeds received from the Filer may be less than the aggregate cost to Scotia Capital of the Portfolio Shares and Scotia Capital may realize a financial loss.

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

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

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

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

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

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

Decision

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

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

TD Asset Management Inc. - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- relief granted from the investment prohibition in subsection 4.1(1) of NI 81-102 to permit purchases of equity securities under private placements where the issuer is a reporting issuer in one or more jurisdictions -- relief conditional on funds complying with conditions under s. 4.1(4)(a), (c)(ii), and (d) which include approval by the funds' independent review committee.

Applicable Legislative Provisions

National Instrument 81-102 -- Mutual Funds, ss. 4.1(1), 19.1.

National Instrument 81-107 -- Independent Review Committees for Investment Funds, s. 5.2.

March 5, 2008

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN,

MANITOBA, ONTARIO, QUEBEC, NEW BRUNSWICK,

NOVA SCOTIA, PRINCE EDWARD ISLAND,

NEWFOUNDLAND AND LABRADOR, AND THE

NORTHWEST TERRITORIES, NUNAVUT

AND THE YUKON

(the "Jurisdictions")

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

(the "MRRS")

AND

IN THE MATTER OF

TD ASSET MANAGEMENT INC.

(the "Applicant")

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 Applicant (or "Dealer Manager") on behalf of the mutual funds listed in Appendix "A" hereto for which the Applicant currently acts as manager or portfolio adviser or both (the "Existing Funds") and any other mutual fund subject to National Instrument 81-102 - Mutual Funds ("NI 81-102") which may be created in the future for which the Applicant or an affiliate thereof will act as manager or portfolio adviser or both (the "Future Funds", and together with the Existing Funds, the "Funds" or "Dealer Managed Funds"), for a decision under section 19.1 of NI 81-102 (the "Legislation") for:

• an exemption from subsection 4.1(1) of NI 81-102 to enable the Dealer Managed Funds to purchase equity securities (the "Securities") of a reporting issuer during the period of distribution (the "Distribution") of the issuer's Securities pursuant to a private placement offering (a "Private Placement") and for the 60-day period (the "60-Day Period") following completion of the Distribution (the Distribution and the 60-Day Period together, the "Prohibition Period"), notwithstanding that the Dealer Manager or the associates or affiliates thereof act or have acted as underwriter in connection with the Distribution (each a "Relevant Offering"), such relief referred to as 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 the Securities Act (Ontario) or National Instrument 14-101 - Definitions have the same meanings in this decision (the "Decision") unless they are defined in this Decision.

Representations

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

1. Each of the Dealer Managed Funds is or will be an open-ended mutual fund trust or corporation established under the laws of the Province of Ontario. The securities of each of the Dealer Managed Funds are or will be qualified for distribution in the Jurisdictions pursuant to simplified prospectuses and annual information forms that have been prepared and filed in accordance with the securities legislation of the Jurisdictions.

2. The Applicant is or will be the manager or the portfolio adviser or both of the Dealer Managed Funds. The Applicant and/or certain of its affiliates currently are, and will be in the future, "dealer managers" with respect to the Funds, and each Fund is or will be a "dealer managed fund", as such terms are defined in section 1.1 of NI 81-102.

3. The Applicant is a corporation incorporated under the laws of Ontario and holds a registration in the categories of "investment counsel" and "portfolio manager" in Ontario. It also holds a registration in the categories of "investment counsel" and "portfolio manager" or the equivalent in each of the other Jurisdictions. The head office of the Applicant is located in Toronto, Ontario.

4. In addition, affiliates of the Applicant, who are registered as advisers in the categories of "investment counsel" and "portfolio manager" or the equivalent in each of the Jurisdictions, may from time to time act as portfolio advisers of the Funds through advisory or sub-advisory agreements. Each such affiliate will be a "dealer manager" with respect to the Funds.

5. The Applicant has appointed an independent review committee (the "IRC") under National Instrument 81-107 - Independent Review Committee for Investment Funds ("NI 81-107") for the Existing Funds and will appoint an IRC for the Future Funds. In compliance with NI 81-107, the IRC has actively assumed, its roles and responsibilities. The investment objective of each Dealer Managed Fund permits it or will permit it to invest in the relevant Securities.

6. TD Securities Inc. (the "Related Underwriter") may be a party to the underwriting agreement with a reporting issuer of Securities in a Relevant Offering. In respect of each Relevant Offering in which the Related Underwriter participates as an underwriter, the Dealer Manager may wish to cause a Dealer Managed Fund to invest in Securities during the Prohibition Period.

7. To the extent the Related Underwriter participates as an underwriter in a Relevant Offering, the investment prohibition contained in subsection 4.1(1) of NI 81-102 (the "Investment Prohibition") restricts the Dealer Managed Funds from making certain investments in the issuer's Securities during the relevant Prohibition Period, which can result in opportunity costs to a Dealer Managed Fund due to not being able to obtain desired investment exposure to Securities that would be beneficial to, and in the best interests of, such Dealer Managed Fund.

8. Subsection 4.1(1) provides an exemption if the Dealer Manager or any of the associates or affiliates thereof act as a member of a selling group distributing five percent or less of the underwritten securities. However, this de minimis exemption is not available to entities that are underwriting a Distribution (as opposed to being in the selling group), and therefore the Dealer Managed Funds cannot avail themselves of this exemption.

9. The Funds would not be restricted by the Investment Prohibition if, in accordance with subsection 4.1(4) of NI 81-102, certain conditions are met, including that a prospectus is filed in one or more of the Jurisdictions in connection with a Relevant Offering and an IRC established for the Funds under NI 81-107 has approved the investment under NI 81-107.

10. The Applicant will not be able to rely on subsection 4.1(4) of NI 81-102 in connection with a Relevant Offering as a prospectus would not be filed in connection with a Private Placement. However the Applicant will comply with each of the other conditions in subsection 4.1(4) including that the Funds' IRC will approve any purchases under the Relevant Offerings under subsection 5.2(2) of NI 81-107.

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 this Decision has been met.

The Decision of the Decision Makers under the Legislation is that the Requested Relief is granted provided that the following conditions are satisfied:

The Investment Decision

I. At the time of each purchase by a Dealer Managed Fund during a Prohibition Period for a Relevant Offering, the Dealer Managed Fund has an IRC that complies with NI 81-107 and the IRC of the Dealer Managed Fund will have approved the investment in accordance with each of subsection 4.1(4)(a) of NI 81-102 and NI 81-107. The Dealer Managed Funds will also comply with paragraphs (c)(ii) and (d) of subsection 4.1(4) of NI 81-102.

II. Each issuer of a Relevant Offering is a reporting issuer or equivalent under the Legislation in a Jurisdiction at the time of each purchase by a Dealer Managed Fund during the Prohibition Period for the Relevant Offering.

Transparency

III.

(a) Prior to the first reliance on the Decision by a Dealer Managed Fund, the internet website of the Dealer Managed Fund or Dealer Manager, as applicable, discloses,

and

(b) on the date which is the earlier of (i) the date when an amendment to the simplified prospectus of the Dealer Managed Fund is filed for reasons other than the Decision and (ii) the date on which the initial or renewal simplified prospectus of the Dealer Managed Fund is receipted, Part A of the simplified prospectus of the Dealer Managed Fund discloses,

that the Dealer Managed Fund may invest in Securities during the Prohibition Period pursuant to the Decision, notwithstanding that the Related Underwriter has acted as underwriter in the Relevant Offering of the same class of such Securities.

IV. On the date which is the earlier of:

(i) the date when an amendment to the annual information form of the Dealer Managed Fund is filed for reasons other than the Decision; and

(ii) the date on which the initial or renewal annual information form of the Dealer Managed Fund is receipted,

the annual information form of the Dealer Managed Fund discloses the information referred to in paragraph III above and describes the policies or procedures and, standing approvals if any, that have been approved by the IRC as related to investments that can only be made pursuant to the Decision.

Sunset

V. The Decision, as it relates to the jurisdiction of a Decision Maker, will terminate on the coming into force of any legislation or rule of the Decision Makers dealing with Private Placements in the context of section 4.1 of NI 81-102.

APPENDIX "A" -- Existing Mutual Funds

TD Emerald Pooled Funds

TD Emerald Balanced Fund

TD Emerald Canadian Bond Index Fund

TD Emerald Canadian Equity Index Fund

TD Emerald Canadian Short Term Investment Fund

TD Emerald International Equity Index Fund

TD Emerald Global Government Bond Index Fund

TD Emerald U.S.Market Index Fund

TD Emerald Treasury Management Pooled Funds

TD Emerald Canadian Treasury Management Fund

TD Emerald Canadian Treasury Management - Financial Institution Fund

TD Emerald Canadian Treasury Management - Government of Canada Fund

TD Emerald U.S. Dollar Treasury Management Fund

TD Emerald U.S. Dollar Treasury Management - Government Fund

TD Managed Assets Program

TD Managed Index Aggressive Growth Portfolio

TD Managed Index Balanced Growth Portfolio

TD Managed Index Income & Moderate Growth Portfolio

TD Managed Index Income Portfolio

TD Managed Index Maximum Equity Growth Portfolio

TD Managed Maximum Equity Growth Portfolio

TD FundSmart Managed Maximum Equity Growth Portfolio

TD Managed Income Portfolio

TD Managed Aggressive Growth Portfolio

TD FundSmart Managed Income Portfolio

TD FundSmart Managed Aggressive Growth Portfolio

TD Managed Balanced Growth Portfolio

TD Managed Income & Moderate Growth Portfolio

TD FundSmart Managed Income & Moderate Growth Portfolio

TD FundSmart Managed Balanced Growth Portfolio

TD Mutual Funds

TD Canadian T-Bill Fund

TD Canadian Money Market Fund

TD Premium Money Market Fund

TD U.S. Money Market Fund

TD Short Term Bond Fund

TD Mortgage Fund

TD Canadian Bond Fund

TD Canadian Core Plus Bond Fund

TD Corporate Bond Capital Yield Fund

TD Real Return Bond Fund

TD Global Bond Fund

TD High Yield Income Fund

TD Monthly Income Fund

TD Balanced Income Fund

TD Diversified Monthly Income Fund

(formerly TD Monthly High Income Fund)

TD Balanced Growth Fund

TD Global Monthly Income Fund

TD Dividend Income Fund

TD Dividend Growth Fund

TD Income Trust Capital Yield Fund

TD Canadian Blue Chip Equity Fund

TD Canadian Equity Fund

TD Canadian Value Fund

TD Canadian Small-Cap Equity Fund

TD North American Dividend Fund

TD U.S. Blue Chip Equity Fund

TD U.S. Blue Chip Equity Currency Neutral Fund

TD U.S. Quantitative Equity Fund

TD U.S. Large-Cap Value Fund

TD U.S. Large-Cap Value Currency Neutral Fund

TD U.S. Mid-Cap Growth Fund

TD U.S. Mid-Cap Growth Currency Neutral Fund

TD U.S. Small-Cap Equity Fund

TD U.S. Small-Cap Equity Currency Neutral Fund

TD Global Dividend Fund

TD Global Value Fund

TD Global Select Fund

TD Global Multi-Cap Fund

TD Global Sustainability Fund

TD International Equity Fund

TD International Equity Growth Fund

TD European Growth Fund

TD Japanese Growth Fund

TD Asian Growth Fund

TD Pacific Rim Fund

TD Emerging Markets Fund

TD Latin American Growth Fund

TD Resource Fund

TD Energy Fund

TD Precious Metals Fund

TD Entertainment & Communications Fund

TD Science & Technology Fund

TD Health Sciences Fund

TD Canadian Bond Index Fund

TD Balanced Index Fund

TD Canadian Index Fund

TD Dow Jones Industrial AverageSM Index Fund

TD U.S. Index Fund

TD U.S. Index Currency Neutral Fund

TD Nasdaq® Index Fund

TD International Index Fund

TD International Index Currency Neutral Fund

TD European Index Fund

TD Japanese Index Fund

TD Income Advantage Portfolio

TD U.S. Equity Advantage Portfolio

TD U.S. Equity Advantage Currency Neutral Portfolio

TD Global Equity Advantage Portfolio

TD Pools

TD Income Trust Pool

TD Corporate Bond Pool

TD World Bond Pool

TD Private Funds

TD Private Canadian Bond Income Fund

TD Private Canadian Corporate Bond Fund

TD Private North American Equity Fund

TD Private Canadian Equity Fund

TD Private Canadian Dividend Fund

TD Private Income Trust Fund

TD Private U.S. Equity Fund

TD Private U.S. Large-Cap Currency Neutral Fund

TD Private Small/Mid-Cap Equity Fund

TD Private International Equity Fund

TD Private Canadian Strategic Opportunities Fund

Total S.A. - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- Securities Act(Ontario), ss. 25 and 53 - Application for relief from the prospectus requirement and the dealer registration requirement in respect of certain trades made in connection with employee share offerings by a French issuer - The offerings involve the use of collective employee shareholding vehicles, a fonds commun de placement d'entreprise (FCPEs) - The issuer cannot rely on the employee exemptions in section 2.24 and 2.28 of National Instrument 45-106 Prospectus and Registration Exemptionsas the shares are not being offered to Canadian participants directly by the issuer, but through the FCPEs - Number of Canadian employees de minimis - Canadian participants will not be induced to participate in the offerings by expectation of employment or continued employment - Canadian participants will receive certain disclosure documents - The FCPEs are subject to the supervision of the French Autorité des marchés financiers -- No market for shares of the issuer in Canada - Relief granted, subject to conditions.

Securities Act(Ontario), s. 25- Application for relief from the dealer registration requirement and adviser registration requirement for the manager of the FCPEs to the extent its activities require compliance - The manager will not be involved in providing advice to Canadian participants and its activities do not affect the underlying value of the shares being offered -- Relief granted in respect of specified activities of the manager, subject to conditions.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 25, 53, 74.

National Instrument 45-102 Resale of Securities, s. 2.14.

National Instrument 45-106 Prospectus and Registration Exemptions, ss. 2.24, 2.28.

March 6, 2008

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ALBERTA, ONTARIO AND QUÉBEC

(the Jurisdictions)

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

TOTAL S.A.

(the Filer)

MRRS DECISION DOCUMENT

Background

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

(a) an exemption from the prospectus requirements of the Legislation (the Prospectus Relief) so that such requirements do not apply to:

(i) trades in units (Units) of French collective employee shareholding vehicles, Total Actionnariat International Relais 2008 for the Current Employee Offering (as defined below) and other Total Actionnariat International Relais funds for Subsequent Employee Offerings (as defined below) (collectively, the Intermediary Funds and each an Intermediary Fund) which will merge with Total Actionnariat International Capitalisation (the Fund and, together with the Intermediary Funds, the Funds, each a fonds commun de placement d'entreprise or FCPE) made pursuant to a global employee share offering of the Filer (the Current Employee Offering) and subsequent global employee share offerings of the Filer (the Subsequent Employee Offerings) under similar terms (the Current Employee Offering and the Subsequent Employee Offerings collectively, being the Employee Offerings and each an Employee Offering) to or with Qualifying Employees (as defined below) who elect to participate in an Employee Offering (the Canadian Participants);

(ii) trades in Units that occur as a result of the merger of any Intermediary Fund and the Fund whereby the Canadian Participants' Units in an Intermediary Fund are exchanged for Units of the Fund;

(iii) trades in Units that a Canadian Participant receives by virtue of any dividend paid on the shares of the Filer (the Shares) held in the Fund that results in the subsequent issuance of additional Units to a Canadian Participant; and

(iv) trades in Units by the Canadian Participant to the Funds or to trades of Shares by the Funds to Canadian Participants upon the redemption of Units by Canadian Participants;

(b) an exemption from the dealer registration requirements of the Legislation (the Registration Relief) so that such requirements do not apply to:

(i) trades in Units of the Intermediary Funds and the Funds to or with Canadian Participants;

(ii) trades in Units that occur as a result of the merger of any Intermediary Fund and the Fund whereby the Canadian Participants' Units in an Intermediary Fund are exchanged for Units of the Fund;

(iii) trades in Units that a Canadian Participant receives by virtue of any dividend paid on the Shares held in the Fund that results in the subsequent issuance of additional Units