Ontario Securities Commission Bulletin

Issue 31/16 - April 18, 2008

Ont. Sec. Bull. Issue 31/16

Table of Contents

Chapter 1 - Notices / News Releases

Notices

• Current Proceedings Before The Ontario Securities Commission

News Releases

• CSA Increases Financial Literacy among Youth with "Financial Fitness Challenge"

• Mary Condon and Paulette Kennedy Appointed as OSC Commissioners

• OSC Chair Says Action Needed Now to Strengthen Canada's Securities Enforcement System

Notices from the Office of the Secretary

• LandBankers International MX, S.A. de C.V. et al.

• Gold-Quest International et al.

• FactorCorp Inc. et al.

• Swift Trade Inc. and Peter Beck

• Biovail Corporation et al.

Chapter 2 - Decisions, Orders and Rulings

Decisions

• Tyler Resources Inc. - s. 1(10)

• NUVO Network Management Inc. - MRRS Decision

• Viceroy Homes Limited - s. 1(10)(b)

• BRC DiamondCore Ltd. - MRRS Decision

• Nurun Inc. - s. 1(10)(b)

• Invesco Australia Ltd. and Certain of its Affiliates - MRRS Decision

• Connor, Clark & Lunn 2007 Flow-Through Limited Partnership et al. - MRRS Decision

• Northern Peru Copper Corp. - s. 1(10)(b)

• BetaPro Management Inc. and the ETFs Listed In Schedule A - MRRS Decision

• Goodman & Company, Investment Counsel Ltd. and Goodman Alternative Opportunities Fund - MRRS Decision

• Covington Venture Fund Inc. - MRRS Decision

Orders

• Explorator Resources Inc. - s. 1(11)(b)

• Highview Global Capital Management, LLC - ss. 3.1(1), 80 of the CFA

• Stone Harbor Investment Partners LP - ss. 3.1(1), 80 of the CFA

• LandBankers International MX, S.A. de C.V. et al. - ss. 127(1), 127(7)

• Gold-Quest International et al. - ss. 127(1), 127(5)

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

• RBC Asset Management Inc. et al. - NI Investment Fund Continuous Disclosure, s. 17.1

• Pzena Investment Management, LLC - s. 218 of the Regulation

• Comgest SA - s. 218 of the Regulation

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

• Biovail Corporation et al.

Chapter 4 - Cease Trading Orders

• Temporary, Permanent & Rescinding Issuer Cease Trading Orders

• Temporary, Permanent & Rescinding Management Cease Trading Orders

• Outstanding Management & Insider Cease Trading Orders

Chapter 5 - Rules and Policies

• CSA Notice of Amendments to NI 51-102 Continuous Disclosure Obligations, Form 51-102F3 Material Change Report, Companion Policy 51-102CP Continuous Disclosure Obligations, NI 52-108 Auditor Oversight, Companion Policy 52-110CP Audit Committees and NI 81-106 Investment Fund Continuous Disclosure

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 Sets Date for Brian Edward Mark Nerdahl Hearing in Toronto, Ontario

• CDS Rule Amendment Notice -- Technical Amendments to CDS Procedures Relating to IRS Section 302 Regulation

• CDS Rule Amendment Notice -- Technical Amendments to CDS Procedures -- Pledge: Changes to RMS 171 and 172 Security Loan Item Reports

• CDS Rule Amendment Notice -- Technical Amendments to CDS Procedures -- ITP Stats: Supplement Trade Details

Chapter 25 - Other Information

Approvals

• Crown Hill Capital Corporation - s. 213(3)(b) of the LTCA

• BMO Harris Investment Management Inc. - s. 213(3)(b) of the LTCA

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Chapter 1 -- Notices / News Releases

Current Proceedings Before The Ontario Securities Commission

APRIL 18, 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

Land Banc of Canada Inc., LBC Midland I Corporation, Fresno Securities Inc., Richard Jason Dolan, Marco Lorenti and Stephen Zeff Freedman

CSA Increases Financial Literacy among Youth with "Financial Fitness Challenge"

FOR IMMEDIATE RELEASE

APRIL 15, 2008

CSA INCREASES FINANCIAL LITERACY

AMONG YOUTH WITH

"FINANCIAL FITNESS CHALLENGE"

Montréal -- The Canadian Securities Administrators (CSA) are pleased to announce that more youth than ever are becoming financially fit, through their participation in the CSA's "Financial Fitness Challenge."

This year, the CSA invited youth aged 15 to 21 to take part in the interactive on-line challenge from February 4 to 29 to learn more about the importance of saving and investing money for their future. There was a 42 per cent increase from last year in the number of Canadian youth who successfully answered on-line quiz questions and registered to win a scholarship.

Furthermore, while only 53 per cent of youth visiting the Financial Fitness Challenge website were very interested in personal finance before completing the CSA's online challenge, 74 per cent said they were very interested in personal finance afterwards.

"Part of the CSA's mandate is to improve the financial literacy of Canada's youth and we are delighted to note that young people are increasingly interested in money management and investments," said CSA Chair Jean St-Gelais. "It is especially encouraging that they are becoming more interested in learning about personal finances as they take on the responsibility of earning and handling their own money."

The website, www.FinancialFitnessChallenge.ca, received 40,793 visits from youth who used the games, tips and other interactive activities - an increase of 18 per cent from 2007.

Teachers across the country were also invited to take the challenge by using the teacher resources on the site in their classrooms. Susan Joy Nowe, a teacher from Colonel Gray High School, in Charlottetown, P.E.I., won the $1,000 grand prize.

The 12 youth winners listed below, who hail from the Canadian provinces and territories, have each won a $750 scholarship by demonstrating their financial fitness savvy by successfully answering the series of on-line quiz questions:

• Kaylin Fantin (British Columbia)

• Tong Li (Alberta)

• Shalisse Slaney (Saskatchewan)

• Claudia Muller-Moran (Manitoba)

• Kailey McLeod (Ontario)

• Sandra Vanessa Ndikumasabo (Québec)

• Nicole Chiasson (New Brunswick)

• Raphael Schaefer (Nova Scotia)

• James Martin (Prince Edward Island)

• Allison Kelly (Newfoundland and Labrador)

• Stephen Allison (Northwest Territories)

• Mariele dePeuter (Nunavut/Yukon)

Although the Financial Fitness Challenge for 2008 is over, the site is accessible year-round, at www.Financial FitnessChallenge.ca. Youth who didn't win or missed the contest can look forward to another edition of the CSA contest next year.

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

Financial Services Regulation Division Newfoundland and Labrador

Mary Condon and Paulette Kennedy Appointed as OSC Commissioners

FOR IMMEDIATE RELEASE

April 15, 2008

MARY CONDON AND PAULETTE KENNEDY

APPOINTED AS OSC COMMISSIONERS

TORONTO -- David Wilson, Chair of the Ontario Securities Commission (OSC) announced today the appointments of Mary Condon and Paulette Kennedy as Commissioners, effective April 9, 2008, each for a term of two years.

"I welcome the addition of Mss. Condon and Kennedy as Commissioners and Board members," said Mr. Wilson. "Both individuals bring extensive industry background and in-depth knowledge of securities regulation to the OSC."

Mary Condon is a Professor of Law at York University's Osgoode Hall Law School. Professor Condon teaches securities regulation, advanced securities law, and corporate law in the LLB program, and directs the LLM program in securities law. An expert in Canadian securities regulation, Ms. Condon has conducted several consulting projects for expert panels and task forces. She is a former member of the OSC's Enforcement and Continuous Disclosure Advisory Committees, and is currently serving as a member of the Board of Trustees of the York University Pension Fund.

Paulette Kennedy is a Chartered Accountant who has held a number of senior positions with organizations such as Ford Motor Company of Canada, Sun Life Assurance Company of Canada and Sobeys Inc. Most recently, Ms. Kennedy served as Chief Financial Officer of AEGON Canada Inc., where she was responsible for the implementation of SOX compliance. She has a Bachelor of Commerce degree from McMaster University, and currently serves on the Business Board of the University of Toronto.

As the regulatory body responsible for overseeing the capital markets in Ontario, the Ontario Securities Commission administers and enforces the provincial Securities Act, the provincial Commodity Futures Act and administers certain provisions of the provincial Business Corporations Act. The Commission's mandate is to provide protection to investors from unfair, improper or fraudulent practices and to foster fair and efficient capital markets and confidence in their integrity.

OSC Chair Says Action Needed Now to Strengthen Canada's Securities Enforcement System

FOR IMMEDIATE RELEASE

April 16, 2008

OSC CHAIR SAYS ACTION NEEDED NOW

TO STRENGTHEN CANADA'S

SECURITIES ENFORCEMENT SYSTEM

TORONTO -- Ontario Securities Commission (OSC) Chair David Wilson today outlined six steps that would strengthen Canada's securities enforcement system and provide better protection to investors and the capital markets. "We know what the problems are. We know what the solutions are. It's time to act." Mr. Wilson said.

In a speech to the Economic Club of Toronto, the OSC Chair said the six steps that can be taken now are:

• the creation of a common securities regulator

• study investigative summons idea

• improved information-sharing processes

• streamlining the assessment of enforcement cases

• sharing of highly-skilled resources and

• using existing statutory powers to get money back.

"While not a silver bullet, there is no doubt that a common regulator would improve enforcement in Canada," Mr. Wilson said. "The Government of Ontario and the OSC's Minister -- Finance Minister Dwight Duncan -- have expressed strong support for a common securities regulator. I fully support them on this issue."

Mr. Wilson said the current securities enforcement structure is often referred to as the enforcement mosaic. "The overall securities enforcement mosaic is, in its way, very Canadian: complex, and heavily reliant on collaboration and cooperation. This complex structure can be changed or organized to function better. But for now, this mosaic is the system we have to work with. It's the hand we've been dealt.

"In this country, we have the resources, the skills, and the ideas to make securities regulation more effective," Mr. Wilson said. "Fortunately, I've see the appetite for change within the enforcement mosaic. It seems all we need is the will to make it happen."

Mr. Wilson said the OSC, as Canada's largest securities regulator, recognizes it has a responsibility to lead and cooperate effectively within the current enforcement mosaic. It is a responsibility the OSC accepts, he said, calling on everyone to do more to increase understanding of the existing regulatory system. "As Chair of the OSC, I want to contribute to that effort," Mr. Wilson said.

For a complete text of "Securities Enforcement in Canada: Strengthening the System" and supporting powerpoint presentation, please refer to the "Speeches" section of the OSC website (www.osc.gov.on.ca).

LandBankers International MX, S.A. de C.V. et al.

FOR IMMEDIATE RELEASE

April 14, 2008

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

LANDBANKERS INTERNATIONAL MX, S.A. DE C.V.;

SIERRA MADRE HOLDINGS MX, S.A. DE C.V.;

L&B LANDBANKING TRUST S.A. DE C.V.;

BRIAN J. WOLF ZACARIAS;

ROGER FERNANDO AYUSO LOYO;

ALAN HEMINGWAY; KELLY FRIESEN;

SONJA A. MCADAM; ED MOORE; KIM MOORE;

JASON ROGERS; AND DAVE URRUTIA

TORONTO -- The Commission issued an Order today which provides that the Temporary Order made by the Commission dated March 27, 2008, is extended to May 8, 2008 and the hearing of this matter is adjourned to May 8, 2008 at 2:30 p.m.

A copy of the Order dated April 14, 2008 and Temporary Order dated March 27, 2008 are available at www.osc.gov.on.ca.

Gold-Quest International et al.

FOR IMMEDIATE RELEASE

April 15, 2008

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

GOLD-QUEST INTERNATIONAL,

HEALTH AND HARMONEY,

IAIN BUCHANAN, AND LISA BUCHANAN

TORONTO -- The Commission issued an Order today, which provides that, on consent of counsel for Staff and counsel for Health and HarMONEY, Iain Buchanan and Lisa Buchanan;

1. the Temporary Order against the Respondents is extended until July 14, 2008 or until further order of the Commission, subject to the following;

2. Iain Buchanan shall be permitted to trade in securities listed on a recognized public exchange only in his own existing account(s), for his own benefit, and through a dealer registered with the Commission;

3. Lisa Buchanan shall be permitted to trade in securities listed on a recognized public exchange only in her own existing account(s), for her own benefit, through a dealer registered with the Commission.

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

FactorCorp Inc. et al.

FOR IMMEDIATE RELEASE

April 15, 2008

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

FACTORCORP INC.,

FACTORCORP FINANCIAL INC.,

AND MARK IVAN TWERDUN

TORONTO --The Commission issued an Order today pursuant to section 127 and 144 of the Act, that the Temporary Order, as varied, shall continue for the period expiring on June 16, 2008, unless further extended by the Commission.

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

Swift Trade Inc. and Peter Beck

FOR IMMEDIATE RELEASE

April 16, 2008

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

SWIFT TRADE INC. AND PETER BECK

TORONTO -- The Commission issued an Order today which provides that, the hearing scheduled for April 16, 2008 at 10:00 a.m. is adjourned on the consent of Staff and the Respondents to be spoken to on, June 12, 2008 at 10:00 a.m.

A copy of the Order dated April 16, 2008 is available at www.osc.gov.on.ca.

Biovail Corporation et al.

FOR IMMEDIATE RELEASE

April 16, 2008

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

BIOVAIL CORPORATION, EUGENE N. MELNYK,

BRIAN H. CROMBIE, JOHN R. MISZUK AND

KENNETH G. HOWLING

TORONTO -- The Commission issued an Order that the hearing scheduled for April 22, 2008 at 2:00 p.m. is adjourned on consent of all parties to commence on February 2, 2009 and shall continue until March 13, 2009, or such other dates as may be agreed to by the parties and fixed by the Secretary to the Commission.

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

Chapter 2 -- Decisions, Orders and Rulings

Tyler 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).

April 8, 2008

Attention: Jonathan Ip

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:

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 8th day of April, 2008.

NUVO Network Management Inc. - MRRS Decision

Headnote

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

Applicable Ontario Statutory Provisions

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

April 9, 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

NUVO NETWORK MANAGEMENT INC.

(the "Filer")

MRRS DECISION DOCUMENT

Background

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

Under the Mutual Reliance Review System for Exemptive Relief Applications:

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

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

Interpretation

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

Representations

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

1. The Filer is a corporation subsisting under the Canada Business Corporations Act ("CBCA"). The Filer was formed on February 22, 2008 as a result of the amalgamation of a predecessor entity of the same name, NUVO Network Management Inc. ("Old Nuvo") and 4456700 Canada Inc., as further described herein.

2. The Filer's head office and principal place of business is located at 100-2650 Queensview Drive, Ottawa, Ontario K2B 8H6.

3. On December 10, 2007, Old Nuvo, Versata Enterprises, Inc. ("Versata") and 4456700 Canada Inc. ("Versata Acquisition Subsidiary"), a wholly-owned subsidiary of Versata, entered into an arrangement agreement pursuant to which, subject to certain conditions, Versata agreed to acquire, through Versata Acquisition Subsidiary, all of the outstanding common shares of Old Nuvo by way of a plan of arrangement pursuant to the CBCA (the "Arrangement").

4. The Arrangement was approved by the Old Nuvo's shareholders at Old Nuvo's special meeting on February 15, 2008 and subsequently made effective by order of the Ontario Superior Court of Justice on February 22, 2008.

5. Immediately following the effective time of the Arrangement on February 22, 2008, Old Nuvo and Versata Acquisition Subsidiary amalgamated pursuant to the provisions of the CBCA and continued as the Filer under Old Nuvo's name. The Filer is a wholly-owned subsidiary of Versata.

6. Prior to the Arrangement, Old Nuvo was a reporting issuer in the Jurisdictions and British Columbia. As a result of the amalgamation of Old Nuvo and Versata Acquisition Subsidiary immediately following the Arrangement, the Filer became a reporting issuer in each of the Jurisdictions and British Columbia.

7. The Filer is applying for a decision that the Filer is not a reporting issuer in each of the Jurisdictions. On February 29, 2008, the Filer filed a notice of voluntary surrender of reporting issuer status in British Columbia pursuant to British Columbia Instrument 11-502 Voluntary Surrender of Reporting Issuer Status. As a consequence of filing this notice, the Filer ceased to be a reporting issuer in British Columbia on March 10, 2008.

8. The common shares of Old Nuvo were de-listed from the TSX Venture Exchange on February 22, 2008. No securities of the Filer are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operations.

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

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

11. The Filer is not in default of any of its obligations under the Legislation as a reporting issuer other than the requirement to file interim financial statements, related management discussion and analysis and officers' certificates for the period ended December 31, 2007.

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.

Viceroy Homes Limited - 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).

April 9, 2008

Dear Sirs/Mesdames:

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

As the Applicant has represented to the Decision Makers that:

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

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

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

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

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.

BRC DiamondCore Ltd. - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- Relief granted from the requirement to file financial statements that have been audited in accordance with either Canadian or United States generally accepted auditing standards with a business acquisition report -- Financial statements audited in accordance with International Standards on Auditing.

Applicable Legislative Provisions

National Instrument 52-107 -- Acceptable Accounting Principles, Auditing Standards and Reporting Currency, ss. 6.2, 9.1.

National Instrument 51-102 -- Continuous Disclosure Obligations, ss. 8.2. 8.3, 8.4.

April 9, 2008

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO, BRITISH COLUMBIA AND ALBERTA

(the "Jurisdictions")

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

BRC DIAMONDCORE LTD. (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") granting relief from the requirement contained in section 6.2 of National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency ("NI 52-107") to have annual financial statements of the Acquired Company (as defined below), which must be included in the Filer's BAR (as defined below) in respect of the Acquisition (as defined below) pursuant to section 8.4 of National Instrument 51-102 Continuous Disclosure Obligations ("NI 51-102"), audited in accordance with the prescribed form of auditing standards set out in section 6.2 of NI 52-107 (the "Requested Relief").

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

2.1 the Ontario Securities Commission is the principal regulator for this application; and

2.2 this MRRS decision document evidences the decision of each Decision Maker.

Interpretation

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

Representations

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

4.1 The Filer's head office is located at Suite 7070, 1 First Canadian Place, 100 King Street West, Toronto, Ontario, M5X 1E3.

4.2 The Filer is a corporation subsisting under the Canada Business Corporations Act and is a reporting issuer in each of the Jurisdictions.

4.3 The Filer is engaged in the business of diamond exploration in the Democratic Republic of the Congo and in South Africa.

4.4 The common shares of the Filer are listed and posted for trading on the Toronto Stock Exchange and the JSE Limited in Johannesburg, South Africa.

4.5 The Filer is not in default of any of its obligations as a reporting issuer under the Legislation of any of the Jurisdictions.

4.6 As described in a press release dated July 5, 2007 and a material change report dated July 13, 2007, the Filer entered into an agreement for the purpose of acquiring (the "Acquisition") all of the outstanding shares of Diamond Core Resources Limited (the "Acquired Company"). As disclosed in a press release dated February 11, 2008, the Acquisition was completed on February 11, 2008. In connection with the Acquisition, the name of the Filer was changed from BRC Diamond Corporation to BRC DiamondCore Ltd.

4.7 Prior to the Acquisition, the Acquired Company was a public company based in South Africa whose shares traded on the JSE Limited in Johannesburg, South Africa.

4.8 The Acquisition was a "significant acquisition" for the Filer, within the meaning of section 8.3 of NI 51-102, such that the Filer is required to file a "business acquisition report" ("BAR") in accordance with section 8.2 of NI 51-102 in respect of the Acquisition.

4.9 Pursuant to section 8.4 of NI 51-102, audited annual financial statements of the Acquired Company for the period ended June 30, 2007 ("Annual Acquisition Statements") are required to be included in the BAR.

4.10 The Annual Acquisition Statements have been prepared in accordance with International Financial Reporting Standards and audited in accordance with International Standards on Auditing ("ISA").

4.11 The auditor of the Acquired Company has expertise and experience in ISA. The auditor of the Acquired Company uses a standard audit methodology that complies with ISA.

4.12 The auditor of the Acquired Company is a member of the Baker Tilly International network of accounting firms worldwide. The auditor of the Acquired Company is able to make the statements set out in paragraph 6.2 of this decision as a result of consultations with the auditor's Canadian associate firm in the Baker Tilly International network.

4.13 Section 6.2 of NI 52-107 does not permit the Filer to file the Annual Acquisition Statements audited in accordance with ISA as the Filer is not a "foreign issuer" within the meaning of NI 52-107.

4.14 The Annual Acquisition Statements were audited in accordance with ISA pursuant to requirements governing publicly-traded companies in South Africa, including the requirements of the JSE Limited. Having the Annual Acquisition Statements audited a second time in accordance with Canadian or U.S. GAAS would cause the Filer to incur substantial additional costs and management time and possibly material delay in filing its BAR in respect of the Acquisition.

Decision

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

6. The decision of the Decision Makers pursuant to the Legislation is that the Requested Relief is granted, provided that:

6.1 the Annual Acquisition Statements are audited in accordance with ISA; and

6.2 the Annual Acquisition Statements are accompanied by an auditor's report from the auditor of the Acquired Company, which contains or is accompanied by a statement by the auditor that:

(a) describes any material differences in the form and content of the auditor's report as compared to an auditor's report prepared in accordance with Canadian GAAS; and

(b) indicates that an auditor's report prepared in accordance with Canadian GAAS would not contain a reservation.

Nurun 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., s. 1(10)(b).

April 7, 2008

Attention : Delphine Néant

Dear Madam:

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

As the Applicant has represented to the Decision Makers that:

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

• no securities of the Applicant are traded on a marketplace as defined in Regulation 21-101 respecting 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.

Invesco Australia Ltd. and Certain of its Affiliates - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- Filers are members of an international group of companies offering investment management services - The group of companies are joint actors for the purposes of NI 62-103 - Each of the Filers is not an "eligible institutional investor" under NI 62-103 because they are not in a jurisdiction set out in the definition of "investment manager" in NI 62-103 - Filers are exempt from the early warning requirements, moratorium provisions, insider reporting requirements and the prospectus requirements applicable to certain control block distributions subject to conditions - Filers' officers and directors are exempt from the insider reporting requirements subject to conditions.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 104(2)(c), 74.

National Instrument 62-103 The Early Warning System and Related Take-over Bid and Insider Reporting Issues, Parts 4, 9, 10.

National Instrument 45-106 Prospectus and Registration Exemptions, s. 4.1(3).

April 2, 2008

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN,

MANITOBA, ONTARIO, QUEBEC, NEW BRUNSWICK,

NOVA SCOTIA, NEWFOUNDLAND AND LABRADOR

(the Jurisdictions)

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

INVESCO AUSTRALIA LTD. (Invesco Australia)

AND CERTAIN OF ITS AFFILIATES

MRRS DECISION DOCUMENT

Background

The local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions has received an application from Invesco Australia, on behalf of the Filers (as defined herein) for a decision under the securities legislation of the Jurisdictions (the Legislation): (i) exempting the Filers from the early warning requirements, the moratorium provisions, the insider reporting requirements and the prospectus requirements applicable to certain control block distributions, as contained in the Legislation, and (ii) exempting the respective directors and senior officers of the Filers from the insider reporting requirements in cases where they are insiders of a reporting issuer solely as a result of being a director or senior officer of the Filers (the Requested Relief), in each case, provided that:

(a) the joint actors of the Filers which are eligible institutional investors (an EII) as defined in National Instrument 62-103 -- The Early Warning System and Related Take-Over Bid and Insider Reporting Issues (NI 62-103)

(i) are entitled to comply with the alternative monthly reporting requirements in Part 4 of NI 62-103,

(ii) are entitled to relief from the moratorium provisions under section 10.1 of NI 62-103,

(iii) are exempt from the insider reporting requirements in reliance on Part 9 of NI 62-103, and

(iv) are exempt from the prospectus requirements applicable to a control block distribution in reliance on s. 4.1(3) of National Instrument 45-106 -- Prospectus and Registration Exemptions (NI 45-106),

(b) each of the Filers complies with, and otherwise meets, the reporting, filing, and the other applicable conditions of NI 62-103 and NI 45-106, in each case as if the Filer is an EII thereunder, and

(c) each of the Filers is licensed, qualified or registered to provide portfolio management, investment counseling or similar advisory services in respect of securities, or is exempt from the requirement to be so licensed, qualified or registered, in the jurisdiction where its head office is located.

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

(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 and in NI 62-103 have the same meaning in this decision unless they are defined in this decision. "Filers" means Invesco Australia, the affiliates of Invesco Australia as set out in Schedule A and any future affiliates which are established and are not EIIs.

Representations

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

1. Invesco Ltd. (Invesco) is a company incorporated under the laws of Bermuda. It is the ultimate holding company of an international group of companies offering investment products and services to clients throughout the world. Invesco subsidiaries operate under the AIM, AIM Trimark, Invesco, Invesco Perpetual, Atlantic Trust, PowerShares and WL Ross & Co. brands (Invesco and its collective subsidiaries, including the Filers, are, collectively, the Invesco Group).

2. The head office of Invesco Australia is located in Sydney, Australia. Invesco Australia is regulated by the Australian Securities and Investment Commission. Invesco Australia does not qualify as an EII as it is not an investment manager in a jurisdiction set forth in the definition of "investment manager" in NI 62-103.

3. While most members of the Invesco Group qualify as an EII, each of the affiliates of Invesco Australia named in Schedule A does not qualify as an EII as each of such affiliates is not an investment manager in a jurisdiction set forth in the definition of "investment manager" in NI 62-103.

4. As at December 31, 2007, the Invesco Group had assets under management of approximately U.S. $500 billion. Of this amount, less than 5% was invested in equity securities of Canadian issuers. Investments made by the Filers represented a small proportion (less than 1%) of the amount invested by the Invesco Group in equity securities of Canadian issuers.

5. The Canadian securities reported which are in the portfolios of the Filers will be small relative to the holdings of the overall Invesco Group. None of the accounts or funds managed by the Filers have an investment objective to invest solely in Canadian securities. Generally, the Filers do not make direct decisions to invest in Canadian equities. Within the Invesco Group, such decisions are ordinarily made by the EIIs.

6. To the extent that the EIIs in the Invesco Group have triggered the early warning, insider reporting or control block distribution requirements to date, such requirements have been satisfied by complying with the alternative monthly reporting system in Part 4 of NI 62-103, relying on the insider reporting exemption in Part 9 of NI 62-103 or relying on the control block distribution exemption in section 4.1(3) of NI 45-106, respectively.

7. None of the Filers has triggered the early warning, insider reporting or control block distribution requirements to date.

8. Currently, the Invesco Group relies on the aggregation relief provided by Part 5 of NI 62-103 to disaggregate holdings between the North American and non-North American business units. However, certain organizational changes are anticipated that would allow for greater integration of the Invesco Group's operations globally, but which would result in the inability of the Invesco Group to continue to rely on the aggregation relief provided by Part 5 of NI 62-103.

9. Although a minority of Invesco Group members are not EIIs, these entities follow the same process and controls as other members of the Invesco Group who are EIIs. In particular, for reporting purposes, all Invesco Group companies provide their numbers through the same internal process so that they can be combined where required by law and the appropriate reports can be filed.

10. NI 62-103 allows an EII to comply with an alternative reporting regime in connection with the early warning requirements, the moratorium provisions and the insider reporting requirements of the Legislation. In particular, section 4.8 of NI 62-103 exempts joint actors with an EII from having to file multiple reports if the EII files a report at the time the joint actor would be required to file a report. In a situation where the EIIs of the Invesco Group are entitled to rely on the alternative monthly reporting system, the early warning obligations of one or more of the Filers as non-EIIs results in: (i) the requirement for the Invesco Group to issue instead a press release and to file an early warning report in compliance with Part 3 of NI 62-103 since the timing requirement for the Filers (as non-EIIs) is different than for all of its other joint actors who are EIIs, and (ii) the Invesco Group's positions being reported inappropriately; that is, as though they are active, controlling investments in Canadian reporting issuers, rather than as investments managed by a portfolio manager of a fund or account, where no control or direction over the issuer is sought.

11. Section 4.1(3) of NI 45-106 exempts eligible institutional investors from the prospectus requirements in effecting control block distributions provided certain conditions are met, including, in particular, that an eligible institutional investor, either alone or together with its joint actors, does not have effective control. In a situation where the EIIs of the Invesco Group would be entitled to rely on the control block distribution exemption in section 4.1(3) of NI 45-106, the control block distribution obligations of one or more of the Filers as non-EIIs would result in the requirement for the Invesco Group to file a prospectus and comply with the SEDAR filing, trading moratorium and other requirements for control block distributions applicable to non-EIIs that are contained in the Legislation.

Decision

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

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

(a) the joint actors of the Filers which are EIIs

(i) are entitled to comply with the reporting requirements in Part 4 of NI 62-103,

(ii) are entitled to relief from the moratorium provisions under section 10.1 of NI 62-103,

(iii) are exempt from the insider reporting requirements in reliance on Part 9 of NI 62-103, and

(iv) are exempt from the prospectus requirements applicable to a control block distribution in reliance on s. 4.1(3) of NI 45-106,

(b) each of the Filers complies with, and otherwise meets, the reporting, filing, and the other applicable conditions of NI 62-103 and NI 45-106, in each case as if the Filer is an EII thereunder, and

(c) each of the Filers is licensed, qualified or registered to provide portfolio management, investment counseling or similar advisory services in respect of securities, or is exempt from the requirement to be so licensed, qualified or registered, in the jurisdiction where its head office is located.

Schedule A

Connor, Clark & Lunn 2007 Flow-Through Limited Partnership et al. - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- Exemptions granted to flow-through limited partnerships from the requirements in National Instrument 81-106 Investment Fund Continuous Disclosure to file an annual information form, to maintain and prepare an annual proxy voting record, to post the proxy voting record on their website, and to provide it to securityholders upon request -- Flow-though limited partnerships are short-term investment vehicles formed solely to invest its available funds in flow-through shares of resource issuers -- The securities of flow-through limited partnerships are not redeemable and there is no readily available secondary market for the securities -- A flow-through limited partnership's other continuous disclosure documents will provide all relevant information necessary for investors to understand the its investment objectives and strategies, financial position and future plans.

Rules Cited

National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 9.2, 10.3, 10.4, 17.1.

April 8, 2008

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO, BRITISH COLUMBIA, ALBERTA,

SASKATCHEWAN, MANITOBA, QUEBEC,

NEW BRUNSWICK, NOVA SCOTIA,

NEWFOUNDLAND AND LABRADOR

(THE "JURISDICTIONS")

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

CONNOR, CLARK & LUNN 2007 FLOW-THROUGH

LIMITED PARTNERSHIP ("2007 PARTNERSHIP")

AND

CONNOR, CLARK & LUNN 2008 FLOW-THROUGH

LIMITED PARTNERSHIP ("2008 PARTNERSHIP")

AND

CONNOR, CLARK & LUNN CAPITAL MARKETS

("MANAGER")

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 2007 Partnership and the 2008 Partnership (the "Partnerships") and from the Manager, on behalf of any future limited partnership managed by the Manager that is identical to the Partnerships in all material respects (the "Future Partnerships") and that invests in Flow-Through Shares (as hereinafter defined) (together with the Partnerships, the "Partnership Filers") (the Partnership Filers and the Manager are, collectively, the "Filers"), for a decision under the securities legislation of the Jurisdictions (the "Legislation") for an exemption from:

(i) The requirement in section 9.2 of National Instrument 81-106 Investment Fund Continuous Disclosure ("NI 81-106") to prepare and file an annual information form (the "AIF");

(ii) The requirement in section 10.3 of NI 81-106 to maintain a proxy voting record (the "Proxy Voting Record"); and

(iii) The requirements in section 10.4 of NI 81-106 to prepare a Proxy Voting Record on an annual basis for the period ending June 30 of each year, to post the Proxy Voting Record on the Partnership Filers' website no later than August 31 of each year and to send the Proxy Voting Record to the limited partners of the Partnership Filers (the "Limited Partners") upon request.

((i), (ii) and (iii) are collectively the "Requested Relief").

Under the Mutual Reliance Review System for Exemptive Relief Applications

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

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

Interpretation

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

Representations

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

1. The 2007 Partnership was formed pursuant to the provisions of the Limited Partnership Act (Ontario) on August 16, 2007. The 2008 Partnership was formed pursuant to the provisions of the Limited Partnerships Act (Ontario) on December 11, 2007.

2. The principal office addresses and the registered office addresses of the Filers is, or will be, in Toronto, Ontario.

3. The 2007 Partnership is a reporting issuer in each of the provinces of Canada by virtue of a final prospectus dated September 24, 2007. The 2008 Partnership is a reporting issuer in each of the provinces of Canada by virtue of a final prospectus dated January 30, 2008. Any Future Partnership will also be a reporting issuer in each province of Canada.

4. The Partnerships are, and the Future Partnerships will be, limited partnerships formed to invest primarily in certain common shares ("Flow-Through Shares") of companies involved primarily in oil and gas, mining or renewable energy exploration and development (each a "Resource Issuer") pursuant to agreements ("Investment Agreements") between the Partnership and the relevant Resource Issuer. Under the terms of each Investment Agreement, the Partnership Filers will subscribe for Flow-Through Shares of the Resource Issuer and the Resource Issuer will agree to incur and renounce to the Partnership Filers expenditures in respect of resource exploration and development which qualify as Canadian exploration expense or as Canadian development expense.

5. The Manager is the manager of the Partnerships and will be the manager of the Future Partnerships. As manager, the Manager provides all of the administrative services required by the Partnership Filers.

6. It is the current intention of the general partners of the Partnerships that the Partnerships will transfer their assets to a mutual fund corporation managed by the Manager in exchange for shares of a class of shares of a mutual fund corporation managed by the Manager that is an open-end mutual fund. Thereafter, the Partnerships will be dissolved and the Limited Partners of each Partnership would receive their pro rata share of the shares of that mutual fund. These events are expected to occur approximately two years after the Partnerships become reporting issuers: on or before September 30, 2009 in the case of the 2007 Partnership, and on or before June 30, 2010 in the case of the 2008 Partnership. The Manager expects that any Future Partnership will also be terminated approximately two years after it becomes a reporting issuer on the same basis as the Partnerships.

7. The Partnerships are not, and will not be, operating businesses. Rather, each Partnership is, or will be, a short-term special purpose vehicle that will be dissolved within approximately two years of its formation. A primary purpose of the Partnerships is to obtain for the Limited Partners the significant tax benefits that accrue when Resource Issuers renounce resource exploration and development expenditures to the Limited Partners through Flow-Through Shares.

8. The units of the Partnerships (the "Units") are not, and will not be, listed or quoted for trading on any stock exchange or market. The Units are not redeemable by the Limited Partners. Generally, Units are not transferred by Limited Partners, since Limited Partners must be holders of the Units on the last day of each fiscal year of the Partnerships in order to obtain the desired tax deduction.

9. Since their formation, the Partnerships' activities have been limited to (i) completing the issue of the Units under its prospectus, (ii) investing its available funds in accordance with its respective investment objectives, and (iii) incurring expenses as described in its prospectus. Any Future Partnerships will be structured in a similar fashion.

10. Given the limited range of business activities to be conducted by the Partnership Filers, the short duration of their existence and the nature of the investment of the Limited Partners, the preparation and distribution of an AIF by the Partnership Filers would not be of any benefit to the Limited Partners and may impose a material financial burden on the Partnership Filers. Upon the occurrence of any material change to the Partnership Filers, Limited Partners would receive all relevant information from the material change reports that Partnership Filers are required to file under applicable securities legislation.

11. As a result of the implementation of N1 81-106, investors purchasing Units of the Partnership Filers were, or will be, provided with a prospectus containing written policies on how the Flow-Through Shares or other securities held by the Partnership Filers are voted (the "Proxy Voting Policies"), and had, or will have, the opportunity to review the Proxy Voting Policies before deciding whether to invest in Units.

12. Generally, the Proxy Voting Policies require that the securities of companies held by the Partnership be voted in a manner most consistent with the economic interests of the Limited Partners of the Partnerships.

13. Given the Partnership Filers' short lifespan, the production of a Proxy Voting Record would provide Limited Partners with very little opportunity for recourse if they disagreed with the manner in which the Partnerships exercised or failed to exercise its proxy voting rights, as the Partnerships would likely be dissolved by the time any potential change could materialize.

14. Preparing and making available to Limited Partners a Proxy Voting Record will not be of any benefit to Limited Partners and may impose a material financial burden on the Partnerships.

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.

Northern Peru Copper Corp. - 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).

April 14, 2008

Dear Sirs/Mesdames:

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

As the Applicant represented to the Decision Makers that:

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

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

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

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

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

BetaPro Management Inc. and the ETFs Listed In Schedule A - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- Exchange traded commodity pools granted relief from certain restrictions in National Instrument 81-102 Mutual Funds on securities lending transactions, including (i) the 50% limit on lending; (ii) the requirement to use a custodial lending agent; and (iii) the requirement to hold the collateral during the course of the transaction.

Rules Cited

National Instrument 81-102 Mutual Funds, ss. 2.12(1)1, 2.12(1)2, 2.12(1)12, 2.12(3), 2.15, 2.16, 19.1.

April 7, 2008

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN,

MANITOBA, ONTARIO, QUÉBEC, NEW BRUNSWICK,

NOVA SCOTIA, PRINCE EDWARD ISLAND, AND

NEWFOUNDLAND AND LABRADOR

(the Jurisdictions)

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

(MRRS)

AND

IN THE MATTER OF

BETAPRO MANAGEMENT INC.

(the Filer)

AND

THE ETFs LISTED IN SCHEDULE A

(each an Existing ETF)

MRRS DECISION DOCUMENT

Background

The local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions has received an application from the Filer on behalf of the Existing ETFs set out in Schedule A, including any similar exchange traded funds established by the Filer in the future (each a Future ETF), for a decision under the securities legislation of the Jurisdictions (the Legislation) for exemptive relief for the Existing ETFs and the Future ETFs (each an ETF) from the following provisions of National Instrument 81-102 Mutual Funds (NI 81-102):

1. subsection 2.12(1)1 of NI 81-102 to permit an ETF to enter into securities lending transactions that will not be administered in compliance with all of the requirements of section 2.15 and 2.16 of NI 81-102;

2. subsection 2.12(1)2 of NI 81-102 to permit an ETF to enter into securities lending transactions that do not fully comply with the requirements of section 2.12 of NI 81-102;

3. subsection 2.12(1)12 of NI 81-102 to permit an ETF to enter into securities lending transactions in which the aggregate market value of securities loaned by the ETF exceeds 50% of the total assets of the ETF;

4. subsection 2.12(3) of NI 81-102 to permit an ETF, during the term of a securities lending transaction, to not hold or to dispose of any non-cash collateral delivered to it as collateral in the transaction;

5. section 2.15 of NI 81-102 to permit an ETF to appoint an agent (Agent), other than the custodian or sub-custodian of the ETF, as agent for administering the securities lending transactions entered into by the ETF; and

6. section 2.16 of NI 81-102 to the extent this section contemplates that securities lending transactions be entered into through an agent appointed under section 2.15 of NI 81-102.

Paragraphs 1 through 6 above are collectively referred as 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 NI 81-102 and National Instrument 14-101 Definitions have the same meaning in this MRRS decision document unless they are defined in this MRRS decision document.

Representations

This MRRS decision document is based on the following facts represented by the Filer on behalf of the ETFs:

1. Each ETF is, or will be, a mutual fund trust organized under the laws of Ontario and is, or will be, a reporting issuer under the laws of some or all of the Jurisdictions.

2. The Filer, a corporation incorporated under the laws of Canada, acts, or will act as, the trustee and manager of each ETF.

3. Securities of each ETF are, or will be, listed on the Toronto Stock Exchange (the TSX). The Filer will not file a final prospectus for an ETF unless the TSX has conditionally approved the listing of securities of the ETF.

4. Each ETF is, or will be, a commodity pool as such term is defined in section 1.1(1) of National Instrument 81-104 Commodity Pools, in that each ETF has adopted, or will adopt, fundamental investment objectives that permit that ETF to use or invest in financial instruments in a manner that is not permitted under NI 81-102.

5. Each ETF's fundamental investment objective will be to provide daily results, before fees, expenses, distributions, brokerage commissions and other transaction costs, that endeavour to correspond to a multiple or the inverse (opposite) multiple of the daily performance of a "permitted index" as defined in NI 81-102 (the Underlying Index).

6. In order to achieve its fundamental investment objective, each ETF will invest in equity securities and/or other financial instruments, including derivatives.

7. Each bull ETF uses, or will use, financial instruments to track its Underlying Index by +200% on a daily basis. Each bear ETF uses, or will use, financial instruments to track the inverse of its Underlying Index by -200% on a daily basis.

8. Each bull ETF will be rebalanced daily to ensure that its exposure and performance will be +200% of its Underlying Index on each day on which it is valued and each bear ETF will be rebalanced daily to ensure that its exposure and performance will only be -200% of its Underlying Index on each day on which it is valued.

9. Initially, each ETF intends to achieve its investment objective by means of a forward contract. Each ETF will invest its net proceeds from this offering in a basket of Canadian equity securities (the Common Share Portfolio) and will then pledge the securities within its Common Share Portfolio to a Canadian chartered bank (the Counterparty), pursuant to a forward share purchase agreement or some other equivalent financial instrument (the Forward Contract).

10. The Common Share Portfolio of an ETF is generally a static portfolio that will not be actively managed except in limited circumstances. The Common Share Portfolio of an ETF is held by the custodian of the ETF, but solely and exclusively as an agent of the Counterparty. As a result, while the Common Share Portfolio is held by the custodian of an ETF, it is actually held as pledged security to the Forward Contract the ETF has entered into, on behalf of the Counterparty to the Forward Contract.

11. The Filer proposes to engage in securities lending transactions on behalf of each ETF that may represent up to 100% of the net assets of that ETF, in order to earn additional returns for that ETF. The Filer may lend the securities of an ETF to one or more borrowers indirectly through an Agent, other than the custodian or sub-custodian of the ETF, which will be a Canadian financial institution or the investment bank affiliate of a Canadian financial institution. It may not be practical for the custodian of an ETF to act as Agent with respect to the ETF's securities lending transactions as it may not have control over the securities in the ETF's Common Share Portfolio for the reason set out in paragraph 10.

12. Each ETF may appoint the Counterparty or, in appropriate circumstances, an affiliated dealer of the Counterparty, through the custodian (which is holding the Common Share Portfolio on behalf of the Counterparty), to act as that ETF's Agent in administering that ETF's securities lending activities. It is also possible that an ETF's custodian will, with the consent of the Counterparty, act as the ETF's Agent with respect to the ETF's securities lending activities.

13. The securities lending activities of an ETF are in addition to the exemptive relief the ETF has already obtained which allow it to borrow up to 15% of its net assets to fund redemptions.

14. The Filer shall ensure that any Agent through which an ETF lends securities shall maintain appropriate internal controls, procedures, and records for securities lending transactions as prescribed in subsection 2.16(2) of NI 81-102.

15. The securities of the Common Share Portfolio of an ETF will be pledged to the Counterparty as collateral for the obligations of the ETF under its Forward Contract. The Counterparty must release its security interest in the securities in the Common Share Portfolio of the ETF in order to allow the ETF to lend such securities, provided that the ETF grants the Counterparty a security interest in the collateral held by the ETF for the loaned securities.

16. To facilitate the Counterparty's release of its security interest in the securities in the Common Share Portfolio of an ETF, the Filer will ensure that the securities of the Common Share Portfolio of the ETF are loaned to an affiliate of the Counterparty, which will be a registered dealer and a member of the Investment Dealers Association of Canada or another borrower that is acceptable to both the Filer and the Counterparty.

17. The collateral received by an ETF in respect of a securities lending transaction, and in which the Counterparty will have a security interest, will not be reinvested in any other types of investment products.

18. The prospectus of each ETF will contain disclosure about securities lending transactions before that ETF enters into such securities lending transactions. Other than as set forth herein, any securities lending transactions on behalf of an ETF will be conducted in accordance with the provisions of NI 81-102.

Decision

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

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

(a) with respect to the exemption from subsection 2.12(1)12 of NI 81-102, each ETF, in connection with a securities lending transaction is using a Forward Contract and,

(i) receives the collateral prescribed by subsections 2.12(1)3 to 6 of NI 81-102,

(ii) has the rights set forth in subsections 2.12(1)7 to 9 and 2.12(1)11 of NI 81-102, and

(iii) complies with subsection 2.12(1)10 of NI 81-102;

(b) with respect to the exemption from subsection 2.12(3) of NI 81-102, each ETF provides a security interest to the applicable Counterparty in the collateral delivered to it as collateral pursuant to a securities lending transaction as described in representation 15;

(c) with respect to the exemption from section 2.15 of NI 81-102:

(i) each ETF enters into a written agreement with an Agent that complies with each of the requirements set forth in subsection 2.15(4) of NI 81-102, except as set out herein;

(ii) the Agent administering the securities lending transaction of each ETF:

(A) is in compliance with subsection 2.15(5) of NI 81-102; and

(B) is a bank or trust company described in paragraph 1 or 2 of section 6.2 of NI 81-102 or the investment bank affiliate of such bank or trust company that is registered as an investment dealer or in an equivalent registration category; and

(d) with respect to the exemption from section 2.16 of NI 81-102, the Filer and the ETFs comply with the requirements of section 2.16 of NI 81-102 as if references to an "agent appointed under section 2.15" in that section are references to an "agent appointed by the manager".