Ontario Securities Commission Bulletin

Issue 31/12 - March 21, 2008

Ont. Sec. Bull. Issue 31/12

Table of Contents

Chapter 1 - Notices / News Releases

Notices

• Current Proceedings Before The Ontario Securities Commission

Notices from the Office of the Secretary

• Juniper Fund Management Corporation et al.

• Andrew Stuart Netherwood Rankin

Chapter 2 - Decisions, Orders and Rulings

Decisions

• Bulldog Resources Inc. - s. 1(10)

• Cognos ULC - s. 1(10(b)

• Telesat Canada - s. 1(10)(b)

• Tembec Industries Inc. - s. 1(10)(b)

• Focus Energy Trust - s. 1(10)(b)

• Allbanc Split Corp. - MRRS Decision

Orders

• LaBranche Financial Services, LLC - s. 211 of the Regulation

• Juniper Fund Management Corporation et al. - Rules 1.4 and 5.4 of the Rules of Practice (1997), 20 OSCB 1947

• North Halton Golf & Country Club Limited - s. 74(1)

Chapter 3 - Reasons: Decisions, Orders and Rulings

OSC Decisions, Orders and Rulings

• Andrew Stuart Netherwood Rankin

Chapter 4 - Cease Trading Orders

• Temporary, Permanent & Rescinding Issuer Cease Trading Orders

• Temporary, Permanent & Rescinding Management Cease Trading Orders

• Outstanding Management & Insider Cease Trading Orders

Chapter 6 - Request for Comments

• OSC Notice and Request for Comment - Proposed Guidelines for Executive Director's Settlements

Chapter 8 - Notice of Exempt Financings

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

Chapter 11 - IPOs, New Issues and Secondary Financings

Chapter 12 - Registrations

• Registrants

Chapter 13 - SRO Notices and Disciplinary Proceedings

• MFDA Adjourns Calogero (Charlie) Arcuri First Appearance to April 1, 2008

• RS Market Integrity Notice -- Request for Comments -- Provisions Respecting Trading During Certain Securities Transactions

Chapter 25 - Other Information

Exemptions

• Front Street Real Estate 2008 Limited Partnership - OSC Rule 41-501 General Prospectus Requirements, s. 15.1

• MMX Mineração E Metálicos S.A - s. 13.1 of NI 51-102 Continuous Disclosure Obligations

Approvals

• Worldsource Securities Inc. - s. 213(3)(b) of the LTCA

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

Chapter 1 -- Notices / News Releases

Current Proceedings Before The Ontario Securities Commission

MARCH 21, 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

Juniper Fund Management Corporation et al.

FOR IMMEDIATE RELEASE

March 13, 2008

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

THE JUNIPER FUND MANAGEMENT CORPORATION,

JUNIPER INCOME FUND,

JUNIPER EQUITY GROWTH FUND AND

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

TORONTO -- The Commission issued an Order today granting leave for the withdrawal of Torkin Manes Cohen Arbus LLP as counsel of record for Roy Brown in the above named matter.

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

Andrew Stuart Netherwood Rankin

FOR IMMEDIATE RELEASE

March 18, 2008

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

ANDREW STUART NETHERWOOD RANKIN

TORONTO -- The Commission issued its Reasons For Decision on Settlement in the above named matter following a hearing held on February 21, 2008

A copy of the Reasons For Decision dated March 17, 2008 is available at www.osc.gov.on.ca.

Chapter 2 -- Decisions, Orders and Rulings

Bulldog Resources Inc. - s. 1(10)

Headnote

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

Ontario Statutes

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

March 12, 2008

Attention: Nicole Bacsalmasi

Dear Madam:

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

As the Applicant has represented to the Decision Makers that:

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

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

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

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

each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the decision has been met and orders that the Applicant is deemed to have ceased to be a reporting issuer in the Jurisdictions.

Relief requested granted on the 12th day of March, 2008.

Cognos ULC - 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 14, 2008

Attention: Andrew Powers

Dear Sir or Madam:

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

Telesat Canada - 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 12, 2008

Dear Mr. Robert Forbes:

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.

Tembec Industries Inc. - 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., ss. 1(10)(b).

Montreal, March 7, 2008

Dear Sir:

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

As the Applicant has represented to the Decision Makers that,

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

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

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

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

each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the decision has been met and orders that the Applicant is deemed to have ceased to be a reporting issuer.

Focus Energy Trust - 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).

Citation: Focus Energy Trust, 2008 ABASC 107

March 7, 2008

Attention: Sheila A. Crosby

Dear Ms Crosby:

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

As the Applicant has represented to the Decision Makers that:

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

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

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

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

each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the decision has been met and orders that the Applicant is deemed to have ceased to be a reporting issuer in the Jurisdictions.

Relief requested granted on the 7th day of March, 2008.

Allbanc Split Corp. - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- Exemptive relief granted to an exchange traded fund from certain mutual fund requirements and restrictions on: borrowing, investments, calculation and payment of redemptions, preparation of compliance reports, and date of record for payment of distributions -- Since investors will generally buy and sell units through the TSX, there are adequate protections and it would not be prejudicial to investors -- National Instrument 81-102 -- Mutual Funds.

Applicable Legislative Provisions

National Instrument 81-102 -- Mutual Funds, ss. 2.1(1), 2.6(a), 10.3, 10.4(1), 12.1(1), 14.1, 19.1.

March 7, 2008

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO, BRITISH COLUMBIA, ALBERTA,

SASKATCHEWAN, MANITOBA, QUÉBEC,

NEW BRUNSWICK, NEWFOUNDLAND AND

LABRADOR, 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

ALLBANC SPLIT CORP.

MRRS DECISION DOCUMENT

Background

The local securities regulatory authority or regulator (the "Decision Maker") in each of the Jurisdictions has received an application (the "Application") from Allbanc Split Corp. (the "Filer") for a decision under National Instrument 81-102 Mutual Funds ("NI 81-102") that the following sections of NI 81-102 (collectively, "the NI 81-102 Requirements") will not apply to the Filer with respect to the class B preferred shares (the "Class B Preferred Shares") proposed to be issued by the Filer as described in a preliminary prospectus dated January 30, 2008 (the "Preliminary Prospectus"):

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

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

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

(d) subsection 10.4(1), which requires that a mutual fund shall pay the redemption price for securities that are the subject of a redemption order within three business days after the date of calculation of the net asset value per security used in establishing the redemption price;

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

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

Under the Mutual Reliance Review System for Exemptive Relief Applications

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

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

Interpretation

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

Representations

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

The Filer

1. The Filer was incorporated under the Business Corporations Act (Ontario) on December 17, 1997 and completed an initial public offering of capital shares and preferred shares on February 25, 1998.

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

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

4. 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.

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

6. 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 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 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 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.

7. The net proceeds of the Offering (after deducting the agents' fees and expenses of the issue), depending upon the number and value of 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 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 Capital Shares being redeemed pursuant to the Special Retraction Right.

8. 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:

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

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

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

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

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

9. 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.

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

11. The Capital Shares and Class B Preferred Shares may be surrendered for retraction at any time. Retraction payments for Capital Shares and Class B Preferred Shares will be made on the Retraction Payment Date (as defined in the Preliminary Prospectus) provided the Capital Shares and the Class B Preferred Shares have been surrendered for retraction on or before the 11th day of the preceding month before the Valuation Date (as defined in the Preliminary Prospectus). While the Filer's Unit Value (as defined in the Preliminary Prospectus) is calculated weekly, the retraction price for the Capital Shares and the Class B Preferred Shares will be determined based on the Unit Value in effect as at the Valuation Date.

12. Any 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.

Decision

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

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

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

(b) clause 2.6(a) --to enable the Filer to obtain a short-term loan from Scotia Capital to finance the initial acquisition of the Portfolio Shares and provide a security interest over its assets as stated in paragraph 6 above, provided that the loan is paid in full on the closing of the Offering;

(c) section 10.3 -- to permit the Filer to calculate the retraction price for the Class B Preferred Shares in the manner described in the Preliminary Prospectus and on the applicable Valuation Date as defined in the Preliminary Prospectus;

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

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

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

LaBranche Financial Services, LLC - s. 211 of the Regulation

Headnote

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

Statutes Cited

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

Regulations Cited

Regulation made under the Securities Act, R.R.O. 1990, Reg. 1015, as am., ss. 100(2), 208(2), 211.

IN THE MATTER OF

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

CHAPTER S.5, AS AMENDED (the Act)

AND

IN THE MATTER OF

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

AS AMENDED (the Regulation)

AND

IN THE MATTER OF

LABRANCHE FINANCIAL SERVICES, LLC

ORDER

(Section 211 of the Regulation)

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

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

AND UPON the Applicant having represented to the Commission that:

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

2. The Applicant is a limited liability company formed under the laws of the State of New York in the United States. The Applicant's principal place of business is located in New York, New York.

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

4. The Applicant executes transactions in U.S. securities on behalf of U.S. and foreign institutional customers on a fully disclosed basis through a registered U.S. clearing broker-dealer.

5. Subsection 208(2) of the Regulation provides that "no person or company may register as an international dealer unless the person or company carries on the business of a dealer and underwriter in a country other than Canada."

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

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

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

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

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

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

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

March 11, 2008

Juniper Fund Management Corporation et al. - Rules 1.4 and 5.4 of the Rules of Practice (1997), 20 OSCB 1947

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

THE JUNIPER FUND MANAGEMENT CORPORATION,

JUNIPER INCOME FUND,

JUNIPER EQUITY GROWTH FUND AND

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

ORDER

(Rules 1.4 and 5.4 of the Rules of Practice

(1997), 20 O.S.C.B. 1947)

WHEREAS Torkin Manes Cohen Arbus LLP ("TMCA") is counsel of record for the Respondent, Roy Brown ("Brown");

AND WHEREAS on February 29, 2008, TMCA brought a written motion to the Commission pursuant to Rule 1.4 of the Commission's Rules of Practice for leave to withdraw as counsel of record for Brown;

AND WHEREAS the Commission considers that TMCA submitted sufficient reason for leave to withdraw;

AND WHEREAS the Commission considers that Brown has been properly served with the Motion material;

AND WHEREAS Brown does not oppose this motion;

AND WHEREAS Staff of the Commission does not oppose this motion;

IT IS ORDERED THAT leave for the withdrawal of TMCA as counsel of record for Brown be and is hereby granted.

DATED at Toronto this 13th day of March, 2008.

"James E. A. Turner"

North Halton Golf & Country Club Limited - s. 74(1)

Headnote

Paragraph 25(1)(a), section 53, and subsection 74(1) of the Act -- certain sales, transfers, and issuances of Class G Common Shares of issuer not subject to dealer registration requirements or prospectus requirements of the Act, subject to conditions.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 25(1)(a), 53, 74(1).

IN THE MATTER OF

THE SECURITIES ACT,

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

(the Act)

AND

IN THE MATTER OF

NORTH HALTON GOLF & COUNTRY CLUB LIMITED

ORDER

(Subsection 74(1))

UPON the application (the Application) of North Halton Golf & Country Club Limited (the Club) to the Ontario Securities Commission (the Commission) for an order pursuant to subsection 74(1) of the Act that the registration requirements contained in paragraph 25(1)(a) of the Act (the Dealer Registration Requirements) and the prospectus requirements of section 53 of the Act (the Prospectus Requirements) shall not apply to certain trades in securities of the Continued Club, as described below;

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

AND UPON the Club having represented to the Commission as follows:

1. The Club was incorporated as a corporation with share capital under the Corporations Act (Ontario) (the OCA) in 1954. The Club is not a "private company" within the meaning of the Act and is not a "private issuer" within the meaning of National Instrument 45-106 (NI 45-106). The Club is not, and does not intend to become, a reporting issuer under the Act or under the securities legislation of any other Canadian jurisdiction. The shares of the Club are not traded on any stock exchange. The Club is a "for profit" corporation.

2. The authorized share capital of the Club currently consists of 375 common shares (the Common Shares), 225 non-voting, non-cumulative redeemable first preference shares with a par value of $500 each and 150 non-voting, non-cumulative redeemable second preference shares with a par value of $500 each. The said first preference shares and second preference shares are herein collectively referred to as the Preference Shares. The Common Shares are voting and the Preference Shares are non-voting. The Common Shares and the Preference Shares are held in "units" of one Common Share and one Preference Share. The term Share Unit, when used herein, refers to a unit consisting of one Common Share and one Preference Share.

3. The holders of the Share Units are entitled to receive notice of and to attend all meetings of the shareholders of the Club and are entitled to one vote for each Common Share held.

4. The issued capital of the Club consists of 375 Share Units, of which 157 Share Units are owned by persons holding golf memberships at the Club, 121 Share Units are held by NH Equity Corporation (NH Equity) and the balance of 97 Share Units are held by persons who are not golf members.

5. NH Equity is a corporation incorporated under the Business Corporations Act (Ontario) (OBCA), whose issued and outstanding capital is held by two directors of the Club. NH Equity was formed to acquire 121 Share Units (the Majority Shares) from the former majority shareholder of the Club. The Club borrowed funds from a Canadian Chartered Bank which were loaned to NH Equity to fund the purchase of the Majority Shares, which loan was secured against the Majority Shares. It is intended that this indebtedness will be repaid from the proceeds of sale of Class G Shares by NH Equity.

6. The Club has determined to continue (the Continuance) as a corporation (the Continued Club) under the Canada Business Corporations Act (the CBCA). The Continuance will be submitted to the Shareholders of the Club for approval at a meeting (the Meeting) to be held on or before April 30, 2008. The resolution approving the Continuance must, pursuant to the OCA, be approved by the holders of 66 2/3% of the issued and outstanding Common Shares and the holders of 66 2/3% of each class of Preference Shares of the Club, in each case, present in person or by proxy at the Meeting. Holders of Share Units will be provided with a management proxy circular containing disclosure relating to the Continuance, including the terms and conditions of each class of security to be issued and the restrictions on transfer applicable to each class of such securities.

7. The Club does not intend for the Continued Club to become a reporting issuer under the Act or under the securities legislation of any other Canadian jurisdiction.

8. Upon Continuance under the CBCA, the authorized capital of the Continued Club will consist of:

(a) 375 Class A Common Shares, which will have the same rights, privileges and conditions as are attached to the existing Share Units of the Club, provided that, on a winding up or liquidation of the Continued Club, each Class A Common Share will be immediately converted into one Class G Common Share and 10 Class X Preference Shares. Class A Common Shares are not transferable. In order to transfer a Class A Common Share, the holder of a Class A Common Share will be required to exchange that Class A Common Share for one Class G Common Share and 10 Class X Preference Shares;

(b) 625 Class G Common Shares which will rank pari passu with the Class A Common Shares as to the payment of dividends and the right to vote at meetings of the shareholders of the Continued Club. The Class A Common Shares and the Class G Common Shares will represent equity ownership of the Continued Club and upon conversion of all of the Class A Common Shares, the Class G Common Shares will represent equity ownership of the Continued Club;

(c) 3750 Class X Preference Shares which will be non-voting and non-transferable, bear a 4% annual cumulative dividend and will be redeemable by the Corporation and retractable by the holder at $1,000 per Share. The redemption right shall be exerciseable immediately. The retraction right will be exerciseable at any time following the fifth anniversary of the approval of the Continuance.

The Club does not intend to create additional Class A Common Shares or Class X Preference Shares.

9. Upon Continuance and in accordance with subsection 187(2) of the CBCA, each Share Unit will be exchanged for one Class A Common Share.

10. Following Continuance, each holder of a Class A Common Share will be entitled (but not required) to exchange (the Class A Exchange Right) that Class A Common Share for one Class G Common Share and 10 Class X Preference Shares. Upon such exchange, the Class A Common Share will be cancelled.

11. NH Equity has agreed to convert its outstanding Share Units into 121 Class G Common Shares and 1210 Class X Preference Shares (the NH Equity Share Unit Conversion). NH Equity will also have the right to exchange the 1210 Class X Preference Shares with the Continued Club for 55 Class G Common Shares on the basis of 22 Class X Preference Shares for each Class G Common Share (the NH Equity Class X Exchange Right). The Class X Preference Shares so exchanged will be cancelled.

12. Following Continuance, new golf members of the Continued Club will be required to purchase one Class G Common Share for consideration, initially, of $22,000. Existing holders of Class G Common Shares who hold Class X Preference Shares who wish to purchase a Class G Common Share for a "Family Golf Member" (i.e., a spouse, a common law spouse, a child or a grandchild, including a spouse of the child or grandchild, that is or will become, upon issue of the Class G Common Share, a golf member that pays annual golf fees) (the Family Member Subscription Credit) will be entitled to surrender up to 10 of their Class X Preference Shares to the Continued Club in partial consideration for such purchase and will receive a credit of up to $10,000 ($1,000 per Class X Preference Share surrendered) against the amount payable in respect of such Class G Common Share. Any Class X Preference Shares so surrendered will be cancelled.

13. Purchases of Class G Common Shares by new members may be made: (a) from the Continued Club (the Treasury Issue); (b) from NH Equity (the NH Equity Purchase); or (c) from another member or non-member shareholder (the Inter-Shareholder Transfer), subject to the approval of the Board of Directors of the Continued Club. The Board of Directors of the Continued Club will establish policies and procedures governing the issue/transfer of Class G Common shares to new members. The initial 150 Class G Common Shares to be sold to new members will be issued by the Continued Club or transferred by NH Equity.

14. The Club believes that the requested relief is necessary as:

(a) (i) the trades outlined in paragraphs (a) through (c) below will not be made to "accredited" investors (as such term is defined in NI 45-106) in every case where such a trade is made; (ii) neither the Club nor NH Equity is entitled to rely on the exemption provided in Paragraph 2.38 of NI 45-106 and it does not appear that any of the other exemptions set forth in NI 45-106 will be available in respect of such trades; and

(b) the ability of the Club to sell Class G Common Shares to new and existing golf members or to have new golf members purchase their memberships from NH Equity is essential to the continued existence of the Club.

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

IT IS HEREBY ORDERED, pursuant to subsection 74(1) of the Act, that the Dealer Registration Requirements and the Prospectus Requirements shall not apply to,

(a) the sale or transfer of Class G Common Shares by NH Equity to new golf playing members of the Continued Club;

(b) the issue of Class G Common Shares by the Continued Club to new golf playing members of the Continued Club (including pursuant to the Family Member Subscription Credit); and

(c) the sale or transfer by members of the Continued Club of Class G Common Shares to new golf playing members of the Continued Club;

provided that,

(d) the Continuance is approved by the holders of 66 2/3% of the issued and outstanding Common Shares, and the holders of 66 2/3% of each class of the Preference Shares, in each case, present in person or by proxy at the Meeting;

(e) the Meeting is held on or before April 30, 2008; and

(f) the Continuance is completed on or before June 30, 2008;

and for so long as,

(g) each purchaser or transferee of Class G Common Shares under paragraph (a), (b) or (c), is provided with a copy of this decision and a written statement to the effect that certain protections, rights and remedies provided by the Act, including statutory rights of rescission and damages, will be unavailable to that purchaser or transferee and that there are restrictions imposed on the disposition or transfer of the Class G Common Shares;

(h) in respect of a sale, transfer or issue under paragraph (a), (b), or (c),

(i) the sale, transfer, or issue is approved by the Board of Directors of the Continued Club,

(ii) in respect of a sale or transfer under paragraph (a) or (c), the Board of Directors of the Continued Club only gives its approval under subparagraph (i) if it has determined that it is appropriate to approve such a sale or transfer in lieu of issuing new Class G Common Shares from Treasury of the Continued Club,

(iii) in respect of a sale or transfer under paragraph (c), the Continued Club charges the transferring member (other than a selling or transferring member who acquired the Class G Common Share being sold or transferred pursuant to the Class A Exchange Right under the Continuance) a "transfer fee" equal to 20% of the then current price at which Class G Common Shares are being issued by the Continued Club from Treasury in respect of any such sale or transfer, and

(iv) the restrictions in subparagraphs (i), (ii), and (iii) are, at the time of the sale, transfer, or issue, contained in the conditions attached to the Class G Common Shares which would form part of the Articles of the Continued Club;

(i) the Continued Club has not issued any securities from Treasury other than the authorized capital described in representation 9, above, and Class G Common Shares;

(j) the By-Laws or Articles of the Continued Club require a new golf playing member of the Continued Club to own a Class A Common Share or a Class G Common Share in order to play golf at facilities owned by the Continued Club;

(k) the By-Laws and Articles of the Continued Club are not amended without notice to, and the consent of, the Director (as defined in the Act); and

(l) the first trade of any Class G Common Shares purchased or acquired pursuant to paragraph (a), (b), or (c) will be a distribution.

DATED at Toronto this 22nd, day of February, 2008

"David L. Knight"

"Paul K. Bates"

Chapter 3 -- Reasons: Decisions, Orders and Rulings

Andrew Stuart Netherwood Rankin

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

ANDREW STUART NETHERWOOD RANKIN

REASONS FOR DECISION ON SETTLEMENT

REASONS FOR DECISION

I. BACKGROUND

[1] On February 21, 2008, a hearing was convened before the Ontario Securities Commission (the "Commission") to consider the terms of a settlement agreement (the "Settlement Agreement") entered into between Staff of the Commission ("Staff") and Andrew Stuart Netherwood Rankin ("Rankin") on February 19, 2008 relating to matters arising from a Notice of Hearing and Statement of Allegations dated December 20, 2005. This was a hearing under section 127 of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act"), to consider whether it is in the public interest to approve the Settlement Agreement and the sanctions contained therein.

[2] The hearing to consider the settlement was held in camera at the request of Staff and Rankin in order to avoid any potential prejudice to Rankin if we did not approve the settlement. The in camera hearing was held pursuant to paragraph 9(1)(b) of the Statutory Powers Procedure Act, R.S.O. 1990, c. S.22 and the Commission's Practice Guidelines -- Settlement Procedures, contained in the Commission's Rules of Practice (1997), 20 O.S.C.B. 1947.

[3] At the in camera hearing, Staff submitted a Supplementary Settlement Hearing Brief (the "Staff Supplementary Hearing Brief") that contained detailed confidential information with respect to Rankin's current employment, income, assets and financial position. The Staff Supplementary Hearing Brief also contained a transcript of the examination by Staff of Rankin on the information set forth in the brief. We were satisfied that such information was sufficient to permit us to assess Rankin's ability to make the financial payment contemplated by the Settlement Agreement, or any larger payment. At the conclusion of the in camera hearing, we ordered that the Staff Supplementary Hearing Brief remain confidential under permanent seal. We did so on the basis that the Staff Supplementary Hearing Brief contains intimate financial and personal information of Rankin that, having regard to all the circumstances, should remain confidential.

[4] After considering the materials filed and the submissions made to us at the in camera hearing, we concluded that it was in the public interest to approve the Settlement Agreement. At that time, the public hearing resumed and the Chair of the Panel gave an oral summary of our reasons and indicated that written reasons would be provided in due course. These are the written reasons for our decision.

II. RELEVANT FACTS SET OUT IN THE SETTLEMENT AGREEMENT

[5] The facts and circumstances agreed to by Staff and Rankin for purposes of this settlement are set out in the Settlement Agreement. We will summarize in these reasons certain of the facts that we considered important in coming to our decision. We emphasize that the facts set out in the Settlement Agreement are not findings of fact by this Panel. Rather, they are facts agreed to by Staff and Rankin for purposes of this settlement. In approving the Settlement Agreement, we relied solely on the facts set out in that agreement and those facts represented to us at the hearing. Except as otherwise indicated, the following statements of fact are based on or contained in the Settlement Agreement.

[6] The Settlement Agreement states that the events that gave rise to this matter occurred from early 2000 to April, 2001, while Rankin was employed as a Managing Director in the Mergers and Acquisitions Department of RBC Dominion Securities ("RBC DS"). Through his work at RBC DS, Rankin was privy to and possessed confidential material information about potential corporate transactions involving RBC DS clients. Pursuant to subsection 76(5)(b) of the Act, Rankin was a person in a special relationship with the reporting issuers involved with the ten corporate transactions listed in the Settlement Agreement (the "Corporate Transactions"). Rankin was a registrant under the Act and a member of the Investment Dealers Association.

[7] The Settlement Agreement states that Rankin was aware of the legal requirement not to disclose confidential material information and that he owed a duty of confidentiality to RBC DS and to the clients of RBC DS.

[8] Daniel Duic ("Duic") was a long time close friend of Rankin and had frequent contact with him during the relevant period. Rankin and Duic spoke on the telephone or emailed each other on a daily basis, and met for coffee, meals, social events and trips. Duic also had unsupervised access to Rankin's homes where Rankin often worked and kept confidential information in connection with RBC DS business activities. On occasion, Duic had access to confidential information pertaining to the Corporate Transactions when unsupervised in Rankin's home, as a result of Rankin's negligence.

[9] Duic also engaged Rankin in conversation seeking confidential information or seeking to confirm confidential information he had already acquired. It was acknowledged by counsel for Rankin at the hearing that Rankin informed Duic in certain conversations of confidential material information that had not been generally disclosed.

[10] The Settlement Agreement states that, through Rankin's conduct as described in the Settlement Agreement, Rankin informed Duic of confidential material facts relating to each of the potential Corporate Transactions that had not been generally disclosed.

[11] According to the Settlement Agreement, Rankin did not know and did not advert to Duic's use of the confidential material information.

[12] The Settlement Agreement states that over a 14-month period, on the basis of confidential material information, Duic earned profits of approximately $4.5 million by illegal insider trading, contrary to subsection 76(1) of the Act.

[13] The Settlement Agreement states that, by engaging in the conduct described above, Rankin breached Ontario securities law by acting contrary to subsection 76(2) of the Act.

[14] Accordingly, Rankin has admitted that he breached subsection 76(2) of the Act by informing Duic of material facts with respect to the Corporate Transactions before those material facts had been generally disclosed. Subsection 76(2) is commonly referred to as the "tipping" prohibition.

III. APPLICABLE LAW

[15] There was no disagreement as to the legal principles we are to apply in considering the Settlement Agreement. We summarize them below.

A. The Purposes of the Act

[16] The purposes of the Act are set out in section 1.1, as follows:

(a) to provide protection to investors from unfair, improper or fraudulent practices; and

(b) to foster fair and efficient capital markets and confidence in capital markets.

[17] In pursuing the purposes of the Act, section 2.1 provides that the Commission shall have regard to certain fundamental principles. Relevant to this case, paragraph 2 states that the primary means for achieving the purposes of the Act are:

i. requirements for timely, accurate and efficient disclosure of information,

ii. restrictions on fraudulent and unfair market practices and procedures, and

iii. requirements for the maintenance of high standards of fitness and business conduct to ensure honest and responsible conduct by market participants.

B. The Role of the Commission in Reviewing Settlement Agreements

[18] The role of the Commission in considering a proposed settlement agreement has been articulated in several cases. In Re Koonar et al. (2002), 25 O.S.C.B. 2691, the Commission stated:

The role of the panel in reviewing a settlement agreement is not to substitute the sanctions it would impose in a contested hearing for what is proposed in the settlement agreement, but rather to make sure the agreed sanctions are within acceptable parameters. (Re Koonar et al., supra at 2692. See also Re Melnyk (2007), 30 O.S.C.B. 5253; Re Pollitt (2004), 27 O.S.C.B. 9643 at para. 33; and Nortel Networks Corp., transcript of oral reasons of the Commission, May 22, 2007, p. 52.)

[19] In making that assessment in this case, we gave significant weight to the terms of the Settlement Agreement because those terms were reached as a result of negotiations between adversarial parties (Staff and the Respondent) and because a balancing of factors and interests has already taken place in reaching the agreement. The language of the Settlement Agreement was obviously very carefully negotiated by the parties. Our role in considering the settlement is not to renegotiate the terms of the Settlement Agreement or to suggest changes to the agreed facts, statements and sanctions set forth in the Settlement Agreement. Our role is simply to decide whether the Settlement Agreement as a whole, on the terms presented and agreed to, should be approved as being in the public interest (Re Melnyk, supra at para. 15).

[20] In considering the sanctions to be imposed, the Commission has emphasized the following guiding principle:

. . . the role of this Commission is to protect the public interest by removing from the capital markets -- wholly or partially, permanently or temporarily, as the circumstances may warrant -- those whose conduct in the past leads us to conclude that their conduct in the future may well be detrimental to the integrity of those capital markets. We are not here to punish past conduct; that is the role of the courts, particularly under section 118 [now 122] of the Act. We are here to restrain, as best we can, future conduct that is likely to be prejudicial to the public interest in having capital markets that are both fair and efficient. In so doing, we must, of necessity, look to past conduct as a guide to what we believe a person's future conduct might reasonably be expected to be. . . . (Re Mithras Management Ltd. (1990), 13 O.S.C.B. 1600 at 1610 and 1611.)

[21] Further, the Commission must have regard to the specific circumstances of each case when determining the appropriate sanctions to be imposed on a respondent:

We have a duty to consider what is in the public interest. To do that, we have to take into account what sanctions are appropriate to protect the integrity of the marketplace where illegal insider trading has been admitted.

In doing this, we have to take into account circumstances that are appropriate to the particular respondents. This requires us to be satisfied that proposed sanctions are proportionately appropriate with respect to the circumstances facing the particular respondents. We should not just look at absolute values, e.g., what has been paid voluntarily in other settlements, or what has been found to be appropriate sanctions by way of cease trade order in other cases. (Re M.C.J.C. Holdings and Michael Cowpland (2002), O.S.C.B. 1133 at 1134.)

[22] On the question of whether proposed sanctions are appropriate in the circumstances, the Commission has identified factors such as the following to be relevant:

• the seriousness of the allegations proved;

• the respondent's experience in the marketplace;

• the level of a respondent's activity in the marketplace;

• whether or not there has been a recognition of the seriousness of the improprieties;

• whether or not sanctions may deter not only those involved in the case being considered, but any like-minded people from engaging in similar conduct in the capital markets;

• any mitigating factors;

• the size of any profit (or loss avoided) from the illegal conduct;

• the size of any financial sanction or voluntary payment when considered with other factors;

• the effect any sanction might have on the livelihood of the respondent;

• the restraint any sanction might have on the ability of the respondent to participate without check in the capital markets;

• the reputation and prestige of the respondent;

• the financial consequences to a respondent of any sanction; and

• the remorse of the respondent.

(Re Belteco Holdings (1998), 21 O.S.C.B. 7743, at pp. 7746-7; Re M.C.J.C. Holdings, supra at 1136.)

[23] We must weigh all of the relevant factors in determining whether the Settlement Agreement is in the public interest.

C. The Seriousness of Tipping

[24] Subsection 76(2) of the Act provides as follows:

No reporting issuer and no person or company in a special relationship with a reporting issuer shall inform, other than in the necessary course of business, another person or company of a material fact or material change with respect to the reporting issuer before the material fact or material change has been generally disclosed.

[25] Rankin has admitted that he breached subsection 76(2). He was in a special relationship with each of the reporting issuers involved in the Corporate Transactions and he informed another person (Duic) of material facts before they were generally disclosed. There was no suggestion that such tipping by Rankin was in the necessary course of business.

[26] The Commission has recognized that insider tipping is as serious an offence as illegal insider trading. As with illegal insider trading, tipping is conduct that undermines confidence in the marketplace by giving a tippee an unfair advantage (Re Pollitt, supra at para. 22).

[27] As far back as 1965, the Kimber Committee expressed the following views with respect to tipping:

Persons not connected with the company, but connected in some manner with an insider, such as spouses, relatives, friends and business associates who receive confidential information from the insider have also concerned the Committee. These persons have been described by some writers as "tippees". If it is wrong for the insider to use confidential corporate information for his own benefit, it is also wrong for him to give the information to "tippees" so that they may benefit. [Emphasis added] (Report of the Attorney General's Committee on Securities Legislation in Ontario, March 1965, Brief of Studies/Reports, Tab 1, p. 12-13, para. 2.12.)

[28] In dismissing an appeal from an insider trading conviction in R. v. Plastic Engine Technology Corp., [1994] 3 C.C.L.S. 1, Mr. Justice Farley held that insider trading undermines the capital markets even where the insider did not personally profit from the trades at issue, but sold shares for the benefit of a friend. The court recognized that section 76 is aimed at ensuring that investors have an equal opportunity to consider material information in reaching their investment decisions (at 24). Both the insider trading prohibition and the tipping prohibition protect equal opportunity by restricting people who have access to material information before it is generally disclosed from trading or assisting others in trading with knowledge of that information, to the disadvantage of investors generally.

[29] Subsection 76(2) of the Act in effect imposes an obligation on those persons with access to confidential material information to preserve the confidentiality of that information and not to illegally communicate it to third parties. Doing so not only constitutes a clear breach of the Act but also puts a tippee in a position to both illegally trade on the basis of that information and to illegally communicate it to others. Tipping is the likely cause of many run-ups in the price of a stock in advance of the public announcement of a merger or acquisition transaction. Such conduct and the resulting market impact significantly undermine confidence in our capital markets and are manifestly unfair to investors.

IV. DISCUSSION AND ANALYSIS

A. Rankin's Conduct

[30] We have based our decision on the agreed facts as set out in the Settlement Agreement and the submissions made to us during the hearing. We recognize that it is not appropriate for us to speculate beyond those facts. The Settlement Agreement reflects a good faith negotiation between Staff and Rankin. Staff, knowing all of the facts and circumstances of this matter, recommends that we approve the settlement. We must give substantial weight to that recommendation. At the same time, however, we must be satisfied that the agreed sanctions are within an appropriate range given the facts agreed to.

[31] This case involved very serious market misconduct that constituted tipping of confidential material information by a senior investment banker. Rankin's duties frequently put him in possession of confidential merger and acquisition information. In our view, it is significant that Rankin's tipping of this information occurred over a period of 14 months and related to ten very high-profile transactions. He was a senior investment banker and knew he had an obligation to maintain the confidentiality of all sensitive non-public information. Rankin's behaviour was both illegal and unacceptable for an individual of his seniority and in his position of trust. For these reasons, this is an egregious case that warrants significant sanctions.

[32] The Settlement Agreement states that Rankin did not know and did not advert to Duic's use of the confidential material information. We take that to mean that Rankin did not consciously consider the possibility that Duic would use the confidential information to trade illegally. We note that subsection 76(2) of the Act does not require that the tipper know or intend that the tippee would use the confidential material information to trade. The mere fact of informing another person of confidential material information constitutes an offence. Counsel for Rankin submitted that there is a range of conduct in relation to tipping, from the most serious to the least serious, and suggested that it is less serious if the tipper does not know or advert to the fact that the tippee would trade on the information. In our view, tipping is itself a very serious breach of securities law. Though Rankin did not advert to the fact that his friend might misuse the confidential information imparted by him, he should have. We acknowledge, however, that this is not a case, based on the facts presented to us, where Rankin knew and intended that Duic trade on the confidential material information communicated to him. We also recognize, based on the Settlement Agreement, that this is not a case in which Rankin himself traded with knowledge of material undisclosed information.

B. Sanctions

[33] The sanctions agreed to are fully set out in the Settlement Agreement and include (i) permanently prohibiting Rankin from registration under Ontario securities law; (ii) permanently prohibiting Rankin from becoming a director or officer of any registrant; (iii) permanently prohibiting Rankin from becoming a director or officer of any reporting issuer; (iv) requiring Rankin to resign all positions he holds as director or officer of a reporting issuer; (v) requiring Rankin to cease trading in any securities and prohibiting him from acquiring any securities for a period of 10 years, with two limited exceptions (for two specific retirement and education funds held through registered dealers); and (vi) requiring Rankin to pay costs of the investigation in the amount of $250,000.

[34] In assessing whether the sanctions are in an appropriate range, we note that Rankin's conduct has had a devastating effect on his career and financial circumstances. The sanctions to be imposed will permanently bar him from his chosen profession and livelihood in the Ontario securities industry and will have very serious adverse consequences for his future career prospects, not only in Ontario, but elsewhere.

[35] Based on the evidence submitted to us in the Staff Supplementary Hearing Brief regarding Rankin's current employment and financial circumstances, we accept that the payment by Rankin of $250,000 on account of costs of the investigation is a significant sanction and will effectively exhaust his resources. We understand that the $250,000 is substantially less than the Commission's actual costs in this matter. We accept, however, based on the Supplementary Hearing Brief, that Rankin is not able to pay more. We have accepted in this case as a matter of principle that, where a respondent cannot afford to make a larger financial payment, that should not bar the respondent from being able to enter into a settlement with the Commission that is otherwise on acceptable terms. That is a matter of fairness to a respondent. We do not mean to suggest by that statement, however, any limitation on the discretion of Staff to enter into only those settlements that are on terms Staff considers appropriate.

[36] In our view, the regulatory sanctions in this case reflect the seriousness with which the Commission regards tipping. It is important that these sanctions reflect our strong view that Rankin's conduct fell far below what we expect of a person in his circumstances. The permanent prohibitions agreed to in the Settlement Agreement will bar Rankin for life from participation in the Ontario securities industry. He will be barred for life from being a registrant or a director or officer of any registrant or public company. These elements of the settlement ensure the future protection of investors and capital markets by taking away any opportunity Rankin may have to ever again engage in similar conduct.

[37] We believe that these sanctions will serve as a general deterrent to individuals who may be in a position similar to Rankin. We believe the settlement will communicate a clear message that tipping is a very serious offence and that the Commission will pursue administrative and other proceedings aggressively against anyone alleged to have committed such a flagrant breach of securities laws. The consequences to Rankin of the settlement can reasonably be expected to deter others in a similar position from committing similar illegal acts.

[38] Although the regulatory sanctions agreed to in the Settlement Agreement may be below what we might have imposed after a hearing on the merits had we found that Rankin had breached subsection 76(2) of the Act, we note that this was not a hearing on the merits, and there is no certainty as to what the outcome of any such hearing would have been.

[39] Rankin has acknowledged that he breached subsection 76(2) of the Act, and has acknowledged the seriousness of that misconduct, by agreeing to significant sanctions, including a number of permanent prohibitions and an agreement to pay $250,000 towards the Commission's investigation costs. We do not doubt that he regrets his conduct and wishes to put these matters behind him. By entering into the Settlement Agreement, the Commission avoids a lengthy and costly hearing on the merits and the settlement removes any uncertainty as to the outcome of such a proceeding.

[40] Staff advised us that the quasi-criminal proceeding before the court with respect to Rankin's conduct in this matter would be withdrawn if the Settlement Agreement is approved. While that proceeding would have had potentially significant consequences for Rankin, the criminal trial would have been long and complex and the outcome would have been uncertain. We are well aware of the lengthy history of those proceedings both at trial and on appeal. We believe that it is appropriate for us to defer to the judgment of Staff that the criminal proceedings be withdrawn in the circumstances. There are many reasons why that decision may be considered appropriate by Staff. Not the least is that the Settlement Agreement has the effect of ending, on acceptable terms, two legal proceedings that would have involved substantial costs and risks for both parties.

[41] We stress that this hearing is an administrative proceeding and the Commission's primary responsibility as a securities regulator is to protect the public from future improper conduct and to deter others from similar conduct. Having considered all of the terms of the Settlement Agreement and the submissions of the parties, we conclude that the Settlement Agreement accomplishes those objectives and that the agreed sanctions are within acceptable parameters in all the circumstances. We therefore approve the Settlement Agreement as being in the public interest and we grant the order contemplated in the Settlement Agreement.

Dated at Toronto, this 17th day of March, 2008.

"James E.A. Turner"

"David L. Knight"

Chapter 4 -- Cease Trading Orders

Temporary, Permanent & Rescinding Issuer Cease Trading Orders

Temporary, Permanent & Rescinding Management Cease Trading Orders

Outstanding Management & Insider Cease Trading Orders

Chapter 6 -- Request for Comments

OSC Notice and Request for Comment - Proposed Guidelines for Executive Director's Settlements

NOTICE AND REQUEST FOR COMMENTS

Introduction

The Commission is seeking comments on its proposed guidelines for the approval by the Executive Director of settlements of enforcement matters (referred to in this Notice as "Executive Director's Settlements"). The Commission is publishing the proposed guidelines for a 60 day comment period. Following the comment period and after taking into consideration any comments received, the Commission will publish the guidelines in final form.

Background

Practice Guideline 7 of the Commission's current Rules of Practice is entitled "Settlement Procedures in matters before the Ontario Securities Commission". Section 5 of Practice Guideline 7 refers to Executive Director's Settlements as follows:

"Prior to the issuance of a Notice of Hearing, staff may settle a matter with the respondent, with the consent of the Executive Director where appropriate."

The Commission has previously published for comment proposed Rules of Procedure that will, when adopted, replace the current Rules of Practice. Rule 12 under the proposed Rules of Procedure deals with settlement agreements. Rule 12 does not include any reference to Executive Director's Settlements. These settlements are addressed in the proposed guidelines.

Proposed Guidelines

The early settlement of matters by Enforcement Staff (i.e., prior to the formal commencement of proceedings) and the approval of such settlements is an exercise of staff discretion and is outside the Commission's adjudicative process. However, in the exercise of its oversight of the administration of the Securities Act, the Commission may from time to time provide general guidance on:

• the nature of matters that may be resolved by an Executive Director's Settlement; and

• the factors the Executive Director should consider in approving such a settlement.

The proposed guidelines for the approval of Executive Director's Settlements discuss both of these matters, as well as certain other related matters, including:

• consultation by the Executive Director with the Chair and any other Commissioner, in certain circumstances;

• procedure for approval of a settlement; and

• publication of Executive Director's Settlements.

The proposed guidelines have been developed by the Commission for the purposes of:

• encouraging the resolution of matters prior to the initiation of formal proceedings and publication of a Statement of Allegations and Notice of Hearing; and

• bringing transparency with respect to the nature of matters that may be resolved by an Executive Director's Settlement and the Commission's views as to the factors the Executive Director may consider in approving such a settlement.

Comments

The Commission invites interested parties to submit their comments on the proposed guidelines in writing. Persons submitting comments should be aware that written comments will be made public and will be published on the Commission's website unless confidentiality is requested. If you request confidentiality, the Commission will not place your comments in the public file, but may be required to make your comments available pursuant to a request made under freedom of information legislation.

Comments may be delivered in hardcopy or by e-mail by 5.00 pm on Wednesday, May 21, 2008. (If comments are not sent by e-mail, please forward an electronic version of the comments in MsWord format to the Secretary on CD.)

Please send your comments to the following address:

Questions

Please refer your questions to:

Text of the proposed guidelines

The text of the proposed guidelines follows.

March 21, 2008

ONTARIO SECURITIES COMMISSION

GUIDELINES FOR THE APPROVAL BY THE EXECUTIVE DIRECTOR

OF SETTLEMENTS OF ENFORCEMENT MATTERS

The purposes of the Ontario Securities Act (the "Act") are set out in Section 1.1 of the Act as follows:

(a) to provide protection to investors from unfair, improper or fraudulent practices; and

(b) to foster fair and efficient capital markets and confidence in capital markets.

The role of the Executive Director's Settlements in the administration of the Act

To promote public confidence in the administration of the Act, securities regulation generally, and enforcement proceedings in particular, must be conducted in an open and transparent manner. In resolving enforcement matters, the Commission must balance the requirements for a fair, timely and efficient disposition of matters with the need to encourage compliance by sending effective messages of deterrence. However, for the fair and expeditious administration of the Commission's enforcement authority under the Act, it may be in the public interest to resolve a matter through settlement at an early stage rather than through formal proceedings (after the issue of a notice of hearing) before a Commission panel or in the courts.

The resolution of enforcement matters at an early stage through agreement between Staff and parties alleged to have acted contrary to the Act, can result in more effective and immediate protection of investors and more rapid restoration of confidence in the capital markets than would be achieved through a more protracted formal proceeding. The early resolution of enforcement matters through settlement can also: (i) avoid unnecessary and potentially harmful delays; (ii) avoid circumstances where a detailed but unproven statement of allegations has been publicly issued and remains outstanding for an extended period; (iii) allow for a more flexible approach that achieves the Commission's regulatory objectives; (iv) avoid uncertainty to market participants as to the terms of a possible settlement and as to whether a settlement will be approved; (v) avoid the incurrence of unnecessary costs by market participants and the Commission; and (vi) result in a more efficient use of the Commission's resources.

In certain circumstances it may be appropriate that Staff, with the consent of the Executive Director, exercise its discretion to resolve an enforcement matter prior to the formal commencement of proceedings by entering into a voluntary settlement agreement with a party (an "Executive Director's Settlement"). For this purpose, a proceeding is considered to have been formally commenced either (i) on the issuance of a Statement of Allegations and Notice of Hearing in respect of a proceeding; or (ii) on the consent of the Chair of the Commission to the commencement of a proceeding under Section 122 of the Act in respect of a court proceeding. The settlement of an administrative proceeding that has been formally commenced must be approved by a panel of Commissioners.

Although the Commission recognizes that the decision to enter into an Executive Director's Settlement is an appropriate exercise of Staff's discretion, the Commission, in the exercise of its oversight of the administration of the Act, may from time to time provide general guidance on (i) the nature of matters that may be resolved by an Executive Director's Settlement, and (ii) the factors the Executive Director should consider in approving such a settlement.

Nature of Matters That Can Be Resolved

While it is within the discretion of the Executive Director to resolve any matter prior to initiation of a formal Proceeding{1}, the Executive Director should not approve an Executive