Ontario Securities Commission Bulletin

Issue 31/32 - August 08, 2008

Ont. Sec. Bull. Issue 31/32

Table of Contents

Chapter 1 - Notices / News Releases

Notices

• Current Proceedings Before The Ontario Securities Commission

• Notice of Commission Approval -- IIROC -- Rule No. 41 and Amendments to Form 1 regarding Canadian Investor Protection Fund

Notices from the Office of the Secretary

• Shane Suman and Monie Rahman

• Rodney International et al.

• Global Energy Group, Ltd. and New Gold Limited Partnerships

Chapter 2 - Decisions, Orders and Rulings

Decisions

• I.G. Investment Management, Ltd. et al.

• Co-operators Investment Counselling Limited and Addenda Capital Inc.

• RedStar Oil & Gas Inc. - s. 1(10)

• Aeroplan Income Fund - s. 1(10)

• Metallica Resources Inc.

• Star Hedge Managers Corp.

Orders

• Rampart Mercantile Inc. - s. 144

• Modatech Systems Inc. - s. 144

• Rogers Communications Inc. - s. 104(2)(c)

• Shane Suman and Monie Rahman

• Rodney International et al. - s. 127(7)

• Global Energy Group, Ltd. and New Gold Limited Partnerships - s. 127

• Cormark Securities Inc. and Cormark Securities Investment Fund

• Nelson Capital Group Ltd. and Nelson Capital Group of Funds - s. 113

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

• IIROC Proposed Financial Planning Rule

• Notice and Request for Comment -- Material Amendments to CDS Procedures Relating to Exchange Trades

• Investment Industry Regulatory Organization of Canada - Rule No. 41 and Form 1 Amendments to Reflect Changes to CIPF Ovesight Role

Chapter 25 - Other Information

Consents

• Thompson Creek Metals Company Inc. - s. 4(b) of the Regulation

Approvals

• Nelson Capital Group Ltd. - s. 213(3)(b) of the LTCA

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Chapter 1 -- Notices / News Releases

Current Proceedings Before The Ontario Securities Commission

AUGUST 08, 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

Notice of Commission Approval -- IIROC -- Rule No. 41 and Amendments to Form 1 regarding Canadian Investor Protection Fund

INVESTMENT INDUSTRY REGULATORY ORGANIZATION OF CANADA (IIROC)

(FORMERLY THE INVESTMENT DEALERS ASSOCIATION OF CANADA (IDA))

RULE NO. 41 AND AMENDMENTS TO FORM 1 REGARDING

CANADIAN INVESTOR PROTECTION FUND

NOTICE OF COMMISSION APPROVAL

The Ontario Securities Commission (OSC) has approved Rule No. 41 and amendments to Form 1 -- Joint Regulatory Financial Questionnaire and Report (Form 1) of the Investment Industry Regulatory Organization of Canada (IIROC) (formerly the Investment Dealers Association of Canada (IDA)). The rule and amendments to Form 1 relate to the Canadian Investor Protection Fund (CIPF).

The Alberta Securities Commission, the Autorité des marchés financiers, the New Brunswick Securities Commission, the Nova Scotia Securities Commission and the Financial Services Regulation Division, Department of Government Services (Newfoundland and Labrador) have also approved the rule and amendments to Form 1. In addition, the British Columbia Securities Commission did not object to the rule and amendments.

The rule and amendments to Form 1 were first published for comment as IDA rule amendments on October 13, 2006 at (2006) 29 OSCB 8181. Pursuant to a resolution of IIROC's Board of Directors, any by-law submitted by the IDA to the applicable securities regulatory authorities for approval prior to recognition of IIROC as a self-regulatory organization, which takes effect after recognition, is adopted by IIROC's Board of Directors as an IIROC rule as of its effective date.

As a result of comments made by the Recognizing Regulators, IIROC made non-material changes to the rule and amendments. The revised rule and amendments, black-lined to reflect the changes made from the version published for comment, are included in Chapter 13 of this OSC Bulletin.

August 8, 2008

Shane Suman and Monie Rahman

FOR IMMEDIATE RELEASE

August 6, 2008

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

SHANE SUMAN AND MONIE RAHMAN

TORONTO -- Following a motion hearing brought by the Respondents on July 30, 2008, the Commission ordered disclosure of certain documents to the Respondents and ordered that the hearing on the merits be adjourned to commence on October 20, 2008, or such other date as is agreed by the parties and determined by the Office of the Secretary, or otherwise ordered by the Commission.

A copy of the Order dated August 1, 2008 is available at www.osc.gov.on.ca.

Rodney International et al.

FOR IMMEDIATE RELEASE

August 6, 2008

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

RODNEY INTERNATIONAL,

CHOEUN CHHEAN (ALSO KNOWN AS PAULETTE C. CHHEAN) AND

MICHAEL A. GITTENS (ALSO KNOWN AS ALEXANDER M. GITTENS)

TORONTO -- The Commission issued an Order which provides that the Temporary Order is continued until September 5, 2008 and the hearing of this matter is adjourned to September 4, 2008 at 1:00 p.m.

A copy of the Order dated August 5, 2008 is available at www.osc.gov.on.ca.

Global Energy Group, Ltd. and New Gold Limited Partnerships

FOR IMMEDIATE RELEASE

August 6, 2008

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

GLOBAL ENERGY GROUP, LTD. AND

NEW GOLD LIMITED PARTNERSHIPS

TORONTO -- The Commission issued an Order extending the Temporary Order to December 4, 2008 in the above named matter.

This matter is set to return before the Commission on December 3, 2008 at 10:00 a.m.

A copy of the Order dated August 5, 2008 is available at www.osc.gov.on.ca.

Chapter 2 -- Decisions, Orders and Rulings

I.G. Investment Management, Ltd. et al.

Headnote

Exemption from section 2.3(e) and (f) to permit precious metals mutual fund to invest up to 50% of its net assets in precious metals (gold, silver, platinum, palladium and rhodium). Fund's primary investment objective is to invest in equity securities of issuers involved in the precious metals industry.

Exemption from section 2.7(1)(a) of NI 81-102 to permit existing and future funds to enter into interest rate swaps or credit default swaps, or if the transaction is for hedging purposes, currency swaps or forwards, with a remaining term to maturity of greater than 3 years.

Exemption from section 2.8(1) to permit existing and future mutual funds to cover specified derivatives positions with any bonds, debentures, notes or other evidences of indebtedness, money market funds and floating rate notes, subject to conditions. Money market funds used for cash cover can be either money market funds managed by the Manager or money market funds managed by a subadvisor of the applicable fund.

Applicable Legislative Provisions

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

July 11, 2008

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

MANITOBA AND ONTARIO

(the "Jurisdictions")

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

I.G. INVESTMENT MANAGEMENT, LTD.

(" IGIM" ) AND THE

IG MACKENZIE GLOBAL PRECIOUS METALS CLASS

AND THE INVESTORS GROUP MUTUAL FUNDS

SET OUT IN SCHEDULE A

(collectively, the "Filers")

DECISION

Background

The securities regulatory authority or regulator in each of the Jurisdictions (the "Decision Maker") has received an application from IGIM, on behalf of the IG Mackenzie Global Precious Metals Class (the "Precious Metals Class") and the mutual funds set out in Schedule A and all future mutual funds, other than money market funds managed by IGIM (referred to collectively as the "Funds"), for a decision under the securities legislation of the Jurisdictions (the "Legislation") for relief from the following sections of National instrument 81-102 ("NI 81102"):

1. Subsections 2.3(e) and (f), to permit the Precious Metals Class to invest up to 50% of its net assets in gold, silver, platinum, palladium and rhodium, and certificates relating to such precious metals, and to purchase or sell commodities that are precious metals, provided that:

(a) the certificates representing gold, silver, platinum, palladium and rhodium are issued by an issuer approved by the Canadian securities authorities (for the purposes of the exemption, any bank listed in Schedule I, II or III to the Bank Act (Canada) is an approved issuer of certificates), and

(b) the Precious Metals Class will not purchase any certificates of an issuer if, after giving effect thereto, more than 10% of the net assets of the Precious Metals Class, taken at market value at the. time of such purchase, would be invested in securities and certificates of such issuer

(the "Precious Metals Relief").

2. Paragraph 2.7(1)(x) and subsection 2.8(1) to permit the Funds to:

(a) enter into interest rate swaps and credit default swaps or, if the transaction is for hedging purposes, currency swaps or forwards, in all cases with a remaining term to maturity greater than 3 years, and to the extent that cash cover is required, cover specified derivative positions with

(i) any bonds, debentures, notes or other evidences of indebtedness that are liquid and have a remaining term to maturity of 365 days or less and an "approved credit rating" as that term in defined in NI 81-102 ("Fixed Income Securities");

(ii) floating rate evidences of indebtedness, also known as floating rate notes ("FRNs" ); or

(iii) securities of one or more money market funds to which NI 81-102 applies and which is managed. by IGIM or the Sub-advisor of the applicable Fund (collectively, the "Money Market Funds")

(the "Derivatives Relief"),

(collectively, the "Requested Relief"),

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application)

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

(b) IGIM. has provided. notice that subsection. 4.7(1) of Multilateral Instrument 11-102 Passport System ("MI 11-102") is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Quebec, New Brunswick, Nova Scotia, Prince Edward island, Newfoundland & Labrador, Yukon, Northwest Territories and Nunavut; and

(c) this decision is the decision of the principal regulator and evidences: the decision of the securities regulatory authority or regulator in Ontario.

Interpretation

Terms defined in National Instrument 14-101 Definitions and MI 11402 have the same meaning if used in this decision, unless otherwise defined. Terms defined in NI 81-102 have the same meaning in this decision as in NI 81-102, unless otherwise defined below.

"Sub-advisor" means any investment manager, investment advisor or other service provider retained by IGIM to enable it to provide investment advisory services to a particular Fund.

Representations

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

Background

1. IGIM is a corporation continued under the laws of Ontario and is registered as an advisor in the categories of investment counsel and portfolio manager (or the equivalent registration) in Ontario, Manitoba and Quebec. IGIM is the portfolio advisor, manager and/or trustee of the Funds. IGIM's head office is in Winnipeg, Manitoba.

2. IGIM is not in default of securities legislation in any jurisdiction.

3. The Funds are, or will be, mutual fund trusts established under the laws of Manitoba or classes of a corporation established under the laws of Canada. The portfolio advisor is, or will be, either MINI or I.G. International Management Limited which is an affiliate of IGIM. The Funds are, or will be, offered by prospectus in all of the Jurisdictions.

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

5. Some of the Funds are mutual funds established by Declaration of Trust under the laws of Manitoba (the "Unit Trust Funds"). IGIM is the trustee (the "Trustee") of the Unit Trust Funds. The securities of most of the Unit Trust Funds are qualified for distribution in each province and territory of Canada pursuant to a combined Simplified Prospectus and Annual Information Form (collectively referred to as the "Masterseries Prospectus") in compliance with National Instrument 81-101 Mutual Fund Prospectus Disclosure ("NI 81-101"), except to the extent any Unit Trust Fund has received exemptive relief from the requirements of NI 81-101. A final receipt has been issued under MRRS by The Manitoba Securities Commission on behalf of all Jurisdictions for the current Masterseries Prospectus dated July 6, 2007 (SEDAR Project No. 01111312). Final receipts have also been issued for the Prospectus of each of the following additional Unit Trust Funds:

(a) IG Mackenzie Cundill Global Value Fund by Prospectus dated July 6, 2007 (SEDAR Project No. 010189407);

(b) Investors Summa Global SRI™ Fund and Investors Summa Global Environmental Leaders™ Fund by Prospectus dated November 5, 2007 (SEDAR Project No. 01160907); and

(c) AIto™ Monthly Income and Global Growth Portfolio and Investors Global Real Estate Fund by Prospectus dated January 7, 2008 (SEDAR Project No. 01186839).

6. Some of the Funds are separate classes of shares issued by Investors Group Corporate Class Inc., a corporation governed by the Canada Business Corporations Act (the "Corporate Class Funds"). The, securities of most of the Corporate Class Funds are qualified for distribution in each province and territory of Canada pursuant to a combined Simplified Prospectus and Annual Information Form (collectively referred to as the "Corporate Class Prospectus") in compliance with NI 81-101 except to the extent any Fund has received exemptive relief from the requirements of NI 81-101. A final receipt has been issued under MRRS by The Manitoba Securities Commission on behalf of all Jurisdictions for the current Corporate Class Prospectus dated July 6, 2007 (SEDAR Project No. 01110488). Final receipts have also been issued for the Prospectus of each of the following additional Corporate Class Funds:

(a) Mackenzie Cundill Global Value Class by Prospectus dated July 6, 2007 (SEDAR Project No. 010898415); and

(b) Investors Summa Global SRI™ Class and. Investors Summa Global Environmental Leaders™ Class by Prospectus dated November 5, 2007 (SEDAR Project No. 01160912).

7. The investment objective of the Precious Metals Class is to provide long-term capital growth by investing primarily in equity securities of companies from around the world involved in the precious metals industry. The Precious Metals Class may also invest directly or indirectly in precious metals.

8. Nearly all of the Funds are, or will be, permitted to use specified derivatives. Any Fund that is. not currently permitted to commence the use of derivatives will only do so in accordance with Section 2.11 of NI 81-102

9. The Funds that are, or will be, permitted to use specified derivatives may use specified derivatives to hedge against losses caused by changes in securities prices, interest rates, exchange rates and/or other risks. The Funds may also use specified derivatives for non-hedging purposes under their investment strategies in order to invest indirectly in securities or financial markets or to gain exposure to other currencies, provided the use of specified derivatives is consistent with the particular Fund's investment objective. When specified derivatives are used for non-hedging purposes, the Funds are subject to the cash cover requirements of NI 81-102.

10. In all cases where the Funds may use derivatives, hedging of risks is permitted, including currency risks, whether the currency risk relates to income or equity securities or otherwise.

Subsections 2.3(e) and (f) Investment in Precious Metals

11. Subsection 2.3(f) of NI 81402 prohibits mutual funds from purchasing physical commodities other than as permitted by Subsection 2.3(d) and (e) of NI 81-102 which allows the purchase of gold and permitted gold certificates as long as no more than 10% of the net assets of the mutual fund, taken at market value at the time of the purchase, would consist of gold and permitted gold certificates. IGIM seeks the ability to invest up to 50% of its net assets in gold, silver, platinum, palladium and rhodium, and certificates relating to such precious metals.

12. The Simplified Prospectus of the Precious Metals Class will clearly set forth its strategies and will disclose that it deviates from the standard investment restrictions and practices of the Canadian securities regulators and the risks associated therewith. As the name of the mutual fund indicates, it offers investors an opportunity to obtain exposure to the precious metals sector. The prospectus will contain full disclosure concerning the risk of investing in this particular sector.

Term of Interest, Rate Swaps, Credit, Default Swaps and Currency Forwards

13. Paragraph 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. IGIM seeks the ability to enter into, on behalf of the Funds, 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.

14. To a large extent, traditional mutual fund investing is about managing risks prudently to obtain commensurate returns. For fixed income investments, such risks include, but are 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 by credit default swaps, and currency risk by currency swaps or forwards.

15. The term of a swap equals the maturity of its exposure, in contrast to other OTC derivatives, such as options and certain 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 contract 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.

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

17. 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 10-year bond is denominated in U.S. dollars, under paragraph 2.7(1)(a) of NI 81-102, the term of the currency forward can be at most 5 years, whereas the term of the underlying interest is 10 years. Ideally, to manage the currency risk, a mutual fund must enter into two consecutive 5-year currency 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, but only 5 years hence. 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, the current provisions of NI 81-102 may unintentionally expose a mutual fund to additional risk. This constraint has become particularly relevant given that there are no longer foreign investment restrictions for registered plans under the Income Tax Act (Canada) which has resulted in many mutual funds increasing their foreign investment exposure.

18. It is also not a market practice to have a transaction with a 5-year term (subject to a right to eliminate the exposure within 3 years) as required by NI 81-102 and, as a result, from time to time, this off-market feature may subject a mutual fund to less efficient pricing.

19. The interest rate swap market, CDS markets and currency swap and forward markets are very large and liquid.

20. 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. $271.8 trillion as of June 30, 2007. In Canada, there were over U.S. $2.6 trillion of interest rate swaps outstanding as of June 30, 2007.

21. CDSs, on average, are highly liquid instruments. Single name CDS are slightly less liquid than their underlying debt interests, 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 CDSs outstanding was U.S. $42.6 trillion as of June 30, 2007. The CDS market has surpassed the size of the equity derivatives markets, and is one of the fastest growing financial markets.

22. 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. $24.5 trillion as at June 30, 2007. For comparative purposes, the S&P 500 had an approximate market capitalization of U.S. $13.4 trillion on that date. The Bank for International Settlements also reported that the average daily turnover of OTC foreign exchange was U.S. $2.3 trillion during April, 2007. The average daily turnover. of outright forwards and foreign exchange swaps totalled U.S. $2.1 trillion during the same period. For comparative purposes, the daily trading during May 2007 was, in the case of the New York Stock Exchange, approximately U.S. $82.2 billion and, in the case of the Toronto Stock Exchange, approximately CAD $7.1 billion. Daily trading is many times larger for currencies and currency swaps and forwards than for these well-known equity exchanges.

23. As 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. In the case of CDS, IGIM would trade with the original counterparty, which has the effect of cancelling the CDS at current prices, or trade with another counterparty by assigning the swap to the other counterparty. Should one of the two remaining parties in the contract default, there would be no recourse back to IGIM or the Funds.

24. 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 that small risk is mitigated because the counterparty is required to have an approved credit rating as prescribed by paragraph 2.7(l)(b) of 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.

25. Potential credit exposure to a counterparty with respect to a CDS on a CDX is equal to the notional exposure to any issuer in the index who has defaulted, or in the case of a single name CDS is equal to the full notional exposure. The Bank for International Settlements reported that, as at June 30, 2007, the "gross market value" of CDSs was approximately 17% of the notional amount. The Bank for International Settlements states that "gross market value" is defined as the sum of all absolute values of all open contracts with either a positive or negative replacement value evaluated at prevailing market prices. This essentially is a proxy for the sum of all counterparty exposures. Such approach is a conservative measurement since the figure is compiled without netting of positions between counterparties, which in practice would be common. As is the case with interest rate swaps, this exposure is mitigated because the counterparty is required to have an approved credit rating prescribed by paragraph 2.7(1)(b) of NI 81-102, and exposure to any individual counterparty is limited by subsection 2.7(4) of NI 81-102.

26. Like interest rate swaps and CDSs, credit risk exposure to a counterparty is only a small fraction of the underlying notional exposure of a currency forward. The Bank for International. Settlements reported that, as at June 30, 2007, the "gross market value" of outright forwards and foreign exchange swaps was approximately 20% of the notional amount.

27. By permitting the Funds to enter into swaps and forwards that have terms beyond 3 years, the Funds have better opportunities to increase their returns, due to the fact that they will have a broader selection of investment opportunities, and a greater ability to target exposures that might not otherwise be available in the cash bond markets or could not be achieved as efficiently as 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 are more efficient and tailored which should help to mitigate underlying investment risks.

28. MINI has, or will have, the right to terminate the swap or forward early if a counterparty's credit rating drops below the approved credit ratings established by NI 81-102 in accordance with the requirements of paragraph 27(1)(b) of NI 81-102 and the definition of "approved credit rating" in NI 81-102.

Cash Cover

29. The purpose of the cash cover requirement in subsection 2.8(1) of 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, and/or are issued or guaranteed by an entity with an approved credit rating (collectively, "short-term debt").

30. 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.

31. The proposed use of Fixed Income Securities, floating rate evidences of indebtedness, and securities of money market funds as cash cover for the Funds is in the best interests of the Funds and their investors for the following reasons:

With Respect to Fixed Income Securities:

(a) 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;

(b) 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; and

(c) The definition of cash cover in NI 81-102 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 Fixed Income Securities with a remaining term to maturity of 365 days or less and having an approved credit rating for cash cover purposes, 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.

With Respect to Floating Rate Evidences of Indebtedness:

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

e) 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. It is submitted that the frequent interest rate resets mitigate the risk of investing in FRNs as cash cover. Under the definition of a money market fund under NI 81-102, the term of a floating rate evidence of indebtedness for purposes of meeting the 90-days dollar-weighted average term to maturity 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;

f) 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;

g) Given the frequent interest rate resets, the creditworthiness 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 that constitutes cash cover under NI 8.1-102.

With respect to the Money Market Funds:

h) 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.

If the direct investments of the 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 Funds should also satisfy the cash cover requirements of NI 81-102.

Derivatives Policies and Risk; Management

32. IGIM has adopted various written policies and internal procedures to supervise the use of derivatives by the Funds. All policies and procedures comply with the derivatives rules set out in NI 81-l02.

33. The derivatives policies and procedures are reviewed at least annually by senior management of IGIM. Authorized investment personnel approved by senior management of IGIM are responsible for oversight of all derivatives strategies used by the Funds. In addition, compliance personnel employed by both the portfolio advisors/sub-advisors and IGIM review the use of derivatives as part of their ongoing supervision of Fund investment practices. Compliance personnel are not members of the investment and trading group and report to a different functional area.

34. Limits and controls on the use of derivatives are part of IGIM's compliance regime and include reviews by compliance analysts who monitor the derivative positions of the Funds to ensure that they are within the applicable policies. As the use of the derivatives by most of the Funds is limited, IGIM does not currently conduct simulations to test the portfolios under stress conditions.

35. The derivatives contracts entered into by IGIM as portfolio advisor or by other portfolio sub-advisors on behalf of the Funds must be in accordance with the investment objectives and strategies of each of the Funds. IGIM and the portfolio sub-advisors of the Funds are also required to adhere to NI 81-102. IGIM sets and, from time to time, reviews the investment policies of the Funds, which also allows the trading in derivatives.

36. The Annual Information Forms of the Funds disclose the internal controls and risk management processes of IGIM regarding the use of derivatives and, upon renewal of the Simplified Prospectus (or Prospectus, in the case of Investors Real Property Fund) and Annual Information Forms of the Funds, would include disclosure of the nature of the exemptions granted in respect of the Funds.

37. Without these exemptions regarding the cash cover requirements of NI 81-102, the Funds will not have the flexibility to potentially enhance yield and to more effectively manage their exposure under specified derivatives.

General

38. IGIM believes that the Precious Metals Relief will be in the best interests of the Precious Metals Class as it will allow the Precious Metals Class to fulfill its investment objective.

39. The use of derivatives by investors and portfolio managers has increased substantially during the last 20 to 30 years. IGIM is seeking the Derivatives Relief to permit the Funds to engage in strategies consistent and/or familiar with industry practice.

40. IGIM believes that the Derivatives Relief will be in the best interests of the Funds as the. Derivatives Relief will help to save costs, potentially enhance performance of the Funds or reduce risks and does not leave the Funds exposed to any material incremental risk beyond the risk that the portfolio manager is targeting. The Derivatives Relief is, or will be, consistent with the investment objectives and strategies of the respective Funds.

Decision

Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation. for the Decision Maker to make the decision.

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

for the Precious Metals Relief:

(a) the certificates representing gold, silver, platinum, palladium and rhodium are issued by an issuer approved by the Canadian securities authorities (for the purposes of the exemption, any bank listed in Schedule I, II or III to the Bank Act (Canada) is an approved issuer of certificates); and

(b) the Precious Metals Class will not purchase any certificates of an issuer if, after giving effect thereto, more than 10% of the net assets of the Precious Metals Class, taken at market value at the time of such purchase, would be invested in securities and certificates of such issuer;

(c) the Simplified Prospectus and Annual Information Form of the Precious Metals Class shall disclose the nature and terms of this relief; and

for the Derivatives Relief:

(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 supranational agency" as defined in NI 84-102, 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 supranational 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 at the time of the next renewal and all subsequent renewals of the Simplified Prospectus (or Prospectus in the case of Investors Real Property Fund) and Annual Information Form of the Funds, each of the Funds relying upon this relief shall disclose the nature of the Derivatives Relief in each Fund's Simplified Prospectus (or Prospectus in the case of Investors Real Property Fund) and the nature and terms of the Derivatives Relief in each Fund's Annual Information Form.

SCHEDULE A

LIST OF FUNDS FOR DERIVATIVES RELIEF

UNIT TRUST FUNDS:

iPROFILE™ POOLS

CORPORATE CLASS FUNDS

Co-operators Investment Counselling Limited and Addenda Capital Inc.

Headnote

Process for Exemptive Relief Applications in Multiple Jurisdictions -- National Instrument 33-109 -- Registration Information (NI 33-109) -- relief from certain filing requirements of NI 33-109 in connection with a bulk transfer of business locations and registered and non-registered individuals under an amalgamation.

Applicable Ontario Statutory Provisions

National Instrument 33-109 Registration Information.

July 29, 2008

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

QUÉBEC AND ONTARIO

(the "Jurisdictions")

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

CO-OPERATORS INVESTMENT COUNSELLING LIMITED

("CICL")

AND

ADDENDA CAPITAL INC. ("NEW ADDENDA")

(CICL, together with New Addenda, the "Filers")

DECISION

Background

The securities regulatory authority or regulator in each of the Jurisdictions ("Decision Maker") has received an application from CICL and Addenda (together the "Filers") for a decision under the securities legislation of the Jurisdictions (the "Legislation") for relief from the requirements of Sections 2.2, 3.2, 3.3, 4.3 and 5.2 of National Instrument 33-109 -- Registration Information ("NI 33-109") in order to take advantage of the bulk transfer exemption provisions of Policy Statement/Companion Policy 33-109 CP to NI-33-109 ("33-109 CP").

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions for a dual application:

(a) the AMF is the principal regulator for this application filed in connection with the Amalgamation, as the head office of New Addenda, the resulting entity, is located in the Province of Québec;

(b) CICL and Addenda have provided notice that section 4.7(1) of Multilateral Instrument 11-102 Respecting Passport System ("MI 11-102") is intended to be relied upon in the provinces of Alberta, British Columbia, Saskatchewan, Manitoba, New Brunswick and Nova Scotia; and

(c) the decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

This application is filed in connection with the two-step amalgamation of CICL and Addenda (the "Amalgamation").

On April 22, 2008, Addenda was amalgamated through an ordinary amalgamation with 9192-8192 Québec inc. conducted under the Companies Act (Québec) (the "QCA"). For detailed information on the first step of the Amalgamation, we refer you to the information circular dated March 12, 2008 in connection with Addenda's shareholders meeting held on April 17, 2008. The entity resulting from the first step of the Amalgamation is ADDENDA CAPITAL INC. and is registered with the Registraire des entreprises du Québec (the "Registrar") under a new enterprise number: REQ no. 1165123226. From a legal point of view pursuant to the QCA, New Addenda has the rights of the amalgamated companies and assumes their obligations. No transfer of assets was conducted in this first step. The sole fact causing the occurrence of the Addenda Bulk Transfer (as defined hereunder) resides in the technical limitations and restrictions of the NRD system requiring issuance of a new NRD number each time the Registrar grants a new enterprise number.

Subsequent to the Almalgamation on April 22, 2008, Co-operators Financial Services Limited in its capacity of sole shareholder of CICL, transferred all of the issued and outstanding shares of CICL to New Addenda, and subsequently, on the same day, CICL was wound-up into New Addenda. Pursuant to a General conveyance, assumption of liability and dissolution agreement dated April 23, 2008, as amended on April 24, 2008, CICL transferred all its property and assets to New Addenda (the "Conveyance Agreement").

The Conveyance Agreement provides that any rights, the transfer of which requires the consent of a third party, should be held by New Addenda in trust for CICL and that CICL should take all such actions and do all such things as shall be necessary or desirable in order that the obligations of CICL in respect of such right may be performed in a manner such that the right be preserved and shall enure to New Addenda.

As the transfer of all registered activities of CICL to New Addenda notably requires that securities regulatory authorities of the Canadian Jurisdictions approve the transfer of the registered representatives and permitted individuals of CICL to New Addenda, the Filers are of the view that under the terms of the Conveyance Agreement all rights of CICL related to its registered activities have not yet been transferred to New Addenda. Upon completion of the transfer of CICL's registered activities, articles of dissolution of CICL will be filed with Industry Canada.

Consequently, as of the date hereof, the Bulk Transfers (as defined hereunder) have not been concluded.

Interpretation

Terms defined in National Instrument 14-101 Definitions, MI 11-102, National Instrument 31-102 National Registration Database ("NI 31-102") and NI 33-109 have the same meaning if used in this decision, unless otherwise defined.

Representations

1. Addenda was incorporated under the QCA and its head office was located in Montréal, Québec. Addenda was an investment management firm specializing in the active management of fixed-income portfolios, primarily for institutional clients. Addenda's NRD number was 8010. Addenda was currently registered in:

	ALBERTA	as	Investment Counsel
			and Portfolio Manager
	BRITISH	as	Portfolio Manager
	COLUMBIA		(Securities)
	SASKATCHEWAN	as	Investment Counsel
			and Portfolio Manager
	ONTARIO	as	Investment Counsel
			and Portfolio Manager,
			Commodity Trading
			Manager and Limited
			Market Dealer
	QUÉBEC	as	Adviser with an
			Unrestricted Practice
			(including derivatives)
	NEW	as	Investment Counsel
	BRUNSWICK		and Portfolio Manager
	NOVA SCOTIA	as	Investment Counsel
			and Portfolio Manager

Addenda's business locations were located at following addresses:

• 800 René-Lévesque Blvd. West, Suite 2750, Montreal, Québec, H3B 1X9; and

• 36 Toronto Street, Suite 1150, Toronto, Ontario, M5C 2C5.

(collectively, the "Addenda Affected Locations")

2. CICL is an investment management firm with a head office in Guelph, Ontario, that provides dicretionary investment advisory services to pension plans, insurance companies, endowment funds, governments, corporate clients and charitable organizations. CICL's NRD number is 650. CICL was established under the Canada Business Corporations Act and is an indirect subsidiary of The Co-operators Group Limited ("Co-operators"). CICL is currently registered in:

	ALBERTA	as	Investment
			Counsel and
			Portfolio
			Manager
	BRITISH	as	Investment
	COLUMBIA		Counsel and
			Portfolio
			Manager
			(securities)
	SASKATCHEWAN	as	Investment
			Counsel and
			Portfolio
			Manager
	MANITOBA	as	Portfolio
			Manager
	ONTARIO	as	Investment
			Counsel and
			Portfolio
			Manager and
			Limited Market
			Dealer
	QUÉBEC	as	Adviser with an
			Unrestricted
			Practice
	NEW	as	Investment
	BRUNSWICK		Counsel and
			Portfolio
			Manager
	NOVA SCOTIA	as	Investment
			Counsel and
			Portfolio
			Manager

(collectively, the "Canadian Jurisdictions")

CICL's business locations are located at following addresses:

• 98 Macdonell Street, Guelph Square, Suite 400, Guelph, Ontario, N1H 2Z6; and

• 1920 College Avenue, Regina, Saskatchewan, S4P 1C4.

(collectively the "CICL Affected Locations"; the Addenda Affected Locations and the CICL Affected Locations are collectively referred to as the "Affected Locations")

3. Co-operators is a group of Canadian companies offering home, auto, life, group, commercial and farm insurance, as well as investment products. With assets of $7 billion, Co-operators is a co-operative owned by 40 Canadian co-operatives, credit union centrals, representative farm organizations and like-minded organizations.

4. New Addenda is the resulting company, established under the QCA, of the amalgamation of Addenda and 9192-8192 Québec Inc. and is a subsidiary of Co-operators. The address of the head office of New Addenda is 800 René-Lévesque Blvd. West, Suite 2750, Montreal, Québec, H3B 1X9.

5. For the purposes of the National Registration Database ("NRD"), the successor registrant to CICL and Addenda will be New Addenda. Note that enrollment forms to this effect have been filed in paper format on June 27, 2008.

6. New Addenda is presently arranging for the transfer of CICL's and Addenda's registered businesses to New Addenda. The proposed effective date for the bulk transfer of CICL's and Addenda's registered representatives, permitted individuals, other employees (collectively the "Individuals") and supporting equipment dedicated to such activities (including all Affected Locations) to New Addenda is scheduled for July 31, 2008 (each of these transfers being herein respectively referred to as the "CICL Bulk Transfer" and the "Addenda Bulk Transfer"; the CICL Bulk Transfer and the Addenda Bulk Transfer are herein collectively referred to as the "Bulk Transfers").

7. It would be unduly onerous and time-consuming to individually transfer all Affected Locations and Individuals to New Addenda as per the requirements set out in NI 33-109, having regard to the fact that there should be no change to the individuals' employment or responsibilities and that each individual to be transferred from CICL and Addenda will be transferred under the same category. Moreover, it is imperative that the transfer of the Affected Locations and Individuals occur on the same date, in order to ensure that there is no break in registration.

8. The Filers have informed their representatives that, following the amalgamation, the representatives will be employed in the same capacity by New Addenda.

9. Please note that further to the Amalgamation and as a result of New Addenda having new principal shareholders, New Addenda is in the process of analysing the impact of the new corporate structure on its registered business. In addition further to the Amalgamation, a new director of New Addenda has been appointed. However, submission of this director's Form 33-109F4 will only be made after the completion of the Bulk Transfers in order to avoid delaying them. Subject to the foregoing and upon issuance of the Order, CICL and New Addenda, to the best of their knowledge, will not be in default of any of the requirements of the Legislation of any of the Canadian Jurisdictions.

10. The Bulk Transfers will not be contrary to the public interest and will have no negative consequences on the ability of New Addenda to comply with all applicable regulatory requirements or the ability to satisfy any obligations to clients of New Addenda.

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

The decision of the principal regulator under the Legislation is that the request for relief from the requirements of Sections 2.2, 3.2, 3.3, 4.3 and 5.2 of NI 33-109 is granted provided that the Filers make acceptable arrangements with CDS INC. for the payment of the costs associated with the bulk transfer, and make such arrangement in advance of the bulk transfer.

RedStar Oil & Gas 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., ss., s. 1(10).

Citation: RedStar Oil & Gas Inc., 2008 ABASC 465

August 1, 2008

Attention: Sean MacLachlan

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:

(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 deemed to have ceased to be a reporting issuer and that the Applicant's status as a reporting issue is revoked.

Aeroplan Income Fund - 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., ss., s. 1(10).

August 1, 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 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.

Metallica Resources Inc.

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.

Applicable Legislative Provisions

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

August 6, 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.

Star Hedge Managers Corp.

Headnote

NP 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- exemption from National Instrument 81-106 Investment Fund Continuous Disclosure to permit an investment fund that uses specified derivatives to calculate its NAV on a monthly basis subject to certain conditions -- additional condition added to decision document requiring the fund to calculate its NAV on a bi-weekly basis if the reporting by an underlying hedge fund becomes more frequent.

Applicable Legislative Provisions

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

August 6, 2008

IN THE MATTER OF

THE SECURITIES LEGISLATION OF ONTARIO

(the "Jurisdiction")

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

STAR HEDGE MANAGERS CORP.

(the "Filer")

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer for a decision under the securities legislation of the Jurisdiction (the "Legislation") for relief from Section 14.2(3)(b) of National Instrument 81-106 ("NI 81-106"), which requires the net asset value ("NAV") of an investment fund that uses specified derivatives (as such term is defined in National Instrument 81-102) to be calculated at least once every business day (the "Exemption").

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

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

(b) the Filer has provided notice that section 4.7(1) of Multinational Instrument 11-102 Passport System ("MI 11-102") is intended to be relied upon in the jurisdictions of British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Northwest Territories, Yukon Territory and Nunavut.

Interpretation

Defined terms contained in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision unless otherwise defined.

Representations

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

1. The Filer is an investment fund incorporated under the laws of the Province of Ontario. BMO Nesbitt Burns Inc. (the "Administrator") is the administrator of the Filer. The principal office of the Filer and the Administrator is located at 1 First Canadian Place, 100 King Street West, 3rd Floor, P.O. Box 150, Toronto, Ontario M5X 1H3.

2. The Filer has been created to provide investors with long-term capital growth by investing in a portfolio (the "Portfolio") consisting of private investment funds or portfolios managed by three of Canada's leading portfolio managers: Rohit Sehgal of Dynamic Funds, Eric Sprott of Sprott Asset Management Inc. and Normand Lamarche of Front Street Investment Management Inc.

3. The Portfolio will initially consist of approximately equal investments in Dynamic Power Hedge Fund managed by Rohit Sehgal (the "Dynamic Fund"), Sprott Hedge Fund L.P. II managed by Eric Sprott (the "Sprott Fund") and a separate account managed by Norman Lamarche (the "Front Street Managed Account"). The Front Street Managed Account will employ investment strategies used by Front Street Resource Hedge Fund Ltd. and Front Street Special Opportunities Canadian Fund Ltd.

4. The Filer may establish a revolving credit facility which will be used by the Filer for general working capital purposes in an amount not exceeding 5% of the NAV. Borrowings under the revolving credit facility will be made in the discretion of the Administrator.

5. The Dynamic Fund, the Sprott Fund and the Front Street Managed Account may from time to time employ leverage. The Dynamic Fund may utilize leverage to a maximum of 100% in the aggregate (at the time of leverage) of the Dynamic Fund's NAV. There is no prescribed limit in the amount of leverage that may be used by the Sprott Fund. The Front Street Managed Account is not permitted to use borrowings but may short sell and buy options in accordance with the Filer's investment strategy.

6. Although the Filer will be a mutual fund corporation for purposes of the Income Tax Act (Canada), it will not be a mutual fund for purposes of securities legislation and its operation will differ from that of a conventional mutual fund as follows:

(a) The Filer does not intend to continuously offer Units once the Filer is out of primary distribution.

(b) The Class A Shares are expected to be listed and posted for trading on the Toronto Stock Exchange (the "TSX"). As a result, holders of Class A Shares (the "Shareholders") will not have to rely solely on the redemption features of the Class A Shares (as described in the Preliminary Prospectus) in order to provide liquidity for their investment.

7. Class A Shares may be surrendered at any time for redemption by the Filer. The Class A Shares will be redeemable at the option of Shareholders on a monthly basis at a price computed by reference to the market price of the Class A Shares. Commencing in 2009, the Units will also be redeemable once annually at a price computed by reference to the NAV of the Filer.

8. The Sprott Fund will report its NAV to the Filer monthly and the Dynamic Fund will report its NAV to the Filer weekly in accordance with the terms of the Filer's investment in the units of such funds.

9. The basic and diluted NAV and NAV per Class A Share of each class will be made available at no cost on a monthly basis on a website established for such purpose.

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

The decision of the principal regulator under the Legislation is that the Exemption sought relating to investment fund continuous disclosure is granted provided that:

(a) the NAV calculation is available to the public upon request; and

(b) the public has access to a website for this purpose;

for so long as:

(c) the Class A Shares are listed on the TSX;

(d) the Filer calculates its NAV at least monthly; and

(e) if the Sprott Fund reports its NAV to the Filer more frequently than once monthly, the Filer will calculate its NAV at least bi-weekly.

Rampart Mercantile Inc. - s. 144

Headnote

Application by an issuer for an order revoking a cease trade order made by the Commission - cease trade order issued as a result of the issuer's failure to file certain continuous disclosure documents required by Ontario securities law - defaults subsequently remedied by bringing continuous disclosure filings up-to-date - cease trade order revoked.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127, 144.

IN THE MATTER OF

THE SECURITIES ACT,

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

(the Act)

AND

IN THE MATTER OF

RAMPART MERCANTILE INC.

ORDER

(Section 144)

WHEREAS a Director of the Ontario Securities Commission (the Commission) issued a temporary cease trade order dated March 22, 2002 under section 127 of the Act, as extended by an order dated April 3, 2002 (together, the Ontario Cease Trade Order) which provided that all trading in the securities of Rampart Mercantile Inc. (the Applicant) cease until further order by the Director;

AND WHEREAS the Applicant has applied to the Commission pursuant to section 144 of the Act for a revocation of the Ontario Cease Trade Ord