Ontario Securities Commission Bulletin

Issue 32/51 - December 18, 2009

Ont. Sec. Bull. Issue 32/51

Table of Contents

Chapter 1 - Notices / News Releases

Notices

• Current Proceedings before the Ontario Securities Commission

• CSA Staff Notice 31-313 -- NI 31-103 Registration Requirements and Exemptions and related instruments -- Frequently Asked Questions as of December 18, 2009

• CSA Staff Notice 62-305 -- Varying the Terms of Take-Over Bids

• Notice of Ministerial Approval of Memorandum of Understanding Respecting the Oversight of Exchanges and Quotation and Trade Reporting Systems and Commission Approval of List of Exchanges

• OSC Notice 51-717 -- Corporate Governance and Environmental Disclosure

• Chi-X Canada ATS Limited Notice of Proposed Changes

• Notice and Request for Feedback -- Proposed Changes to the Operations of Chi-X Canada ATS Limited

News Releases

• OSC Announces Plans to Enhance Compliance with Corporate Governance and Environmental Disclosure Requirements for 2010

• Canadian Securities Regulators Publish Responses to Frequently Asked Questions About the New National Registration Regime

Notices from the Office of the Secretary

• Oversea Chinese Fund Limited Partnership et al.

• Irwin Boock et al.

• Gold-Quest International et al.

• Gold-Quest International et al.

Chapter 2 - Decisions, Orders and Rulings

Decisions

• Canadian Hydro Developers, Inc.

• Arise Technologies Corporation and Haverstock Master Fund, Ltd.

• Selkirk Metals Corp. -- s. 1(10)

• Big 8 Split Inc. and TD Securities Inc.

• Big 8 Split Inc.

• Invesco Trimark Ltd. and Invesco Institutional (N.A.), Inc.

Orders

• Irwin Boock et al. -- ss. 127, 127.1

• Gold-Quest International et al. -- ss. 127(1), 127(8)

• Gold-Quest International et al. -- s. 127

• ART Advanced Research Technologies Inc. -- s. 144

• JovInvestment Management Inc. and ProShare Advisors LLC -- ss. 78(1), 80 of the CFA

Chapter 3 - Reasons: Decisions, Orders and Rulings

OSC Decisions, Orders and Rulings

• Oversea Chinese Fund Limited Partnership et al.

Chapter 4 - Cease Trading Orders

• Temporary, Permanent & Rescinding Issuer Cease Trading Orders

• Temporary, Permanent & Rescinding Management Cease Trading Orders

• Outstanding Management & Insider Cease Trading Orders

Chapter 5 - Rules and Policies

• CSA Notice of Technical Corrections to Amendments to NI 23-101 Trading Rules

Chapter 6 - Request for Comments

• Notice and Request for Comment -- Proposed Amendments to NI 51-101 Standards of Disclosure for Oil and Gas Activities, Form 51-101F1 Statement of Reserves Data and Other Oil And Gas Information, Form 51-101F2 Report on Reserves Data by Independent Qualified Reserves Evaluator or Auditor, Form 51-101F3 Report of Management and Directors on Oil and Gas Disclosure and Companion Policy 51-101CP Standards of Disclosure for Oil and Gas Activities

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 Announces Date of Hearing on the Merits in the Matter of Kevin Desbois

• MFDA Sets Date for Hearing on the Merits in the Matter of Jeffrey Levy

• MFDA Adjourns Hearing on the Merits in the Matter of Carmine Mazzotta

• MFDA Issues Notice of Hearing Regarding The Investment House of Canada Inc., Sanjiv Sawh and Vlad Trkulja

• Notice of Commission Approval -- Amendments to MFDA Policy 3, Policy 6 and Rule 2.11 -- Complaint Handling, Supervisory Investigations and Internal Discipline

• Notice of Commission Approval -- IIROC Amendments to Dealer Member Rules 19, 37 and 2500 Relating to Client Complaint Handling

Chapter 25 - Other Information

Approvals

• Spartan Fund Management Inc. (formerly Alpha Funds Management Inc. ) -- s. 213(3)(b) of the LTCA

• Highwater Capital Management Corp. -- s. 213(3)(b) of the LTCA

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Chapter 1 -- Notices / News Releases

Current Proceedings Before The Ontario Securities Commission

DECEMBER 18, 2009

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

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

Global Petroleum Strategies, LLC, Petroleum Unlimited, LLC, Aurora Escrow Services, LLC, John Andrew, Vincent Cataldi, Charlotte Chambers, Carl Dylan, James Eulo, Richard Garcia, Troy Gray, Jim Kaufman, Timothy Kaufman, Chris Harris, Morgan Kimmel, Roger A. Kimmel, Jr., Erik Luna, Mitch Malizio, Adam Mills, Jenna Pelusio, Rosemary Salveggi, Stephen J. Shore and Chris Spinler

LandBankers International MX, S.A. De C.V.; Sierra Madre Holdings MX, S.A. De C.V.; L&B LandBanking Trust S.A. De C.V.; Brian J. Wolf Zacarias; Roger Fernando Ayuso Loyo, Alan Hemingway, Kelly Friesen, Sonja A. McAdam, Ed Moore, Kim Moore, Jason Rogers and Dave Urrutia

Hollinger Inc., Conrad M. Black, F. David Radler, John A. Boultbee and Peter Y. Atkinson

CSA Staff Notice 31-313 -- NI 31-103 Registration Requirements and Exemptions and related instruments -- Frequently Asked Questions as of December 18, 2009

CSA STAFF NOTICE 31-313

NI 31-103 REGISTRATION REQUIREMENTS AND EXEMPTIONS AND RELATED INSTRUMENTS

FREQUENTLY ASKED QUESTIONS AS OF DECEMBER 18, 2009

Background

On September 28, 2009, new National Instrument 31-103 Registration Requirements and Exemptions and amendments to related instruments including NI 33-109 Registration Information came into force. We have compiled this list of frequently asked questions (FAQs) from the enquiries we have received concerning NI 31-103 and NI 33-109 in order to assist those working with these instruments.

NI 31-103 Registration Requirements and Exemptions

NI 33-109 Registration Information

Registration-related fees

CSA Staff Notice 62-305 -- Varying the Terms of Take-Over Bids

CANADIAN SECURITIES ADMINISTRATORS' STAFF NOTICE 62-305

VARYING THE TERMS OF TAKE-OVER BIDS

As used in this notice, the term "Bid Regime" has the meaning ascribed to it in National Policy 62-203 Take-Over Bids and Issuer Bids.

The Bid Regime is designed to protect the bona fide interests of offeree security holders while establishing a transparent, even-handed and predictable framework for the conduct of formal bids. An important underpinning of the Bid Regime is that offerors make offers that they are prepared to honour. Upon commencement of a formal take-over bid, the market price of the securities of the offeree issuer may be affected. This creates a legitimate expectation among security holders, other potential offerors, the offeree issuer and other market participants that the bid will be completed at the specified price provided that the conditions of the bid are satisfied.

This notice sets out the view of the staff of the Canadian Securities Administrators (CSA staff) regarding the ability of an offeror in a formal take-over bid to vary the terms of a bid in a manner that makes the bid less favourable to offeree security holders (a "negative variation"). Variations of this nature may include cases where the offeror:

(a) lowers the consideration offered under the bid,

(b) changes the form of consideration offered, other than to add to the consideration already offered,

(c) lowers the proportion of outstanding securities subject to the bid, or

(d) adds new conditions.

CSA staff are concerned that some market participants have expressed the view that an offeror is entitled, at its discretion and at any time, to withdraw a bid or to vary a bid by reducing the offer price or otherwise making the bid less favourable to offeree security holders.

Does an offeror have the right to reduce its offer price or add new offer conditions for any reason, and at any time, prior to expiry of the bid?

The Bid Regime provides that the bid shall remain open for acceptance for at least 35 days and that securities are to be taken up and paid for under the bid, at the bid price, if the conditions of the bid have been satisfied or waived. The Bid Regime requires that an offeror have the funds in place to pay the consideration offered.

Accordingly, in the view of CSA staff, the Bid Regime does not contemplate the unilateral "withdrawal" of a formal take-over bid, or if all terms and conditions of a bid have been satisfied or waived, the offeror varying the offer price downwards or introducing new conditions.

CSA staff have noted that offer documents and bid circulars occasionally contain language to the effect that the offeror may vary the bid at any time in its sole discretion, including by reducing the consideration offered. CSA staff are of the view that such language may be inconsistent with the requirements of the Bid Regime.

Does an offeror have the right to reduce its offer price or add new conditions where all of the conditions of the offer have not yet been satisfied, or in response to the failure of a condition?

Where the terms and conditions of an offer have not been satisfied, an offeror is entitled to allow its bid to expire and not take up and pay for securities deposited under the bid. The offeror is then entitled to make a new offer on different terms. Where the terms and conditions of an offer have not been satisfied by the expiry of the bid or clearly will not be satisfied during the offer period, staff will not object to an offeror varying its bid by adding new conditions or reducing the consideration offered, provided such variation is not prejudicial to security holders.

National Policy 62-203 Take-Over Bids and Issuer Bids provides that negative variations are subject to review to ensure such variations are not prejudicial to security holders. In determining whether to challenge a negative variation, CSA staff will consider whether such a variation: (a) is in response to the failure of a bona fide condition of the offer; (b) is effected as an alternative to allowing the bid to expire unsuccessfully; (c) provides sufficient procedural protections to offeree security holders and other market participants affected by the variation; and (d) would not be abusive to offeree security holders.

In reviewing such a variation, CSA staff may request submissions and confirmation from the offeror as to the circumstances justifying the position that a bona fide condition of the offer has not been or will not be satisfied. This includes whether the offeror has informed the market in a timely manner as to such failure of a condition and the events giving rise to the failure, and the reasonableness of the procedural protections being put in place for the benefit of the offeree security holders and other affected market participants. The notice of variation to be filed by the offeror should disclose this information.

Where the onus is being placed on security holders to take active steps to withdraw securities tendered to an offer following a variation of that offer, there is a risk that some security holders may not become aware of the variation and would not have tendered on the varied terms. An offeror should consider and address this risk in deciding whether to vary a bid rather than to commence a new bid and in implementing the procedural protections to be provided to offeree security holders in the event it elects to proceed with a negative variation. The procedural protections, including period of extension, should also provide the offeree board of directors with sufficient time to assess the revised offer and communicate its views to its security holders. The time period must also provide sufficient time for other potential offerors to evaluate the revised offer and determine whether to participate in an auction for the offeree issuer.

In CSA staff's view, the offeror's conditions to a formal take-over bid should be bona fide, and should be interpreted in good faith and on a reasonable basis. If they are not, staff may take the position that reliance on a condition undermines the statutory requirement that shares be taken up under an offer where the terms and conditions have been satisfied. Where the failure of a condition is being relied upon to vary a bid or where a condition is expressed such that the offeror has sole judgment or discretion as to whether the condition has been satisfied, staff may intervene where necessary to ensure that such judgment or discretion is exercised in a reasonable manner. This is irrespective of whether it is stated in the bid circular that the offeror has sole discretion as to whether conditions are satisfied. In CSA staff's view, an offeror reserving "sole discretion" with respect to a condition should act honestly, in good faith and on reasonable grounds such that the exercise of such discretion is not capricious or arbitrary.

A negative variation should not be used to avoid the obligation on the offeror to have funds available to pay the consideration offered under a bid. For example, it would be a contravention of the Bid Regime to commence a bid at a specific price, but arrange financing at a lower price with the intention that the bid price will ultimately be reduced. In examining negative variations, staff may request documentation evidencing that funds were available to pay the initially offered consideration at the time the offer was made.

Questions

Questions may be referred to:

December 18, 2009

Notice of Ministerial Approval of Memorandum of Understanding Respecting the Oversight of Exchanges and Quotation and Trade Reporting Systems and Commission Approval of List of Exchanges

NOTICE OF MINISTERIAL APPROVAL

OF

AN AMENDED MEMORANDUM OF UNDERSTANDING RESPECTING

THE OVERSIGHT OF EXCHANGES AND QUOTATION AND TRADE REPORTING SYSTEMS

AND COMMISSION APPROVAL OF THE LIST OF EXCHANGES

On November 27, 2009, the Minister of Finance approved the Memorandum of Understanding (MOU) among certain members of the Canadian Securities Administrators about the oversight of exchanges and quotation and trade reporting systems (QTRSs). The MOU amends an existing MOU, which came into effect in Ontario in November 2002. The MOU was previously published on October 2, 2009 at (2009) 32 OSCB 7764 and will become effective on January 1, 2010.

The MOU references a list of the lead and exempting regulators for each exchange or QTRS (List of Exchanges). As indicated on the List of Exchanges, there is currently no exempting regulator for ICE Futures Canada Inc. However, this is a temporary situation since this exchange has filed for an exemption from the requirement to be recognized as an exchange in some jurisdictions. The List of Exchanges dated as of January 1, 2010 has been approved by the Commission. The final MOU and List of Exchanges are published in this Bulletin.

December 18, 2009

Memorandum of Understanding

respecting the Oversight of Exchanges and Quotation and Trade Reporting Systems

among:

Alberta Securities Commission (ASC)

Autorité des marchés financiers (AMF)

British Columbia Securities Commission (BCSC)

Manitoba Securities Commission (MSC)

Ontario Securities Commission (OSC)

Saskatchewan Financial Services Commission (SFSC)

(each a Party, collectively the Parties)

The Parties agree as follows:

1. Underlying Principles

(a) Lead Regulator Model

(i) Each recognized exchange (Exchange) and recognized quotation and trade reporting system (QTRS) subject to this Memorandum of Understanding (MOU) has a lead regulator (Lead Regulator) responsible for its oversight and one or more exempting regulators (Exempting Regulator).

(ii) The Exempting Regulator of an Exchange or QTRS exempts it from recognition as an Exchange or QTRS on the basis that:

(A) the Exchange or QTRS is and will continue to be recognized by the Lead Regulator as an Exchange or QTRS;

(B) the Lead Regulator is responsible for conducting the regulatory oversight of the Exchange or QTRS; and

(C) the Lead Regulator will inform the Exempting Regulator of its oversight activities and the Exempting Regulator will have the opportunity to raise issues concerning the oversight of the Exchange or QTRS with the Lead Regulator in accordance with this MOU.

(iii) The Lead Regulator is responsible for conducting an oversight program (the Oversight Program) of the Exchange or QTRS that will include the purpose and matters described in section 3.

(iv) The Parties will act in good faith to resolve issues raised by any Exempting Regulator in connection with the Oversight Program carried out by the Lead Regulator.

(b) Scope

The terms of this MOU are applied by the Parties in respect of the oversight of an Exchange or QTRS identified on a list entitled "List of Exchanges, Lead Regulators and Exempting Regulators in relation to the Memorandum of Understanding respecting the Oversight of Exchanges and Quotation and Trade Reporting Systems" ("List of Exchanges"), published concurrently with this MOU by each Party. The List of Exchanges does not form part of this MOU. It may be amended from time to time and will be published by each Party after any such amendment.

(c) Previous Memorandum of Understanding

This MOU supersedes any prior Memorandum of Understanding about the Oversight of Exchanges and Quotation and Trade Reporting Systems among the ASC, Commission des valeurs mobilières du Québec, now the AMF, BCSC, MSC and OSC.

2. Definition

"Lead Regulator" means the Party that is designated on the List of Exchanges from time to time as being the Lead Regulator responsible for the oversight of a particular Exchange or QTRS by consensus of the Parties that have either recognized or exempted from recognition this Exchange or QTRS or are in the process of doing so.

3. Oversight Program

(a) The purpose of the Oversight Program{1} is to ensure that each Exchange and QTRS meets appropriate standards for market operation and regulation based on the type of activities carried out by the Exchange or QTRS. Where applicable, those standards will include:

(i) fair representation in corporate governance and rule-making;

(ii) effective management of conflicts of interests;

(iii) adequate ownership/control structure;

(iv) financial viability;

(v) sufficient resources to carry out market and regulatory functions;

(vi) fair access for market participants and issuers;

(vii) orderly markets through appropriate review of traded products, trading rules and financial requirements for market participants;

(viii) transparency through timely access to accurate information on orders and trades;

(ix) market integrity through the adoption of rules that are not contrary to the public interest, prohibit unfair trading practices, prevent market manipulation and customer and market abuses and promote just and equitable principles of trades;

(x) monitoring of the conduct of the market participants and enforcement of the rules and requirements governing such conduct;

(xi) proper identification and management of risks;

(xii) effective clearing and settlement arrangements and systems;

(xiii) information sharing and regulatory cooperation;

(xiv) appropriate listed or quoted company regulation;

(xv) adequate financial products and instruments development process;

(xvi) specific trading and position limits;

(xvii) appropriate inventory and stock delivery management procedures; and

(xviii) appropriate coordination regarding the market surveillance of the underlying securities.

(b) The Lead Regulator will establish and conduct the Oversight Program.{1} At a minimum, the Oversight Program will include the following:

(i) Review of information filed by the Exchange or QTRS on critical financial and operational matters, risk management and significant changes to operations, including information filed under National Instrument 21-101 - Marketplace Operation, related to:

(A) corporate governance;

(B) rules;

(C) systems and operations;

(D) access;

(E) listing criteria and/ or financial instrument development;

(F) fees;

(G) financial viability; and

(H) regulation.

(ii) Review and approval, where applicable, of changes to Exchange or QTRS bylaws, rules, policies, and other similar instruments (Rules) under the procedures established by the Lead Regulator from time to time.

(iii) Periodic oversight review of Exchange or QTRS functions, including to the extent applicable:

(A) corporate finance policies: policies relating to minimum listing or quoting requirements, continuing listing or quoting requirements or tier maintenance requirements, sponsorship and continuous disclosure;

(B) trading halts, suspensions and de-listing procedures;

(C) co-ordination with the markets of the underlying securities;

(D) monitoring of trading and position limits;

(E) surveillance and enforcement: procedures for detection of non-compliance and resolution of outstanding issues;

(F) access: requirements for access to the facilities of the Exchange or QTRS and fair application of those requirements;

(G) information transparency: procedures for the dissemination of market information;

(H) corporate governance: corporate governance procedures, including policy and rule making process;

(I) risk management; and

(J) systems and technology.

(c) The Lead Regulator will retain sole discretion regarding the manner in which the Oversight Program is carried out, including determining the order and timing of its oversight review of the functions under section 3(b)(iii). However, the Lead Regulator will perform the oversight reviews of these functions at least once every three years. Once it has obtained the necessary internal approval and when the final report of the oversight review performed under section 3(b)(iii) is sent to the Exchange or QTRS, the Lead Regulator will also provide a copy of the final report and any responses of the Exchange or QTRS to the report to each Exempting Regulator.

(d) If issuers or parties that are directly affected by a decision of the Exchange or QTRS in the jurisdiction of an Exempting Regulator appeal that decision to the Lead Regulator or request a hearing and review of that decision by the Lead Regulator, the Lead Regulator will provide videoconferencing facilities or other electronic equipment as necessary and appropriate to permit and facilitate the participation of the parties in the proceedings in the jurisdiction of the Exempting Regulator. The Lead Regulator will also provide simultaneous translation facilities or other facilities necessary and appropriate to permit the participation of the parties in the proceedings in French or English, at their request.

(e) The Lead Regulator will inform each Exempting Regulator in writing of any material changes in how it performs its obligations under this MOU.

4. Involvement of an Exempting Regulator

(a) The Lead Regulator acknowledges that an Exempting Regulator may require that the Exchange or QTRS provide to that Exempting Regulator:

(i) copies of information filed by the Exchange or QTRS pursuant to section 3(b)(i) at the same time that the Exchange or QTRS files the information with the Lead Regulator; and

(ii) copies of all Rules that the Exchange or QTRS files with the Lead Regulator under the Lead Regulator's procedures referred to in section 3(b)(ii) at the same time that the Exchange or QTRS files the Rules with the Lead Regulator,

(iii) copies of all final Rules once approved by the Lead Regulator under the Lead Regulator's procedures referred to in section 3(b)(ii);

(iv) in the specific context of an investigation by an Exempting Regulator and upon a specific request from that Exempting Regulator, information in writing about the marketplace participants, the shareholders or the market operations of the Exchange or QTRS.

(b) If an Exempting Regulator advises the Lead Regulator that it has specific concerns regarding the operations of the Exchange or QTRS in the jurisdiction of the Exempting Regulator and requests that the Lead Regulator perform an oversight review of the Exchange or QTRS in that jurisdiction, the Lead Regulator may determine to conduct an oversight review of:

(i) the office of the Exchange or QTRS in the jurisdiction of the Exempting Regulator; or

(ii) a function performed by an Exchange or QTRS office in that jurisdiction.

The Exempting Regulator may, as part of its request, ask that the Lead Regulator include staff of the Exempting Regulator in the Lead Regulator's oversight review. The Lead Regulator may, as a condition of performing the oversight review, request the assistance of staff of the Exempting Regulator in which case the Exempting Regulator will use its best efforts to provide this assistance.

(c) If the Lead Regulator advises the Exempting Regulator that it cannot or will not conduct the oversight review referred to in section 4(b), the Exempting Regulator may conduct the oversight review without the participation of the Lead Regulator. In that case, the Exempting Regulator will provide copies of the results of the oversight review to the Lead Regulator at the same time it sends the results to the Exchange or QTRS.

5. Information Sharing

(a) The Lead Regulator will, upon written request from an Exempting Regulator, provide or request the Exchange or QTRS to provide to the Exempting Regulator any information about the marketplace participants, the shareholders and the market operations of the Exchange or QTRS. This would include shareholder and participating organization lists, product and trading information and disciplinary decisions.

(b) In addition, to the extent practicable and as appropriate in the particular circumstances, the Lead Regulator will inform the Exempting Regulators in advance of any material events, or material decisions taken either by the Lead Regulator or the Exchange or QTRS, that may have a significant impact on the operations or activities of the Exchange or QTRS

6. Oversight Committee

(a) An oversight committee will continue to have the mandate to act as a forum and venue for the discussion of issues, concerns and proposals related to the oversight of marketplaces by the Parties (Oversight Committee).

(b) The Oversight Committee will include staff representatives from each of the Parties who have responsibility and/or expertise in the areas of marketplace oversight and market regulation.

(c) The Oversight Committee will meet at least once annually in person and will conduct conference calls at least quarterly.

(d) At least quarterly, the Parties will provide to the Oversight Committee a summary report on their oversight activities conducted during the period that will include a summary description of any material changes made to their oversight program, including the procedures for the review and approval of Exchange or QTRS Rules.

(d) At least annually, the Oversight Committee will provide to the Canadian Securities Administrators a written report of the oversight activities of the committee members during the previous period.

7. Issues Forum

(a) The Parties acknowledge that:

(i) more than one Exchange or QTRS may file the same Rules to different Lead Regulators for review and approval at the same time;

(ii) one Exchange or QTRS may file a Rule to its Lead Regulator for review and approval that is the same as an existing Rule adopted by a different Exchange or QTRS with a different Lead Regulator; or

(iii) an Exempting Regulator may have material concerns regarding a Rule that the Exchange or QTRS has filed for review and approval with the Lead Regulator under the Lead Regulator's procedures referred to in section 3(b)(ii).

(b) In the event the circumstances set out in section 7(a) arise, the Lead Regulators will act in good faith to resolve the issues or concerns raised by any of the parties involved in a dispute or disagreement in order to either achieve consistent results among the Lead Regulators or to address the concerns of the Exempting Regulator.

(c) The Parties to this MOU will establish a committee of the Chairs or other senior executives of the parties involved (the "Issues Forum") that will attempt to reach a consensus between the parties on any issue in dispute or disagreement under section 7(a). The Issues Forum will make recommendations to the various parties. Staff of any of the parties involved in a dispute or disagreement may submit the issue in dispute or the matter causing the disagreement to the Issues Forum.

(d) The Issues Forum will include the Chair or another senior executive of each Party involved in a dispute or disagreement under 7(a). For purposes of this section and if there are joint Lead Regulators of an Exchange or QTRS, the joint Lead Regulators of the Exchange or QTRS will be considered to be separate parties.

8. Waiver and Termination

(a) The provisions of this MOU may be waived by mutual agreement of the Parties.

(b) If the Lead Regulator or an Exempting Regulator of an Exchange or QTRS believes that another Party is not satisfactorily performing its obligations under this MOU, it may give written notice to the other Party stating that belief and providing particulars in reasonable detail of the alleged failure to perform. If the Party receiving the notice has not satisfied the notifying Party within two months of the delivery of the notice either that its performance is satisfactory or that it has taken or will take acceptable steps to rectify its performance, the notifying Party may by written notice to the other Party terminate this MOU as it relates to that Exchange or QTRS on a date not less than six months following delivery of the notice of termination. In that case, the notifying Party will send to the Exchange or QTRS a copy of its notice of termination at the same time it sends the notice to all the other Parties.

(c) In the event any significant change to the ownership, structure or operations of an Exchange or QTRS affects the oversight of the Exchange or QTRS, a Lead Regulator or any Exempting Regulator may give written notice to the other Parties stating its concerns. If a resolution cannot be reached within two months of the delivery of the notice, the notifying Party may by written notice to the other Parties terminate this MOU as it relates to the Exchange or QTRS on a date not less than six months following delivery of the notice of termination. In that case, the notifying Party will send to the Exchange or QTRS a copy of its notice of termination at the same time it sends the notice to all the other Parties.

(d) For purposes of this section and if applicable, the joint Lead Regulators of the Exchange or QTRS will be considered one party.

9. Amendments to and Withdrawal from this MOU

(a) This MOU may be amended from time to time as mutually agreed upon by the Parties. Any amendments must be in writing and approved by the duly authorized representatives of each Party. Any amendment of this MOU is subject to Ministerial approval in Ontario and to Governmental approval in Québec. For clarity, the List of Exchanges does not form part of this MOU.

(b) The Parties acknowledge that the securities regulators of any other jurisdiction where an Exchange or QTRS is recognized or exempted from recognition may become a Party to this MOU.

(c) Each Party can, at any time, withdraw from this MOU on at least 90 days written notice to all other Parties.

10. Effective Date

This MOU comes into effect on January 1, 2010.

List of Exchanges, Lead Regulators and Exempting Regulators

in relation to the

Memorandum of Understanding respecting the

Oversight of Exchanges and Quotation and Trade Reporting Systems

As of January 1, 2010

{1} The matters outlined in the Oversight Program are intended to set out the minimum level of oversight exercised in respect of an Exchange or QTRS. The Lead Regulator may conduct additional review procedures.

OSC Notice 51-717 -- Corporate Governance and Environmental Disclosure

OSC NOTICE 51-717

CORPORATE GOVERNANCE AND ENVIRONMENTAL DISCLOSURE

Purpose of this notice

The purpose of this notice is to communicate the Ontario Securities Commission's (OSC) plans regarding disclosure of corporate governance and environmental matters by reporting issuers (other than investment funds).

Corporate governance disclosure review

During 2010, we will conduct a review of compliance with the requirements of National Instrument 58-101 Disclosure of Corporate Governance Practices. The review will build on the results of our 2007 review, described in CSA Staff Notice 58-303 Corporate Governance Disclosure Compliance Review. Our review will involve assessing the adequacy of corporate governance disclosure in information circulars (or annual information forms or annual management's discussion & analysis, if applicable) filed by issuers in spring 2010.

Environmental disclosure guidance

During 2010, we intend to issue a staff notice providing guidance on compliance with existing environmental disclosure requirements under National Instrument 51-102 Continuous Disclosure Obligations. In developing the notice, we plan to consult with our advisory committees and other experts in this area. We intend to publish the notice by December 2010 so that reporting issuers will have sufficient time to consider the guidance when preparing their 2010 annual continuous disclosure documents.

Background

These actions are the outcome of our corporate sustainability reporting initiative, which was undertaken in response to a broad resolution introduced by MPP Laurel Broten and unanimously approved by the Ontario Legislature on April 9, 2009. The non-binding resolution called on the OSC to undertake a broad consultation to establish best practice corporate social responsibility and environmental, social and governance reporting standards.

Following the approval of the resolution, the Ministry of Finance and the OSC agreed that the OSC would:

• review existing disclosure requirements under Ontario securities legislation for reporting issuers (other than investment funds) regarding corporate governance and environmental matters

• consult with investors, issuers, advisors and other stakeholders on these matters, and

• make recommendations to the Minister of Finance by January 1, 2010 regarding "next steps" to enhance disclosure of these matters, if determined necessary and appropriate.

In developing the mandate, a number of factors were considered, including the areas of concern expressed by investors and other stakeholders, various international developments and the relatively short timeline to complete this initiative. In light of those factors, the OSC and the Ministry of Finance agreed that the OSC should focus on the disclosure of corporate governance and environmental matters at this time. The Hennick Centre for Business and Law at York University (the Hennick Centre) is currently undertaking a review of disclosure requirements for social matters and will report to the Minister of Finance. As part of that initiative, the Hennick Centre and Jantzi-Sustainalytics hosted a roundtable on corporate social reporting on December 7, 2009, to which they invited representatives from government agencies (including the OSC), non-profit organizations and business.

As part of our initiative, we consulted with stakeholders, our Continuous Disclosure Advisory Committee, our Securities Advisory Committee and the Prospectors & Developers Association of Canada. We also held a roundtable discussion on September 18, 2009, to which we invited representatives of investors, issuers and professional bodies, analysts, legal and accounting advisors and academics. A consultation paper was distributed to the roundtable participants to seek their input on the initiative. An updated version of that paper is attached to our report to the Minister of Finance, which is being published concurrently with this notice.

The OSC's plans regarding disclosure of corporate governance and environmental matters as described in this notice and our report to the Minister of Finance reflect the feedback we received on this initiative during the consultation process.

The OSC will invite staff at other Canadian Securities Administrators to participate in the corporate governance compliance review and the development of the guidance for environmental disclosures.

Questions

If you have questions with respect to this initiative, please contact one of the following individuals:

December 18, 2009

Chi-X Canada ATS Limited Notice of Proposed Changes

CHI-X CANADA ATS LIMITED NOTICE OF PROPOSED CHANGES

Chi-X Canada ATS Limited ("Chi-X") has announced its plans to implement the changes described below on February 2, 2010. It is publishing this Notice of Proposed Changes in accordance with the requirements set out in OSC Staff Notice 21-703 (October 9, 2009) 32 OSCB 8007.

Sweep and Cross Order

Description of Proposed Changes and Reasons for Changes

The Sweep and Cross Order is being introduced to facilitate customers trying to execute an intentional cross. This order type will facilitate an intentional cross by displacing any better priced orders on protected markets. Chi-X will route immediate or cancel orders ("IOC's") to all protected markets that contain displayed prices that are better than the customer's limit price. The IOC's will be sent to all markets simultaneously and carry the bypass marker. Once Chi-X has attempted to execute against all better prices on the protected markets, it will send a "cross" order to the Chi-X books.

Impact of the Changes

The automation of a process generally done manually by brokerage firms in Canada will result in efficiencies and less errors when customers are executing a cross.

Consultations

The introduction of this order type is being made in response to several customer requests.

Consideration of Alternatives

No other alternatives were considered.

Existence of Proposed Change in the Market

No other marketplace in Canada currently offers this type of order.

Post Only Order

Description of Proposed Changes and Reasons for Changes

The Post Only Order will replace the Liquidity Provision Order that Chi-X currently offers to customers. Chi-X will offer its subscribers the option of designating an order as liquidity providing only. An order marked as Post Only will post on Chi-X if it will add liquidity otherwise it will be passively re-priced one tick increment and booked. The Post Only order will not interact with hidden liquidity. The change is that if a Post Only Order is immediately executable and therefore would immediately remove liquidity, the order will be re-priced one tick increment rather than being cancelled which is presently the case with the immediately executable Liquidity Provision Order.

Impact of the Changes

This type of order is used by clients trying to avoid the increased costs associated with removing liquidity. Re-pricing the orders rather than rejecting the order is expected to increase the efficiency and usage of this order type.

Consultations

The introduction of this order type is being made in response to several customer requests.

Consideration of Alternatives

No other alternatives were considered.

Existence of Proposed Change in the Market

At present, at least one other marketplace in Canada offers a "Post Only" order type with orders immediately executable being rejected. Only Chi-X Canada ATS Limited offers the capability for this order type being re-priced to avoid just being rejected in the Canadian marketplace.

Notice and Request for Feedback -- Proposed Changes to the Operations of Chi-X Canada ATS Limited

CHI-X CANADA ATS LIMITED

PROPOSED CHANGES TO THE OPERATIONS OF CHI-X CANADA ATS LIMITED TO INTRODUCE TWO NEW ORDER

TYPES: THE SWEEP AND CROSS ORDER AND THE POST ONLY ORDER

NOTICE AND REQUEST FOR FEEDBACK

On December 18, 2009, Chi-X Canada ATS Limited published notice of proposed changes to its operations to introduce two new order types: the Sweep and Cross Order and the Post Only Order. A copy of this notice is reproduced at Chapter 1 of this Bulletin.

Pursuant to OSC Staff Notice 21-703 -- Transparency of the Operations of Stock Exchanges and Alternative Trading Systems, Commission Staff invite market participants to provide the Commission with feedback on the proposed changes.

Feedback on the proposed changes should be in writing and submitted by January 18, 2010 to:

Market Regulation Branch

Ontario Securities Commission

Suite 1903, Box 55

20 Queen Street West

Toronto, ON M5H 3S8

Fax: 416-595-8940

e-mail: marketregulation@osc.gov.on.ca

and to:

Kenneth J. Keplacki, Managing Director

Chi-X Canada ATS Limited

The Exchange Tower, Suite 2105

130 King Street West

Toronto, ON M5X 1E3

Fax: 416-368-2562

e-mail: Ken.Klepacki@instinet.com

If the proposed changes do not raise any regulatory concerns, Chi-X Canada ATS Limited may implement the proposed changes by February 2, 2010.

OSC Announces Plans to Enhance Compliance with Corporate Governance and Environmental Disclosure Requirements for 2010

FOR IMMEDIATE RELEASE

December 18, 2009

OSC ANNOUNCES PLANS TO ENHANCE COMPLIANCE WITH

CORPORATE GOVERNANCE AND ENVIRONMENTAL DISCLOSURE REQURIEMENS

FOR 2010

TORONTO -- The Ontario Securities Commission (OSC) today issued Notice 51-717 Corporate Governance and Environmental Disclosure, which communicates the OSC's plans to enhance compliance by reporting issuers (other than investment funds) with corporate governance and environmental disclosure requirements.

This Notice is part of the OSC's corporate sustainability reporting initiative developed in response to a resolution of the Ontario Legislature, passed on April 9, 2009, calling on the OSC to undertake a broad consultation to consider best practice corporate social responsibility and environmental, social and governance disclosure standards. In response, the OSC held consultations with various stakeholders, including a roundtable discussion on September 18, 2009 with respect to its governance and environmental disclosure requirements. The OSC then prepared a report and recommendations that were submitted today to the Ontario Minister of Finance.

"We received valuable feedback from stakeholders and this has formed the basis for the initiatives that we are taking in 2010," said James Turner, Vice-Chair of the OSC. "During the consultations, we heard support for the existing regulatory requirements as well as recommendations for the OSC to provide more guidance to issuers in order to improve the information disclosed to investors and the marketplace. For example, stakeholders said additional guidance would be welcome in respect of disclosure of climate change risk."

In 2010, the OSC will conduct a compliance review of corporate governance disclosure filed by issuers in spring 2010. The OSC will also develop guidance for issuers on compliance with existing environmental disclosure requirements, which are currently set out in National Instrument 51-102 Continuous Disclosure Obligations. The OSC intends to consult stakeholders in connection with the development of that guidance and to publish the guidance by December 2010, giving reporting issuers sufficient time to consider it when preparing their 2010 annual continuous disclosure documents.

The OSC will invite staff at other Canadian Securities Administrators to participate inthe corporate governance compliance review and the development of the guidance for environmental disclosures.

Notice 51-717 Corporate Governance and Environmental Disclosure, along with the OSC report to the Minister of Finance and a consultation paper previously prepared by OSC staff, are available on the OSC website, www.osc.gov.on.ca.

Canadian Securities Regulators Publish Responses to Frequently Asked Questions About the New National Registration Regime

FOR IMMEDIATE RELEASE

December 18, 2009

CANADIAN SECURITIES REGULATORS

PUBLISH RESPONSES TO

FREQUENTLY ASKED QUESTIONS ABOUT THE

NEW NATIONAL REGISTRATION REGIME

Toronto -- The Canadian Securities Administrators (CSA) today published Staff Notice 31-313, containing answers to frequently asked questions (FAQs) about the new Canada-wide registration regime.

The FAQ list was created from public enquiries that CSA members received concerning the new regime for the registration of firms and individuals who deal in securities, provide investment advice or manage investment funds.

The key components of the new regime, which came into force on September 28, 2009, include National Instrument 31-103 Registration Requirements and Exemptions and amendments to National Instrument 33-109 Registration Information. Staff Notice 31-313 was compiled in FAQ format in order to assist those working with these instruments. The Notice will be available on various CSA members' websites and may be updated from time to time.

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

For more information:

Oversea Chinese Fund Limited Partnership et al.

FOR IMMEDIATE RELEASE

December 11, 2009

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

OVERSEA CHINESE FUND LIMITED

PARTNERSHIP, WEIZHEN TANG AND

ASSOCIATES INC., WEIZHEN TANG CORP.

AND WEIZHEN TANG

TORONTO -- The Commission issued its Decision following a hearing held on November 13, 2009 in the above named matter.

A copy of the Decision dated December 10, 2009 is available at www.osc.gov.on.ca.

Irwin Boock et al.

FOR IMMEDIATE RELEASE

December 11, 2009

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

IRWIN BOOCK, STANTON DEFREITAS, JASON

WONG, SAUDIA ALLIE, ALENA DUBINSKY,

ALEX KHODJIAINTS, SELECT AMERICAN

TRANSFER CO., LEASESMART, INC.,

ADVANCED GROWING SYSTEMS, INC.,

INTERNATIONAL ENERGY LTD., NUTRIONE

CORPORATION, POCKETOP CORPORATION,

ASIA TELECOM LTD., PHARM CONTROL LTD.,

CAMBRIDGE RESOURCES CORPORATION,

COMPUSHARE TRANSFER CORPORATION,

FEDERATED PURCHASER, INC.,

TCC INDUSTRIES, INC., FIRST NATIONAL

ENTERTAINMENT CORPORATION,

WGI HOLDINGS, INC. AND ENERBRITE

TECHNOLOGIES GROUP

TORONTO -- The Commission issued an Order in the above named matter which provides that the dates for the hearing of this matter on the merits shall commence on February 1, 2010 at 10:00 a.m. and shall continue for four weeks excluding the dates of February 2, 15 and 16 or such other dates as may be determined by the parties and the Office of the Secretary.

A copy of the Order dated December 10, 2009 is available at www.osc.gov.on.ca.

Gold-Quest International et al.

FOR IMMEDIATE RELEASE

December 11, 2009

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

GOLD-QUEST INTERNATIONAL,

HEALTH AND HARMONEY, IAIN BUCHANAN,

AND LISA BUCHANAN

TORONTO -- The Commission issued an Order which provides that the Amended Temporary Order against Gold-Quest and the Ontario Respondents is extended until the completion of the Hearing on the Merits.

A copy of the Order dated December 10, 2009 is available at www.osc.gov.on.ca.

Gold-Quest International et al.

FOR IMMEDIATE RELEASE

December 11, 2009

IN THE MATTER OF

THE SECURITIES ACT

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

AND

IN THE MATTER OF

GOLD-QUEST INTERNATIONAL,

1725587 ONTARIO INC. carrying on business as

HEALTH AND HARMONEY, HARMONEY CLUB

INC., DONALD IAIN BUCHANAN, LISA

BUCHANAN AND SANDRA GALE

TORONTO -- The Commission issued an Order in the above matter which provides that the Hearing is adjourned to March 25, 2010 at 10:00 a.m. for a full day and March 26, 2010 from 10:00 a.m. to 1:00 p.m., or such other dates as are agreed to by the parties and determined by the Office of the Secretary, for the purpose of considering sanctions for certain of the Respondents and for any other purpose that the parties may advise the Office of the Secretary; and, that the motion for leave of the Commission to withdraw brought by counsel for Sandra Gale is granted and leave of the Commission is granted for counsel to withdraw.

A copy of the Order dated December 10, 2009 is available at www.osc.gov.on.ca

Chapter 2 -- Decisions, Orders and Rulings

Canadian Hydro Developers, 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 -- issuer has no publicly held securities -- issuer did not provide British Columbia Securities Commission with a notice of surrender of its reporting issuer status -- issuer is in default of certain continuous disclosure obligations.

Ontario Statutes

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

December 9, 2009

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 PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

CANADIAN HYDRO DEVELOPERS, INC.

(the Filer)

DECISION

Background

The securities regulatory authority or regulator in each of the Jurisdictions (Decision Maker) has received an application from the Filer under the securities legislation of the Jurisdictions (the Legislation) for a decision under the Legislation to be deemed to have ceased to be a reporting issuer in the Jurisdictions (the Exemptive Relief Sought).

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

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

(b) the decision is the decision of the principal regulator and evidences the decision of each other Decision Maker.

Interpretation

Terms defined in National Instrument 14-101 Definitions 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 was incorporated under the Business Corporations Act (Alberta) (the ABCA).

2. The head office of the Filer is located in Calgary, Alberta.

3. On October 23, 2009, 1478860 Alberta Ltd. (the Offeror) acquired, pursuant to an offer and accompanying take-over bid circular dated July 22, 2009, as amended by a notice of extension dated August 27, 2009, a notice of extension dated September 9, 2009, a notice of extension dated September 21, 2009, a notice of extension dated October 2, 2009, a notice of variation and extension dated October 8, 2009 and a notice of extension dated October 20, 2009 (the Offer), approximately 125,339,544 common shares of the Filer representing approximately 87.1% of the issued and outstanding common shares of the Filer (the Common Shares).

4. On November 4, 2009 the Offeror acquired an additional 9,155,361 Common Shares representing, along with the previously acquired 125,339,544 Common Shares, approximately 93.5% of the issued and outstanding Common Shares pursuant to the Offer.

5. On November 4, 2009, the Offeror acquired the balance of the issued and outstanding Common Shares that were not acquired by the Offeror under the Offer pursuant to the compulsory acquisition provisions of Part 16 of the Business Corporations Act (Alberta).

6. Following completion of the Offer on November 4, 2009, the Filer became a wholly-owned subsidiary of 1478860 Alberta Ltd.

7. Prior to the Offer, the authorized capital of the Filer consisted of an unlimited number of Common Shares and an unlimited number of preferred shares (the Preferred Shares), issuable in series, of which 143,801,223 Common Shares and Nil Preferred Shares were issued and outstanding.

8. The Common Shares were delisted from the Toronto Stock Exchange on November 9, 2009 and the Filer does not have any other securities listed on any stock exchange.

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

10. The outstanding securities of the Filer, 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.

11. No securities of the Filer are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation.

12. The Filer 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.

13. The Filer is not in default of any of its obligations under the Legislation as a reporting issuer, other than its obligation to file its interim financial statements and related management's discussion and analysis for the interim period ended September 30, 2009 and the interim certificates under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings in respect of its interim filings for the interim period ended September 30, 2009 which were due on November 15, 2009.

14. The Filer was not eligible to use the simplified procedure under CSA Staff Notice 12-307 Applications for a Decision that an Issuer is not a Reporting Issuer as it is a reporting issuer in British Columbia.

15. Upon grant of the Exemptive Relief Sought, the Filer will not be a reporting issuer or the equivalent in any jurisdiction of Canada.

Decision

Each of the Decision Makers is satisfied that he 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 Exemptive Relief Sought is granted.

Arise Technologies Corporation and Haverstock Master Fund, Ltd.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Application by a TSX-listed issuer and foreign resident purchaser for exemptive relief in relation to a proposed distribution of securities by the issuer by way of a committed equity facility (often referred to as an "equity line of credit"). A draw down under an equity line may be considered to be an indirect distribution of securities of the issuer to purchasers in the secondary market through the equity line purchaser acting as underwriter. Relief granted to the issuer and purchaser from certain registration and prospectus requirements, subject to terms and conditions, including a 10% restriction on the number of securities that may be distributed under an equity line in any 12-month period, certain restrictions on the permitted activities of the purchaser and certain notification and disclosure requirements.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, ss. 25(1), 25(2), 71(1), 71(2), 74(1), 133 and 147.

National Instrument 44-101 Short Form Prospectus, s. 8.1.

Form 44-101 Short Form Prospectus, item 20.

National Instrument 44-102 Shelf Distributions, ss. 5.5.2, 5.5.3, 11.1.

December 10, 2009

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

ARISE TECHNOLOGIES CORPORATION

(THE ISSUER)

AND

HAVERSTOCK MASTER FUND, LTD.

(THE SUBSCRIBER)

DECISION

BACKGROUND

The principal regulator in the Jurisdiction has received an application from the Issuer and the Subscriber (the Filers) for a decision (the Exemption Sought) under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) that:

1. in connection with the distribution or distributions (the Distribution) by the Issuer of the ELOC Shares (as defined below) through the Subscriber, as underwriter, to purchasers (TSX Purchasers) who purchase ELOC Shares directly from the Subscriber on the Toronto Stock Exchange (TSX) during the period (the Distribution Period) that commences on the date of commencement of the Pricing Period (as defined below) under a Draw Down Notice (as defined below) delivered under the Committed Equity Facility (as defined below) and ends on the date that is the earlier of:

(a) the date on which the Subscriber notifies the Issuer that the distribution of the ELOC Shares purchased from the Issuer on the Settlement Date (as defined below) has ended, and

(b) the 40th day after the Settlement Date,

the Issuer be exempted from the requirements in the Legislation to include the following information in a prospectus (collectively, the Prospectus Form Requirements):

(i) the statement respecting statutory rights of withdrawal and rescission or damages in the form prescribed in item 20 of Form 44-101F1 Short Form Prospectus (Form 44-101F1) under National Instrument 44-101 Short Form Prospectus Distributions (NI 44-101),

(ii) the second sentence of the disclosure required by section 5.5.2 of National Instrument 44-102 Shelf Distributions (NI 44-102), and

(iii) the statement in section 5.5.3 of NI 44-102;

2. in connection with the Distribution, the Subscriber and its directors, officers and employees be exempted from the requirements in the Legislation that prohibit a person or company from engaging in or holding himself, herself or itself out as engaging in the business of trading in securities unless the person or company is registered as a dealer or is a representative registered as a dealing representative of a registered dealer and is acting on behalf of the registered dealer (the Dealer Registration Requirements);

3. in connection with the Distribution, the Subscriber and its directors, officers and employees be exempted from the requirements in the Legislation that prohibit a person or company from acting as an underwriter unless the person or company is registered as a dealer and is authorized to act as an underwriter in the circumstances or is a representative registered as a dealing representative of such a registered dealer and is acting on behalf of the registered dealer (the Underwriter Registration Requirements); and

4. in connection with the Distribution, the Subscriber and any dealers through whom the Subscriber distributes the ELOC Shares (each a Selling Agent) be exempted from the requirements in the Legislation that a dealer not acting as agent of the purchaser who receives an order to subscribe for or purchase a security offered in a distribution deliver to the purchaser or its agent the prospectus and any amendment to the prospectus not later than the second working day after the subscription or purchase (the Prospectus Delivery Requirements) so, as a consequence, no rights of withdrawal or rights of rescission or damages for non-delivery of the prospectus arise.

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

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

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

INTERPRETATION

Terms defined 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 Filers:

The Issuer

1. The Issuer is a corporation incorporated and validly existing under the Canada Business Corporations Act. The principal office of the Issuer is located in Waterloo, Ontario.

2. The Issuer is a reporting issuer under the legislation of Ontario, British Columbia, Alberta, Saskatchewan, Manitoba, New Brunswick, Prince Edward Island, Nova Scotia, Newfoundland and Labrador, Yukon Territory, Northwest Territories and Nunavut (the Reporting Jurisdictions). The Issuer is not in default of securities legislation in any jurisdiction.

3. The outstanding common shares of the Issuer (the Shares) are listed and posted for trading on the TSX under the symbol APV. The Issuer is authorized to issue an unlimited number of Shares. As of November 24, 2009, there were 133,442,762 Shares issued and outstanding and the aggregate market value of the outstanding Shares was $38.7 million.

4. The Issuer is not currently subject to the reporting requirements of the United States Securities Exchange Act of 1934, as amended (the 1934 Act).

5. The Issuer is eligible to file a short form prospectus under NI 44-101.

6. The Issuer has filed in the Reporting Jurisdictions and received a decision document dated October 2, 2009 for its unallocated short form base shelf prospectus dated September 29, 2009 (the Base Shelf Prospectus).

The Subscriber

7. The Subscriber is a Cayman Islands company, whose principal business office is located at 1044 Northern Boulevard Roslyn, New York.

8. Neither the Subscriber nor any affiliate of the Subscriber is a reporting issuer in any jurisdiction in Canada or a registrant under US securities legislation. Neither the Subscriber nor any affiliate of the Subscriber is registered with any U.S. or Canadian regulator or other securities regulatory authority as a dealer, advisor or in any other capacity under the legislation in any jurisdiction and is not a member of or participant in any other marketplace (as defined National Instrument 21-101 Marketplace Operation) or of any other self-regulatory organization. In particular, the Subscriber is not (a) a dealer-member of the Investment Industry Regulatory Organization of Canada, (b) a participating organization of the TSX, a member of the TSX Venture Exchange, or a member or dealer of the Canadian National Stock Exchange, Pure Trading, Alpha ATS, Chi-X Canada ATS or the Canadian Investor Protection Fund, (c) a broker-dealer registered with the United States Securities Exchange Commission under the 1934 Act, or (d) a member of the National Association of Securities Dealers, Inc. The Subscriber is not in default of securities legislation in any jurisdiction.

9. The Subscriber has been established to purchase and sell, as principal, securities of public companies, including, without limitation, the purchase of equity securities pursuant to equity draw down facilities like the Committed Equity Facility. Neither the Subscriber, nor any affiliate of the Subscriber, currently participates in equity line financings or similar arrangements with US-listed issuers.

10. The investment manager of the Subscriber is Haverstock Offshore Manager, LLC, a Delaware corporation. As of the date hereof, the share capital of Haverstock Offshore Manager, LLC is owned as follows:

(a) 50% by the N.I.R. Group, LLC, a New York limited liability company which is principally owned and managed by Mr. Corey Ribotsky;

(b) 40% by Targum Capital, LLC, a Delaware limited liability company which is owned and managed by Mr. David Ratzker; and

(c) 10% by Eagle Ridge Capital Corporation, an Alberta corporation which is owned and managed by Mr. Cory Gelmon and Mr. Michael Gelmon.

Proposed Distribution of ELOC Shares

11. The Issuer and the Subscriber will enter into an amended and restated committed equity facility agreement (the Committed Equity Facility), whereby the Issuer may, from time to time, require the Subscriber to purchase from treasury Shares (the ELOC Shares) on the following basis (subject always to the Committed Equity Facility becoming effective in accordance with its terms):

(a) During the 36 months after the date of the Committed Equity Facility and subject to certain conditions set forth in the Committed Equity Facility, the Issuer may, in its sole discretion, require the Subscriber to complete one or more subscriptions for up to $500,000 in ELOC Shares (each such issue and sale of ELOC Shares is a Draw Down) by delivering to the Subscriber a Draw Down notice for each Draw Down (each a Draw Down Notice). The Issuer may not deliver another Draw Down Notice until all ELOC Shares issuable pursuant to the prior Draw Down have been delivered to, or to the direction of, the Subscriber. Furthermore, the maximum aggregate subscription amount under the Committed Equity Facility is $10 million.

(b) Pursuant to each Draw Down Notice, the Subscriber will be required to subscribe for and purchase the number of ELOC Shares as is equal to the dollar amount set forth in the Draw Down Notice (the Draw Down Amount), subject to certain adjustments and conditions for the Subscriber's benefit as set out in the Committed Equity Facility.

(c) In each Draw Down Notice, the Issuer is to specify a minimum price for the Subscriber's purchase of ELOC Shares pursuant the applicable Draw Down (the Minimum Price).

(d) The Draw Down Amount for a Draw Down is to be allocated equally over the five consecutive trading days (the Pricing Period) beginning on the commencement date specified in the Draw Down Notice. The number of ELOC Shares that the Subscriber is obligated to purchase for each trading day during the Pricing Period is established by the purchase price for ELOC Shares determined under the Committed Equity Facility.

(e) Under the Committed Equity Facility, the applicable purchase price for the ELOC Shares to be paid by the Subscriber for a trading day during the Pricing Period (Trading Day) is to be the higher of (i) 93.5% of the volume weighted average price of the Shares for the Trading Day (VWAP) or (ii) the Minimum Price (the Trading Day Purchase Price). The number of ELOC Shares to be purchased by the Subscriber for each Trading Day is equal to the Draw Down Amount proportionately allocated to such Trading Day divided by the Trading Day Purchase Price, subject to the Subscriber's right under the Committed Equity Facility to reduce its obligation to subscribe for the Draw Down Amount for such Trading Day, in whole or in part, where the VWAP for the Trading Day is below the Minimum Price (any such reduction of the Subscriber's obligation is a Draw Down Reduction).

(f) In addition to a Draw Down Reduction, the Draw Down Amount for which the Subscriber is obligated in subscribing for ELOC Shares (and, accordingly, the number of ELOC Shares) pursuant to any Draw Down is to be reduced pursuant to the Committed Equity Facility to ensure that the Draw Down Amount does not exceed 5% of the market capitalization of the issued and outstanding Shares as of the applicable closing for the Draw Down (where the market capitalization is determined by multiplying the number of Shares outstanding by the VWAP as at the Settlement Date (as defined below)).

(g) The purchase and sale of ELOC Shares for each Draw Down is to be completed on later of (i) the second TSX trading day after filing of the Pricing Supplement (as defined below) or (ii) the seventh TSX trading day following the Pricing Period (each such closing is a Settlement Date).

12. Forthwith after entering into the Committed Equity Facility, the Issuer will issue a news release and file the agreement on SEDAR. The news release will disclose the material terms and conditions of the Committed Equity Facility, that the agreement and the Base Shelf Prospectus have been filed on SEDAR, when the prospectus supplement and pricing supplements will be filed and how TSX Purchasers may obtain a copy of the Prospectus. A copy of the news release will also be posted on the website of the Issuer.

13. Certain fees are payable by the Issuer to the Subscriber in connection with the Committed Equity Facility. Such fees shall not be satisfied by the issuance of Shares by the Issuer to the Subscriber.

14. Within two business days after entering into the Committed Equity Facility and prior to delivering any Draw Down Notice or completing any distribution of ELOC Shares pursuant to a Draw Down, the Issuer will file in each Reporting Jurisdiction a prospectus supplement to the Base Shelf Prospectus describing the terms of the Committed Equity Facility and relating to the qualification of the distribution of ELOC Shares pursuant to the shelf prospectus procedures prescribed by Parts 8 and 9 of NI 44-102 in connection with the Distribution (the Prospectus Supplement). The Prospectus Supplement will:

(a) qualify the distribution of ELOC Shares to the Subscriber,

(b) qualify the sale of ELOC Shares to TSX Purchasers; and

(c) include the disclosure required by subsection 9.1(3) of NI 44-102 that no underwriter or dealer involved in the Distribution, no affiliate of such an underwriter or dealer and no person or company acting jointly or in concert with such an underwriter or dealer has over-alloted, or will over-allot, securities in connection with the Distribution or effect any other transactions that are intended to stabilize or maintain the market price of the Shares.

15. Within two TSX trading days after the end of the Pricing Period for a particular Draw Down and, in any case, prior to completing any distribution of ELOC Shares pursuant to a Draw Down, the Issuer will file on SEDAR a copy of its pricing supplement to the Base Shelf Prospectus prepared in accordance with the shelf prospectus procedures prescribed by Part 8 and 9 of NI 44-102 and describing the terms and conditions applicable to the distribution of ELOC Shares pursuant to the Draw Down Notice delivered to the Subscriber under the Committed Equity Facility that are not disclosed in the Base Shelf Prospectus, including without limitation, disclosure of the number of ELOC Shares issued and sold pursuant to the Draw Down to the Subscriber and the Subscriber's average purchase price per ELOC Share, all as determined in accordance with the Committed Equity Facility after completion of the Pricing Period (such a pricing supplement to the Base Shelf Prospectus is a Pricing Supplement) (the Base Shelf Prospectus together with the Prospectus Supplement and the applicable Pricing Supplement, as may be amended or restated from time to time, are referred to in this decision as the Prospectus).

16. The Committed Equity Facility will provide that during the term of the Committed Equity Facility neither the Subscriber nor any of its affiliates will sell Shares other than those (a) that the Subscriber reasonably expects to have the obligation to purchase under the terms of the Committed Equity Facility or (b) held in any accounts directly or indirectly managed by the Subscriber.

17. After receipt of a Draw Down Notice, the Subscriber may seek to sell the ELOC Shares purchased under the Draw Down, or engage in hedging strategies, in order to reduce the economic risk associated with the purchase of securities of the Issuer.

18. Under the Committed Equity Facility, the Subscriber, its affiliates, associates, partners and insiders, will agree not to hold a net short position in Shares during the term of the Committed Equity Facility. Accordingly, the Subscriber may sell Shares to hedge their obligation to purchase ELOC Shares under a Draw Down Notice provided that:

(a) The Subscriber complies with applicable TSX regulations and securities legislation;

(b) The Subscriber will not during a Pricing Period, together with any affiliate, associate, subsidiaries, partners or insiders, sell that number of Shares which exceeds that number of ELOC Shares the Subscriber will be required to purchase in connection with the Draw Down Notice.

19. The Subscriber may, but is not obligated to, sell ELOC Shares it has acquired under a Draw Down on a non-fixed price basis during the Distribution Period.

20. The Subscriber may be considered to be acting as an underwriter (as defined in the Legislation) in connection with the Distribution and a Draw Down under the Committed Equity Facility may be considered to be an indirect distribution of the ELOC Shares by the Issuer to TSX Purchasers with the Subscriber acting as the underwriter of the Distribution.

21. A person or company acting as an underwriter is subject to the Underwriter Registration Requirements.

22. The Subscriber and the Selling Agents will affect all sales of ELOC Shares during the Distribution Period, other than those made to a lender of Shares, through the TSX.

23. The Committed Equity Facility will provide that, at the time of each Draw Down Notice and each sale of ELOC Shares, the Issuer will make a representation to the Subscriber that the Prospectus contains full, true and plain disclosure of all material facts relating to the Issuer and the ELOC Shares being distributed. The Issuer would therefore be unable to proceed with sales of ELOC Shares when it is in possession of undisclosed information that would constitute a material fact or a material change in respect of the ELOC Shares.

Disclosure of Distribution of ELOC Shares

24. Upon issuing a Draw Down Notice, the Issuer will disseminate a news release disclosing the issuance of the Draw Down Notice and specifying that the Base Shelf Prospectus and the Prospectus Supplement are filed on SEDAR. In addition, if the Issuer determines that the sale of the number of ELOC Shares specified in the Draw Down Notice constitutes a material fact or material change, the Issuer will simultaneously file a material change report.

25. On or before each Settlement Date, the Issuer is to have disseminated a news release regarding the issue and sale of ELOC Shares for that Draw Down. The news release is to specify the number of ELOC Shares and the Subscriber's average purchase price for each ELOC Share that has been issued and sold under the Draw Down, all as determined in accordance with the Committed Equity Facility after completion of the Pricing Period, indicate that the Pricing Supplement in respect of the Draw Down has been filed on SEDAR, and specify where and how prospective TSX Purchasers may obtain a copy of the Committed Equity Facility, the Base Shelf Prospectus, the Prospectus Supplement applicable to the Committed Equity Facility, and the Pricing Supplement applicable to the Draw Down. The Issuer is to post copies of the Draw Down news releases on its website.

26. In determining whether the sale of the number of ELOC Shares specified in the Draw Down Notice would constitute a material fact or material change, the Issuer will take into account a number of factors, including, without limitation: (a) the parameters of the Draw Down Notice including the number of ELOC Shares proposed to be sold; (b) the percentage of the outstanding Shares that the number of ELOC Shares represents; (c) the difference between the recent market price of the Shares and the Minimum Price specified in the Draw Down Notice (d) trading volume and volatility of Shares; (e) recent developments in the business, affairs and capital structure of the Issuer; and (f) prevailing market conditions generally.

Prospectus Qualification of the Distribution of ELOC Shares

27. The Base Shelf Prospectus, as supplemented by the Prospectus Supplement, as amended, will qualify the Distribution of the ELOC Shares to TSX Purchasers during the Distribution Period.

28. The Base Shelf Prospectus, as supplemented by the Prospectus Supplement, as amended, and the Pricing Supplement will qualify the Distribution of the Shares to the Subscriber as described in the Pricing Supplement.

29. The Prospectus Supplement will contain an underwriter's certificate in the form set out in section 2.2(b) of Appendix B to NI 44-102 signed by the Subscriber.

30. A dealer not acting as agent of the purchaser who sells securities offered in a distribution to which the prospectus requirement applies is subject to the Prospectus Delivery Requirements.

31. The Subscriber is seeking an exemption from the Prospectus Delivery Requirements on behalf of itself and Selling Agents through whom it sells the ELOC Shares because TSX Purchasers will not be readily identifiable as the Selling Agent acting on behalf of the Subscriber may combine the sell orders made under the Prospectus with other sell orders and the dealer acting on behalf of a TSX Purchaser may combine a number of purchase orders.

32. The Issuer will disclose the number and price of ELOC Shares sold to the Subscriber under the Committed Equity Facility in its annual financial statements and MD&A filed on SEDAR.

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 is granted provided that:

1. in connection with a Distribution, the Issuer is exempted from the Prospectus Form Requirements so long as:

(a) the number of Shares distributed by the Issuer under one or more equity lines of credit, including the Committed Equity Facility, during any 12-month period in the term of the Committed Equity Facility does not exceed 10 per cent of the aggregate number of Shares outstanding at the beginning of such 12-month period;

(b) the Issuer issues a news release immediately:

(i) upon entering into the Committed Equity Facility, disclosing certain terms of the Committed Equity Facility including the aggregate maximum issue price of the ELOC Shares that may be distributed under the Committed Equity Facility, and

(ii) upon delivery of a Draw Down Notice to the Subscriber if the maximum dollar value of ELOC Shares the Subscriber may be obligated to purchase exceeds 2 per cent of the aggregate market value of the Shares issued and outstanding at the date of delivery of the Draw Down Notice;

(c) the Issuer files the Prospectus Supplement that (i) qualifies the distribution of the ELOC Shares to the Subscriber and the distribution of the ELOC Shares to the TSX Purchasers during the Distribution Period; and (ii) includes the disclosure required by section 9.1(3) of NI 44-102;

(d) the Issuer files a Pricing Supplement within two business days after the end of the Pricing Period with respect to each Draw Down disclosing the number of ELOC Shares sold pursuant to that Draw Down to the Subscriber and the price per ELOC Share;

(e) the Issuer delivers to the Commission and the TSX, upon request, a copy of each Draw Down notice delivered by the Issuer to the Subscriber under the Committed Equity Facility; and

(f) in lieu of the statement respecting statutory rights of withdrawal and rescission or damages in the form prescribed in item 20 of Form 44-101F1, the Issuer includes in the Prospectus Supplement the following statement:

"Securities legislation in the jurisdictions provides purchasers with the right to withdraw from an agreement to purchase securities and with remedies for rescission or damages if the prospectus, prospectus supplements relating to securities purchased by a purchaser and any amendment are not delivered to the purchaser, provided that the remedies are exercised by the purchaser within the time limit prescribed by securities legislation.

However, TSX Purchasers of ELOC Shares will not have any right to withdraw from an agreement to purchase the ELOC Shares and will not have remedies of rescission or damages for non-delivery of the Prospectus because the Prospectus relating to ELOC Shares purchased by a TSX Purchaser will not be delivered as permitted under a decision document granting exemptive relief dated •, 2009.

Securities legislation in the jurisdictions also provides purchasers with remedies for rescission or damages if the prospectus, prospectus supplements relating to securities purchased by a purchaser and any amendment contain a misrepresentation, provided that the remedies are exercised by the purchaser within the time limit prescribed by securities legislation. Any remedies under securities legislation in the jurisdictions that a TSX Purchaser of ELOC Shares may have against the Issuer or the Subscriber for rescission or damages if the prospectus, prospectus supplements relating relating to securities purchased by a purchaser and any amendment contain a misrepresentation remain unaffected by the non-delivery of the Prospectus and the decision document referred to above.

TSX Purchasers should refer to the applicable provisions of the securities legislation and the decision document referred to above for the particulars of their rights or consult with a legal adviser."

2. in connection with a Distribution, the Subscriber and its officers, directors and employees are exempted from the Dealer Registration Requirements and the Underwriter Registration Requirements so long as:

(a) the Subscriber does not solicit offers to purchase the ELOC Shares in any Reporting Jurisdictions and effects all Distributions of ELOC Shares during Distribution Period through the TSX using a dealer unaffiliated with the Subscriber or the Issuer;

(b) no extraordinary commission or consideration is paid by the Subscriber to a person or company in respect of the Distribution of ELOC Shares; and

(c) the Subscriber makes available to the Commission, upon request, full particulars of trading and hedging activities by the Subscriber (and, if relevant, trading and hedging activities by affiliates of the Subscriber) in relation to securities of the Issuer during the term of the Committed Equity Facility;

3. in connection with a Distribution, the Subscriber and any Selling Agents through whom the Subscriber distributes the ELOC Shares are exempted from the Prospectus Delivery Requirements so long as the conditions in the immediately preceding paragraph 2 are met; and

4. this decision will terminate on the date that is 25 months after the date on which the Prospectus Supplement is filed in the Jurisdiction.

As to the Exemption Sought from the Prospectus Form Requirements:

As to the Exemption Sought from the Dealer Registration Requirements, the Underwriter Registration Requirements and the Prospectus Delivery Requirements:

Selkirk Metals Corp. -- 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).

Citation: Selkirk Metals Corp., Re, 2009 ABASC 611

December 9, 2009

Attention: Brian W. Lindsay

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 issuer is revoked.

Big 8 Split Inc. and TD Securities Inc.

Headnote

National Policy 11-203 -- Process for Exemptive Relief Applications in Multiple Jurisdictions -- subdivided offering -- in connection with offering of Class C preferred shares -- the prohibitions contained in the Legislation against trading in portfolio shares by persons or companies having information concerning the trading programs of mutual funds shall not apply to administrator with respect to certain principal trades with the issuer in securities comprising the Issuer's portfolio -- issuer's portfolio consisting of shares of five Canadian banks and three Canadian insurance companies.

Applicable Legislative Provisions

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

December 11, 2009

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

BIG 8 SPLIT INC.

(the "Filer")

AND

TD SECURITIES INC.

("TD Securities")

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer under the securities legislation of the Jurisdiction of the principal regulator (the "Legislation") for a decision that the prohibitions contained in Section 119 of the Securities Act (Ontario) (the "OSA") against trading in portfolio shares by persons or companies having information concerning the trading programs of mutual funds shall not apply to TD Securities in connection with Principal Sales and Principal Purchases (each defined below) with respect to the public offering (the "Offering") of class C preferred shares (the "Class C Preferred Shares") of the Filer (the "Exemption Sought").

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 Alberta, Saskatchewan, Nova Scotia and Newfoundland and Labrador.

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:

The Filer

1. The Filer was incorporated under the Business Corporations Act (Ontario) on June 26, 2003 and became a reporting issuer under the OSA by filing a final prospectus dated August 28, 2003 relating to an initial public offering of class A capital shares (the "Capital Shares") and class A preferred shares completed on September 3, 2003.

2. The authorized capital of the Filer consists of an unlimited number of Capital Shares, an unlimited number of Class A preferred shares, an unlimited number of Class B, Class C and Class D preferred shares issuable in series, an unlimited number of Class B, Class C and Class D capital shares issuable in series, and an unlimited number of Class E voting shares ("Class E Shares").

3. Currently there are 1,204,980 Capital Shares and 1,204,980 Class B preferred shares, Series 1 (the "Class B Preferred Shares") issued and outstanding.

4. The Filer is offering Class C Preferred Shares and Capital Shares pursuant to a final prospectus (the "Prospectus"). Immediately prior to closing of the Offering, the Filer intends to pay a dividend in Capital Shares to holders of Capital Shares (the "Share Dividend"). As a result, and in order to maintain the same number of Capital Shares and preferred shares of all classes outstanding, the Filer is offering a greater number of Class C Preferred Shares than Capital Shares. However, after giving effect to this Offering and the Share Dividend, there will be an equal number of Capital Shares and preferred shares of the Filer outstanding.

5. The Filer filed the Prospectus in each of the provinces of Canada on December 8, 2009 (SEDAR Project No. 1489705).

6. The Capital Shares and the Class B Preferred Shares will continue to be listed and posted for trading on The Toronto Stock Exchange (the "TSX"). The TSX has conditionally approved the listing of the Class C Preferred Shares and the additional Capital Shares.

7. The Class E Shares are the only voting shares in the capital of the Filer. There are currently 100 Class E Shares issued and outstanding. All of the issued and outstanding Class E Shares are owned by Big 8 Split Trust, a trust established for holders from time to time of preferred shares and Capital Shares of the Filer.

8. The Capital Shares and Class C Preferred Shares may be surrendered for retraction at any time in the manner described in the Prospectus.

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

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

11. Class C Preferred Share distributions will be funded from the dividends received on the Portfolio Shares. If necessary, any shortfall in the distributions on the Class C Preferred Shares will be funded by proceeds from the sale of Portfolio Shares.

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

13. Any outstanding Capital Shares and preferred shares will be redeemed by the Filer on December 15, 2013.

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

15. The policy of the Filer is to maintain a fixed portfolio and not engage in trading except in limited circumstances, including to fund retractions of preferred shares and Capital Shares.

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

17. The Filer is not, and will not upon the completion of the Offering be, an insider of the Financial Institutions within the meaning of the Legislation.

The Offering

18. The net proceeds from the Offering will be used by the Filer to fund the purchase of additional Portfolio Shares.

19. The Prospectus discloses selected financial information and dividend and trading history of the Portfolio Shares.

20. As discussed above, the TSX has conditionally approved the listing of the Class C Preferred Shares and additional Capital Shares on the TSX and all of the Capital Shares and preferred shares outstanding will be redeemed by the Filer on December 15, 2013.

TD Securities

21. TD Securities was incorporated under the laws of the Province of Ontario and is a direct, wholly-owned subsidiary of The Toronto-Dominion Bank. TD Securities is registered under the Legislation as a dealer in the categories of "broker" and "investment dealer" and is a member of the Investment Industry Regulatory Organization of Canada and a participant in the TSX.

22. Pursuant to an agency agreement made between the Filer and TD Securities and other agents appointed by the Filer (the "Agents"), the Filer appointed the Agents, as its agents, to offer the Capital Shares and the Class C Preferred Shares of the Filer on a best efforts basis and the Prospectus qualifying the Offering contains a certificate signed by the Agents, in accordance with the Legislation.

23. Pursuant to an administration agreement between TD Sponsored Companies Inc. ("TD SCI"), a wholly-owned subsidiary of TD Securities, and the Filer, the Filer retained TD SCI to administer the ongoing operations of the Filer and will pay TD SCI a monthly fee of 1/12 of 0.25% of the market value of the Portfolio Shares held by the Filer from and after December 15, 2008.

24. TD SCI and TD Securities' economic interest in the Filer and in the material transactions involving the Filer are disclosed in the Prospectus under the heading "Interests of Management and Others in Material Transactions" and include the following:

(a) agency fees with respect to the Offering;

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

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

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

The Principal Trades

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

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

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

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

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

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

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

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

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 is granted.

Big 8 Split Inc.

Headnote

National Policy 11-203 -- Process for Exemptive Relief Applications in Multiple Jurisdictions -- Exemptive relief granted to an exchange traded fund from certain mutual fund requirements and restrictions on calculation and payment of redemptions in connection with offering of Class C preferred shares -- Since investors will generally buy and sell units through the TSX, there are adequate protections and it would not be prejudicial to investors -- National Instrument 81-102 -- Mutual Funds.

Applicable Legislative Provisions

National Instrument 81-102 Mutual Funds, ss. 10.3, 10.4(1).

December 11, 2009

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

BIG 8 SPLIT INC.

DECISION

Background

The principal regulator in the Jurisdiction has received an application from Big 8 Split Inc. (the "Filer") for a decision under the securities legislation of the Jurisdiction of the principal regulator (the "Legislation") for relief from the following sections of National Instrument 81-102 Mutual Funds ("NI 81-102") with respect to the class C preferred shares (the "Class C Preferred Shares") proposed to be issued by the Filer as described in a prospectus dated December 8, 2009 (the "Prospectus"):

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

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

("Exemption Sought").

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, and Newfoundland and Labrador.

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:

The Filer

1. The Filer was incorporated under the Business Corporations Act (Ontario) on June 26, 2003 and completed an initial public offering of capital shares ("Capital Shares") and preferred shares on September 3, 2003.

2. Currently there are 1,204,980 Capital Shares and 1,204,980 Class B Preferred Shares issued and outstanding.

3. The Filer is offering Class C Preferred Shares and Capital Shares pursuant to the Prospectus (the "Offering"). Immediately prior to closing of the Offering, the Filer intends to declare and pay a dividend in Capital Shares to holders of Capital Shares (the "Share Dividend"). As a result, and in order to maintain the same number of Capital Shares and preferred shares of all classes outstanding, the Filer is offering a greater number of Class C Preferred Shares than Capital Shares. However, after giving effect to this Offering and the Share Dividend, there will be an equal number of Capital Shares and preferred shares of the Filer outstanding.

4. The Capital Shares and the Class B Preferred Shares will continue to be listed and posted for trading on The Toronto Stock Exchange (the "TSX"). The TSX has conditionally approved the listing of the Class C Preferred Shares and the additional Capital Shares.

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

6. The net proceeds from the Offering will be used by the Filer to fund the purchase of additional Portfolio Shares. Holders of Class B Preferred Shares, Class C Preferred Shares and Capital Shares will have no voting rights with respect to the Portfolio Shares.

7. The policy of the Filer is to maintain a fixed portfolio and not engage in trading except in limited circumstances, including to fund retractions of preferred shares and Capital Shares.

8. Class B Preferred Share distributions and Class C Preferred Share distributions will be funded from the dividends received on the Portfolio Shares. If necessary, any shortfall in the distributions on the Class B Preferred Shares and Class C Preferred Shares will be funded by proceeds from the sale of Portfolio Shares.

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

10. The Class C Preferred Shares may be surrendered for retraction at any time. Retraction payments for Class C Preferred Shares will be made on the Retraction Payment Date (as defined in the Prospectus) provided the Class C Preferred Shares have been surrendered for retraction at least 10 business days prior to the Retraction Payment Date (as defined in the Prospectus). While the Filer's Unit Value (as defined in the Prospectus) is calculated weekly, the retraction price for the Class C Preferred Shares will be determined based on the Unit Value in effect as at the Valuation Date (as defined in the Prospectus).

11. Any outstanding Capital Shares or preferred shares will be redeemed by the Filer on December 15, 2013.

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 is that the Exemption Sought is granted as follows:

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

(b) subsection 10.4(1) -- to permit the Filer to pay the retraction price for the Class C Preferred Shares on the Retraction Payment Date, as defined in the Prospectus.

Invesco Trimark Ltd. and Invesco Institutional (N.A.), Inc.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Relief granted from the Act and NI 31-103 to permit registered portfolio managers to engage the pooled funds they advise, in fund-of-fund investments and in in-species transactions -- the portfolio managers advise both the top and bottom funds and one portfolio manager acts or may act as trustee of the top and bottom funds -- pooled funds are 'associates' of one of the portfolio managers - reporting relief also granted from the monthly reporting requirements under the Act.

Applicable Legislative Provisions

Securities Act (Ontario), ss. 111(2)(b), 111(3), 113, 117(1)(a), 117(2).

National Instrument 31-103 Registration Requirements, ss. 13.5(2)(b)(ii) and (iii), 15.1.

December 11, 2009

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO

(the Jurisdiction)

AND

IN THE MATTER OF

INVESCO TRIMARK LTD.

(Invesco)

AND

INVESCO INSTITUTIONAL (N.A.), INC.

(Invesco N.A.)

(Invesco and Invesco N.A. collectively, the Filers)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filers on their behalf and on behalf of the mutual funds set out in Schedule A hereto (the Existing Pooled Funds, and individually, an Existing Pooled Fund) and other mutual funds that may be established and managed by Invesco from time to time (the Future Pooled Funds, together with the Existing Pooled Funds, the Pooled Funds) for a decision under the securities legislation of the principal regulator (the Legislation):

(a) pursuant to section 15.1 of National Instrument 31-103 Registration Requirements and Exemptions (NI 31-103), exempting the Filers from the prohibitions contained in section 13.5(2)(b)(ii) and (iii) of NI 31-103 that prohibit a registered adviser from knowingly causing an investment portfolio managed by it, including an investment fund for which it acts as an adviser, to purchase or sell a security from or to the investment portfolio of an "associate" of a "responsible person" as defined in the Legislation, or from or to an investment fund for which the responsible person acts as an adviser, to permit the purchase and sale of portfolio securities between:

(i) the Trimark Balanced Pool (the Balanced Pool) and the Invesco Core Canadian Fixed Income Pool (to be established on or about December 15, 2009) (the Canadian Fixed Income Pool);

(ii) the Balanced Pool and the Trimark Canadian Equity Pool (Canadian Equity Pool); and

(iii) any other Pooled Funds managed by Invesco in respect of which the Filers act as registered advisers,

(each an In-Specie Transaction, and the above section (a) is collectively, the In-Species Relief); and

(b) pursuant to section 113 of the Act for relief from the following provisions:

(i) section 111(2)(b) of the Act which prohibits a mutual fund in Ontario against knowingly making an investment in a person or company in which the mutual fund, alone or together with one or more related mutual funds, is a substantial security holder; and

(ii) section 111(3) of the Act, which prohibits a mutual fund in Ontario or its management company or its distribution company against knowingly holding an investment described in (i) above,

to permit:

(iii) the Balanced Pool to invest in the Canadian Equity Pool and the Canadian Fixed Income Pool;

(iv) an Existing Pooled Fund to invest in one or more other Existing Pooled Funds or Future Pooled Funds; and

(v) a Future Pooled Fund, to invest in one or more Existing Pooled Funds or Future Pooled Funds

(the above section (b) is collectively, the Related Issuer Relief); and

(c) pursuant to section 117(2) of the Act for relief from the requirement under section 117(1)(a) of the Act to file a report of every transaction of purchase or sale of securities between a mutual fund and any related person or company ( collectively, the Reporting Relief).

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) in respect of the In-Species Relief, the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia , Prince Edward Island, and Newfoundland and Labrador;

(c) in respect of the Related Issuer Relief and the Reporting Relief, the Filer has provided notice that section 4.7(1) of MI 11-102 is intended to be relied upon in Alberta.

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

1. Invesco is a corporation amalgamated under the laws of the Province of Ontario and has its registered head office in Toronto, Ontario.

2. Invesco is registered in Ontario and Newfoundland and Labrador as a dealer in the category of exempt market dealer and as an adviser in the category of portfolio manager, and is registered in British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, and Prince Edward Island as an adviser in the category of portfolio manager.

3. Invesco is the trustee, manager and portfolio manager of the Existing Pooled Funds and will be the trustee, manager and portfolio manager of the Future Pooled Funds.

4. Invesco N.A. is a limited liability company formed under the laws of the State of Delaware, U.S.A.

5. Invesco N.A. is registered as an adviser in the category of portfolio manager in British Columbia, Alberta, Saskatchewan, Manitoba, New Brunswick, Ontario and Newfoundland and Labrador and is registered in the United States as an investment adviser under the Investment Advisers Act of 1940.

6. Invesco N.A. provides investment advisory services to the Pooled Funds in connection with the cash portion of their assets.

7. Securities of the Pooled Funds are, or will be, sold solely to investors in Canada pursuant to exemptions from the prospectus requirements in accordance with National Instrument 45-106 Prospectus and Registration Exemptions (NI 45-106).

8. Each of the Pooled Funds is, or will be, a "mutual fund" and a "mutual fund in Ontario" as defined in the Ontario Act and a "mutual fund" as defined in the Alberta Act.

9. None of the Pooled Funds is, or will become, a "reporting issuer", as defined in the Act. Each Pooled Fund is not in default of securities legislation in any province or territory of Canada.

10. The Filers are not reporting issuers in any jurisdiction of Canada and are not in default of securities legislation in any province or territory of Canada.

In-Specie Transactions:

11. The Filers wish to engage in In-Specie Transactions pursuant to which:

(a) the Balanced Pool will purchase units of the Canadian Fixed Income Pool and as payment for the units make good delivery to the Canadian Fixed Income Pool of debt securities (the Debt Securities);

(b) the Balanced Pool will purchase units of the Canadian Equity Pool and as payment for the units make good delivery to the Canadian Equity Pool of equity securities (the Equity Securities); and

(c) a Pooled Fund will purchase units of another Pooled Fund and as payment for the units make good delivery of securities that meet the investment criteria of that Pooled Fund.

12. The investment objective of the Balanced Pool is to achieve strong capital growth and current income over the long-term by investing primarily in a diversified portfolio of equity and debt securities.

13. The investment objective of the Canadian Equity Pool is to achieve strong capital growth over the long-term by investing primarily in equity securities of Canadian issuers.

14. The investment objective of the Canadian Fixed Income Pool is to achieve a combination of current income and capital growth over the long-term by investing primarily in high-quality Canadian government and corporate debt securities.

15. The Debt Securities and the Equity Securities meet the investment criteria of the Canadian Fixed Income Pool and Canadian Equity Pool respectively. The Filer considers an investment by the Balanced Fund in units of the Canadian Fixed Income Pool and the Canadian Equity Pool by way of In-Specie Transaction, to be a more cost effective and efficient way for the Balanced Fund to achieve exposure to the Debt Securities and the Equity Securities than a direct investment in those securities.

16. In the circumstances, instead of the Balanced Pool disposing of the Debt Securities and the Equity Securities and the Canadian Fixed Income Pool and Canadian Equity Pool respectively purchasing the same securities and incurring unnecessary brokerage costs, the Debt Securities and the Equity Securities would, pursuant to each In-Specie Transaction, be acquired by the Canadian Fixed Income Pool and Canadian Equity Pool respectively.

17. The Filers also consider an investment by one or more Pooled Funds in units of other Pooled Funds by way of In-Specie Transaction, to be a more cost effective and efficient way for the Pooled Funds to acquire and dispose of securities with other Pooled Funds.

18. It is anticipated that each In-Specie Transaction will be executed by Invesco or by one of its affiliates.

19. None of the securities which are the subject of each In-Specie Transaction will be securities of related issuers of the Filers.

20. As the Filers are portfolio managers of the Balanced Pool, the Canadian Fixed Income Pool and the Canadian Equity Pool, and are or may be portfolio managers of other Pooled Funds, each Filer would be considered to be a "responsible person" within the meaning of the applicable provisions of NI 31-103. As Invesco is the trustee of the Balanced Pooled, the Canadian Fixed Income Pool and the Canadian Equity Pool, and is or will be the trustee of other Pooled Funds, each Pooled Fund will be an "associate" of a responsible person within the meaning of the applicable provisions of the Legislation. Accordingly, without the In-Species Relief, the Filers would be prohibited from engaging the Pooled Funds in each In-Specie Transaction.

21. Each In-Specie Transaction will represent the business judgment of the Filers uninfluenced by considerations other than the best interests of the Pooled Funds concerned.

Fund-on-Fund Structure

22. Invesco wishes to cause the Balanced Pool to invest in units of the Canadian Equity Pool and the Canadian Fixed Income Pool. Invesco may from time to time, also wish to cause other Pooled Funds to invest in units of one or more of the Pooled Funds. A Pooled Fund that invests in another Pooled Fund is referred to as the Top Fund and the Pooled Fund that a Top Fund invests in is referred to as the Underlying Fund (each investment by a Top Fund in an Underlying Fund is a Fund-of-Fund Structure).

23. The investment objectives of the Balanced Pool, the Canadian Equity Pool and the Canadian Fixed Income Pool are set out in paragraphs 8 to 10 above.

24. The amounts invested from time to time in an Underlying Fund by a Top Fund may exceed 20% of the outstanding voting securities of any single Underlying Fund. Accordingly, each Top Fund could, either alone or together with the other Top Funds, become a substantial securityholder of an Underlying Fund. The Pooled Funds are, or will be, related mutual funds by virtue of the common management of the Pooled Funds by Invesco.

25. In the absence of the Related Issuer Relief, each Top Fund would be precluded from investing in an Underlying Fund due to the investment prohibitions in paragraph 111(2)(b) and subsection 111(3) of the Act.

26. Each investment by a Top Fund in an Underlying Fund represents the business judgment of responsible persons uninfluenced by considerations other than the best interests of the Pooled Funds.

Filing of Reports

27. In the absence of the Reporting Relief, Invesco would be required to file a report for every transaction between a Top Fund and an Underlying Fund under section 117(1)(a) of the Ontario Act.

Decision

In-Species Relief

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 is that the In-Species Relief is granted provided that in connection with each In-Specie Transaction between the Balanced Pool and the Canadian Fixed Income Pool, between the Balanced Pool and the Canadian Equity Pool, and between any other Pooled Funds managed by Invesco in respect of which the Filers act as registered advisers:

(a) where a Pooled Fund purchases units of another Pooled Fund:

(i) the Pooled Fund acquiring securities as payment, would be permitted to purchase the securities;

(ii) the securities are acceptable to the applicable Filer, as portfolio manager of the Pooled Fund, and consistent with the investment objective of the Pooled Fund acquiring the securities;

(iii) the value of the securities is at least equal to the issue price of the securities of the Pooled Fund for which they are payment, valued as if the securities were portfolio assets of that Pooled Fund; and

(iv) each Pooled Fund will keep written records of each In-Specie Transaction in a financial year of a Pooled Fund reflecting the details of securities delivered to the Pooled Fund and the value assigned to such securities, for a period of five years after the end of the fiscal year, the most recent two years in a reasonably accessible place;

(b) where a Pooled Fund redeems units of another Pooled Fund:

(i) the securities are acceptable to the applicable Filer as portfolio manager of the Pooled Fund which redeems units, and are consistent with the investment objective of that Pooled Fund;

(ii) the value of the securities is equal to the amount at which those securities were valued in calculating the net asset value per security used to establish the redemption price;

(iii) each Pooled Fund will keep written records of each In-Specie Transaction in a financial year of a Pooled Fund reflecting the details of securities delivered to the Pooled Fund and the value assigned to such securities, for a period of five years after the end of the fiscal year, the most recent two years in a reasonably accessible place; and

(c) the Filers do not receive any compensation in respect of any In-Specie Transaction and, in respect of any delivery of securities further to an In-Specie Transaction, the only charge paid by the Pooled Fund is the commission charged by the dealer executing the trade and/or any administrative charges levied by the custodian.

Reporting Relief and Related Issuer Relief

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 is that the Reporting Relief is granted.

The decision of the principal regulator is that the Related Issuer Relief is granted provided that:

(a) units of a Top Fund are distributed in Canada solely pursuant to exemptions from the prospectus requirements in NI 45-106;

(b) the investment by a Top Fund in an Underlying Fund is compatible with the fundamental investment objectives of a Top Fund;

(c) no management fees or incentive fees are payable by a Top Fund that, to a reasonable person, would duplicate a fee payable by an Underlying Fund for the same service;

(d) no sales or redemption fees are payable by a Top Fund in relation to its purchases or redemptions of units of an Underlying Fund;

(e) the Filers will not vote the units of an Underlying Fund held by a Top Fund at any meeting of holders of such units;

(f) if available, the offering memorandum (or other similar document) of a Top Fund will disclose:

(i) that a Top Fund may purchase units of an Underlying Fund;

(ii) the fact that the Filers are the investment advisers to both the Top Funds and the Underlying Funds; and

(iii) the approximate or maximum percentage of net assets of the Top Fund that it is intended be invested in securities of the Underlying Fund.

SCHEDULE A

LIST OF EXISTING POOLED FUNDS

1. Invesco Core Canadian Fixed Income Pool (to be established on or about December 15, 2009)

2. Invesco Global Real Estate Pool

3. Invesco International Equity Fund

4. Invesco Structured Core U.S. Equity Fund

5. Trimark Balanced Pool (to be renamed Invesco Balanced Pool effective on or about December 16, 2009)

6. Trimark Canadian Equity Pool (to be renamed Invesco Canadian Equity Pool effective on or about December 16, 2009)

7. Trimark Global Equity Pool (to be renamed Invesco Global Equity Pool effective on or about December 16, 2009)

Irwin Boock et al. -- ss. 127, 127.1

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

IRWIN BOOCK, STANTON DEFREITAS, JASON

WONG, SAUDIA ALLIE, ALENA DUBINSKY,

ALEX KHODJIAINTS, SELECT AMERICAN

TRANSFER CO., LEASESMART, INC.,

ADVANCED GROWING SYSTEMS, INC.,

INTERNATIONAL ENERGY LTD., NUTRIONE

CORPORATION, POCKETOP CORPORATION,

ASIA TELECOM LTD., PHARM CONTROL LTD.,

CAMBRIDGE RESOURCES CORPORATION,

COMPUSHARE TRANSFER CORPORATION,

FEDERATED PURCHASER, INC.,

TCC INDUSTRIES, INC., FIRST NATIONAL

ENTERTAINMENT CORPORATION,

WGI HOLDINGS, INC. AND ENERBRITE

TECHNOLOGIES GROUP

ORDER

(Section 127 and 127.1)

WHEREAS on October 16, 2008, the Commission commenced the within proceeding by issuing a Notice of Hearing pursuant to sections 127 and 127.1 of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act");

AND WHEREAS the hearing was adjourned from time to time until April 22, 2009 when the Commission ordered that the hearing of this matter on the merits was to be held on Monday, October 19, 2009 through to Friday, November 13, 2009, excluding Wednesday, November 11, 2009, commencing each day at 10:00 a.m. at the offices of the Commission on the 17th floor, 20 Queen Street West in Toronto;

AND WHEREAS on October 14, 2009 counsel for Stanton DeFreitas ("DeFreitas") attended before the Commission and requested that the hearing scheduled to commence on October 19, 2009 be adjourned for the purpose of bringing a motion to obtain further disclosure from Staff of the Commission;

AND WHEREAS on October 14, 2009 counsel for Staff of the Commission attended as did counsel for Irwin Boock ("Boock") and counsel for Jason Wong ("Wong");

AND WHEREAS on October 14, 2009 none of the other Respondents attended before the Commission nor did counsel for any of the other Respondents;

AND WHEREAS on October 14, 2009 counsel for Staff of the Commission did not oppose the adjournment request of counsel for DeFreitas, nor did counsel for Boock or counsel for Wong;

AND WHEREAS the temporary orders made by the Commission on April 22, 2009 remain in place until the completion of the hearing on the merits of this matter;

AND WHEREAS on October 15th, 2009, the Commission ordered that the hearing of this matter on the merits which was to commence on Monday, October 19, 2009 be vacated and that the hearing be adjourned until December 1, 2009, or such other date as determined by the parties and the Secretary's office, for the purpose of setting dates for the hearing on the merits;

AND WHEREAS on November 30, 2009, the Commission ordered that the hearing be adjourned until December 10, 2009 to ascertain when to set dates for the hearing on the merits;

AND WHEREAS on December 10, 2009, counsel for Boock, DeFrietas, and Wong and counsel for Staff appeared before the Commission and made submissions regarding the scheduling of the hearing on the merits;

AND WHEREAS the Commission is of the opinion that it is in the public interest to make this Order;

IT IS ORDERED THAT the dates for the hearing of this matter on the merits shall commence on February 1, 2010 at 10:00 a.m. and shall continue for four weeks excluding the dates of February 2, 15 and 16 or such other dates as may be determined by the parties and the Office of the Secretary.

DATED at Toronto this 10th day of December, 2010.

"James E. A. Turner"

Gold-Quest International et al. -- ss. 127(1), 127(8)

IN THE MATTER OF

THE SECURITIES ACT,