Ontario Securities Commission Bulletin

Issue 31/18 - May 02, 2008

Ont. Sec. Bull. Issue 31/18

Table of Contents

Chapter 1 - Notices / News Releases

Notices

• Current Proceedings Before The Ontario Securities Commission

Notices from the Office of the Secretary

• First Global Ventures, S.A. et al.

Chapter 2 - Decisions, Orders and Rulings

Decisions

• Mavrix Explore 2007 - I FT Limited Partnership and Mavrix Explore 2007 - II FT Limited Partnership - MRRS Decision

• Xerox Canada Inc. and Xerox Corporation - MRRS Decision

• TD Asset Management Inc. - MRRS Decision

• I.G. Investment Management, Ltd. and Investors Mortgage and Short Term Income Fund - MRRS Decision

• Franklin Templeton Investments Corp. - MRRS Decision

• Absolut Resources Inc. - s. 1(10)

• St. Geneviève Resources Ltd. - s. 1(10)

• Griffin Corporation - s. 1(10)

• Rio Tinto Alcan Inc. - MRRS Decision

• Capital International Asset Management (Canada), Inc. and Capital International -- Canadian Core Plus Fixed Income

• Cargojet Income Fund - MRRS Decision

• EnerVest FTS Limited Partnership 2006 - MRRS Decision

Orders

• Mackenzie Financial Corporation et al. - s. 144

• Slocan-Rambler Mines (1947) Limited - s. 144

• Tudor Capital (U.K.), L.P. and Tudor Investment Corporation - ss. 3.1(1), 80 of the CFA

• First Global Ventures, S.A. et al.

Chapter 3 - Reasons: Decisions, Orders and Rulings

OSC Decisions, Orders and Rulings

• AIG Global Investment Corp. - s. 26(3)

Chapter 4 - Cease Trading Orders

• Temporary, Permanent & Rescinding Issuer Cease Trading Orders

• Temporary, Permanent & Rescinding Management Cease Trading Orders

• Outstanding Management & Insider Cease Trading Orders

Chapter 8 - Notice of Exempt Financings

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

Chapter 11 - IPOs, New Issues and Secondary Financings

Chapter 12 - Registrations

• Registrants

Chapter 13 - SRO Notices and Disciplinary Proceedings

• MFDA Sets Date for Gerard & Mavis Brake Hearing in Winnipeg, Manitoba

• Extension of Comment Period for Proposed IDA Rules to Implement the Core Principles of the Client Relationship Model

• MFDA Issues Notice of Settlement Hearing Regarding Portfolio Strategies Corporation

• CDS Rule Amendment Notice -- Technical Amendments to CDS Procedures -- ACCESS Redaction

Chapter 25 - Other Information

Exemptions

• Canada Dominion Resources 2008 II Limited Partnership - OSC Rule 41-501 General Prospectus Requirements, s. 15.1

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

Chapter 1 -- Notices / News Releases

Current Proceedings Before The Ontario Securities Commission

MAY 2, 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

First Global Ventures, S.A. et al.

FOR IMMEDIATE RELEASE

April 30, 2008

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

FIRST GLOBAL VENTURES, S.A.,

ABRAHAM HERBERT GROSSMAN

(a.k.a. ALLEN GROSSMAN) AND

ALAN MARSH SHUMAN

(a.k.a. ALAN MARSH)

TORONTO -- The Commission issued an Order today adjourning the hearing on sanctions until June 20, 2008 at 10:00 a.m.

A copy of the Order dated April 30, 2008 is available at www.osc.gov.on.ca.

Chapter 2 -- Decisions, Orders and Rulings

Mavrix Explore 2007 - I FT Limited Partnership and Mavrix Explore 2007 - II FT Limited Partnership - 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 -- Flow-through limited partnerships have a short lifespan and do not have a readily available secondary market.

Applicable Legislative Provisions

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

April 22, 2008

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN,

MANITOBA, ONTARIO, QUÉBEC, NEW BRUNSWICK,

NOVA SCOTIA AND NEWFOUNDLAND

AND LABRADOR

(the "Jurisdictions")

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

MAVRIX EXPLORE 2007 - I FT

LIMITED PARTNERSHIP

("Mavrix 2007-I")

AND

MAVRIX EXPLORE 2007 - II FT

LIMITED PARTNERSHIP

("Mavrix 2007-II")

(together, the "Filers")

MRRS DECISION DOCUMENT

Background

The local securities regulatory authority or regulator (the "Decision Maker") in each of the Jurisdictions has received an application from the Filers for a decision under the securities legislation of the Jurisdictions (the "Legislation") for an exemption from the annual information form ("AIF") filing requirement in section 9.2 of National Instrument 81-106 - Investment Funds Continuous Disclosure pursuant to section 17.1 thereof (the "Requested Relief").

Under the Mutual Reliance Review System for Exemptive Relief Applications:

(a) the Ontario Securities Commission (the "OSC") 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 Filers:

1. Mavrix 2007-I is a limited partnership formed pursuant to the provisions of the Limited Partnerships Act (Ontario) on January 25, 2007. Mavrix 2007-I filed a final prospectus dated February 21, 2007 (the "2007-I Final Prospectus") relating to the initial public offering of its units with the securities regulators in each of the Jurisdictions and was issued a final Mutual Reliance Review System decision document dated February 22, 2007 by the OSC, as the principal regulator under National Policy 43-201 - Mutual Reliance Review System for Prospectuses (the "MRRS Policy").

2. Mavrix 2007-II is a limited partnership formed pursuant to the provisions of the Limited Partnerships Act (Ontario) on August 20, 2007. Mavrix 2007-II filed a final prospectus dated September 18, 2007 (the "2007-II Final Prospectus", and together with the 2007-I Final Prospectus, the "Final Prospectuses") relating to the initial public offering of its units with the securities regulators in the Jurisdictions and was issued a final Mutual Reliance Review System decision document dated September 19, 2007 by the OSC, as the principal regulator under the MRRS Policy.

3. On April 25, 2007, Mavrix 2007-I completed the issue of all its units offered under the 2007-I Final Prospectus. On October 16, 2007, Mavrix 2007-II completed the issue of all its units offered under the 2007-II Final Prospectus. No additional units have been or may be issued by the Filers. The units have not been and will not be listed or quoted for trading on any stock exchange or market. Units of the Filers are also not redeemable by the limited partners.

4. As a result of the issuance of the final decision documents as described above, the Filers are reporting issuers in the Jurisdictions. The head office of each of the Filers is located in Toronto, Ontario.

5. The Filers were formed with the primary investment objective of investing in flow-through shares ("Flow-Through Shares") of resource issuers engaged in mineral or oil and gas exploration in Canada, with a view to maximizing the tax benefit of an investment in units of the Filers, preserving capital and achieving capital appreciation for their limited partners. Flow-Through Shares are common shares purchased from the treasury of a resource issuer under an agreement which provides that, in addition to issuing common shares, the resource issuer agrees to incur and renounce Qualified Canadian Exploration Expenses (as defined in the Final Prospectuses) to the Filers in an amount equal to the subscription price of the Flow-Through Shares.

6. The general partner of each of the Filers has been authorized to implement an exchange transaction under which the Filers would transfer their respective assets to an open-end mutual fund corporation, on a tax deferred basis, in exchange for mutual fund shares (each a "Mutual Fund Rollover Transaction"), all as disclosed in the respective Final Prospectus of the Filers. Mavrix 2007-I and Mavrix 2007-II will be dissolved on or about June 30, 2009 and November 30, 2009, respectively, if the Mutual Fund Rollover Transactions are not commenced by March 31, 2009 and August 31, 2009, respectively. Prior to such dissolution, Mavrix Fund Management Inc., in its capacity as the manager of both Filers, will in its discretion take steps to convert all or any part of the net assets of the Filers to cash and cause any liabilities of the Filers to be paid. Upon dissolution, the respective net assets of the Filers will be distributed pro rata to the respective Filers' limited partners.

7. Since their formation, the Filers' activities have been limited to (i) completing the issue of the units under their respective Final Prospectus, (ii) investing their available funds in accordance with their investment objectives, and (iii) incurring expenses as described in their respective Final Prospectus.

8. The Final Prospectus, financial statements and management reports of fund performance of each Filer provide sufficient information necessary for a limited partner to understand the Filer's business, its financial position and its future plans, including the Mutual Fund Rollover Transaction. Upon the occurrence of a material change to a Filer, limited partners of the Filer will receive all relevant information from the material change report the Filer is required to file in the Jurisdictions.

9. In light of the foregoing, the limited range of business activities to be conducted by the Filers, the nature of the investment of the limited partners in the Filers and the fact that the Filers intend to dissolve approximately 2 years after their respective formation, the requirement to file an AIF may impose a material financial burden on the Filers without producing a corresponding benefit to their limited partners.

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.

Xerox Canada Inc. and Xerox Corporation - MRRS Decision

Headnote

MRRS -- Relief from continuous disclosure, certification, audit committee and corporate governance disclosure requirements of securities legislation -- Large majority of Exchangeable Shares of Exchangeco have been exchanged for common shares of the parent -- Exchangeable Shares do not trade on an exchange -- Exchangeable Shares are not "designated exchangeable securities" under NI 51-102 because they do not have voting rights in parent and have liquidation rights in respect of Exchangeco -- Relief subject to a number of conditions including Exchangeco to provide alternative annual and interim financial information.

Applicable Legislative Provisions

National Instrument 51-102 - Continuous Disclosure Obligations.

Multilateral Instrument 52-109 - Certification of Disclosure in Issuers' Annual and Interim Filings.

National Instrument 52-110 - Audit Committees.

National Instrument 58-101 - Disclosure of Corporate Governance Practices.

April 18, 2008

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN,

MANITOBA, ONTARIO, QUEBEC, NEW BRUNSWICK,

NOVA SCOTIA, NEWFOUNDLAND AND LABRADOR,

PRINCE EDWARD ISLAND, YUKON TERRITORY,

NORTHWEST TERRITORIES AND NUNAVUT

(the "Jurisdictions")

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

XEROX CANADA INC.

(the "Filer")

AND

XEROX CORPORATION

("Xerox")

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 and Xerox for a decision under the securities legislation of the Jurisdictions (the "Legislation") that the Filer be exempted from the requirements of:

(a) National Instrument 51-102 - Continuous Disclosure Obligations ("NI 51-102") in all the Jurisdictions where NI 51-102 has been adopted and from any comparable continuous disclosure requirements under the Legislation that have not yet been repealed or otherwise rendered ineffective as a consequence of the adoption of NI 51-102;

(b) Multilateral Instrument 52-109 - Certification of Disclosure in Issuers' Annual and Interim Filings ("MI 52-109") in all the Jurisdictions where MI 52-109 has been adopted;

(c) National Instrument 52-110 - Audit Committees ("NI 52-110") in all the Jurisdictions where NI 52-110 has been adopted; and

(d) National Instrument 58-101 - Disclosure of Corporate Governance Practices ("NI 58-101") in all the Jurisdictions where NI 58-101 has been adopted,

(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

Unless otherwise defined, the terms used herein have the meaning set out in National Instrument 14-101 - Definitions.

Representations

The Filer has represented to the Decision Makers that:

1. The Filer is a corporation amalgamated under the OBCA pursuant to articles of amalgamation dated November 30, 1989, as amended. The head office of the Filer is located in Toronto, Ontario.

2. The Filer is a reporting issuer or the equivalent in each of the Jurisdictions and is a "venture issuer" as defined in NI 51-102, NI 52-110 and NI 58-101.

3. The authorized share capital of the Filer consists of an unlimited number of Class A Shares (the "Class A Shares"), an unlimited number of preference shares (the "Preference Shares") and an unlimited number of Non-Voting Exchangeable Class B Shares (the "Exchangeable Shares"). Following the filing of the articles of amendment for the Filer creating the Exchangeable Shares on February 14, 1990, there were approximately 7,950,086 Exchangeable Shares, 29,996,955 Class A Shares, and 160,000 Preference Shares outstanding. As of December 31, 2007, there were 684,584 Exchangeable Shares, 29,996,956 Class A Shares, and 222,376 Preference Shares issued and outstanding.

4. The rights, privileges, restrictions and conditions attaching to the Class A Shares and the Preference Shares are set out in articles of amalgamation of the Filer filed on November 30, 1989, as amended by articles of amendment filed on February 14, 1990.

5. Holders of Class A Shares are entitled (i) to dividends if, as and when declared by the directors of the Filer, (ii) upon the liquidation, dissolution or winding-up of the Filer, to participate rateably with the holders of Exchangeable Shares in the assets of the Filer, and (iii) to one vote in respect of each Class A Share on matters brought before all meetings of holders of Class A Shares.

6. Holders of Preference Shares are entitled (i) to fixed preferential non-cumulative cash dividends as and when declared by the directors of the Filer, in priority to dividends paid on the Class A Shares and Exchangeable Shares, and (ii) upon the liquidation, dissolution or winding-up of the Filer, to receive only a sum equivalent to the amount paid up thereon plus all declared and unpaid dividends thereon. The Preference Shares are redeemable at the option of the Filer at a price equal to the amount paid up thereon plus all declared and unpaid dividends thereon, and are non-voting.

7. The rights, privileges, restrictions and conditions attaching to the Exchangeable Shares are set out in articles of amendment of the Filer filed on February 14, 1990. Holders of Exchangeable Shares are entitled:

(a) at any time without any conditions to exchange one Exchangeable Share for two common shares of Xerox (each a "Xerox Common Share");

(b) to receive notice of, to attend all meetings of shareholders of the Filer, and to speak thereat, but are not entitled to vote at any such meeting. However, in the event the Filer does not fulfill its obligations to exchange within 30 days following the exercise of the exchange condition by a holder of Exchangeable Shares, the Exchangeable Shares outstanding, shall on the expiry of such 30 day period, acquire the right to vote, at the rate of one vote per Exchangeable Share, until such time as the default is cured. Holders of Exchangeable Shares do not have voting rights with respect to Xerox, whether through a voting trust arrangement or otherwise;

(c) to dividends calculated by reference to the dividends, if any, declared from time to time on the Xerox Common Shares;

(d) upon the liquidation, dissolution or winding-up of the Filer or other distribution of assets of the Filer, to participate rateably with the holders of Class A Shares in any distribution of the assets of the Filer. Holders of Exchangeable Shares have no rights upon the liquidation, dissolution or winding-up of Xerox or other distribution of assets of Xerox; and

(e) pursuant to customary "coat tail" provisions, to require the Filer to convert Exchangeable Shares into Class A Shares solely for purposes of tendering such shares taken up as part of a take-over bid. Any Class A Shares obtained upon such conversion that are not taken up as part of the take-over bid would be reconverted to Exchangeable Shares.

The Filer cannot purchase for cancellation any Exchangeable Shares unless there are less than 400,000 Exchangeable Shares outstanding. In such event, they may be purchased at a price equal to the fair market value of such shares. The articles do not provide for a date on which all remaining Exchangeable Shares are automatically exchanged into Xerox Common Shares.

8. The Exchangeable Shares satisfy the criteria of "designated exchangeable securities" within the meaning of section 13.3 of NI 51-102 except that (i) holders of Exchangeable Shares do not have voting rights with respect to matters upon which holders of Xerox Common Shares are entitled to vote, and (ii) the liquidation rights of the Exchangeable Shares are with respect to the assets of the Filer rather than Xerox.

9. In its financial statements, Xerox accounts for the Exchangeable Shares as Xerox Common Share equivalents and thus classifies the Exchangeable Shares as part of Xerox's permanent capital and not as part of minority interests. Xerox also includes the Exchangeable Shares in the calculation of Xerox's basic earnings per share, effectively treating the Exchangeable Shares as issued and outstanding Xerox Common Shares.

10. There are no outstanding securities of the Filer (debt or equity) held by anyone other than Xerox except for (i) the 684,584 issued and outstanding Exchangeable Shares, (ii) restricted stock units granted to employees from time to time pursuant to employee benefit plans which units permit the holder thereof to earn Xerox Common Shares over time, and (iii) stock rights granted to employees prior to 2005 pursuant to employee benefit plans which rights enable the holder, upon exercise, to acquire one Xerox Common Share on payment of an exercise price.

11. Other than the initial issuance of 7,950,086 Exchangeable Shares upon their creation and the issuance to eligible employees of 609,988 Exchangeable Shares up until the end of 1999 pursuant to its Executive Share Purchase Option Plan (the "ESPOP"), the Filer has not issued any Exchangeable Shares since their authorization and has no current intention to issue any further Exchangeable Shares whether pursuant to the ESPOP or otherwise.

12. The rate at which Exchangeable Shares have been exchanged into Xerox Common Shares has declined significantly since their original issuance, as follows:

Year	Shares Exchanged
1990 - 1995	5,172,078 shares
1996 - 2001	2,635,135 shares
2002 - 2007	68,030 shares

13. As at December 31, 2007, there were 634 registered holders of Exchangeable Shares. Based on enquiries made by it, the Filer understands that, as of such date, approximately 94.4% (646,515) of the 684,584 issued and outstanding Exchangeable Shares are beneficially held by two large institutional investors. As a result, the Filer understands that approximately 632 holders appear to hold approximately 5.6% (38,069) of the issued and outstanding Exchangeable Shares and that no individual holds more than 500 Exchangeable Shares.

14. The 684,584 issued and outstanding Exchangeable Shares represent approximately 2.2% of the total issued and outstanding equity securities of the Filer, being the Class A Shares and the Exchangeable Shares. Based on the Filer's understanding of the beneficial shareholdings as set forth above, approximately 2.1% of the total equity securities are held by two beneficial holders of Exchangeable Shares, leaving only 0.1% of the equity securities held by other holders of such shares.

15. The Exchangeable Shares were listed on the Toronto Stock Exchange and the Montreal Exchange until they were delisted on June 18, 1996 following applications for delisting filed by the Filer. Such delisting was sought by the Filer primarily due to significant declines in trading volume, a significant decline in the number of outstanding Exchangeable Shares due to shareholders' having exercised their exchange right and the high costs of continuing to list the Exchangeable Shares in the context of the number of such shares then outstanding.

16. As at the date hereof, the Exchangeable Shares are not listed or posted for trading on any securities exchange and the Filer has no intention of listing such shares on any securities exchange in the future.

17. Exchangeable Shares trade very infrequently over the counter. The Filer's transfer agent, CIBC Mellon Trust Company, has informed the Filer that there have been no trades in Exchangeable Shares since 2005 (although there may have been some trades within the 3,529 Exchangeable Shares held by CDS that are not owned by the two largest beneficial owners).

18. The Filer has almost $1.7 billion in assets and $1.3 billion in shareholders' equity as of December 31, 2007 and over $1.1 billion of revenue for the year ended December 31, 2007.

19. Xerox, a corporation existing under the laws of the State of New York, is the holder of all of the issued and outstanding Class A Shares (being all of the issued and outstanding voting securities of the Filer) and Preference Shares.

20. Xerox is a reporting issuer or the equivalent in each Jurisdiction. Pursuant to orders received by Xerox in 1990 from the securities regulatory authority in each of Ontario, British Columbia, Manitoba and Saskatchewan, in the context of an application for an exemption from the prospectus and registration requirements in connection with the issuance of the Exchangeable Shares, Xerox is required to deliver to holders of the Exchangeable Shares certain continuous disclosure documents that it is required to prepare and file in accordance with the securities legislation of those jurisdictions or the United States.

21. Xerox is a US domestic registrant under the United States Securities Exchange Act of 1934, as amended, (the "1934 Act") and the Xerox Common Shares are listed and posted for trading on the New York Stock Exchange and other stock exchanges outside of, but not in, Canada. Xerox is therefore subject to, among other things, the requirements of section 302(a) of the Sarbanes-Oxley Act of 2002. Xerox therefore has in place detailed internal controls over financial reporting and, as a subsidiary of Xerox, the Filer is required to implement and follow similar internal controls over financial reporting regardless of whether the Filer itself is required to prepare audited financial statements.

22. As of December 31, 2007, there were 917,176,350 Xerox Common Shares issued and outstanding. If the exchange rights in respect of the 684,584 issued and outstanding Exchangeable Shares were fully exercised, 1,369,168 Xerox Common Shares would be issued, representing approximately 0.15% of the issued and outstanding Xerox Common Shares after giving effect to such issuance.

23. Neither the Filer nor Xerox is in default of any of their continuous disclosure filing and reporting obligations as reporting issuers in any of the Jurisdictions.

24. The board of directors of the Filer is comprised of four directors, three of whom comprise the audit committee. As a venture issuer, the Filer is exempt from Part 3 of NI 52-110.

Decision

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

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

1. Xerox is the direct or indirect beneficial owner of all of the issued and outstanding voting securities of the Filer;

2. Xerox is either (i) an SEC issuer (as defined in NI 51-102) with a class of securities listed or quoted on a U.S. marketplace (as defined in NI 51-102) that has filed all documents it is required to file with the United States Securities and Exchange Commission (the "SEC"); or (ii) a reporting issuer in a designated Canadian jurisdiction (as defined in NI 51-102) and has filed all documents it is required to file under NI 51-102;

3. the Filer does not issue any securities, and does not have any securities outstanding, other than:

(a) the Exchangeable Shares previously issued;

(b) securities issued to and held by Xerox or an affiliate of Xerox;

(c) debt securities issued to and held by banks, loan corporations, loan and investment corporations, savings companies, trust corporations, treasury branches, savings or credit unions, financial services cooperatives, insurance companies or other financial institutions; or

(d) securities issued under exemptions from the registration requirement and prospectus requirement in:

(i) section 2.24 of National Instrument 45-106 - Prospectus and Registration Exemptions, provided such securities are issued pursuant to employee incentive plans of the Filer and consist solely of a right to the holder thereof to purchase or otherwise acquire securities of affiliates of the Filer but not shares of the Filer itself, or

(ii) section 2.35 of National Instrument 45-106 - Prospectus and Registration Exemptions;

4. the Filer files in electronic format:

(a) on or before the 90th day after the end of the Filer's financial year:

(i) a consolidated income statement, statement of retained earnings and cash flow statement for:

(A) the most recently completed financial year, and

(B) the financial year immediately preceding the most recently completed financial year, and

(ii) a consolidated balance sheet as at the end of each of the periods referred to in (i) above,

in each case unaudited and without notes or management's discussion and analysis of operations and financial condition ("MD&A"), but otherwise prepared in accordance with the accounting principles as utilized by Xerox for the relevant period and accompanied by a notice indicating that the information has not been reviewed by an auditor (the "Alternative Annual Financial Information"), provided that, notwithstanding the foregoing, the Filer may file the Alternative Annual Financial Information in respect of its financial year ended December 31, 2007 on or before April 29, 2008;

(b) on or before the 45th day after the end of each interim period of the Filer:

(i) a consolidated balance sheet as at the end of the interim period and a balance sheet as at the end of the immediately preceding financial year,

(ii) a consolidated income statement, statement of retained earnings and cash flow statement, all for the year-to-date interim period, and comparative financial information for the corresponding year-to-date interim period in the immediately preceding financial year, and

(iii) for interim periods other than the first interim period in the Filer's financial year, a consolidated income statement and cash flow statement for the three month period ending on the last day of the interim period and comparative financial information for the corresponding period in the preceding financial year,

in each case unaudited and without notes or MD&A, but otherwise prepared in accordance with the accounting principles as utilized by Xerox for the relevant period and accompanied by a notice indicating that the information has not been reviewed by an auditor (the "Alternative Interim Financial Information");

(c) if Xerox is not a reporting issuer in a designated Canadian jurisdiction, copies of all documents Xerox is required to file with the SEC under the 1934 Act, at the same time as, or as soon as practicable after, the filing by Xerox of those documents with the SEC; or

(d) if Xerox is a reporting issuer in a designated Canadian jurisdiction:

(i) a notice indicating that, except for the Alternative Annual Financial Information and the Alternative Interim Financial Information, the Filer is relying on the continuous disclosure documents filed by Xerox and setting out where those documents can be found in electronic format, if Xerox is a reporting issuer in the local jurisdiction; or

(ii) copies of all documents Xerox is required to file under securities legislation, other than in connection with a distribution, at the same time as, or as soon as practicable after, the filing by Xerox of those documents with a securities regulatory authority or regulator;

5. the Filer includes with the Alternative Annual Financial Information and the Alternative Interim Financial Information (i) a statement that (A) the financial information of the Filer and its consolidated subsidiaries is consolidated into the financial statements of Xerox, (B) certain amounts reflected in the financial information relate to transactions between the Filer or its consolidated subsidiaries and Xerox or its subsidiaries other than the Filer, (C) such transactions are eliminated in the preparation of the audited consolidated financial statements of Xerox, and (ii) a summary reference to the types of such transactions as are considered by the Filer to be material to the Alternative Annual Financial Information or the Alternative Interim Financial Information, as applicable, for the periods presented;

6. the Filer sends or provides the Alternative Annual Financial Information and the Alternative Interim Financial Information to holders of Exchangeable Shares in accordance with the procedures prescribed by applicable law at the relevant time with respect to the sending of financial statements to shareholders;

7. the Filer or Xerox concurrently sends to all holders of Exchangeable Shares all disclosure materials that are sent to holders of Xerox Common Shares in the manner and at the time required by: (i) U.S. laws and any U.S. marketplace on which the securities of Xerox are listed, if Xerox is not a reporting issuer in a designated Canadian jurisdiction, or (ii) securities legislation, if Xerox is a reporting issuer in a designated Canadian jurisdiction;

8. Xerox complies with U.S. laws and the requirements of any U.S. marketplace on which the securities of Xerox are listed if Xerox is not a reporting issuer in a designated Canadian jurisdiction, or securities legislation if Xerox is a reporting issuer in a designated Canadian jurisdiction, in respect of making public disclosure of material information on a timely basis;

9. the Filer issues a news release and files a material change report in accordance with Part 7 of NI 51-102 for all material changes in respect of the affairs of the Filer that are not also material changes in the affairs of Xerox; and

10. Xerox includes in all proxy solicitation materials sent to holders of Exchangeable Shares a clear and concise statement that:

(a) explains the reason the mailed material relates solely to Xerox;

(b) states that the Exchangeable Shares carry a right to dividends calculated by reference to the dividends, if any, declared from time to time on the Xerox Common Shares; and

(c) includes a statement that the Exchangeable Shares do not provide any voting rights with respect to Xerox.

TD Asset Management Inc. - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- Applicant exempted from the suitability requirements in the Legislation when purchasing units of certain pooled funds for, and on behalf of, certain clients, subject to terms and conditions set out in the Decision Document.

Applicable Ontario Statutory Provisions

Ontario Securities Commission Rule 31-505 -- Conditions of Registration, ss. 1.5(1)(b), 4.1.

April 23, 2008

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN,

ONTARIO, QUEBEC, NEW BRUNSWICK,

NOVA SCOTIA, NEWFOUNDLAND AND

LABRADOR 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

TD ASSET 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 requirements of the Legislation requiring the Filer and its registered representatives, salespersons, officers and directors (Registered Representatives) to make inquiries of each client of the Filer as are appropriate, in view of the nature of the client's investments and of the type of transaction being effected for the client's account, to determine (a) the general investment needs and objectives of the client, and (b) the suitability of a proposed purchase or sale of a security for the client (such requirements, the Suitability Requirement) shall not apply to the Filer and its Registered Representatives when purchasing units of a Treasury Management Fund (as defined below) for, and on behalf of, a Self Directed Client (as defined below) (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. The term "accredited investor" has the meaning that has been given to it in section 1.1 of National Instrument 45-106 -- Prospectus and Registration Exemptions.

Representations

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

1. The Filer is a corporation amalgamated under the Business Corporations Act (Ontario). It is a wholly-owned subsidiary of The Toronto-Dominion Bank and its head office is located in Toronto, Ontario.

2. The Filer is registered as an investment counsel and portfolio manager or their equivalent under the securities legislation of all provinces and territories of Canada, as a limited market dealer under the Securities Act (Ontario) and the Securities Act (Newfoundland and Labrador), and as a commodity trading manager under the Commodity Futures Act (Ontario).

3. The Filer conducts an investment management business that offers passive, quantitative, enhanced and active portfolio management services to a large and diversified client base. Its institutional client base is made up largely of pension funds, corporations, foundations, endowments and high net worth individuals. As at December 31, 2007, the Filer had assets under management in excess of $170 billion of which more than $73 billion is managed on behalf of its institutional clients.

4. As part of the Filer's institutional client business, it acts as trustee, manager and portfolio adviser to the TD Emerald Treasury Management Pooled Funds (the Treasury Management Funds).

5. The Treasury Management Funds comprise the TD Emerald Canadian Treasury Management Fund; the TD Emerald Canadian Treasury Management -- Financial Institutional Fund; the TD Emerald Canadian Treasury Management -- Government of Canada Fund; and the TD Emerald U.S. Dollar Treasury Management Fund.

6. Although each of the Treasury Management Funds share the common investment objective of earning a high rate of interest income while also preserving capital and maintaining liquidity, they each seek to achieve their investment objective by investing in different types of high-quality investment grade securities that have a term to maturity of not more than one year and floating rate evidences of indebtedness that may have a term to maturity of more than one year.

7. Each of the Treasury Management Funds has two classes of units. Holders of Investor Class Units are subject to a management fee of 0.30% per annum that is payable by each Treasury Management Fund in respect of its outstanding Investor Class Units. Holders of Institutional Class Units negotiate the amount of their management fee with the Filer and are required to pay the amount so negotiated directly to the Filer. There is no management fee payable by a Treasury Management Fund in respect of its outstanding Institutional Class Units.

8. Both the Investor Class Units and the Institutional Class Units (in either case, a Unit) are qualified for distribution in all provinces and territories of Canada pursuant to a simplified prospectus and annual information form dated April 28, 2007 that have been prepared and filed in accordance with applicable Canadian securities regulatory requirements. At the present time, Units of a Treasury Management Fund are available for purchase by persons or companies who may be characterized as either Investment Management Participants or Employer Sponsored Participants (in either case, a Participant).

9. Investment Management Participants comprise the following:

(a) investors with whom the Filer has an investment management agreement;

(b) affiliates of the Filer, with whom the Filer has an agreement, on behalf of investors who have an investment management agreement with such affiliates; and

(c) qualified investment managers, with whom the Filer has an agreement, on behalf of investors who have an investment management agreement with such managers.

10. Employer Sponsored Participants comprise the following:

(a) employees who participate through capital accumulation plans (Employee Plans) established by employers with whom the Filer has an agreement;

(b) affiliates of the Filer, on behalf of employees who participate through Employee Plans established by employers with whom such affiliates have an agreement; and

(c) qualified investment managers on behalf of employees who participate through Employee Plans established by employers with whom such investment managers have an agreement.

11. The Filer proposes to establish a new distribution channel for the Treasury Management Funds (the Self Directed Channel) by providing its accredited investor clients with the opportunity to acquire Units directly from the Filer without the benefit of any related recommendations or advice from the Filer. The Self Directed Channel is intended to provide accredited investor clients with an alternative way in which to manage their cash inventories utilizing a Filer account that is comparable to a discount brokerage account.

12. Each prospective client of the Self Directed Channel (a Self Directed Client) will be required to complete a Client Directed Account Application (the Account Application) and to enter into a Client Directed Service Agreement with the Filer (the Service Agreement).

13. The Account Application will require a prospective Self Directed Client to provide the Filer with the information that it requires to identify the Self Directed Client; verify the Self Directed Client's status as an accredited investor; comply with applicable anti-money laundering requirements; and generally facilitate administration of the Filer's electronic access account (the Self Directed Account) that is the subject of the Service Agreement. The Account Application will not require a prospective Self Directed Client to provide the Filer with a description of its investment objectives, its risk tolerance or any investment restrictions to which it is subject.

14. The Service Agreement will establish the Self Directed Account, govern access to the Self Directed Account by the Self Directed Client and set out the management fee payable to the Filer for its services as the manager and portfolio adviser to the Treasury Management Funds in which the Self Directed Client intends to invest. In the case of Institutional Class Units, the management fee will be negotiated by the Filer and the Self Directed Client and will be payable by the Self Directed Client directly to the Filer. In the case of Investor Class Units, the fee will be 0.30% per annum and will be payable by the Treasury Management Fund based on the daily net asset value of the Investor Class Units thereof.

15. The Service Agreement will also require both the Filer and the Self Directed Client to provide each other with certain representations and warranties which will include a representation and warranty of the Self Directed Client as to its status as an accredited investor. The Self Directed Client will also be required to acknowledge that it will neither seek nor obtain any advice or recommendations from the Filer in respect of any Treasury Management Fund transactions that it conducts through its Self Directed Account, that such transactions will not be subject to any suitability review by the Filer and that the Self Directed Client will therefore be responsible for the consequences of all related investment decisions.

16. Orders for the purchase or redemption of Units may be placed either by facsimile transmission or electronically utilizing the Filer's Info Transactions Internet Service and a password or security code assigned to the Self Directed Client by the Filer. The minimum initial subscription amount for the Units of any Treasury Management Fund will be Cdn. $1 million or, in the case of TD Emerald U.S. Dollar Treasury Management Fund, U.S. $ 1 million.

17. In the absence of this Decision, the Filer would be required to comply with the Suitability Requirement when purchasing Units of a Treasury Management Fund for, and on behalf of, a Self Directed Client.

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 Filer and its Registered Representatives do not provide any advice or recommendations in respect of any Treasury Management Fund transactions;

(b) the Filer has written policies and procedures in place to ensure that the Filer and its Registered Representatives do not provide advice or recommendations in respect of any Treasury Management Fund transactions and a program is in place for communicating those policies and procedures to all of the Filer's Registered Representatives and ensuring that the policies and procedures are understood and implemented;

(c) in the case of each Self Directed Client, the Filer has obtained an acknowledgement in the Service Agreement, or otherwise, from the Self Directed Client that such client will neither seek nor obtain any advice or recommendations from the Filer in respect of any Treasury Management Fund transactions that it conducts through its Self Directed Account, that such transactions will not be subject to any suitability review by the Filer and that the Self Directed Client will therefore be responsible for the consequences of all related investment decisions;

(d) the Filer does not compensate its Registered Representatives on the basis of transactional values; and

(e) the order-entry systems and records of the Filer are capable of labelling all account documentation relating to Self-Directed Accounts, including monthly statements and confirmations, as "Self-Directed Accounts" or some variant thereof.

I.G. Investment Management, Ltd. and Investors Mortgage and Short Term Income Fund - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- Relief granted to permit manager, on behalf of a mortgage fund, to purchase and sell mortgages from and to certain affiliates.

Applicable Legislative Provisions

National Instrument 81-102 Mutual Funds, ss. 4.2, 19.1.

National Instrument 81-107 Independent Review Committee for Investment Funds, s. 7.2.

April 23, 2008

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN,

MANITOBA, ONTARIO, QUEBEC, NEW BRUNSWICK,

PRINCE EDWARD ISLAND, NOVA SCOTIA,

NEWFOUNDLAND AND LABRADOR, NORTHWEST

TERRITORIES, YUKON AND NUNAVUT

(the Jurisdictions)

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

I.G. INVESTMENT MANAGEMENT, LTD.

(the Filer)

AND

IN THE MATTER OF

INVESTORS MORTGAGE AND SHORT TERM INCOME FUND

(the Fund)

MRRS DECISION DOCUMENT

Background

The local securities regulatory authority or regulator (Decision Maker) in each of the Jurisdictions received an application from the Filer on behalf of the Fund under section 19.1 of National Instrument 81-102 Mutual Funds (NI 81-102) for relief from the prohibition in Section 4.2 of NI 81-102 in connection with transactions in mortgages between a Related Party (as defined below) and the Funds (the Requested Relief).

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

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

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

Interpretation

Defined terms contained in National Instrument 14-101 Definitions (NI 14-101) and in NI 81-102 have the same meaning in this Decision unless they are otherwise defined in this Decision. The following additional terms shall have the following meanings:

"NI 81-107" means National Instrument 81-107 Independent Review Committee for Investment Funds; and

"Related Party" means Investors Group Trust Co. Ltd. and its affiliates.

Representations

1. The Filer is a corporation continued under the laws of Ontario.

2. The Filer is the manager and trustee of, and portfolio advisor to, the Fund.

3. The Fund has an investment objective that permits the Fund to invest in mortgages.

4. The Fund is an open-end mutual fund, organized as a trust, and is a reporting issuer under the legislation of each of the Jurisdictions.

5. The Filer has appointed an independent review committee (IRC) under NI 81-107 for the Fund.

6. The Filer has been appointed to provide portfolio management and investment advisory services to the Fund.

7. The Related Party is an associate or affiliate of the Filer. The Fund may purchase mortgages for its portfolio from the Related Party.

8. The Filer, as manager of the Fund, has agreed to repurchase, or cause to be repurchased, from the Fund any mortgage the Fund has purchased from it or the Related Party that is in default or is not a valid first mortgage.

9. Neither the Related Party, nor any of its directors, officers or employees participates in the formulation of investment decisions made on behalf of, or advice given to, the Fund by the Filer, and in circumstances where the Related Party holds mortgages beneficially on behalf of the Filer as portfolio manager of the Fund, no director, officer or employee actively involved in the formulation of investment decisions for the Fund by the Filer is involved in the mortgage business of the Related Party. In all circumstances, the decisions to purchase mortgages for the Fund's portfolio from the Related Party are made based on the judgement of responsible persons uninfluenced by considerations other than the best interests of the Fund.

10. Section 4.2 of NI 81-102 prohibits a mutual fund from purchasing a security from or selling a security to an associate or affiliate of the manager, portfolio adviser or trustee of the mutual fund.

11. The Fund is prohibited by section 4.2 of NI 81-102 from purchasing mortgages from or selling mortgages to its Related Party.

12. The Fund is not able to rely on the exemption contained in paragraph 4.3(1) of NI 81-102 because purchases of mortgages will not be made on an exchange as required by paragraph 4.3(1) of NI 81-102.

13. The Fund is not able to rely on the exemption contained in paragraph 4.3(2) of NI 81-102 because the mortgages will not be purchased from another mutual fund.

14. The provisions of National Policy Statement No. 29 -- Mutual Funds Investing in Mortgages (NP 29) set out guidelines relating to the acquisition of mortgages by a mutual fund from lending institutions with whom such fund does not deal at arm's length and provide certain protections to the investing public.

15. The IRC of the Fund will consider the policies and procedures of the Filer and will provide its approval on whether the proposed transactions in mortgages achieve a fair and reasonable result for the Fund in accordance with section 5.2(2) of NI-81-107.

16. To the extent that the Fund is purchasing mortgages from, or selling mortgages to, a Related Party, this fact is set out, and will continue to be set out, in the annual information form of the Fund.

Decision

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

The decision of the Decision Makers is that the Requested Relief is granted to the Filer and the Fund on the conditions that:

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

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

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

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

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

(f) the mortgages are acquired from a Related Party or sold to a Related Party in accordance with NP 29 (or any successor policy or instrument) and disclosed in accordance with NP 29 (or any successor policy or instrument), including disclosure through inclusion in a document incorporated by reference into the prospectus of the Fund.

Franklin Templeton Investments Corp. - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- s. 19.1 of National Instrument 81-102 Mutual Funds -- exemption from section 2.7 (1)(a) of NI 81-102 to permit interest rate and credit derivative swaps and, if the transaction is for hedging purposes, currency swaps and forwards with a remaining term to maturity of greater than 3 years; exemption from section 2.8(1) of NI 81-102 to the extent that cash cover is required in respect of specified derivatives to permit the Funds to cover specified derivative positions with: certain bonds, debentures, notes or other evidences of indebtedness and securities of money market funds; and exemption from sections 2.8(1)(d) and (f)(i) NI 81-102 to permit the Funds when they open or maintain a long position in a standardized future or forward contract or when they enter into or maintain an interest rate swap position and during the periods when the Funds are entitled to receive payments under the swap, to use as cover, an option to sell an equivalent quantity of the underlying interest of the standardized future, forward or swap.

Applicable Legislative Provisions

National Instrument 81-102 Mutual Funds, ss. 2.7(1)(a), 2.8(1), 2.8(1)(d), 2.8(1)(f)(i), 19.1.

April 25, 2008

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN,

MANITOBA, ONTARIO, QUÉBEC, NEW BRUNSWICK,

NOVA SCOTIA, PRINCE EDWARD ISLAND,

NEWFOUNDLAND AND LABRADOR,

NORTHWEST TERRITORIES, NUNAVUT TERRITORY AND

YUKON TERRITORY

(the "Jurisdictions")

AND

IN THE MATTER OF THE

MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

FRANKLIN TEMPLETON INVESTMENTS CORP.

("Franklin Templeton")

MRRS DECISION DOCUMENT

Background

The local securities regulatory authority or regulator (the "Decision Maker") in each of the Jurisdictions has received an application from Franklin Templeton, on behalf of the mutual funds, other than money market funds, that Franklin Templeton manages together with all future mutual funds, other than money market funds, managed by Franklin Templeton (collectively, the "Funds") for a decision under the securities legislation of the Jurisdictions (the "Legislation") granting exemptions pursuant to section 19.1 of National Instrument 81-102 -- Mutual Funds ("NI 81-102"):

• from the requirements in section 2.7(1)(a) of NI 81-102 insofar as it requires a swap or forward contract to have a remaining term to maturity of 3 years or less (or 5 years or less in certain circumstances), to permit the Funds to enter into interest rate swaps and credit default swaps and, if the transaction is for hedging purposes, currency swaps and forwards that, in each case, have a remaining term to maturity of greater than 3 years;

• from the requirement in section 2.8(1) of NI 81-102 to the extent that cash cover is required in respect of specified derivatives, to permit each of the Funds to cover specified derivative positions with:

• any bonds, debentures, notes or other evidences of indebtedness that are liquid (collectively, "Fixed Income Securities") provided they have a remaining term to maturity of 365 days or less and have an approved credit rating;

• floating rate evidences of indebtedness; or

• securities of one or more money market funds managed by Franklin Templeton to which NI 81-102 applies (collectively, the "Money Market Funds"); and

• from the requirements in sections 2.8(1)(d) and (f)(i) of NI 81-102 to permit each of the Funds when it:

• opens or maintains a long position in a debt-like security that has a component that is a long position in a forward contract or in a standardized future or forward contract; or

• enters into or maintains a swap position and during the periods when the Fund is entitled to receive payments under the swap,

to use as cover a right or obligation to sell an equivalent quantity of the underlying interest of the future, forward or swap,

(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. Terms defined in NI 81-102 have the same meaning in this decision as in NI 81-102.

Representations

This decision is based on the following facts represented by Franklin Templeton:

The Funds

1. The Funds are or will be either mutual fund trusts established under the laws of the Province of Ontario or Alberta or mutual fund corporations established under the laws of Canada or the laws of the Province of Alberta or Ontario. Franklin Templeton is a corporation incorporated under the laws of the Province of Ontario and has its registered head office in Toronto, Ontario. Franklin Templeton is or will be the manager of each of the Funds.

2. The Funds are or will be reporting issuers under the securities laws of all of the provinces and territories of Canada and are or will be subject to the requirements of NI 81-102.

3. Many of the Funds may use specified derivatives under their investment strategies to hedge against losses from movements in stock markets, currency exchange rates or interest rates, to gain indirect exposure to individual securities, markets or other investments instead of buying the securities directly or to seek to generate additional income. When specified derivatives are used for non-hedging purposes, the Funds are subject to the cash cover requirements of NI 81-102.

Extended Term to Maturity for Interest Rate Swaps, Credit Default Swaps and Currency Swaps or Forwards

4. Section 2.7(1)(a) of NI 81-102 prohibits mutual funds from entering into a swap or forward contract with a term to maturity of greater than 3 years or greater than 5 years if the swap or contract provides the fund with a right to eliminate its exposure within 3 years. The Funds seek the ability to enter into interest rate swaps and credit default swaps and, if the transaction is for hedging purposes, currency swaps and forwards without a restriction as to the term of the swap or forward.

5. Fixed income investments have certain risks, including (but not limited to) interest rate risk, credit risk and currency risk. These risks can be controlled or mitigated through the use of over-the-counter (OTC) derivatives. Interest rate risk may be managed by interest rate swaps, credit risk can be managed by credit default swaps and currency risk can be managed by using currency swaps or forwards.

6. The term of a swap equals the maturity of its exposure, in contrast to other over-the-counter transactions, such as options and certain other types of forwards, where the contract term and maturity of the underlying security are not related. There is no restriction under NI 81-102, for example, on a forward with an underlying interest having a term of 10 years, whereas there is a restriction if the derivative is in the form of a swap.

7. Credit default swaps (CDS) have a similar risk profile to their reference entity (corporate or sovereign bonds) or, in the case of an index of credit default swaps (such as CDX) or a basket of reference entities, to an average of all the reference entities in the index or basket. The term of a credit default swap imparts credit risk similar to that of a bond of the reference entity with the same term. The Funds may not be able to achieve the same sensitivity to credit risk as their respective benchmarks by using credit default swaps with a maximum term of 3 years (or 5 years in certain circumstances) because the relevant benchmark may have an average term that is longer. There is no term restriction in NI 81-102 when investing directly in the reference entities.

8. A currency swap or forward used for hedging purposes may or may not have a contract term and maturity that equals the maturity of the underlying interest. For example, if a Fund wants to hedge a 10-year bond that is denominated in U.S. dollars, under the current provisions of NI 81-102, the term of the currency swap or forward can be, at most, 5 years, even though the term of the underlying interest is 10 years. Ideally, to manage the currency risk, a fund has to enter into two consecutive 5-year currency swaps or forwards. However, the pricing for the currency swap or forward in respect of the second 5 year period is not known at the time the U.S. dollar bond is purchased. Consequently, the inability to enter into a 10-year currency swap or forward transaction indirectly introduces currency and pricing risk when a hedged 10-year position is the desired outcome. Accordingly, whenever the term of a bond is longer than 5 years, a fund may be exposed to additional risk. This constraint has become more relevant since there are no longer foreign investment restrictions under the Income Tax Act (Canada). It should also be noted that it is not market convention to have a transaction with a 5-year term (subject to a right to eliminate the exposure within 3 years) and, as a result, this off-market feature may subject a Fund to less efficient pricing.

9. The interest rate swap market, credit default swap market and currency swap and forward markets are very large and liquid.

10. The interest rate swap market is generally as liquid as government bonds and more liquid than corporate bonds. The Bank for International Settlements reported that the notional amount of interest rate swaps outstanding was U.S. $272 trillion as of June 30, 2007. In Canada, there were over U.S. $2.5 trillion of interest rate swaps outstanding as of such date.

11. Credit default swaps, on average, are highly liquid instruments. Single name CDS are slightly less liquid than the bonds of their reference entities, while CDS on CDX are generally more liquid than corporate or emerging market bonds. The Bank for International Settlements reported that the notional amount of credit default swaps outstanding was U.S. $42 trillion as of June 30, 2007. The International Swap and Derivatives Association's 2006 year-end market survey estimated the notional amount outstanding to be U.S. $34.4 trillion. Using either source, the credit default swap market has surpassed the size of the equity derivatives markets and is one of the fastest growing financial markets.

12. With respect to foreign exchange, the Bank for International Settlements reported that the notional amount of outright forwards and foreign exchange swaps outstanding was U.S. $24 trillion as at June 30, 2007. For comparative purposes, the S&P 500 had an estimated market capitalization of U.S. $13.4 trillion on September 30, 2007. The Bank for International Settlements also reported that the average daily turnover of OTC foreign exchange was U.S. $1,292 billion during April, 2004. The average daily turnover of outright forwards and foreign exchange swaps totalled U.S. $1,152 billion during such period. For comparative purposes, the daily trading during November 2007 on the New York Stock Exchange was approximately U.S. $101 billion and on the Toronto Stock Exchange was approximately CAD $7.1 billion. Daily trading is many times larger for currencies and currency swaps and forwards than for well-known equity exchanges.

13. Because swaps and forward contracts are private agreements between two counterparties, a secondary market for these agreements would be a cumbersome process whereby one counterparty would have to find a new counterparty willing to take over its contract at a fair market price, get the original counterparty to approve the new counterparty and exchange a whole new set of documents. To avoid that process, market participants can unwind their positions in interest rate swaps and currency swaps or forwards by simply entering into an opposing swap or forward with an acceptable counterparty at market value. In this way, the original economic position of the initial swap or forward is offset. Parties may also agree to terminate the agreement at a fair market price prior to the maturity date of the agreement. Similarly, in the case of CDS, the counterparty can either enter into an off-setting hedge transaction or it can trade with another counterparty by assigning the swap to the other counterparty.

14. Credit risk exposure to a counterparty on an interest rate swap transaction is generally a small fraction of the underlying notional exposure equal to the cumulative price change since the inception of the swap. Even this small risk is mitigated because the counterparty is required to have an approved credit rating as prescribed by NI 81-102. It may be further mitigated if a counterparty is required to provide collateral equal to the cumulative price in excess of a specified mark-to-market threshold.

15. Potential credit exposure to a counterparty in the case of a CDS on a CDX is equal to the notional exposure to any issuer in the index who has defaulted and, in the case of a single name CDS, is equal to the full notional exposure. As is the case with interest rate swaps, this exposure is mitigated because the counterparty is required to have an approved credit rating as prescribed by NI 81-102. Further, NI 81-102 also limits the credit exposure that is permitted in respect of any individual counterparty. Credit exposure may be further mitigated if a counterparty is required to provide collateral equal to the cumulative price in excess of a specified mark-to-market threshold.

16. Permitting the Funds to enter into swaps and forwards that have terms beyond 3 years increases the possibility for the Funds to (i) increase returns, due to the fact that the opportunity set is expanded, and (ii) target exposures that might not otherwise be available in the cash bond markets or could not be achieved as efficiently in the cash bond markets. Further, the use of swaps and forwards with terms beyond 3 years enables the Funds to effect hedging transactions that help mitigate underlying investment risks associated with investing in fixed income investments.

Cash Cover

17. The purpose of the cash cover requirement in NI 81-102 is to prohibit a mutual fund from leveraging its assets when using certain specified derivatives and to ensure that the mutual fund is in a position to meet its obligations on the settlement date. This is evident from the definition of "cash cover", which is defined as certain specific portfolio assets of the mutual fund that have not been allocated for specific purposes and that are available to satisfy all or part of the obligations arising from a position in specified derivatives held by the mutual fund. Currently, the definition of "cash cover" includes six different categories of securities, including certain evidences of indebtedness (cash equivalents and commercial paper) that generally have a remaining term to maturity of 365 days or less and that have an approved credit rating or are issued or guaranteed by an entity with an approved credit rating (collectively, "short-term debt").

18. In addition to the securities currently included in the definition of cash cover, the Funds would also like to invest in Fixed Income Securities, floating rate evidences of indebtedness and/or securities of Money Market Funds for purposes of satisfying their cash cover requirements.

Fixed Income Securities

19. While the money market instruments that are currently permitted as cash cover are highly liquid, these instruments typically generate very low yields relative to longer dated instruments and similar risk alternatives.

20. Other fixed income securities with remaining terms to maturity of less than 365 days and approved credit ratings are also highly liquid but provide the potential for higher yields.

21. The definition of cash cover addresses regulatory concerns of interest rate risk and credit risk by limiting the terms of the instruments and requiring the instruments to have an approved credit rating. It is submitted that by permitting the Funds to use for cash cover purposes Fixed Income Securities with a remaining term to maturity of 365 days or less and an approved credit rating, the regulatory concerns are met, since the term and credit rating will be the same as other short-term debt instruments currently permitted to be used as cash cover.

Floating Rate Evidences of Indebtedness

22. Floating rate evidences of indebtedness, also known as floating rate notes ("FRNs"), are debt securities issued by the federal or provincial governments, the Crown or other corporations and other entities with floating interest rates that reset periodically, usually every 30 to 90 days.

23. Although the term to maturity of FRNs can be more than 365 days, the Funds propose to limit their investment in FRNs used for cash cover purposes to those that have interest rates that reset at least every 185 days.

24. Allowing the Funds to use FRNs for cash cover purposes could increase the rate of return earned by each of the Fund's investors without reducing the credit quality of the instruments held as cash cover. The frequent interest rate resets mitigate the risk of investing in FRNs as cash cover. For the purposes of money market funds under NI 81-102 meeting the 90 days dollar-weighted average term to maturity, the term of a floating rate evidence of indebtedness is the period remaining to the date of the next rate setting. If a FRN resets every 365 days, then the interest rate risk of the FRN is about the same as a fixed rate instrument with a term to maturity of 365 days.

25. Financial instruments that meet the current cash cover requirements have low credit risk. The current cash cover requirements provide that evidences of indebtedness of issuers, other than government agencies, must have approved credit ratings. As a result, if the issuer of FRNs is an entity other than a government agency, the FRNs used by the Funds for cash cover purposes will have an approved credit rating as required by NI 81-102.

26. Given the frequent interest rate resets, the nature of the issuer and the adequate liquidity of FRNs, the risk profile and the other characteristics of FRNs are similar to those of short-term debt, which constitute cash cover under NI 81-102.

Money Market Funds

27. Under NI 81-102, in order to qualify as money market funds, the Money Market Funds are restricted to investments that are, essentially, considered to be cash cover. These investments include floating rate evidences of indebtedness if their principal amounts continue to have a market value of approximately par at the time of each change in the rate to be paid to their holders.

28. If the direct investments of Money Market Funds would constitute cash cover under NI 81-102 (assuming that the relief allowing FRNs as cash cover is granted), then it is submitted that indirectly holding these investments through an investment in the securities of one or more Money Market Fund should also satisfy the cash cover requirements of NI 81-102.

Using Put Options or Short Positions as Cover for Long Positions in Futures, Forwards and Swaps

29. Sections 2.8(1)(d) and 2.8(1)(f)(i) of NI 81-102 do not permit covering a long position in a standardized future or forward contract or a position in a swap for a period when a Fund is entitled to receive payments under the swap, in whole or in part, with a right or obligation to sell an equivalent quantity of the underlying interest of the future, forward or swap. In order words, these sections of NI 81-102 do not permit the use of put options or short future, forward or swap positions to cover long future, forward or swap positions.

30. Regulatory regimes in other countries recognize the hedging properties of options for all categories of derivatives, including long positions evidenced by standardized futures or forwards or in respect of swaps where a fund is entitled to receive payments from the counterparty, provided they are covered by an amount equal to the difference between the market price of a holding and the strike price of the option that was bought or sold to hedge it. NI 81-102 effectively imposes the requirement to overcollateralize, since the maximum liability to the fund under the scenario described is equal to the difference between the market value of the long and the exercise price of the option. Overcollateralization imposes a cost on the Funds.

31. Section 2.8(1)(c) of NI 81-102 permits a mutual fund to write a put option and cover it with buying a put option on an equivalent quantity of the underlying interest of the written put option. This position has risks that are similar to a long position in a future, forward or swap.

Franklin Templeton's Derivative Policies and Practices

32. To the extent that a Fund uses derivatives, Franklin Templeton or the portfolio advisor or sub-advisor of the Fund is responsible for ensuring that derivatives are used in a manner that is consistent with the investment objectives and restrictions of the Fund and that the derivatives comply with the requirements set out in NI 81-102. Franklin Templeton also has counterparty credit review standards that apply to all derivative transactions and other transactions involving a Fund and a counterparty, other than the purchase and sale of securities or debt obligations, which the Fund's advisor believes may expose the Fund to counterparty credit risk.

33. The prospectus and annual information form of the Funds discloses the policies and practices of Franklin Templeton regarding the use of derivatives and, upon renewal, will include disclosure of the nature of the exemptions granted in respect of the Funds.

34. Without the Requested Relief, the Funds will not have the flexibility to enhance yield and to manage more effectively the exposures under specified derivatives.

General

35. Franklin Templeton is of the view that the requested approval is not against the public interest, is in the best interests of the Funds and represents the business judgment of responsible persons uninfluenced by considerations other than the best interest of the Funds.

Decision

Each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the decision has been met. The decision of the Decision Makers under the Legislation is that the Requested Relief is granted provided that:

(a) the Fixed Income Securities have a remaining term to maturity of 365 days or less and have an approved credit rating as defined in NI 81-102;

(b) the FRNs meet the following requirements:

(i) the floating interest rates of the FRNs reset no later than every 185 days;

(ii) the FRNs are floating rate evidences of indebtedness with the principal amounts of the obligations that will continue to have a market value of approximately par at the time of each change in the rate to be paid to the holders of the evidences of indebtedness;

(iii) if the FRNs are issued by a person or company other than a government or permitted supernational agency as defined in NI 81-102, the FRNs must have an approved credit rating as defined in NI 81-102;

(iv) if the FRNs are issued by a government or permitted supranational agency, the FRNs have their principal and interest fully and unconditionally guaranteed by

(A) the government of Canada or the government of a jurisdiction in Canada; or

(B) the government of the United States of America, the government of one of the states of the United States of America, the government of another sovereign state or a permitted supernational agency as defined in NI 81-102 if, in each case, the FRN has an approved credit rating as defined in NI 81-102; and

(v) the FRNs meet the definition of conventional floating rate debt instrument in section 1.1 of NI 81-102; and

(c) a Fund shall not open or maintain a long position in a debt-like security that has a component that is a long position in a forward contract or in a standardized future or forward contract unless the Fund holds

(i) cash cover in an amount that, together with margin on account for the specified derivative and the market value of the specified derivative, is not less than, on a daily mark-to-market basis, the underlying market exposure of the specified derivative;

(ii) a right or obligation to sell an equivalent quantity of the underlying interest of the future or forward contract and cash cover that, together with margin on account for the position, is not less than the amount, if any, by which the strike price of the future or forward contract exceeds the strike price of the right or obligation to sell the underlying interest; or

(iii) a combination of the positions referred to in subparagraphs (i) and (ii) that is sufficient, without recourse to other assets of the Fund, to enable the Fund to acquire the underlying interest of the future or forward contract;

(d) a Fund shall not enter into or maintain a swap position unless for periods when the Fund would be entitled to receive fixed payments under the swap, the Fund holds

(i) cash cover in an amount that, together with margin on account for the swap and the market value of the swap, is not less than, on a daily mark-to-market basis, the underlying market exposure of the swap;

(ii) a right or obligation to enter into an offsetting swap on an equivalent quantity and with an equivalent term and cash cover that, together with margin on account for the position, is not less than the aggregate amount, if any, of the obligations of the Fund under the swap less the obligations of the Fund under such offsetting swap; or

(iii) a combination of the positions referred to in subparagraphs (i) and (ii) that is sufficient, without recourse to other assets of the Fund, to enable the Fund to satisfy its obligations under the swap; and

(e) at the time of the next renewal and all subsequent renewals of the prospectus and annual information form the Funds shall

(i) disclose the nature and terms of this relief in the annual information form of the Funds with a cross reference thereto in the prospectus of the Funds; and

(ii) shall include a summary of the nature and terms of this relief in the prospectus of the funds under the Investment Strategies section or in the introduction to Part B of the prospectus with a cross reference thereto under the Investment Strategies section for the Funds.

Absolut Resources Inc. - s. 1(10)

Headnote

National Policy 11-203 Process For Exemptive Relief Applications in Multiple Jurisdictions -- Issuer deemed to no longer be a reporting issuer under securities legislation.

Applicable Legislative Provisions

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

April 29, 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 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 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.

St. Geneviève Resources Ltd. - s. 1(10)

Headnote

National Policy 11-203 Process For Exemptive Relief Applications in Multiple Jurisdictions -- Issuer deemed to no longer be a reporting issuer under securities legislation.

Applicable Legislative Provisions

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

TRANSLATION

April 29, 2008

Àttention: Paula Amy Hewitt

Dear Madames:

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 Regulation 21-101 respecting 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's status as a reporting issuer is revoked.

Griffin Corporation - s. 1(10)

Headnote

National Policy 11-203 Process For Exemptive Relief Applications in Multiple Jurisdictions -- 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 28, 2008

Dear Sirs/Mesdames: