Ontario Securities Commission Bulletin

Issue 33/04 - January 29, 2010

Ont. Sec. Bull. Issue 33/04

Table of Contents

Chapter 1 - Notices / News Releases

Notices

• Current Proceedings before the Ontario Securities Commission

News Releases

• Canadian Securities Regulators Announce New Insider Reporting Regime

Notices from the Office of the Secretary

• IMG International Inc. et al.

• Nest Acquisitions and Mergers and Caroline Frayssignes

• IBK Capital Corp. and William F. White

Chapter 2 - Decisions, Orders and Rulings

Decisions

• Uranium Limited

• Shelton Canada Corp. -- s. 1(10)

• Walton Capital Management Inc. et al. -- s. 15.1 of NI 31-103 Registration Requirements and Exemptions

• AHL Investment Strategies SPC -- Class D Man AHL Diversified 2 CAD Notes

• BMO Group Retirement Services Inc.

• BMO Group Retirement Services Inc.

• Man Canada AHL DP Investment Fund

• Ridgewood Canadian Investment Grade Bond Fund

• Jim Balsillie and Research In Motion Limited

• Mike Lazaridis and Research In Motion Limited

• Maxim Power Corp.

• Student Transportation of America ULC -- s. 1(10)

Orders

• IMG International Inc. et al. -- ss. 127(1), 127(8)

• Nest Acquisitions and Mergers and Caroline Frayssignes -- ss. 127(1), 127(8)

• IBK Capital Corp. and William F. White -- ss. 127, 127.1

Chapter 4 - Cease Trading Orders

• Temporary, Permanent & Rescinding Issuer Cease Trading Orders

• Temporary, Permanent & Rescinding Management Cease Trading Orders

• Outstanding Management & Insider Cease Trading Orders

Chapter 8 - Notice of Exempt Financings

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

Chapter 11 - IPOs, New Issues and Secondary Financings

Chapter 12 - Registrations

• Registrants

Chapter 13 - SROs, Marketplaces and Clearing Agencies

SROs

• MFDA Issues Notice of Settlement Hearing Regarding Carmine Mazzotta

• MFDA Reschedules Hearing on the Merits in the Matter of Brian Nerdahl

• MFDA Hearing Panel Issues Reasons for Decision with Respect to Mark Kricievski Settlement Hearing

• MFDA Issues Notice of Hearing Regarding Douglas Bryan Ruemper

• MFDA Hearing Panel Issues Reasons for Decision with Respect to IOCT Financial Inc. and Michelle Anne Bolhuis Settlement Hearing

• MFDA Hearing Panel Approves Settlement Agreement with Carmine Mazzotta

• MFDA Sets Date for Calogero Arcuri Hearing in Toronto, Ontario

• MFDA Issues Notice of Settlement Hearing Regarding Alan Roy Kruss

• MFDA Hearing Panel Issues Reasons for Decision with Respect to Cory Griffiths Settlement Agreement

Clearing Agencies

• Technical Amendments to CDS Procedures -- FINet Housekeeping Changes -- Notice of Effective Date

• Material Amendments to CDS Rules -- Issuance of Money Market Securities -- Notice and Request for Comment

Chapter 25 - Other Information

Exemptions

• AHL Investment Strategies SPC -- Class D Man AHL Diversified 2 CAD Notes -- s. 19.1 of NI 41-101 General Prospectus Requirements

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

Chapter 1 -- Notices / News Releases

Current Proceedings Before The Ontario Securities Commission

JANUARY 29, 2010

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

Canadian Securities Regulators Announce New Insider Reporting Regime

FOR IMMEDIATE RELEASE

January 22, 2010

CANADIAN SECURITIES REGULATORS

ANNOUNCE NEW INSIDER REPORTING REGIME

Vancouver -- The Canadian Securities Administrators (CSA) published today advance notice of adoption of a new insider reporting regime that aims to streamline how insiders report their securities transactions to the public.

National Instrument 55-104 Insider Reporting Requirements and Exemptions, the companion policy, and related amendments set out the framework and guidelines for a new insider reporting regime that among other things:

• reduces the number of insiders required to file insider reports to a core group that have the greatest access to material undisclosed information and the greatest influence over the reporting issuer;

• shortens the reporting deadline for subsequent reports from 10 days to five calendar days after the trade for most transactions, following a six-month transition period;

• simplifies and brings consistency to stock-based compensation reporting requirements;

• gives issuers the option to file reports on stock-based compensation for insiders; and

• establishes a more focused and more timely insider reporting system, which should benefit investors and other market participants who use the system.

"We expect the new insider reporting regime will make it easier for issuers and insiders to understand their obligations, while promoting timely and effective compliance," said Jean St-Gelais, Chair of the CSA and President & Chief Executive Officer of the Autorité des marchés financiers (Québec). "It should also provide more useful and consistent information to investors and others who assess insider activity."

The new regime generally consolidates the main insider reporting requirements and exemptions in a single national instrument, except in Ontario where the main insider reporting requirements will remain in the Ontario Securities Act. Nevertheless, the substance of the requirements for insider reporting will be the same across the CSA jurisdictions. Subject to obtaining all necessary ministerial or governmental approvals, the new insider reporting regime will take effect on April 30, 2010.

The published materials are available on the websites of various CSA members.

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:

IMG International Inc. et al.

FOR IMMEDIATE RELEASE

January 25, 2010

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

IMG INTERNATIONAL INC.,

INVESTORS MARKETING GROUP

INTERNATIONAL INC. AND MICHAEL SMITH

TORONTO -- The Commission issued an Order in the above named matter which provides that (1) pursuant to section 127(8) that the Temporary Order is extended to the end of the hearing on the merits; and (2) the hearing is adjourned to January 28, 2010 at 10:00 a.m.

A copy of the Order dated January 22, 2010 is available at www.osc.gov.on.ca.

For media inquiries:

For investor inquiries:

Nest Acquisitions and Mergers and Caroline Frayssignes

FOR IMMEDIATE RELEASE

January 25, 2010

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

NEST ACQUISITIONS AND MERGERS AND

CAROLINE FRAYSSIGNES

TORONTO -- The Commission issued an Order in the above named matter which provides that (1) pursuant to section 127(8) that the Temporary Order is extended to the end of the hearing on the merits; and (2) the hearing is adjourned to January 28, 2010 at 10:00 a.m.

A copy of the Order dated January 22, 2010 is available at www.osc.gov.on.ca.

For media inquiries:

For investor inquiries:

IBK Capital Corp. and William F. White

FOR IMMEDIATE RELEASE

January 26, 2010

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

IBK CAPITAL CORP. AND WILLIAM F. WHITE

TORONTO -- The Commission issued an Order in the above named matter which provides that a pre-hearing conference shall take place on April 8, 2010 at 10:00 a.m.

A copy of the Order dated January 20, 2010 is available at www.osc.gov.on.ca.

For media inquiries:

For investor inquiries:

Chapter 2 -- Decisions, Orders and Rulings

Uranium Limited

Headnote

National Instrument 81-106 Investment Fund Continuous Disclosure -- Revocation and replacement of existing decision -- Exemption from requirements to (i) prepare financial statements using Canadian generally accepted accounting principles; (ii) audit those financial statements using Canadian generally accepted auditing standards; (iii) review interim financial statements using standards in Handbook Section 7050; (iv) have an auditor's report signed by a Canadian auditor; and (v) calculate net asset value weekly -- Issuer is an existing investment fund in the Channel Islands that already produces financial statements in accordance with International Financial Reporting Standards and its auditors in the Channel Islands audit the financial statements using International Standards on Auditing -- Portfolio is comprised of uranium. Net asset value cannot be calculated weekly because the price of uranium (UF 6 ) is published monthly -- Issuer listed its securities on the TSX and is a reporting issuer in Ontario.

Applicable Legislative Provisions

National Instrument 81-106 Investment Fund Continuous Disclosure , ss. 2.6, 2.7, 2.8, 14.2(3).

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

January 18, 2010

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO

AND

IN THE MATTER OF

URANIUM LIMITED (the "FILER")

DECISION

Background

The Ontario Securities Commission (the "Decision Maker") has received an application from the Filer, formerly known as Nufcor Uranium Limited, for a decision under the securities legislation of Ontario (the "Legislation") granting the following:

Accounting and Auditing Relief

• relief to use International Financial Reporting Standards ("IFRS"), rather than Canadian generally accepted accounting principles ("GAAP") in preparing the Filer's financial statements as required by section 2.6 of National Instrument 81-106 Investment Fund Continuous Disclosure ("NI 81-106");

• relief to use International Standards on Auditing ("ISA") rather than Canadian generally accepted auditing standards ("GAAS") in auditing the Filer's financial statements as required by section 2.7 of NI 81-106;

• relief to allow reviews of interim financial statements to be conducted in accordance with International Standards on Review Engagements 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board rather than Section 7050 Auditor Review of Interim Financial Statements in the Handbook;

• relief to allow PricewaterhouseCoopers CI LLP, Chartered Accountants, Guernsey Channel Islands ("PwC CI") to prepare and sign the Filer's audit reports, once the Filer is a reporting issuer, rather than a person or company that is authorized to sign an auditor's report by the laws of a jurisdiction of Canada and that meets the professional standards of that jurisdiction, as required by section 2.8 of NI 81-106;

(together, the "Accounting and Auditing Relief")

NAV Frequency Relief

• relief to calculate the net asset value ("NAV") of the Filer on a monthly basis rather than on a weekly basis as required by Section 14.2(3) of NI 81-106 (the "NAV Frequency Relief"); and

Revocation Relief

• revocation of the Decision Document granted by the Decision Maker on November 5, 2008 in favour of Nufcor Uranium Limited (the "Existing Decision") (the "Revocation Relief").

Interpretation

Terms defined in National Instrument 14-101 Definitions have the same meaning if used in this decision, unless otherwise defined in this decision.

Representations

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

1. The Filer is incorporated under the Companies (Guernsey) Laws 1994 to 2001 and registered on June 28, 2006. The Filer's registered office is located in Guernsey, Channel Islands.

2. The Filer is a non-redeemable investment fund created to invest substantially all of its assets in U308 and UF6 (collectively, "Uranium Assets" or "Uranium"). The investment objective of the Filer is to provide long-term capital appreciation by buying and holding Uranium Assets. The strategy of the Filer is to acquire long-term holdings of Uranium and not to actively trade or speculate with regard to short-term changes in the price of Uranium. The Filer uses the funds that it raises from the public to purchase physical quantities of Uranium. The Filer also lends some of its Uranium Assets to third parties and uses the proceeds of such loans to meet a portion of its operating expenses. The Filer does not invest in securities of other issuers, investment funds or mutual funds, or otherwise invest in securities or commodity futures contracts.

3. The ordinary shares of the Filer are admitted for trading on AIM of the London Stock Exchange plc under the trading symbol "UML".

4. The Filer filed a preliminary prospectus dated June 27, 2008 (the "Preliminary Prospectus") in each of the provinces and territories of Canada and applied to list its securities on the Toronto Stock Exchange (the "TSX").

5. On or about September 17, 2008, the Filer's Board of Directors, pursuant to advice from its banking syndicate, led by Canaccord Capital Corporation and including Deutsche Bank Securities Limited, CIBC World Markets, BMO Capital Markets, TD Securities and GMP Securities, decided to discontinue the initial public offering of the ordinary shares of the Filer in each of the provinces and territories of Canada (the "Offering"), as described in the Preliminary Prospectus, on account of market conditions and movements in the price of uranium affecting the Filer's net asset value and in turn, affecting the Filer's ability to issue ordinary shares under the Offering.

6. On October 7, 2008, the Filer filed a notice of withdrawal of the Preliminary Prospectus with the Decision Maker. The Filer did not withdraw its application to list its securities on the TSX.

7. The Filer received conditional listing approval to list its securities on the TSX. The Filer satisfied certain listing conditions, including a requirement that the Filer file on SEDAR a current annual information form ("AIF") in accordance with the requirements of Part 9 of NI 81-106 and form requirements in Form 81-101F2 Contents of Annual Information Form, and its securities were listed on the TSX on December 30, 2008. The Filer's securities currently trade on the TSX under the symbol "UML".

8. Upon the listing of its securities on the TSX, the Filer became a reporting issuer in Ontario and is subject to the continuous disclosure obligations imposed on reporting issuers in NI 81-106, and the requirements of National Instrument 81-107 Independent Review Committee for Investment Funds.

9. The Filer's representation in the Existing Decision that it would become a reporting issuer in each of the provinces and territories of Canada was not realised.

10. The Filer is registered and regulated under the laws of the United Kingdom and/or Guernsey and is subject to a regulatory regime that is similar to that which exists in Canada. As noted above, the Filer was incorporated under Guernsey Law. From a corporate law perspective, the level of skill and care required of a director under Guernsey Law is similar to that required of directors of companies incorporated under the Canada Business Corporation Act.

11. The Filer was contractually obligated to change its name following the termination of its advisory services agreement with Nufcor Capital Limited and Nufcor International Limited on June 24, 2009. Prior to the termination of the advisory services agreement, Nufcor Capital Limited was the Filer's advisor and Nufcor International Limited was the Filer's storage consultant. The Filer filed a material change report and press release on July 3, 2009 announcing the termination. The Filer changed its name from "Nufcor Uranium Limited" to "Uranium Limited" by special resolution on September 17, 2009.

12. NuCap Limited (the "Storage Administrator"), a private company limited by shares, was incorporated in England and Wales under the Companies Act 2006. The Storage Administrator, pursuant to instructions of the Filer's Board of Directors and to the terms of storage account administration services agreement between the Filer and the Storage Administrator dated September 22, 2009, provides the Filer with specific services related to the storage and custody of the Filer's Uranium, including administering the Filer's storage accounts with various Uranium storage facilities.

13. The Filer's Board of Directors acts as the manager of the Filer and has assumed the advisory function of the Filer. The Filer's Board of Directors may engage brokers, on a case-by-case basis, to identify commercially attractive opportunities for the Company to acquire, sell and lend Uranium and advise the Company on the terms of any such acquisition, sale or loan, as the case may be. On September 22, 2009, the Filer entered into a transactional services agreement (the "Transactional Services Agreement") with the Storage Administrator. Pursuant to instructions of the Filer's Board of Directors, the Storage Administrator identifies commercially attractive opportunities for the Filer to acquire, sell and lend Uranium. The Storage Administrator has no obligations to identify investment opportunities other than in response to requests from the Filer's Board of Directors. The Storage Administrator is not paid a monthly retainer under the terms of the Transactional Services Agreement. The Filer's Board of Directors has the discretion to engage the Storage Administrator on a transaction-by-transaction basis.

14. The Filer complies with all requirements applicable to reporting issuers under Ontario's securities laws and regulations, subject to any exemptions the Filer may receive from such requirements. Canadian investors in the Filer have statutory rights of action under applicable securities legislation, including secondary market liability in connection with its continuous disclosure materials, including the AIF. Canadian investors may bring actions against the Filer and its directors in Ontario's courts and if successful, those judgments would be enforceable in jurisdictions where the Filer currently has assets, namely, Canada, the United States, the United Kingdom, France and, subject to certain conditions, Guernsey.

15. The Filer and each of its directors and officers provided undertakings to the Decision Maker to irrevocably and unconditionally submit to the non-exclusive jurisdiction of the judicial, quasi-judicial, and administrative tribunals of each of the provinces and territories of Canada and any administrative proceedings in any such province or territory, in any proceedings arising out of or related to or concerning the conditions and representations of the Existing Decision or its activities as a reporting issuer (the "Undertakings").

16. As a reporting issuer in Ontario, the Filer will require the same manner of exemptive relief from certain provisions of NI 81-106 as were granted under the Existing Decision.

17. The Filer is not in material default of any requirements under securities legislation in Ontario.

Accounting and Auditing

18. The Filer prepares its financial statements in accordance with IFRS and the interpretations of the International Financial Reporting Interpretations Committee as adopted by the European Union and has its financial statements audited in accordance with ISA.

19. The essential books and records of the Filer required for an audit are primarily located in Guernsey.

20. The Uranium Assets are valued in the financial statements using the fair value basis for valuation of assets. The Board of Directors believes that the fair value method with respect to the valuation of its Uranium Assets in the Filer's financial statements provides investors with more relevant information as to the value of the Filer's assets.

21. Under National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency ("NI 52-107"), a "foreign issuer" is permitted to prepare its financial statements in accordance with IFRS and to have its financial statements audited in accordance with ISA, provided that an auditor's report describes any material differences in the form and content of such auditor's report as compared to an auditor's report prepared in accordance with Canadian GAAS, and indicates that an auditor's report prepared in accordance with Canadian GAAS would not contain a reservation.

22. The Filer would qualify as a "foreign issuer" under NI 52-107 but for the fact that it is an investment fund.

23. The Filer's year end is June 30th of each calendar year.

Auditor

24. Section 3.3 of NI 52-107 permits an auditor's report filed by an issuer to be prepared and signed by a person or company that is authorized to sign an auditor's report by the laws of a jurisdiction of Canada or a foreign jurisdiction, and that meets the professional standards of that jurisdiction.

25. NI 52-107 would apply to the Filer but for the fact that it is an investment fund.

26. PwC CI audits the financial statements of the Filer in accordance with relevant legal and regulatory requirements of Guernsey and ISA. PwC CI is authorized to prepare and sign the Filer's audit report under the laws of Guernsey, and PwC CI meets the professional standards of Guernsey and the United Kingdom.

27. PwC CI is registered with the Canadian Public Accountability Board.

NAV Frequency

28. It is standard industry practice for Uranium funds to calculate NAV on a monthly basis.

29. The price of UF6, one of the two types of Uranium in which the Filer invests, is only published on a monthly basis and there is no intra-month price indicator. U308 prices are published on a weekly basis. Intra-month UF6 prices can be imputed based on general assumptions about U308 prices and conversion prices; however, conversion prices (from U308 to UF6) are also only published on a monthly basis.

30. Section 14.2(3) ensures that securities issued by investment funds that are redeemable on demand are liquid and that holders of such securities will be able to dispose of them on a regular basis with knowledge of the redemption proceeds that they will receive.

31. The ordinary shares of the Filer are not redeemable.

32. The Filer's ordinary shares are traded on AIM of the London Stock Exchange plc and listed on the TSX. Shareholders have the opportunity to trade the Filer's ordinary shares on a daily basis on the TSX, thereby maintaining the liquidity of the Filer's ordinary shares.

Decision

The Decision Maker is satisfied that the decision meets the test set out in the Legislation for it to make the decision.

Provided that the Undertakings from the Filer and each of its directors and officers that were provided to the Decision Maker before the Filer's securities were listed on the TSX remain in full force and effect, the decision of the Decision Maker under the Legislation is that:

(a) the Revocation Relief is granted;

(b) the NAV Frequency Relief is granted provided that:

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

(ii) the public has access to the Filer's website for this purpose;

for so long as:

(iii) the ordinary shares of the Filer are listed on the TSX; and

(iv) the Filer calculates its NAV at least monthly;

(c) the Accounting and Auditing Relief is granted; and

(d) the decision with respect to the Accounting and Auditing Relief ceases to apply as of the date that NI 81-106 requires financial statements of investment funds to be prepared in accordance with IFRS as issued by the International Accounting Standards Board.

Shelton Canada Corp. -- s. 1(10)

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- application for an order that the issuer is not a reporting issuer.

Ontario Statutes

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

January 20, 2010

Attention: Bruce D. Hirsche

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.

Walton Capital Management Inc. et al. -- s. 15.1 of NI 31-103 Registration Requirements and Exemptions

Dealing representatives of exempt market dealer exempted from proficiency requirements until September 28, 2010, one year after implementation date of National Instrument 31-103 Registration Requirements and Exemptions (NI 31-103) -- Relief mirrors the one-year transition period after NI 31-103 implementation date that would have been available to dealing representatives but for internal reorganization resulting in newly registered exempt market dealer.

National Instruments Cited

National Instrument 31-103 Registration Requirements and Exemptions, ss. 3.9, 15.1, 16.7, 16.10.

January 20, 2010

IN THE MATTER OF

THE SECURITIES ACT,

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

(the Act)

AND

IN THE MATTER OF

NATIONAL INSTRUMENT 31-103

REGISTRATION REQUIREMENTS AND EXEMPTIONS

(NI 31-103)

AND

IN THE MATTER OF

WALTON CAPITAL MANAGEMENT INC.,

WALTON INTERNATIONAL GROUP INC. AND

WALTON CAPITAL INC.

DECISION

(Section 15.1 of NI 31-103)

UPON the Director (as defined in the Act) having received an application (the Application) from Walton Capital Management Inc., Walton International Group Inc. and Walton Capital Inc. (the Applicants) for a decision pursuant to section 15.1 of NI 31-103, exempting, for a specified period of time, the employees of the Applicants (the Dealing Representatives) who are, or will be, registered under the Act as dealing representatives, from the proficiency requirements applicable to dealing representatives of exempt market dealers set forth in section 3.9 of NI 31-103 (the EMD Proficiency Requirements);

AND UPON considering the Application and the recommendation of staff of the Ontario Securities Commission (the Commission);

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

1. Walton Capital Management Inc. (WCMI) is an Ontario corporation with its head office located in Toronto. WCMI is currently registered as a dealer in the category of exempt market dealer (EMD) in Ontario. Prior to the coming into force of NI 31-103, WCMI was registered as a dealer in the category of limited market dealer (LMD).

2. Walton International Group Inc. (WIGI) is an Alberta corporation with its head office located in Calgary, Alberta. WIGI is active in the exempt market (as that term is defined in section 16.7(2) of NI 31-103) in British Columbia, Alberta, Saskatchewan and Manitoba (the Western Jurisdictions) and has been since 2005. It has been trading in securities in the Western Jurisdictions in reliance on exemptions from the dealer registration requirement under the securities legislation of each of the Western Jurisdictions.

3. Walton Capital Inc. (WCI) is a corporation incorporated under the laws of Ontario with its head office in Ontario. WCI has applied for registration in Ontario as an adviser in the category of portfolio manager and as an EMD. WCI has also applied for registration in Alberta as an adviser in the category of portfolio manager.

4. The Applicants are affiliates and part of the same corporate complex, ultimately owned by Interborder Holdings Ltd.

5. The Applicants intend to implement an internal corporate reorganization (the Reorganization). The Reorganization, as currently structured, involves an amalgamation of WCMI and WCI (with WCI as the successor company), and WIGI transferring certain of its assets and liabilities, which relate to the exempt market business, to WCI. Under the Reorganization, the registered individuals and permitted individuals of WCMI will continue as employees of WCI, and the unregistered salespersons of WIGI will transfer to WCI as of the Reorganization.

6. The effect of the Reorganization is that, following the Reorganization, all the advising and dealing activities of the Applicants in the Western Jurisdictions and Ontario will be carried on by WCI and by the registered individuals and permitted individuals of WCMI and non-registered salespeople of WIGI that transferred to WCI as of the effective date of the Reorganization.

7. In Ontario, under subsection 16.10(3) of NI 31-103, the EMD Proficiency Requirements do not apply to an individual that is registered as a dealing representative of an EMD on the day NI 31-103 comes into force (the NI 31-103 Implementation Date) until one year after the NI 31-103 Implementation Date.

8. In jurisdictions outside of Ontario and Newfoundland and Labrador, under subsection 16.7(4) of NI 31-103, the requirement to register as a dealing representative of an EMD does not apply to an individual who acts as a dealer in the exempt market on the NI 31-103 Implementation Date until one year after the NI 31-103 Implementation Date. Under this subsection, the individual continues to be exempt from the dealing representative registration requirement if the individual has applied for registration as a dealing representative within the 12-month transition period until such time as the regulator accepts or refuses the individual's registration.

9. The NI 31-103 Implementation Date was September 28, 2009.

10. For the purposes of this Decision, subsections 16.7(4) and 16.10(3) of NI 31-103 are referred to as the Transition Provisions.

11. Had the Reorganization not been proposed, the Dealing Representatives would have been allowed the following transitional periods pursuant to the Transition Provisions:

(a) Dealing Representatives who had been acting for WCMI under its LMD registration in Ontario would have a 12-month period following the NI 31-103 Implementation Date in which to obtain the EMD Proficiency Requirements.

(b) Dealing Representatives who had been acting on behalf of WIGI would have been able to continue to carry on activities in the exempt market on behalf of WIGI in the Western Jurisdictions for a 12-month period from the NI 31-103 Implementation Date without having to be registered as a dealing representative and without having to meet the EMD Proficiency Requirements.

12. As soon as practicable, WCI intends to apply for registration in the category of EMD in the Western Jurisdictions.

13. As soon as practicable, the Dealing Representatives who had been acting on behalf of WIGI in the Western Jurisdictions intend to apply for registration with WCI in Ontario.

14. Subsequent to the Reorganization, if WCI's application for registration under the Act is granted, its registration will occur after the NI 31-103 Implementation Date and WCI will therefore not be able to avail itself of the Transition Provisions.

15. There is no public policy basis upon which to deny the Dealing Representatives the benefit of the Transition Provisions in respect of the EMD Proficiency Requirements simply because the Applicants effected the Reorganization.

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

IT IS THE DECISION OF THE DIRECTOR pursuant to section 15.1 of NI 31-103 that, effective the date of the Decision:

(a) Dealing Representatives who had been acting for WCMI under its EMD registration in Ontario will be exempted from the EMD Proficiency Requirements; and

(b) Dealing Representatives who had been carrying on activities in the exempt market on behalf of WIGI in the Western Jurisdictions will be exempted from the EMD Proficiency Requirements,

provided that this decision will terminate on September 28, 2010.

January 20, 2010.

AHL Investment Strategies SPC -- Class D Man AHL Diversified 2 CAD Notes

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- NI 41-101 -- Relief to file a prospectus more than 90 days after the date of the receipt for the preliminary prospectus.

Applicable Legislative Provisions

National Instrument 41-101 General Prospectus Requirements, ss. 2.3(1), 19.1,19.3.

November 3, 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

AHL INVESTMENT STRATEGIES SPC --

CLASS D MAN AHL DIVERSIFIED 2 CAD NOTES

(the "Filer")

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer for a decision under the securities legislation of the Jurisdiction of the principal regulator (the "Legislation") for exemptive relief:

(1) pursuant to section 19.1 of National Instrument 41-101 -- General Prospectus Requirements ("NI 41-101") from the requirements under subsection 4.2(2) of NI 41-101 and Item 38 of Form 41-101F2 Information Required in an Investment Fund Prospectus to permit:

(a) the Filer to include financial statements prepared using International Financial Reporting Standards ("IFRS"), rather than Canadian generally accepted accounting principles ("GAAP"), in the final prospectus (the "Final Prospectus") of the Filer to be filed in each of the Jurisdictions; and

(b) the Filer to use International Standards on Auditing ("ISA"), rather than Canadian generally accepted auditing standards ("GAAS"), in auditing the Filer's annual financial statements included in the Final Prospectus;

(2) pursuant to section 17.1 of National Instrument 81-106 -- Investment Fund Continuous Disclosure ("NI 81-106") from the requirements under:

(a) section 2.6 of NI 81-106, to permit the financial statements of the Filer to be prepared in accordance with IFRS, rather than Canadian GAAP; and

(b) section 2.7 of NI 81-106, to permit the financial statements of the Filer that are required to be audited to be audited in accordance with ISA, rather than Canadian GAAS; and

(collectively, the "Accounting and Audit Relief")

(3) pursuant to section 10.1 of National Instrument 81-104 Commodity Pools ("NI 81-104") for a decision that the Filer be exempted from the requirements under subsection 3.2(2)(a) of NI 81-104, which requires a commodity pool to have invested in it at all times securities that were issued pursuant to subsection 3.2(1)(a) of NI 81-104 and had an aggregate issue price of $50,000 (the "Seed Capital Relief").

(the Accounting and Audit Relief and the Seed Capital Relief are collectively referred to herein as, the "Requested Relief")

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 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 Québec.

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 Filer:

1. The Filer is a segregated portfolio established by AHL Investment Strategies SPC (the "AHL SPC"), an exempted company incorporated with limited liability in the Cayman Islands and registered as a segregated portfolio company under the Companies Law (2007 Revision).

2. Pursuant to the Articles of Association of the AHL SPC, each segregated portfolio of the AHL SPC may issue separate classes of notes, the value of which will depend on the value of the separate segregated portfolio. Each segregated portfolio will have its own investment objective and investment strategy.

3. The AHL SPC established and will maintain the Filer as a segregated portfolio that proposes to issue a series of Canadian dollar denominated redeemable Class D Man AHL Diversified 2 CAD notes (the "Notes") that will constitute unsubordinated and unsecured obligations of the Filer, the value of which will depend on the performance of the Filer.

4. The Filer's investment objective is to provide investors with the opportunity to realize capital appreciation through investment returns that have a low correlation to traditional forms of stock and bond securities.

5. To pursue its investment objective, the Filer will invest the proceeds of any offering of Notes in a diversified portfolio of financial instruments across a range of global markets including, without limitation, stocks, bonds, currencies, short-term interest rates, energy, metals and agricultural commodities using a predominantly trend-following trading program that employs futures, options, forward contracts, swaps and other financial derivative instruments.

6. Man Investments Limited (the "Investment Manager") will serve as the investment manager of the Filer pursuant to an investment management agreement (the "Investment Management Agreement"), which requires the Investment Manager to comply with all applicable laws with respect to the conduct of the Investment Manager's business and the provision of services under the Investment Management Agreement.

7. In its capacity as investment manager of the Filer, the Investment Manager will provide investment advisory and portfolio management services in respect of the assets of the Filer.

8. The Investment Manager is a company incorporated in England and Wales with limited liability (No. 2093429) whose registered address is Sugar Quay, Lower Thames Street, London EC3R 6DU, and is regulated in the conduct of regulated activities in the United Kingdom by the Financial Services Authority of the United Kingdom.

9. The Filer is a commodity pool as such term is defined in section 1.1 of NI 81-104, in that the Filer has adopted fundamental investment objectives that permit the Filer to use or invest in specified derivatives in a manner that is not permitted under National Instrument 81-102 -- Mutual Funds ("NI 81-102"). The Filer will be subject to the investment restrictions contained in applicable Canadian securities legislation, including NI 81-102, and the assets of the Filer will be managed in accordance with these restrictions, except as otherwise permitted by NI 81-104.

10. The Filer has filed a non-offering Preliminary Prospectus dated July 16, 2009 with the securities regulatory authorities in Ontario and Québec, a receipt for which was issued by the Commission and the Autorité des marchés financiers on July 16, 2009.

11. Once the Filer obtains a receipt for the Final Prospectus from the Commission and the Autorité des marchés financiers, pursuant to which it will become a reporting issuer under the Securities Act (Ontario) and the Securities Act (Québec), the financial statements and other reports required to be prepared and filed by the Filer will be provided to holders of Notes (the "Noteholders") and available through SEDAR.

12. The AHL SPC and each of its segregated portfolios prepare their financial statements in accordance with IFRS and have their financial statements audited in accordance with ISA, which are accepted under the relevant legal and regulatory requirements of the Cayman Islands. It is intended that the financial statements of the Filer will be prepared in accordance with IFRS and audited in accordance with ISA.

13. Ernst & Young LLP, Chartered Accountants, Cayman Islands ("E&Y Cayman") audits the financial statements of the AHL SPC and each of its segregated portfolios in accordance with ISA. It is intended that E&Y Cayman will audit the financial statements of the Filer in accordance with ISA.

14. E&Y Cayman is registered with the Canadian Public Accountability Board.

15. The Preliminary Prospectus discloses, and the Final Prospectus will disclose, the Filer's intention that the financial statements of the Filer will be prepared in accordance with IFRS and audited in accordance with ISA as contemplated.

16. The Preliminary Prospectus is, and the Final Prospectus will be, a non-offering prospectus and no securities will be offered thereunder. The Notes will be offered from time to time to investors that are resident outside of Canada.

17. The Filer and its directors or officers irrevocably and unconditionally submit to the non-exclusive jurisdiction of the judicial, quasi-judicial, and administrative tribunals of the Jurisdictions and any administrative proceedings in any such Jurisdiction, in any proceedings arising out of or related to or concerning the conditions and representations of the decision in connection with the Requested Relief or its activities as a reporting issuer.

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 Requested Relief is granted provided that:

(a) in respect of the Accounting and Audit Relief,

(i) the financial statements of the Filer for the Final Prospectus and the annual financial statements for subsequent financial periods will be prepared in accordance with IFRS and audited in accordance with ISA as contemplated;

(ii) the interim financial statements of the Filer for subsequent financial periods will be prepared in accordance with IFRS as contemplated; and

(iii) the Filer provides the disclosure set out in paragraph 15; and

(b) in respect of the Seed Capital Relief,

(i) the Investment Manager may not redeem any of its initial investment of $50,000 in the Filer until $5.0 million has been received by the Filer from persons or companies other than the persons and companies referred to in subsection 3.2(l)(a) of NI 81-104;

(ii) the basis on which the Investment Manager may redeem any of its initial investment of $50,000 from the Filer is disclosed in the Preliminary Prospectus and will be disclosed in the Final Prospectus;

(iii) if, after the Investment Manager redeems its initial investment of $50,000 in the Filer in accordance with condition (b)(i) above, the value of the Notes subscribed for by investors other than the persons and companies referred to in subsection 3.2(l)(a) of NI 81-104 drops below $5.0 million for more than 30 consecutive days, the Investment Manager will, unless the Filer is in the process of being dissolved or terminated, invest $50,000 in the Filer and maintain that investment until condition (b)(i) is again satisfied; and

(iv) the Investment Manager will at all times maintain excess working capital of a minimum of $100,000.

BMO Group Retirement Services Inc.

Headnote

National Policy 11-203 Process for Exemptive Relief in Multiple Jurisdictions -- Plan Sponsors, CAP Members, and a named service provider exempted from the dealer registration and prospectus requirements in the Legislation in respect of trades in securities of mutual funds to non-tax assisted savings plans which act as 'overflow' savings plans connected to tax-assisted capital accumulation plans serviced by the same service provider, subject to certain terms and conditions -- contributions to the non-tax assisted savings plans limited by reference to specified limits in the Income Tax Act (Canada) -- contributions to the non-tax assisted plans are not expected to be significant.

Statutes Cited

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

Rules Cited

National Instrument 81-102 Mutual Funds.

National Instrument 45-106 Prospectus and Registration Exemptions.

Published Documents Cited

Amendments to NI 45-106 Registration and Prospectus Exemption for Certain Capital Accumulation Plans, October 21, 2005 (2005) 25 OSCB 8681.

January 12, 2010

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

BMO GROUP RETIREMENT SERVICES INC.

(the Filer)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer for a decision, on behalf of the Filer (including its respective directors, officers, representatives and employees acting on its behalf), any Plan Sponsor (as defined herein) and any Fund (as defined herein), under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) for a ruling:

(a) that the dealer registration and prospectus requirements contained in the Legislation shall not apply to the Filer (including its respective directors, officers, representatives and employees acting on its behalf) or any plan sponsor of a Non-Tax Assisted CAP (as defined herein) that uses the services of the Filer in respect of its Non-Tax Assisted CAP (including, but not limited to, any employer, trustee, trade union or association or a combination of them that establishes a Non-Tax Assisted CAP, and any service provider to the extent that the plan sponsor has delegated its responsibilities to the service provider) (a Plan Sponsor, or collectively, the Plan Sponsors) in respect of trades in the securities of the Funds to the Non-Tax Assisted CAP, subject to certain terms and conditions

(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 subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in the jurisdictions of Alberta, British Columbia, Saskatchewan, Manitoba, Québec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Nunavut, the Yukon Territory and the Northwest Territories (the Remaining Jurisdictions).

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.

The defined term "CAP" used herein shall have the meaning given to the term "capital accumulation plan" as defined in section 1.1 of the Guidelines for Capital Accumulation Plans published in May 2004 by the Joint Forum of Financial Market Regulators (the CAP Guidelines).

The relief from the dealer registration requirement in the Exemption Sought shall be referred to as the Dealer Registration Relief.

The term Non-Tax Assisted CAP refers to a CAP that meets the definition of CAP in the CAP Guidelines and that is administered in accordance with the CAP Guidelines, but for the fact that it is a savings or investment plan that is non-tax assisted.

The relief from the prospectus requirements in the Exemption Sought shall be referred to as the Prospectus Relief.

Representations

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

1. The Filer is a corporation governed by the laws of Canada. Its head office is located in Toronto, Ontario.

2. A CAP is a tax assisted investment or savings plan, and can include a defined contribution pension plan (a DCPP, also known as a money purchase pension plan), a group registered retirement savings plan (a RRSP), a group registered education savings plan (a RESP), or a deferred profit sharing plan (a DPSP), established by a Plan Sponsor that permits an individual to make investment decisions among two or more investment options offered within the plan.

3. The Filer will provide its services to Plan Sponsors where the investment choices for the members of the CAP or Non-Tax Assisted CAP (each a Member and, collectively, the Members) include Funds of the Filer, its affiliates and/or Funds managed by a manager unrelated to the Filer, whether offered by prospectus or on a private placement basis.

4. The Filer intends to trade in securities of the Funds as part of the group retirement services it will provide to various Plan Sponsors from time to time.

5. Plan Sponsors to whom the Filer will provide services may be employers, trustees, trade unions, associations or a combination of these that establish a CAP or Non-Tax Assisted CAP.

6. A Plan Sponsor establishes a CAP or Non-Tax Assisted CAP for the benefit of individual Members. Members may include current or former employees, or a person who belongs, or did belong, to a trade union or association, or

(a) his or her spouse;

(b) a trustee, custodian or administrator who is acting on his or her behalf, or for his or her benefit, or on behalf of, or for the benefit of, his or her spouse; or

(c) his or her holding entity, or a holding entity of his or her spouse,

that have assets in a CAP or Non-Tax Assisted CAP, and also includes any person who is eligible to participate in such plans.

7. The services that the Filer will provide to the Plan Sponsor will generally involve recordkeeping of Member data, transactions processing in respect of Member accounts, provision of Member statements as required under pension standards legislation and/or the applicable recordkeeping agreement and processing changes to Member accounts such as termination, death, retirement or a change in marital status.

8. The services that the Filer will provide to the Members will generally include direct contact services through its call centre and a variety of self-help tools that allow Members to make investment decisions regarding their investments.

9. The Filer will not be involved in plan design, engage in discretionary decision making with respect to the CAPs, Non-Tax Assisted CAPs, or Member accounts, and will not select investments for the CAPs, Non-Tax Assisted CAPs or Member accounts, or provide investment advice to Members.

10. Members and, in some cases, the Plan Sponsor, will make initial investment decisions, and subsequent changes to those investment decisions, with or without the assistance of an advisor selected by the Member (which will not be the Filer). These instructions are transmitted to the Filer and the Filer will then transmit these instructions to the Funds directly. The interest in the securities of the Funds will be registered in the name of the Filer (or other nominee) for the account of the relevant plan. The Filer will establish and maintain the records reflecting the interest of each Member or Plan Sponsor, as the case may be, in each Fund.

11. The Filer, the Plan Sponsors and the Funds intend to trade within CAPs or to Members of CAPs in accordance with the conditions set out in proposed amendments to National Instrument 45-106 Prospectus and Registration Exemptions (NI 45-106) related to CAPs, which were published by the Canadian Securities Administrators (the CSA) on October 21, 2005 (the Proposed CAP Exemption) and adopted in the form of a blanket exemption in the Remaining Jurisdictions, other than in Québec, Newfoundland and Labrador, the Yukon Territory and Nunavut (the CAP Blanket Exemption). The Proposed CAP Exemption and the CAP Blanket Exemption contemplate both dealer registration and prospectus exemptions, where required.

12. Though no equivalent to the CAP Blanket Exemption has been adopted in the jurisdictions of the principal regulator, Québec, Newfoundland and Labrador, the Yukon Territory or Nunavut, CSA Notice 81-405 Request for Comment on Proposed Exemptions for Certain Capital Accumulation Plans (the CAP Staff Notice) states that, in the jurisdiction of the principal regulator, the conditions described in the Proposed CAP Exemption will form the basis of the circumstances in which OSC staff expects that they could recommend that the principal regulator grant discretionary relief to an applicant. On November 17, 2009, the principal regulator granted the Filer a ruling (the Filer's CAP Exemption) providing prospectus and registration relief consistent with the CAP Blanket Exemption to allow the Filer to trade within CAPs and to Members of CAPs on conditions consistent with the CAP Blanket Exemption and the Proposed CAP Exemption. The Filer's CAP Exemption will be relied upon by the Filer in Quebec, Newfoundland and Labrador, the Yukon Territory and Nunavut.

13. The Filer is not in default of securities legislation in any jurisdiction.

14. The Filer may be requested by a Plan Sponsor to provide services to a Non-Tax Assisted CAP established by the Plan Sponsor for the benefit of individual Members. These Non-Tax Assisted CAPs would not constitute CAPs, as defined in the CAP Guidelines, the Proposed CAP Exemption or the CAP Blanket Exemption, since they are not "tax-assisted" under applicable legislation. Non-Tax Assisted CAPs are generally intended as non-registered employee savings plans to which excess contributions of Members that cannot be invested in a CAP because of legislative limits for such CAP investments will be invested on behalf of the Members.

15. Non-Tax Assisted CAPs will be established in conjunction with CAPs because Canadian tax legislation imposes a limit on the amounts that may be contributed to a CAP. The benefit formula under a Plan Sponsor's benefit program sometimes results in contributions that exceed that tax limit. A Plan Sponsor may establish a Non-Tax Assisted CAP to allow for those excess contributions to be invested in the same manner as the tax assisted contributions. These excess contributions to Non-Tax Assisted CAPs are not expected to be significant and in any event will be limited by the calculation set out in Condition (j) of this decision and subject to the remaining conditions set out in this decision.

16. Non-Tax Assisted CAPs will operate in the same manner as CAPs in terms of the relationship between Members and Plan Sponsors, and the duties, rights and responsibilities of Members and Plan Sponsors. The only significant difference between the two types of plans is the tax assisted nature of one and not the other.

17. Each Member of a Non-Tax Assisted CAP of a Plan Sponsor that is administered by the Filer will also be a member of the Plan Sponsor's CAP.

18. The Filer will administer the Non-Tax Assisted CAPs in accordance with the CAP Guidelines and, in the case of the Non-Tax Assisted CAPs, in a similar fashion to the related CAPs for the applicable Members. The Filer will only administer Non-Tax Assisted CAPs which originate out of CAPs of a Plan Sponsor also serviced by 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 provided that:

1. for the Dealer Registration Relief;

(a) the Plan Sponsor selects the mutual funds that Members will be able to invest in under the Non-Tax Assisted CAP ;

(b) the Plan Sponsor establishes a policy, and provides Members with a copy of the policy and any amendments to it, describing what happens if a Member does not make an investment decision;

(c) in addition to any other information that the Plan Sponsor believes is reasonably necessary for a Member to make an investment decision within the Non-Tax Assisted CAP, and unless that information has previously been provided, the Plan Sponsor provides the Member with the following information about each mutual fund the Member may invest in:

(i) the name of the mutual fund;

(ii) the name of the manager of the mutual fund and its portfolio advisor;

(iii) the fundamental investment objective of the mutual fund;

(iv) the investment strategies of the mutual fund or the types of investments the mutual fund may hold;

(v) a description of the risks associated with investing in the mutual fund;

(vi) where a Member can obtain more information about each mutual fund's portfolio holdings; and

(vii) where a Member can obtain more information generally about each mutual fund, including any continuous disclosure;

(d) the Plan Sponsor provides Members with a description and amount of any fees, expenses and penalties relating to the Non-Tax Assisted CAP, as the case may be, that are borne by Members, including:

(i) any costs that must be paid when the mutual fund is bought or sold;

(ii) costs associated with accessing or using any of the investment information, decision-making tools or investment advice provided by the Plan Sponsor;

(iii) mutual fund management fees;

(iv) mutual fund operating expenses;

(v) record keeping fees;

(vi) any costs for transferring among investment options, including penalties, book and market value adjustments and tax consequences;

(vii) account fees; and

(viii) fees for services provided by service providers;

provided that the Plan Sponsor may disclose the fees, penalties and expenses on an aggregate basis, if the Plan Sponsor discloses the nature of the fees, expenses and penalties, and the aggregated fees do not include fees that arise because of a choice that is specific to a particular Member;

(e) the Plan Sponsor has, within the past year, provided the Members with performance information about each mutual fund the Members may invest in, including:

(i) the name of the mutual fund for which the performance is being reported;

(ii) the performance of the mutual fund, including historical performance for one, three, five and ten years if available;

(iii) a performance calculation that is net of investment management fees and mutual fund expenses;

(iv) the method used to calculate the mutual fund's performance return calculation, and information about where a Member could obtain a more detailed explanation of that method;

(v) the name and description of a broad-based securities market index, selected in accordance with National Instrument 81-106 Investment Fund Continuous Disclosure, for the mutual fund, and corresponding performance information for that index; and

(vi) a statement that past performance of the mutual fund is not necessarily an indication of future performance;

(f) the Plan Sponsor has, within the past year, informed Members if there were any changes in the choice of mutual funds that Members could invest in and where there was a change, provided information about what Members needed to do to change their investment decision, or make a new investment;

(g) the Plan Sponsor provides Members with investment decision-making tools that the Plan Sponsor reasonably believes are sufficient to assist them in making an investment decision within the Non-Tax Assisted CAP ;

(h) the Plan Sponsor must provide the information required by paragraphs (b), (c), (d) and (g) prior to the Member making an investment decision under the Non-Tax Assisted CAP;

(i) if the Plan Sponsor makes investment advice from a registrant available to Members, the Plan Sponsor must provide Members with information about how they can contact the registrant;

(j) the maximum amount that may be contributed in respect of a Member to the Non -Tax Assisted CAP in a given year is limited to any positive difference between:

(i) the maximum amount that the Member and the Plan Sponsor would have been able to contribute for that year to the applicable CAP under the terms of the applicable CAP if contributions to the applicable CAP were not restricted to the maximum dollar limit provided in the Income Tax Act (Canada) (the ITA); and

(ii) the maximum dollar limit provided in the ITA for the applicable CAP,

provided that this maximum amount that may be contributed in respect of a Member to the Non-Tax Assisted CAP in a given year shall not exceed an amount equal to the "money purchase limit", as defined in the ITA, for the year.

In this paragraph (j), the amount determined under (i) shall be no more than 18 % of the Member's "earned income" as defined in the ITA and the "maximum dollar limit" means the "RRSP dollar limit" as defined in the ITA (in the case where the applicable CAP is an RRSP), the "money purchase limit" as defined in the ITA (in the case where the applicable CAP is a DCPP), one-half of the "money purchase limit" (in the case where the applicable CAP is a DPSP), or, the applicable maximum fixed dollar contribution prescribed under the ITA (in the case of any other type of CAP).

2. for the Prospectus Relief;

(a) the conditions set forth in paragraph 1 above are met;

(b) the Funds comply with Part 2 of National Instrument 81-102 Mutual Funds; and

(c) where a Member chooses to invest in a publicly available mutual fund selected by the Plan Sponsor as an investment option for the Non-Tax Assisted Plan, the current prospectus of the mutual fund will be made available, upon demand, to the Member;

3. this Decision, as it relates to the jurisdiction of a Decision Maker with respect to the Dealer Registration Relief will terminate upon the coming into force in securities rules of a registration exemption for trades in a security of a mutual fund to a CAP or 90 days after the Decision Maker publishes in its Bulletin a notice or a statement to the effect that it does not propose to make such a rule;

4. this Decision, as it relates to the jurisdiction of a Decision Maker with respect to the Prospectus Relief will terminate upon the coming into force in securities rules of a prospectus exemption for the distribution of a security of a mutual fund to a CAP or 90 days after the Decision Maker publishes in its Bulletin a notice or a statement to the effect that it does not propose to make such a rule.

BMO Group Retirement Services Inc.

Headnote

National Policy 11-203 Process for Exemptive Relief in Multiple Jurisdictions -- Plan Sponsors, CAP Members, and a named service provider exempted from the dealer registration and prospectus requirements in the Legislation in respect of trades in securities of mutual funds to tax-assisted capital accumulation plans, subject to certain terms and conditions.

Statutes Cited

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

Rules Cited

National Instrument 81-102 Mutual Funds.

National Instrument 45-106 Prospectus and Registration Exemptions.

Published Documents Cited

Amendments to NI 45-106 Registration and Prospectus Exemption for Certain Capital Accumulation Plans, October 21, 2005 (2005), 25 OSCB 8681.

November 17, 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

BMO GROUP RETIREMENT SERVICES INC.

(the Filer)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer for a decision, on behalf of the Filer (including its respective directors, officers, representatives and employees acting on its behalf), any Plan Sponsor (as defined herein) and any Fund (as defined herein), under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) for a ruling:

(a) that the dealer registration and prospectus requirements contained in the Legislation shall not apply to the Filer (including its respective directors, officers, representatives and employees acting on its behalf) or any plan sponsor of any CAP that uses the services of the Filer in respect of its CAP (including, but not limited to, any employer, trustee, trade union or association or a combination of them that establishes a CAP, and any service provider to the extent that the plan sponsor has delegated its responsibilities to the service provider) (a Plan Sponsor, or collectively, the Plan Sponsors) in respect of trades in the securities of any mutual funds selected for the CAPs sponsored by the Plan Sponsors, whether managed by an affiliate of the Filer or third parties (collectively, the Funds), subject to certain terms and conditions (the CAP Blanket Order Equivalent Relief)

(the Exemption Sought)

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application) the Ontario Securities Commission is the principal regulator for this application, and the Filer has provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in the jurisdictions of Québec, Newfoundland and Labrador, the Yukon Territory and Nunavut.

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.

The defined term "CAP" used herein shall have the meaning given to the term "capital accumulation plan" as defined in section 1.1 of the Guidelines for Capital Accumulation Plans published in May 2004 by the Joint Forum of Financial Market Regulators (the CAP Guidelines).

The relief from the dealer registration requirement in the CAP Blanket Order Equivalent Relief shall be referred to as the Dealer Registration Relief.

The relief from the prospectus requirements in the CAP Blanket Order Equivalent Relief shall be referred to collectively as the Prospectus Relief.

Representations

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

1. The Filer is a corporation governed by the laws of Canada. Its head office is located in Toronto, Ontario.

2. The Filer has entered into an agreement to purchase the group retirement services business of ICMC Group Retirement Services Inc. (Integra), a wholly owned subsidiary of Integra Capital Management Corporation, such purchase to include the various administration agreements relating to the CAPs of certain Plan Sponsors. The purchase of the Integra group retirement services business is anticipated to close by the end of November 2009.

3. A CAP is a tax assisted investment or savings plan, and can include a defined contribution pension plan (a DCPP, also known as a money purchase pension plan), a group registered retirement savings plan (a RRSP), a group registered education savings plan (a RESP), or a deferred profit sharing plan (a DPSP), established by a Plan Sponsor that permits an individual to make investment decisions among two or more investment options offered within the plan.

4. The Filer will provide its services to Plan Sponsors where the investment choices for the members of the CAP (each a Member and, collectively, the Members) include Funds of the Filer, its affiliates and/or Funds managed by a manager unrelated to the Filer, whether offered by prospectus or on a private placement basis.

5. The Filer intends to trade in securities of the Funds as part of the group retirement services it will provide to various Plan Sponsors from time to time.

6. Plan Sponsors to whom the Filer will provide services may be employers, trustees, trade unions, associations or a combination of these that establish a CAP.

7. A Plan Sponsor establishes a CAP for the benefit of individual Members. Members may include current or former employees, or a person who belongs, or did belong, to a trade union or association, or

(a) his or her spouse;

(b) a trustee, custodian or administrator who is acting on his or her behalf, or for his or her benefit, or on behalf of, or for the benefit of, his or her spouse; or

(c) his or her holding entity, or a holding entity of his or her spouse,

that have assets in a CAP, and also includes any person who is eligible to participate in such plans.

8. The services that the Filer will provide to the Plan Sponsor will generally involve recordkeeping of Member data, transactions processing in respect of Member accounts, provision of Member statements as required under pension standards legislation and/or the applicable recordkeeping agreement and processing changes to Member accounts such as termination, death, retirement or a change in marital status.

9. The services that the Filer will provide to the Members will generally include direct contact services through its call centre and a variety of self-help tools that allow Members to make investment decisions regarding their investments.

10. The Filer will not be involved in plan design, engage in discretionary decision making with respect to the CAPs or Member accounts, select investments for the CAPs, or provide investment advice to Members.

11. Members and, in some cases, the Plan Sponsor, will make initial investment decisions, and subsequent changes to those investment decisions, with or without the assistance of an advisor selected by the Member (which will not be the Filer). These instructions are transmitted to the Filer and the Filer will then transmit these instructions to the Funds directly. The interest in the securities of the Funds will be registered in the name of the Filer (or other nominee) for the account of the relevant plan. The Filer will establish and maintain the records reflecting the interest of each Member or Plan Sponsor, as the case may be, in each Fund.

12. The Filer, the Plan Sponsors and the Funds intend to trade within CAPs or to Members in accordance with the conditions set out in proposed amendments to National Instrument 45-106 Prospectus and Registration Exemptions related to CAPs, which were published by the Canadian Securities Administrators (the CSA) on October 21, 2005 (the Proposed CAP Exemption) and adopted in the form of a blanket exemption by the securities regulatory authorities in all provinces and territories of Canada, other than in Ontario, Québec, Newfoundland and Labrador, the Yukon Territory and Nunavut (the CAP Blanket Exemption). The Proposed CAP Exemption and the CAP Blanket Exemption contemplate both dealer registration and prospectus exemptions, where required.

13. Though no equivalent to the CAP Blanket Exemption has been adopted in the jurisdictions of the principal regulator, Québec and Newfoundland and Labrador, the Yukon Territory or Nunavut, CSA Notice 81-405 Request for Comment on Proposed Exemptions for Certain Capital Accumulation Plans (the CAP Staff Notice) states that, in the jurisdiction of the principal regulator, the conditions described in the Proposed CAP Exemption will form the basis of the circumstances in which OSC staff expects that they could recommend that the principal regulator grant discretionary relief to an applicant. The regulators located in the other jurisdictions in which no equivalent to the CAP Blanket Exemption was adopted made it clear that they would be prepared to grant discretionary relief on terms similar to those contained in the Proposed CAP Exemption.

14. As Plan Sponsors will typically approach group retirement services providers, such as the Filer, for assistance with respect to the above regulatory issues, the Filer is seeking an exemption on behalf of the Filer, the Plan Sponsor and the Funds, as applicable, from the prospectus requirements where the Fund meets the conditions set out in this Application. The Filer will obtain on behalf of the Plan Sponsor a certificate from the manager of each such Fund certifying that such Fund complies with Part 2 of National Instrument 81-102 Mutual Funds (NI 81-102).

15. The Filer is not in default of securities legislation in any jurisdiction.

16. On October 17, 2006, Integra, certain mutual funds that formed the investment choices within the CAPs (some of which were distributed under a prospectus pursuant to National Instrument 81-101 Mutual Fund Prospectus Disclosure, while others were distributed under exemptions from the prospectus requirements of the Legislation) and one Plan Sponsor applied for and obtained relief from the principal regulator from the dealer registration and prospectus requirements in the Legislation in respect of trades in securities of mutual funds within CAPs and, pursuant to the Mutual Reliance Review System for exemptive relief applications, from the equivalent requirements of the Autorité des marchés financiers and the Securities Commission of Newfoundland and Labrador, subject to certain terms and conditions (the MRRS Order). The MRRS Order was consistent with the Proposed CAP Exemption and the CAP Blanket Exemption.

17. The Filer, having entered into an agreement to purchase the business of Integra that was the subject of the MRRS Order, seeks relief on terms similar to the MRRS Order so that it may continue to provide the group retirement services to CAPs.

18. The CAP Staff Notice stated that the purpose of the Proposed CAP Exemption was to remove existing barriers to trading mutual fund securities with Members of CAPs where there is no valid regulatory reason for having such barriers.

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. for the Dealer Registration Relief

(a) the Plan Sponsor selects the mutual funds that Members will be able to invest in under the CAP;

(b) the Plan Sponsor establishes a policy, and provides Members with a copy of the policy and any amendments to it, describing what happens if a Member does not make an investment decision;

(c) in addition to any other information that the Plan Sponsor believes is reasonably necessary for a Member to make an investment decision within the CAP, and unless that information has previously been provided, the Plan Sponsor provides the Member with the following information about each mutual fund the Member may invest in:

(i) the name of the mutual fund;

(ii) the name of the manager of the mutual fund and its portfolio advisor;

(iii) the fundamental investment objective of the mutual fund;

(iv) the investment strategies of the mutual fund or the types of investments the mutual fund may hold;

(v) a description of the risks associated with investing in the mutual fund;

(vi) where a Member can obtain more information about each mutual fund's portfolio holdings; and

(vii) where a Member can obtain more information generally about each mutual fund, including any continuous disclosure;

(d) the Plan Sponsor provides Members with a description and amount of any fees, expenses and penalties relating to the CAP that are borne by Members, including:

(i) any costs that must be paid when the mutual fund is bought or sold;

(ii) costs associated with accessing or using any of the investment information, decision-making tools or investment advice provided by the Plan Sponsor;

(iii) mutual fund management fees;

(iv) mutual fund operating expenses;

(v) record keeping fees;

(vi) any costs for transferring among investment options, including penalties, book and market value adjustments and tax consequences;

(vii) account fees; and

(viii) fees for services provided by service providers,

provided that the Plan Sponsor may disclose the fees, penalties and expenses on an aggregate basis, if the Plan Sponsor discloses the nature of the fees, expenses and penalties, and the aggregated fees do not include fees that arise because of a choice that is specific to a particular Member;

(e) the Plan Sponsor has, within the past year, provided the Members with performance information about each mutual fund the Members may invest in, including:

(i) the name of the mutual fund for which the performance is being reported;

(ii) the performance of the mutual fund, including historical performance for one, three, five and ten years if available;

(iii) a performance calculation that is net of investment management fees and mutual fund expenses;

(iv) the method used to calculate the mutual fund's performance return calculation, and information about where a Member could obtain a more detailed explanation of that method;

(v) the name and description of a broad-based securities market index, selected in accordance with National Instrument 81-106 Investment Fund Continuous Disclosure, for the mutual fund, and corresponding performance information for that index; and

(vi) a statement that past performance of the mutual fund is not necessarily an indication of future performance;

(f) the Plan Sponsor has, within the past year, informed Members if there were any changes in the choice of mutual funds that Members could invest in and where there was a change, provided information about what Members needed to do to change their investment decision, or make a new investment;

(g) the Plan Sponsor provides Members with investment decision-making tools that the Plan Sponsor reasonably believes are sufficient to assist them in making an investment decision within the CAP;

(h) the Plan Sponsor must provide the information required by paragraphs (b), (c), (d) and (g) prior to the Member making an investment decision under the CAP;

(i) if the Plan Sponsor makes investment advice from a registrant available to Members, the Plan Sponsor must provide Members with information about how they can contact the registrant;

2. for the Prospectus Relief

(a) the conditions set forth in paragraph 1 above are met;

(b) the Funds comply with Part 2 of NI 81-102;

3. this Decision, as it relates to the jurisdiction of a Decision Maker with respect to the Dealer Registration Relief will terminate upon the coming into force in securities rules of a registration exemption for trades in a security of a mutual fund to a CAP or 90 days after the Decision Maker publishes in its Bulletin a notice or a statement to the effect that it does not propose to make such a rule, and

4. this Decision, as it relates to the jurisdiction of a Decision Maker with respect to the Prospectus Relief will terminate upon the coming into force in securities rules of a prospectus exemption for the distribution of a security of a mutual fund to a CAP or 90 days after the Decision Maker publishes in its Bulletin a notice or a statement to the effect that it does not propose to make such a rule.

Man Canada AHL DP Investment Fund

Headnote

NP 11-203 -- Seed capital relief and Weekly NAV calculation relief from National Instrument 81-104 Commodity Pool and National Instrument 81-106 -- Investment Fund Continuous Disclosure for a commodity pool fund not to be subject to the seed capital requirement, and for the commodity pool fund to calculate its net asset value weekly, due to the nature of the fund's indirect exposure to another commodity pool that published its net asset value on a weekly basis. The commodity pool fund based on its specific structure, subject to conditions.

Applicable Legislative Provisions

National Instrument 81-106 Investment Fund Continuous Disclosure , s. 14.2.

National Instrument 81-104 Commodity Pools, ss. 3.2(2)(a), 10.1.

November 3, 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

MAN CANADA AHL DP INVESTMENT FUND

(the "Filer")

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer for a decision under the securities legislation of the Jurisdiction of the principal regulator (the "Legislation") for exemptive relief from:

1. section 14.2(3)(b) of National Instrument 81-106 -- Investment Fund Continuous Disclosure ("NI 81-106"), which requires the net asset value ("NAV") of an investment fund that uses specified derivatives to be calculated at least once every business day ("NAV Relief"); and

2. section 3.2(2)(a) of National Instrument 81-104 -- Commodity Pools ("NI 81-104"), which requires a commodity pool to have invested in it at all times an amount invested in securities that were issued pursuant to paragraph 3.2(1)(a) of NI 81-104 and had an aggregate issue price of $50,000 ("Seed Capital Relief"),

(herein collectively referred to as the "Requested 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) 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, Québec, New Brunswick, Nova Scotia, Newfoundland and Labrador, Prince Edward Island, Northwest Territories, Nunavut and Yukon (the "Passport Jurisdictions").

Interpretation

Terms defined in National Instrument 14-101 Definitions and Ml 11-102 have the same meaning if used in this decision, unless otherwise defined.

Representations

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

1. The Filer is an investment trust established under the laws of the Province of Ontario pursuant to a declaration of trust.

2. Man Investments Canada Corp. (the "Manager") is the manager, trustee and promoter of the Filer. The Manager will be responsible for providing or arranging for the provision of administrative services required by the Filer. The principal office of the Manager is located at Suite 1202, 70 York Street, Toronto, Ontario M5J 1S9.

3. The Filer filed a preliminary prospectus (the "Preliminary Prospectus") dated July 3, 2009 on SEDAR with respect to the proposed offering (the "Offering") of Class A Units, Class B Units, Class C Units, Class F Units, Class I Units, Class O Units, Class P Units, Class Q Units and Class R Units (together, the "Units") of the Filer, a receipt for which was issued by the Commission on July 3, 2009.

4. The Filer is a commodity pool as such term is defined in section 1.1 of NI 81-104, in that the Filer has adopted fundamental investment objectives that permit the Filer to gain exposure to or use or invest in specified derivatives in a manner that is not permitted under National Instrument 81-102 -- Mutual Funds ("NI 81-102").

5. The Filer is subject to NI 81-102 and the Securities Act (Ontario), subject to any exemptions therefrom that may be granted by securities regulatory. NI 81-104 also grants exemptions from certain investment restrictions of NI 81-102.

6. The Filer's investment objectives are: (i) to provide holders of Units (the "Unitholders") with the opportunity to realize capital appreciation through investment returns that have a low correlation to traditional forms of stock and bond securities; and (ii) starting in 2010, to pay to holders of Class O Units, Class P Units, Class Q Units and Class R Units quarterly cash distributions in each calendar year equal to 6% of the NAV of such Units calculated as at the last valuation date of the preceding year. The investment objectives of the Filer, as well as its investment strategy, is disclosed in the Preliminary Prospectus.

7. To pursue its investment objectives, the Filer will obtain exposure to the returns of an investment portfolio (the "AHL Portfolio") that ultimately invests in financial instruments across a range of global markets including, without limitation, stocks, bonds, currencies, short-term interest rates, energies, metals and agricultural commodities using a predominantly trend-following trading program that employs futures, options and forward contracts, swaps and other financial derivative instruments.

8. The Filer will obtain exposure to the AHL Portfolio through one or more forward purchase and sale agreements (collectively, the "Forward Agreement") to be entered into with one or more Canadian chartered banks and/or their affiliates (collectively, the "Counterparty").

9. The AHL Portfolio will be held as a segregated portfolio of AHL Investment Strategies SPC (the "AHL SPC"), a segregated portfolio company incorporated with limited liability in the Cayman Islands and registered as a segregated portfolio company under the Companies Law (2007 Revision).

10. The return to the Filer, and consequently to Unitholders, will be referable to the return of Canadian dollar denominated redeemable Class D Man AHL Diversified 2 CAD notes (the "AHL SPC Notes") proposed to be issued by the AHL SPC in respect of the AHL Portfolio. The aggregate value at any time of the outstanding AHL SPC Notes will equal the net asset value of the AHL Portfolio.

11. The Filer will invest substantially all of the proceeds of the Offering in a portfolio of non-dividend paying common shares of Canadian public companies (the "Common Share Portfolio"). Pursuant to the Forward Agreement, the Counterparty will agree to pay to the Filer on the scheduled settlement date of the Forward Agreement, as the purchase price for the Common Share Portfolio, an amount equal to the net redemption proceeds of the AHL SPC Notes, subject to applicable fees owing to the Counterparty under the Forward Agreement.

12. The return to the Filer, and the NAV per Unit of each Class, will by virtue of the Forward Agreement depend on the redemption value of the AHL SPC Notes which is based on the net asset value of the AHL Portfolio. The AHL Portfolio calculates its net asset value every business day and makes the net asset value of the AHL SPC Notes available to the financial press for publication on a weekly basis.

13. All of the classes of Units have the same investment strategy and restrictions but differ with respect to one or more of their features, such as management fees, expenses, redemption fees, commissions or distributions. The NAV per Unit of each class will not be the same as a result of the different fees, expenses and distributions allocable to each class of Units.

14. The Filer does not intend to list the Units on any stock exchange.

15. Units of each class of the Filer are offered for purchase weekly on a continuous basis and may be purchased through authorized dealers. Purchase orders must be received before 4:00 p.m. on the fifth business day immediately preceding a Valuation Date (as hereinafter defined) in order to process the order at the Unit price calculated on the next Valuation Date.

16. Units of each class may be redeemed on a weekly basis for a redemption price equal to 100% of the NAV per Unit of that class less, if applicable, the redemption fee payable in connection with early redemptions of Units.

17. Under section 14.2(3)(b) of NI 81-106, an investment fund that is a reporting issuer that uses or holds specified derivatives, such as the Filer intends to do, must calculate its NAV on a daily basis.

18. The Filer proposes to calculate its NAV as at the Monday of each week (the "Valuation Date") or such other day or days of each week as determined from time to time by the Manager.

19. The Preliminary Prospectus discloses, and the final prospectus of the Filer will disclose, that the NAV per Unit of each class of Units will be calculated and made available to the financial press for publication on a weekly basis. The Manager will post the NAV per Unit of each class of Units on its website at www.maninvestments.com.

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 Requested Relief is granted provided that:

Seed Capital Relief

(a) the Manager may not redeem any of its initial investment of $50,000 in the Filer until $5.0 million has been received by the Filer from persons or companies other than the persons and companies referred to in paragraph 3.2(l)(a) of NI 81-104;

(b) the basis on which the Manager may redeem any of its initial investment of $50,000 from the Filer will be disclosed in the prospectus of the Filer;

(c) if, after the Manager redeems its initial investment of $50,000 in the Filer in accordance with condition (a) above, the value of the Units subscribed for by investors other than the persons and companies referred to in paragraph 3.2(l)(a) of NI 81-104 drops below $5.0 million for more than 30 consecutive days, the Manager will, unless the Filer is in the process of being dissolved or terminated, reinvest $50,000 in the Filer and maintain that investment until condition (a) is again satisfied;

(d) the Manager will at all times maintain excess working capital of a minimum of $100,000;

NAV Relief

(e) the NAV per Unit of each class of Units will be calculated and made available to the financial press for publication on a weekly basis. The Manager will post the net asset value per Unit of each class of Units on its website at ;/'; and

(f) if the NAV of the AHL SPC Notes is published more frequently than weekly, the Filer must calculate its NAV on the same frequency.

Ridgewood Canadian Investment Grade Bond Fund

Headnote

NP 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- exemption from National Instrument 81-106 Investment Fund Continuous Disclosure to permit an investment fund that uses specified derivatives to calculate its NAV on a weekly basis and not on a daily basis, subject to certain conditions.

Applicable Legislative Provisions

National Instrument 81-106 Investment Fund Continuous Disclosure, s. 14.

November 27, 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

RIDGEWOOD CANADIAN INVESTMENT

GRADE BOND FUND

(the Filer)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) that exempts the Filer from the requirement contained in section 14.2(3)(b) of National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106) to calculate the Filer's net asset value (NAV) at least once every business day (the Exemption Sought).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for 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 Multilateral Instrument 11-102 -- Passport System (MI 11-102) is intended to be relied upon by the Filer in all the provinces of Canada.

Interpretation

Terms defined in National Instrument 14-101 and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.

Representations

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

1. Ridgewood Capital Asset Management Inc. (the Manager) is a corporation incorporated under the Canada Business Corporations Act. It intends to establish the Filer pursuant to a declaration of trust. The head office of the Manager is located at 55 University Avenue, Suite 1020, Toronto, Ontario M5J 2H7.

2. The Manager will be the trustee and manager of the Filer and will be responsible for providing and arranging for the provision of all administrative services required by the Filer. The Manager is also the portfolio advisor of the Filer and is responsible for executing the Filer's investment strategy.

3. Neither the Filer nor the Manager is in default of securities legislation in any of the provinces or territories of Canada.

4. The Filer filed a preliminary prospectus (the Preliminary Prospectus) dated October 30, 2009 on SEDAR with respect to an initial public offering (the Offering) of units (Units) in each of the provinces of Canada, a receipt for which was issued by the Ontario Securities Commission on October 30, 2009. The Offering of Units is a one-time offering and the Filer will not continuously distribute the Units.

5. The Filers's investment objectives are to provide Unitholders with monthly cash distributions, initially targeted to be 5.25% per annum on the original issue of $12.00 per Unit and to maximize the total returns for Unitholders while preserving capital in the long term by obtaining exposure to an investment portfolio (the "Portfolio") consisting primarily of Canadian investment grade bonds. In addition the Filer may invest up to 10% of the Portfolio in U.S. investment grade bonds.

6. The Filer may use derivative instruments such as forward contracts or swaps consistent with its investment objectives and subject to the investment restrictions of the Filer to reduce the effects on the Portfolio of changes in the value of the U.S. dollar relative to the Canadian dollar.

7. CIBC Mellon Trust Company will act as custodian of the assets of the Filer.

8. The Units will be redeemable at the option of the holder of the Units ( a Unitholder) on the second last business day of each month, other than December (each a Monthly Redemption Date). A Unitholder who properly surrenders a Unit for redemption no later than 5:00 p.m. (Toronto time) on the date which is the last business day of the month preceding the Monthly Redemption Date will receive on or before the 10th business day of the month immediately following such Monthly Redemption Date, payment of the Monthly Redemption Price per Unit (as defined below) for such Unit calculated by reference to the price at which Units are trading on the Toronto Stock Exchange (TSX) (subject to the Filer's right to suspend redemptions in certain circumstances).

9. The Monthly Redemption Price per Unit will be equal to the lesser of:

(a) 96% of the weighted average trading price of the Units on the TSX for the 10 trading days immediately preceding the applicable Monthly Redemption Date, and

(b) 100% of the closing market price of a Unit on the applicable Monthly Redemption Date,

less, in each case, any costs associated with redemption, including brokerage costs (the Redemption Costs).

10. Commencing in 2010, Units also may be surrendered for redemption at the option of the Unitholder on the second last business day of December in each year (an Annual Redemption Date). A Unitholder who properly surrenders a Unit for redemption at least 10 business days prior to an Annual Redemption Date will receive on or before the 15th business day following such Annual Redemption Date, payment of the Redemption Price per Unit (as defined below) for such Unit calculated by reference to the net asset value of the Unit (subject to the Filer's right to suspend redemptions in certain circumstances).

11. The Redemption Price per Unit will be equal to:

(a) the net asset value per Unit as at the Annual Redemption Date, less

(b) any applicable Redemption Costs.

12. The Filer will not be a "mutual fund" because the Unitholders are not entitled to receive on demand an amount computed by reference to the value of a proportionate interest in the whole or in part of the net assets of the Filer as contemplated in the definition of "mutual fund" in the securities legislation of the provinces of Canada. Accordingly, the Filer will be a "non-redeemable investment fund" as defined in NI 81-106.

13. Under section 14.2(3)(b) of NI 81-106, an investment fund that is a reporting issuer that uses or holds specified derivatives, such as the Filer intends to do, must calculate its net asset value on a daily basis.

14. The Filer intends to calculate its net asset value (NAV) and net asset value per Unit on a weekly basis on Thursday of each week or if any Thursday is not a business day, the immediately preceding business day, the Annual Redemption Date and the last business day of each month, and includes any other date on which the Manager elects, in its discretion, to calculate the NAV per Unit (each a Valuation Date). The Filer will make available to the financial press for publication on a weekly basis, the NAV per Unit. Such amount also will be available on the Manager's website at www.ridgewoodcapital.ca.

15. The Preliminary Prospectus discloses, and the final prospectus of the Filer will disclose, that the NAV per Unit will be calculated on a weekly basis and will be posted on the internet at www.ridgewoodcapital.ca .

16. The Units are expected to be listed and posted for trading on the Toronto Stock Exchange (TSX) and an application to the TSX to so list the Units has been made. The Units are unlike securities of a conventional mutual fund in which there is normally no such market and where, as a result, holders of such securities who wish to liquidate their holdings must cause the fund to redeem their securities. Since the Units will be listed for trading on the TSX, Unitholders will not have to rely solely on the redemption feature of the Units in order to provide liquidity for their investment.

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:

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

(b) a toll-free telephone number or website is available which the public can access for this purpose;

for so long as:

(c) the Units are listed on the TSX; and

(d) the Filer calculates its NAV at least weekly.

Jim Balsillie and Research In Motion Limited

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Relief granted from the insider reporting requirements for insider in respect of exercise of options and the acquisition, transfer and disposition of commons shares pursuant to automatic securities disposition plans, subject to insider filing an annual report of such transactions.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 107(2), 121(2)(a)(ii).

Ontario Securities Commission's Staff Notice 55-701 Automatic Securities Disposition Plans and Automatic Purchase Plans.

January 22, 2010

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

JIM BALSILLIE (THE INSIDER) AND

RESEARCH IN MOTION LIMITED (RIM, AND

COLLECTIVELY WITH THE INSIDER, THE FILERS)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filers for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) for an exemption pursuant to section 121(2)(a)(ii) of the Securities Act (Ontario) (the Act) from the requirements set out in section 107(2) of the Act that the Insider file an insider report within 10 days of each (i) disposition of Shares effected pursuant to the Plans (as defined below) and (ii) acquisition of control or direction over Shares as a result of a donation of Shares to the Balsillie Family Foundation pursuant to the Plans (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 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, Québec, New Brunswick, Prince Edward Island, Nova Scotia and Newfoundland and Labrador.

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 in this decision.

Representations

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

1. RIM is a corporation amalgamated under the Business Corporations Act (Ontario).

2. RIM's registered and principal business office is 295 Phillip Street, Waterloo, Ontario, N2L 3W8.

3. RIM is a reporting issuer in each of the provinces of Canada and its Shares are listed for trading on the Toronto Stock Exchange and the NASDAQ Global Select Market.

4. The Insider is the Co-Chief Executive Officer of RIM and is an "insider" of RIM as that term is defined in the Legislation.

5. On May 15, 2009, the Insider and The Balsillie Family Foundation each adopted an automatic securities disposition plan (each, a Plan and together, the Plans) pursuant to which the Insider and/or the Balsillie Family Foundation, as applicable, have exercised certain options (Options) to acquire common shares of RIM (Shares) and have sold or donated, and will sell or donate, certain Shares. In accordance with RIM's Insider Trading Policy, the Plans were pre-cleared by the Compensation, Nomination & Governance Committee of RIM's Board of Directors, which was and is comprised of independent directors. At the time of entry into the Plans, the Insider was not in possession of any material undisclosed information in relation to RIM.

6. Under the Plans, a registered investment dealer (the Broker) has been appointed as broker to effect the exercises of Options (Exercises) on behalf of the Insider and the sales and donations of Shares (each sale or donation, a Disposition) pursuant to the Plans. The Exercises and Dispositions have been and will be effected by the Broker subject to the terms and conditions of the Plans and in accordance with the pre-determined instructions which are appended to the Plans as to the date of exercise, the number or dollar value of Options to be exercised, the number or dollar value of Shares to be donated or sold, and other relevant information. Exercises and Dispositions under the Plans commenced on August 19, 2009. As of the date hereof, all Options subject to the Plans have been exercised pursuant to the Plans. All required insider reports have been filed in respect of such Exercises and Dispositions.

7. Apart from setting trading parameters when the Plans were established, the Insider has no authority, influence or control over any Exercises or Dispositions effected by the Broker pursuant to the Plans, and has agreed not to attempt to exercise any authority, influence or control over such Exercises or Dispositions.

8. At the time of entry into the Plans, the Insider provided the Broker with a certificate of RIM confirming that RIM had pre-cleared the adoption of the Plans in accordance with RIM's Insider Trading Policy and certifying that, to the best of RIM's knowledge, the Insider was not in possession of material non-public information about RIM.

9. The Insider's Plan provides for weekly sales of Shares up to a maximum value of Cdn$360 million of sales over the up to 24-month duration of the Plan, subject to a limit order price.

10. The Insider's Plan also provides for weekly donations of Shares to the Balsillie Family Foundation up to a maximum value of Cdn$100 million of donations over the up to 24-month duration of the Plan, as well as weekly donations of Shares to the Centre for International Governance Innovation (CIGI) up to a maximum value of Cdn$57 million of donations over the up to 24-month duration of the Plan, subject to limit order prices in certain cases. Under the terms of its Plan, the Balsillie Family Foundation will immediately sell the Shares received from the Insider, subject to certain pre-determined instructions which are contained in the Plan. Under the terms of a separate automatic security disposition plan entered by CIGI, it will immediately sell the Shares received from the Insider.

11. Exercises and Dispositions under the Plans did not commence until after the expiry of a three-month cooling-off period following the adoption of the Plans in accordance with RIM's Insider Trading Policy.

12. The Broker will execute Share sales under each of the Plans in accordance with principles of best execution and subject to volume restrictions intended to minimize any negative price impact of such sales on the market and to attempt to maximize the prices obtained for the Shares sold.

13. The Plans will automatically terminate on the earliest to occur of:

(a) 4:00 p.m. (Eastern time) on May 15, 2011;

(b) Should the Insider die, the time on the date the Broker receives notice of the Insider's death; or

(c) 9:30 a.m. (Eastern time) on the date which is the 61st day after the Insider's employment at RIM has ceased for any reason.

14. To modify, terminate or amend a Plan (other than in accordance with the termination provisions listed in paragraph 13 above), the Plan participant must contemporaneously (a) instruct the Broker to modify, terminate or amend the Plan, (b) notify RIM of such instruction, (c) notify the public of such instruction which filing shall include a representation that at the time of the modification or termination or amendment the Plan participant was not aware of or in possession of any material non-public information about RIM or any securities of RIM, and (d) provide the Broker with a certificate from RIM confirming that RIM has pre-cleared the modification, termination or amendment of the Plan in accordance with RIM's Insider Trading Policy and certifying that, to the best of RIM's knowledge, the Plan participant is not in possession of material non-public information about RIM.

15. In the event of a modification or amendment to a Plan, or in the event that the Plan participant establishes a new plan after termination of the Plan, no Dispositions shall be effected during the thirty days immediately following such modification, amendment, or establishment of a new plan, other than Dispositions already provided for in the Plan prior to such modification or amendment.

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 the Insider shall file a report, in the form prescribed for insider trading reports under the Legislation, disclosing on a transaction-by-transaction basis or in acceptable summary form (as such term is defined in National Instrument 55-101 Insider Reporting Exemptions):

(a) all Dispositions of Shares under the Plans that have not been previously disclosed by or on behalf of the Insider during a calendar year within 90 days of the end of the calendar year; and

(b) all related acquisitions of control or direction over Shares as a result of donations of Shares to the Balsillie Family Foundation under the Plans that have not been previously disclosed by or on behalf of the Insider during a calendar year within 90 days of the end of the calendar year.

Mike Lazaridis and Research In Motion Limited

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Relief granted from the insider reporting requirements for insider in respect of exercise of options and the acquisition, transfer and disposition of commons shares pursuant to automatic securities disposition plans, subject to insider filing an annual report of such transactions.

Applicable Legislative Provisions

Securities Act , R.S.O. 1990, c.S. 5, as am., ss. 107(2), 121(2)(a)(ii).

Ontario Securities Commission's Staff Notice 55-701 Automatic Securities Disposition Plans and Automatic Purchase Plans.

January 22, 2010

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

MIKE LAZARIDIS (THE INSIDER) AND

RESEARCH IN MOTION LIMITED (RIM, AND

COLLECTIVELY WITH THE INSIDER, THE FILERS)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filers for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) for an exemption pursuant to section 121(2)(a)(ii) of the Securities Act (Ontario) (the Act) from the requirements set out in section 107(2) of the Act that the Insider file an insider report within 10 days of each (i) disposition of Shares effected pursuant to the Plans (as defined below) and (ii) acquisition of control or direction over Shares as a result of a donation of Shares to the Lazaridis Foundation (as defined below) pursuant to the Plans (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 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, Québec, New Brunswick, Prince Edward Island, Nova Scotia and Newfoundland and Labrador.

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 in this decision.

Representations

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

1. RIM is a corporation amalgamated under the Business Corporations Act (Ontario).

2. RIM's registered and principal business office is 295 Phillip Street, Waterloo, Ontario, N2L 3W8.

3. RIM is a reporting issuer in each of the provinces of Canada and its Shares are listed for trading on the Toronto Stock Exchange and the NASDAQ Global Select Market.

4. The Insider is the President and Co-Chief Executive Officer of RIM and is an "insider" of RIM as that term is defined in the Legislation.

5. On May 14, 2009, the Insider, the Lazaridis Family Foundation, a charitable foundation established by the Insider (Lazaridis Foundation), and 1258701 Ontario Limited and 2063227 Ontario Inc., entities owned and controlled by the Insider, each adopted an automatic securities disposition plan (each, a Plan and together, the Plans). Pursuant to the Plans, the Insider, the Lazaridis Foundation, 1258701 Ontario Limited and/or 2063227 Ontario Inc., as applicable, have exercised certain options (Options) to acquire common shares of RIM (Shares) and have sold or donated, and will sell or donate, certain Shares. In accordance with RIM's Insider Trading Policy, the Plans were pre-cleared by the Compensation, Nomination & Governance Committee of RIM's Board of Directors, which was and is comprised of independent directors. At the time of entry into the Plans, the Insider was not in possession of any material undisclosed information in relation to RIM.

6. Under the Plans, a registered investment dealer (the Broker) has been appointed as broker to effect the exercises of Options (Exercises) on behalf of the Insider and the sales and donations of Shares (each sale or donation a Disposition) pursuant to the Plans. The Exercises and Dispositions have been and will be effected by the Broker subject to the terms and conditions of the Plans and in accordance with the pre-determined instructions which are appended to the Plans as to the date of exercise, the number of Options to be exercised, the number or dollar value of Shares to be donated or sold, and other relevant information. Exercises and Dispositions under the Plans commenced on August 10, 2009. As of the date hereof, all Options subject to the Plans have been exercised pursuant to the Plans. All required insider reports have been filed in respect of such Exercises and Dispositions.

7. Apart from setting trading parameters when the Plans were established, the Insider has no authority, influence or control over any Exercises or Dispositions effected by the Broker pursuant to the Plans, and has agreed not to attempt to exercise any authority, influence or control over such Exercises or Dispositions.

8. At the time of entry into the Plans, the Insider provided the Broker with a certificate of RIM confirming that RIM had pre-cleared the adoption of the Plans in accordance with RIM's Insider Trading Policy and certifying that, to the best of RIM's knowledge, the Insider was not in possession of material non-public information about RIM.

9. The Insider's Plans provide for weekly donations of Shares to the Lazaridis Foundation over the up to 22-month duration of the Plans, subject to limit order prices. The actual amount of the donations will depend on the market price of the Shares at the time of the donations. For example, using the market price for Shares at the time that the Plans were announced by RIM on May 21, 2009, the aggregate amount of donations would be approximately Cdn$190 million. The Lazaridis Foundation will immediately sell the Shares received from the Insider, 1258701 Ontario Limited and 2063227 Ontario Inc., subject to a limit order price.

10. In addition to sales by the Lazaridis Foundation, the Plans also provide for weekly sales of Shares up to a maximum value of Cdn $200 million over the up to 22-month duration of the Plans, subject to a limit order price.

11. Exercises and Dispositions under the Plans did not commence until after the expiry of a three-month cooling off period following the adoption of the Plans in accordance with RIM's Insider Trading Policy.

12. The Broker will execute Share sales under each of the Plans in accordance with principles of best execution and subject to volume restrictions intended to minimize any negative price impact of such sales on the market and to attempt to maximize the prices obtained for the Shares sold.

13. Each of the Plans will automatically terminate on the earliest to occur of:

(a) 4:00 p.m. (Eastern time) on March 31, 2010 or February 28, 2011, depending on the particular Plan;

(b) The date on which all of the Shares subject to the Plan have been disposed of;

(c) The date when all Dispositions set forth in the schedules to the Plan have been completed;

(d) Three business days following the date upon which the Plan participant provides written notice to the Broker and notice to the public by way of filing on the System for Electronic Disclosure for Insiders (SEDI) providing reasons for such termination and including a representation that the Plan participant is not aware of any material non-public information about RIM and/or the securities of RIM and has no knowledge of a material fact, material change or privileged information (as defined under applicable Canadian securities laws) with respect to RIM or any securities of RIM that has not been generally disclosed.

(e) The date on which the Broker's investment advisor responsible for executing the Plan receives notice of (i) a publicly announced take-over bid or tender or exchange offer with respect to the Shares or merger, amalgamation, arrangement, acquisition, reorganization, recapitalization or comparable transaction affecting the securities of RIM as a result of which the Shares are to be exchanged or converted into cash and/or securities of another entity, or (ii) the commencement or impending commencement of any proceedings in respect of or triggered by the bankruptcy or insolvency of the Plan participant or (iii) in the case of the Insider's Plan, the death or mental incapacity of the Insider; and

(f) 9:30 a.m. (Eastern time) on the date which is the 61st day after the Insider's employment at RIM has ceased for any reason.

14. A Plan participant may amend or modify a Plan only upon the prior written consent of the Broker and RIM and upon notice to the public by way of public filing on SEDI providing reasons for such amendment or modification. Such notice to the public must include a representation that the Plan participant is not aware of any material non-public information about RIM and/or the securities of RIM and has no knowledge of a material fact, material change or privileged information with respect to RIM or any securities of RIM that has not been generally disclosed.

15. In the event of a modification or amendment of a Plan, no Dispositions shall be effected during the thirty days immediately following such amendment or modification, other than Dispositions already provided for in the Plan prior to such amendment or modification.

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 the Insider shall file a report, in the form prescribed for insider trading reports under the Legislation, disclosing on a transaction-by-transaction basis or in acceptable summary form (as such term is defined in National Instrument 55-101 Insider Reporting Exemptions):

(a) all Dispositions of Shares under the Plans that have not been previously disclosed by or on behalf of the Insider during a calendar year within 90 days of the end of the calendar year; and

(b) all related acquisitions of control or direction over Shares as a result of donations of Shares to the Lazaridis Foundation under the Plans that have not been previously disclosed by or on behalf of the Insider during a calendar year within 90 days of the end of the calendar year.

Maxim Power Corp.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Exemption granted to reporting issuer (Company A) from requirement to include historical financial statements of another reporting issuer (Company B) in Company A's information circular in connection with restructuring transaction under which securities are to be exchanged -- As part of transaction, Company A will vertically amalgamate into Company B through plan of arrangement and shareholders of Company A will receive shares of amalgamated corporation (the resulting reporting issuer).

Business purpose of transaction is for Company A to acquire certain tax assets of Company B -- Company B in default of continuous disclosure obligations under securities legislation -- Company B under Companies' Creditors Arrangement Act (CCAA) protection -- Company B recently disposed of substantially all of its assets, except for tax assets -- In connection with transaction, CCAA court order will extinguish liabilities of Company B and shareholders of Company B will have their shares cancelled for nil consideration.

Business, directors and management of resulting reporting issuer immediately after completion of transaction will be substantially the same as Company A's business, directors and management immediately before completion of transaction -- Exemption granted on condition that Company A's circular include alternative financial disclosure in respect of Company B.

Applicable Legislative Provisions

National Instrument 51-102 Continuous Disclosure Obligations, ss. 9.1(2)(a), 13.1.

Form 51-102F5 Information Circular , item 14.2.

Citation: Maxim Power Corp., Re, 2010 ABASC 24

January 25, 2010

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ALBERTA AND ONTARIO

(THE JURISDICTIONS)

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

MAXIM POWER CORP.

(MAXIM OR THE FILER)

DECISION

Background

The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Maker) has received an application (the Application) from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) exempting the Filer from the requirement under the Legislation to provide:

(a) financial statement disclosure with respect to EarthFirst Canada Inc. (EarthFirst) for the years ended December 31, 2007 and 2008 and the nine months ended September 30, 2009 and September 30, 2008 (the Financial Statements);

(b) a pro forma income statement of New Maxim (as defined herein) that gives effect to the Business Combination (as defined herein) as if it had taken place at the beginning of that financial year, for each of the following financial periods: (A) the financial year ended December 31, 2008; and (B) the interim period ended September 30, 2009;

(c) a pro forma balance sheet of New Maxim that gives effect to the Business Combination as at September 30, 2009; and

(d) pro forma earnings per share based on the pro forma financial statements referred to in paragraph (b) above (collectively the Pro Forma Financial Statements),

in the management information circular (the Circular) to be prepared by the Filer and delivered to the holders (Maxim Shareholders) of shares (Maxim Shares) of Maxim in connection with a special meeting of Maxim Shareholders expected to be held on March 2, 2010 to consider the Business Combination (as defined herein) provided the Filer includes the Alternative Financial Disclosure (as defined herein) in the Circular (the Requested Relief).

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

(a) the Alberta Securities Commission is the principal regulator for the application;

(b) the Filer has provided notice that Subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia; and

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

Interpretation

Terms defined in National Instrument 14-101 Definitions and MI 11-102 Passport System 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:

Maxim

1. Maxim is a corporation incorporated pursuant to the provisions of the Business Corporations Act (Alberta) (ABCA). The principal office of Maxim is located in Calgary, Alberta.

2. Maxim is an independent power producer, which acquires or develops, owns and operates innovative and environmentally responsible power projects. Maxim currently owns and operates 39 power plants in western Canada, United States and France, having 788 MW of electric and 137 MW of thermal net generating capacity.

3. Maxim is a reporting issuer or the equivalent under the securities legislation of British Columbia, Alberta and Ontario. To its knowledge, Maxim is not in default of securities legislation in any jurisdiction of Canada.

4. The Maxim Shares are listed on the Toronto Stock Exchange (TSX) under the symbol "MXG".

5. Maxim has filed an "AIF" and has "current annual financial statements" (as such terms are defined in National Instrument 44-101 Short Form Prospectus Distributions (NI 44-101) for the financial year ended December 31, 2008.

EarthFirst

6. EarthFirst is a corporation incorporated under the Canada Business Corporations Act (CBCA). The principal office of EarthFirst is located in Calgary, Alberta.

7. EarthFirst is engaged in the business of wind energy project development. EarthFirst acquired a number of projects since its incorporation on December 8, 2004. The Dokie Project (as defined herein) was the first project EarthFirst attempted to develop.

8. EarthFirst is a reporting issuer in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Québec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland.

9. The common shares of EarthFirst are suspended from trading on the TSX and not otherwise listed or posted for trading on any exchange or quotation and trading reporting system.

10. Prior to the Business Combination (as defined herein), all of EarthFirst's liabilities will be extinguished with respect to EarthFirst by a court order (CCAA Order) under the Companies' Creditor Arrangement Act (CCAA).

11. EarthFirst's liabilities materially exceed its assets prior to the CCAA Order.

CCAA Proceedings

12. Pursuant to an initial order granted by the Alberta Court of Queen's Bench (the Court) on November 4, 2008, EarthFirst was granted protection from its creditors pursuant to the provisions of the CCAA by way of a stay of proceedings. With respect to the Business Combination, the Court has ordered that holders of securities of EarthFirst shall not be entitled to vote on the transactions contemplated by the Arrangement Agreement (as defined herein) and shall not be entitled to the right to dissent with respect to the transactions contemplated by the Arrangement Agreement notwithstanding any applicable provisions of the Canada Business Corporations Act or any other applicable law. It is anticipated that EarthFirst will not be discharged under the CCAA until immediately prior to closing of the Business Combination.

Potential Business Combination

13. Maxim has proposed entering into a business combination with Maxim, EarthFirst and 1494423 Alberta Ltd. (EarthFirst Subco) (the Business Combination).

14. In connection with the Business Combination, on October 7, 2009, Maxim, EarthFirst and EarthFirst Subco entered into an arrangement agreement dated October 7, 2009 (the Arrangement Agreement) to implement a plan of arrangement (the Plan of Arrangement) under Section 193 of the ABCA.

15. The Arrangement Agreement is subject to certain conditions including completion of the transactions contemplated by the Asset Purchase Agreement, as amended, dated May 20, 2009 (the Dokie Agreement) between EarthFirst and GE Energy Financial Services Company, whereby GE Energy Financial Services Company agreed to purchase assets relating to the Dokie Project of EarthFirst (the Dokie Project). The transactions contemplated by the Dokie Agreement were completed on December 11, 2009.

16. Pursuant to the Plan of Arrangement, Maxim will make an investment (the EarthFirst Investment) in EarthFirst of $5,000,000, subject to adjustment in accordance with the Arrangement Agreement, and the EarthFirst Investment and all of the property and assets of EarthFirst immediately prior to the effective time of the Business Combination whether real or personal, tangible or intangible, of every kind and description and wheresoever situate, but excluding the assets that comprise EarthFirst's Buffalo Atlee wind energy development project (the Project Assets) and books and records, shall be transferred, assigned and conveyed for and on behalf of the creditors and shareholders of EarthFirst on an "as is where is" basis and without any recourse to EarthFirst whatsoever.

17. Subject to certain conditions, Maxim has agreed in the Arrangement Agreement to provide funding to EarthFirst during proceedings under the CCAA by way of a loan of up to $500,000 (the Expenses Loan). Any amounts outstanding under the Expenses Loan at the time of completion of the Business Combination would reduce Maxim's obligation to advance the EarthFirst Investment to EarthFirst in connection with the completion of the Business Combination.

18. Prior to the Business Combination, all of EarthFirst's liabilities would be extinguished with respect to EarthFirst by the CCAA Order.

19. Pursuant to the Plan of Arrangement, Maxim will be amalgamated with EarthFirst Subco, a wholly owned subsidiary of EarthFirst, and the entity resulting from such amalgamation will be amalgamated with EarthFirst (with the entity resulting from such amalgamation being named Maxim Power Corp. and being referred to herein as New Maxim). Pursuant to the Plan of Arrangement, all Maxim Shares will be exchanged, indirectly, on a one-for-one basis for common shares of New Maxim and such common shares will have the same rights and privileges as the Maxim Shares. All securities of EarthFirst outstanding immediately prior to implementation of the Plan of Arrangement will be cancelled for nil consideration pursuant to the Plan of Arrangement.

20. Following the completion of the Business Combination: (i) the business of New Maxim would be the current business of Maxim; (ii) New Maxim would be the successor to Maxim; and (iii) the common shares of New Maxim would, subject to approval by the TSX, be listed on the TSX.

21. The proposed Business Combination will constitute a "restructuring transaction" under National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) for Maxim.

22. Pursuant to Maxim's constating documents and applicable corporate and securities laws, the Business Combination must be approved by two-thirds of the votes cast by the Maxim Shareholders entitled to vote in person or by proxy at the special meeting of Maxim Shareholders. The special meeting is anticipated to take place on March 2, 2010 and the Circular is expected to be mailed in early February 2010 subject to receipt of the Requested Relief.

Financial Statements in the Circular

23. Pursuant to Section 14.2 of Form NI 51-102F5 Information Circular (the Circular Form) of NI 51-102 (which requires compliance with National Instrument 41-101 General Prospectus Requirements (NI 41-101) and therefore with Form 41-101F1 Information Required in a Prospectus (the Prospectus Form)), Maxim is required to include the Financial Statements and Pro Forma Financial Statements in the Circular.

24. Other than Financial Statements and Pro Forma Financial Statements, the Circular will contain disclosure in accordance with the Circular Form and the Prospectus Form and will contain:

(a) audited statements of income, retained earnings and cash flows for each of the years ended December 31, 2008 and 2009 and audited balance sheets as at December 31, 2008 and 2009 in respect of the Project Assets and unaudited statements of income, retained earnings and cash flows for the interim period ended September 30, 2009 and unaudited balance sheet as at September 30, 2009 in respect of the Project Assets;

(b) a pro forma income statement of New Maxim that gives effect to the Business Combination as if it had taken place at the beginning of that financial year and prepared on the basis that, at each relevant time, the only assets of EarthFirst were the Project Assets and the only liabilities of EarthFirst were those related to the Project Assets, for each of the following financial periods: (A) the financial year ended December 31, 2008; and (B) the interim period ended September 30, 2009; and

(c) a pro forma balance sheet of New Maxim that gives effect to the Business Combination as at September 30, 2009 and prepared on the basis that, at this date, the only assets of EarthFirst were the Project Assets and the only liabilities of EarthFirst were those related to the Project Assets;

(the disclosure referenced in paragraphs 24(a) through (c) above being referred to herein as the Alternative Financial Disclosure).

25. After the sale of the Dokie Project pursuant to the Dokie Agreement and the CCAA Order, EarthFirst will only have assets of nominal value and no liabilities. The Project Assets comprise a very immaterial portion of the assets of EarthFirst prior to giving effect to such transactions (less than 1% of the total assets of EarthFirst excluding certain tax attributes based on the June 30, 2008 interim financial statements, which are the last available interim financial statements of EarthFirst, and based on the last offer received by EarthFirst from an arms' length party earlier this year would be worth approximately $65,000).

26. No income has ever been generated by EarthFirst from the Project Assets and, immediately upon completion of the Business Combination, New Maxim will not be subject to any liabilities or obligations, current, future, contingent or otherwise, in respect of the Project Assets.

27. The Project Assets are at such a state that Maxim would have to make significant investment in wind power generating infrastructure before being able to generate income from the project, but in any event, Maxim would not be able to generate income until at least November 30, 2012, the current proposed date the Alberta Electrical System Operator will complete the electrical interconnection.

28. Historical entity level financial statements that would reflect only EarthFirst's former operations and primarily information related to or derived from the Dokie Project would not assist Maxim Shareholders with their assessment of the business that would be carried on by New Maxim on completion of the Business Combination and are likely to be misleading or confusing to Maxim Shareholders as New Maxim will have no interest in the Dokie Project.

Decision

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

The decision of the Decision Makers under the Legislation is that the Requested Relief is granted provided that the Filer includes in the Circular the Alternative Financial Disclosure.

Student Transportation of America ULC -- s. 1(10)

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- application for an order that the issuer is not a reporting issuer.

Ontario Statutes

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

January 26, 2010

Dear Sirs/Mesdames:

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

As the Applicant has represented to the Decision Makers that:

(a) 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;

(b) 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;

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

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

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

IMG International Inc. et al. -- ss. 127(1), 127(8)

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

IMG INTERNATIONAL INC.,

INVESTORS MARKETING GROUP

INTERNATIONAL INC. AND MICHAEL SMITH

ORDER

(Sections 127(1) & 127(8) of the Securities Act)

WHEREAS on June 11, 2009, the Ontario Securities Commission (the "Commission") issued a temporary cease trade order (the "Temporary Order") pursuant to sections 127(1) and 127(5) of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act") ordering that all trading in securities by IMG International Inc./Investors Marketing Group International Inc. ("IMG") and Michael Smith ("Smith") shall cease;

AND WHEREAS on June 11, 2009, the Commission ordered that the Temporary Order shall expire on the 15th day after its making unless extended by order of the Commission;

AND WHEREAS on June 19, 2009, the Commission issued a Notice of Hearing to consider, among other things, the extension of the Temporary Order, to be held on June 24, 2009 at 10:00 a.m;

AND WHEREAS the Commission held a Hearing on June 24, 2009, where counsel for Staff attended but no one attended for IMG or Smith before the Commission;

AND WHEREAS on June 24, 2009 the Commission made an order extending the Temporary Order until October 7, 2009 and adjourning the hearing to October 6, 2009;

AND WHEREAS the Commission held a Hearing on October 6, 2009, where counsel for Staff attended but no one attended for IMG or Smith before the Commission;

AND WHEREAS Staff advised that it has received a voice mail from Smith, and has served the applicable materials on the respondents to the email address provided by Smith, but has had no substantive contact with Smith or IMG;

AND WHEREAS the Commission is satisfied that Staff has taken reasonable steps to give notice of the hearing to the respondents;

AND WHEREAS on October 6, 2009, the Commission extended the Temporary Order to December 10, 2009, and adjourned the hearing to December 9, 2009;

AND WHEREAS the Commission held a Hearing on December 9, 2009, where counsel for Staff attended in person and the respondents did not attend;

AND WHEREAS Counsel for Staff advised that proceedings would likely be commenced prior to January 7, 2010;

AND WHEREAS on December 9, 2009, the Commission extended the Temporary Order to January 8, 2010, and adjourned the hearing to January 7, 2010;

AND WHEREAS the Commission held a Hearing on January 7, 2010, where counsel for Staff attended in person and the respondents did not attend;

AND WHEREAS Staff advised that the commencement of proceedings had been delayed by virtue of continued discussion with a potential respondent;

AND WHEREAS on January 7, 2010, the Commission extended the Temporary Order to January 25, 2010, and adjourned the hearing to January 22, 2010;

AND WHEREAS the Commission held a Hearing on January 22, 2010, where counsel for Staff attended in person and the respondents did not attend;

AND WHEREAS Staff advised that the respondents, although on notice of the proceeding, including a copy of the Order made by the Commission on January 7, 2010, have not further communicated with Staff since Smith sent an email to Staff on July 6, 2009;

AND WHEREAS Staff advised that Staff have filed a Statement of Allegations dated January 18, 2010 and the Commission has issued a Notice of Hearing dated January 18, 2010;

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

AND WHEREAS pursuant to section 127(8) satisfactory information has not been provided to the Commission by any of the respondents;

IT IS HEREBY ORDERED pursuant to section 127(8) that the Temporary Order is extended to the end of the hearing on the merits;

IT IS FURTHER ORDERED that the hearing is adjourned to January 28, 2010 at 10:00 a.m.

DATED at Toronto this 22nd day of January 2010.

"Carol S. Perry"

Nest Acquisitions and Mergers and Caroline Frayssignes -- ss. 127(1), 127(8)

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

NEST ACQUISITIONS AND MERGERS AND

CAROLINE FRAYSSIGNES

ORDER

(Sections 127(1) & 127(8) of the Securities Act)

WHEREAS on April 8, 2009, the Ontario Securities Commission (the "Commission") issued a temporary cease trade order (the "Temporary Order") pursuant to sections 127(1) and 127(5) of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act") ordering that all trading in securities by Nest Acquisitions and Mergers ("Nest") and Caroline Frayssignes ("Frayssignes") shall cease;

AND WHEREAS on April 8, 2009, the Commission ordered that the Temporary Order shall expire on the 15th day after its making unless extended by order of the Commission;

AND WHEREAS on April 15, 2009, the Commission issued a Notice of Hearing to consider, among other things, the extension of the Temporary Order, to be held on April 22, 2009 at 2:00 p.m;

AND WHEREAS Staff served Nest and Frayssignes with the Notice of Hearing on April 16, 2009 by sending a copy by email to counsel for Nest and Frayssignes;

AND WHEREAS the Commission held a Hearing on April 22, 2009 and counsel for Staff and an agent for counsel for the respondents attended before the Commission;

AND WHEREAS counsel for Staff provided the Commission with a signed consent to an order extending the Temporary Order until May 21, 2009;

AND WHEREAS on April 22nd, 2009, a panel of the Commission ordered, pursuant to subsection 127(8) of the Act, that the Temporary Order be extended as against the respondents to May 22, 2009 and that the hearing be adjourned to May 21, 2009 at 2:00 p.m.;

AND WHEREAS the Commission held a Hearing on May 21, 2009, in writing, and counsel for Staff and counsel for the respondents consented to an order extending the Temporary Order until June 17th, 2009 and adjourning the Hearing until June 16th, 2009 at 2:00 p.m.;

AND WHEREAS the Commission held a Hearing on June 16, 2009, where counsel for Staff and counsel for the respondents attended in person and consented to an order extending the Temporary Order until October 7, 2009 and adjourning the hearing to October 6, 2009;

AND WHEREAS on June 16, 2009 the Commission ordered pursuant to subsection 127(8) of the Act, that the Temporary Order be extended as against the respondents to October 7, 2009 and that the hearing be adjourned to October 6, 2009;

AND WHEREAS the Commission held a Hearing on October 6, 2009, where counsel for Staff and counsel for the respondents attended in person and consented to an order extending the Temporary Order to December 10, 2009 and adjourning the hearing to December 9, 2009;

AND WHEREAS the Commission held a Hearing on December 9, 2009, where counsel for Staff attended in person and counsel for the respondents did not attend.

AND WHEREAS Counsel for Staff advised that proceedings would likely be commenced prior to January 7, 2010;

AND WHEREAS the parties consented to an order extending the Temporary Order to January 8, 2010 and adjourning the hearing to January 7, 2010 at 10:00 a.m.;

AND WHEREAS on December 9, 2009, the Commission extended the Temporary Order to January 8, 2010, and adjourned the hearing to January 7, 2010;

AND WHEREAS the Commission held a Hearing on January 7, 2010, where counsel for Staff attended in person and the respondents, although on notice of the hearing, did not attend;

AND WHEREAS Staff advised that the commencement of proceedings had been delayed by virtue of continued discussion with a potential respondent;

AND WHEREAS on January 7, 2010, the Commission extended the Temporary Order to January 25, 2010, and adjourned the hearing to January 22, 2010;

AND WHEREAS the Commission held a Hearing on January 22, 2010, where counsel for Staff attended in person and the respondents did not attend;

AND WHEREAS Staff advised that Staff have filed a Statement of Allegations dated January 18, 2010 and the Commission has issued a Notice of Hearing dated January 18, 2010;

AND WHEREAS Staff advised that the respondents consent to an order extending the Temporary Order until the end 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;

AND WHEREAS pursuant to section 127(8) satisfactory information has not been provided to the Commission by any of the respondents;

IT IS HEREBY ORDERED pursuant to section 127(8) that the Temporary Order is extended to the end of the hearing on the merits;

IT IS FURTHER ORDERED that the hearing is adjourned to January 28, 2010 at 10:00 a.m.

DATED at Toronto this 22nd day of January 2010.

"Carol S. Perry"

IBK Capital Corp. and William F. White -- 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

IBK CAPITAL CORP. AND WILLIAM F. WHITE

ORDER

(Sections 127 and 127.1)

WHEREAS on November 12, 2009, the Commission issued 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") accompanied by a Statement of Allegations dated November 12, 2009;

AND WHEREAS on November 12, 2009 counsel for the Respondents, IBK Capital Corp. ("IBK") and William F. White ("White") were served with the Notice of Hearing and Statement of Allegations;

AND WHEREAS on December 2, 2009, a hearing was held before the Commission and the Commission ordered that the hearing be adjourned to January 20, 2010;

AND WHEREAS on January 20, 2010, a hearing was held before the Commission;

AND WHEREAS Staff of the Commission and counsel for the respondents advised the Commission that they were agreeable to scheduling a pre-hearing conference on April 8, 2010;

IT IS ORDERED THAT a pre-hearing conference shall take place on April 8, 2010 at 10:00 a.m.

DATED at Toronto this 20th day of January, 2010

"David L. Knight"

Chapter 4 -- Cease Trading Orders

Temporary, Permanent & Rescinding Issuer Cease Trading Orders

THERE ARE NO ITEMS FOR THIS WEEK.

Temporary, Permanent & Rescinding Management Cease Trading Orders

THERE ARE NO ITEMS FOR THIS WEEK.

Outstanding Management & Insider Cease Trading Orders

Chapter 8 -- Notice of Exempt Financings

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

Chapter 11 -- IPOs, New Issues and Secondary Financings

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #1525212

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #1525659

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #1526152

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #1526160

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #1526890

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #1525739

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #1526780

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #1526478

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #1526404

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #1525669

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #1527139

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #1526166

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #1527206

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #1526229

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #1526231

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #1526992

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #1525697

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #1526969

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #1526750

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #1525440

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #1526042

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #1513451

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #1526422

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #1524006

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #1523514

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #1513485

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #1524393

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #1514378

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #1518478

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #1517830

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #1507366

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #1516131

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #1414724

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #1414716

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #1513073

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #1514053

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #1515861

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #1524866

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #1522670

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #1526042

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #1516094

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #1417382

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #1524440

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

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #1519109

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

Chapter 12 -- Registrations

Registrants

Chapter 13 -- SROs, Marketplaces and Clearing Agencies

MFDA Issues Notice of Settlement Hearing Regarding Carmine Mazzotta

NEWS RELEASE

For immediate release

MFDA ISSUES NOTICE OF SETTLEMENT HEARING

REGARDING CARMINE MAZZOTTA

January 20, 2010 (Toronto, Ontario) -- The Mutual Fund Dealers Association of Canada ("MFDA") today announced that it has issued a Notice of Settlement Hearing regarding the presentation, review and consideration of a proposed settlement agreement by a Hearing Panel of the MFDA's Central Regional Council.

The settlement agreement will be between staff of the MFDA and Carmine Mazzotta (the "Respondent") and involves matters for which the Respondent may be disciplined by a Hearing Panel pursuant to MFDA By-laws. The proposed settlement agreement concerns allegations that, contrary to MFDA Rules, the Respondent:

a) contravened the directions of the Member with respect to the referral or sale of an investment product;

b) engaged in securities related business that was not carried on for the account of the Member and through the facilities of the Member; and

c) carried on a dual occupation that was not disclosed to and approved by the Member.

The settlement hearing is scheduled to commence at 10:00 a.m. (Eastern) on January 22, 2010 in the Hearing Room at the MFDA offices located at 121 King Street West, Suite 1000, Toronto, Ontario. The settlement hearing will be open to the public, except as may be required for the protection of confidential matters. A copy of the Notice of Settlement Hearing is available on the MFDA website at www.mfda.ca.

The MFDA is the self-regulatory organization for Canadian mutual fund dealers, regulating the operations, standards of practice and business conduct of its 141 Members and their approximately 75,000 Approved Persons with a mandate to protect investors and the public interest.

For further information, please contact:

MFDA Reschedules Hearing on the Merits in the Matter of Brian Nerdahl

NEWS RELEASE

For immediate release

MFDA RESCHEDULES HEARING ON THE MERITS

IN THE MATTER OF BRIAN NERDAHL

January 21, 2010 (Toronto, Ontario) -- The Mutual Fund Dealers Association of Canada ("MFDA") commenced a disciplinary proceeding against Brian Edward Mark Nerdahl by Notice of Hearing dated March 25, 2008.

An appearance took place in this proceeding today by teleconference before a three-member Hearing Panel of the MFDA's Central Regional Council.

The hearing of this matter on its merits has been rescheduled to take place before the Hearing Panel on June 14-15, 2010 commencing at 10:00 a.m. (Eastern), or as soon thereafter as the hearing can be held, in the Hearing Room located at the offices of the MFDA at 121 King Street West, Suite 1000, Toronto, Ontario. The hearing will be open to the public, except as may be required for the protection of confidential matters.

A copy of the Notice of Hearing is available on the MFDA website at www.mfda.ca.

The MFDA is the self-regulatory organization for Canadian mutual fund dealers, regulating the operations, standards of practice and business conduct of its 141 Members and their approximately 75,000 Approved Persons with a mandate to protect investors and the public interest.

For further information, please contact:

MFDA Hearing Panel Issues Reasons for Decision with Respect to Mark Kricievski Settlement Hearing

NEWS RELEASE

For immediate release

MFDA HEARING PANEL ISSUES REASONS

FOR DECISION WITH RESPECT TO

MARK KRICIEVSKI SETTLEMENT HEARING

January 21, 2010 (Toronto, Ontario) -- A Hearing Panel of the Central Regional Council of the Mutual Fund Dealers Association of Canada ("MFDA") has issued its Reasons for Decision in connection with the Settlement Hearing held in Toronto, Ontario on December 15, 2009 in the matter of Mark Kricievski.

A copy of the Reasons for Decision is available on the MFDA website at www.mfda.ca.

The MFDA is the self-regulatory organization for Canadian mutual fund dealers, regulating the operations, standards of practice and business conduct of its 141 Members and their approximately 75,000 Approved Persons with a mandate to protect investors and the public interest.

For further information, please contact:

MFDA Issues Notice of Hearing Regarding Douglas Bryan Ruemper

NEWS RELEASE

For immediate release

MFDA ISSUES NOTICE OF HEARING

REGARDING DOUGLAS BRYAN RUEMPER

January 21, 2010 (Toronto, Ontario) -- The Mutual Fund Dealers Association of Canada ("MFDA") today announced that it has commenced disciplinary proceedings against Douglas Bryan Ruemper (the "Respondent").

MFDA staff alleges in its Notice of Hearing that the Respondent engaged in the following conduct contrary to the By-laws, Rules or Policies of the MFDA:

Allegation 1: Between April 27, 2005 and October 1, 2007, the Respondent engaged in personal financial dealings with client WA by paying him $29,000 purportedly on account of investments made by client WA, thereby creating a conflict or potential conflict of interest between the Respondent and client WA which the Respondent failed to address by the exercise of responsible business judgment influenced only by the best interests of client WA, contrary to MFDA Rules 2.1.4 and 2.1.1.

Allegation 2: Between April 27, 2005 and November 16, 2007, the Respondent failed to report to the Member complaints from client WA with respect to client WA's investment in an outside business activity and offered to pay client WA $10,000 to settle a client complaint without the prior written consent of the Member, contrary to MFDA Rule 1.2.5(b), MFDA Policy No. 3, MFDA Policy No. 6 and MFDA Rule 2.1.1.

Allegation 3: Between April 2, 2004 and December 4, 2007, the Respondent had and continued in 12 gainful occupations that were not disclosed to and approved by the Member, contrary to MFDA Rules 1.2.1(d) and 2.1.1.

Allegation 4: From December 1, 2004 to June 6, 2006, the Respondent engaged in securities related business that was not carried on for the account of the Member and through the facilities of the Member by selling or facilitating the sale of $105,000 of shares of two companies in which the Respondent had an interest to five clients, contrary to MFDA Rules 1.1.1 and 2.1.1.

Allegation 5: By engaging in the conduct described in Allegation #4, the Respondent failed to ensure that a conflict or potential conflict of interest between his interests and those of the five clients were addressed by the exercise of responsible business judgment influenced only by the best interests of the clients, contrary to MFDA Rules 2.1.4 and 2.1.1

Allegation 6: Between April 2, 2004 and December 4, 2007, the Respondent failed to comply with the Member's policies and procedures by:

a. providing a false response to the Member's Compliance Checklist on March 29, 2004 to enable him to commence acting as an Approved Person effective April 2, 2004; and

b. thereafter engaging in the conduct described in Allegations #3, #4 and #5 in contravention of the Member's policies and procedures;

contrary to MFDA Rules 1.1.2 and 2.5.1 and MFDA Rule 2.1.1.

The first appearance in this matter will take place by teleconference before a Hearing Panel of the MFDA's Pacific Regional Council on February 25, 2010 at 10:00 a.m. (Pacific), or as soon thereafter as the appearance can be held, in the hearing room at the MFDA offices located at 650 West Georgia Street, Suite 1220, Vancouver, British Columbia.

The purpose of the first appearance is to schedule the date for the commencement of the hearing of this matter on its merits and to address any other procedural matters and will be open to the public, except as may be required for the protection of confidential matters.

A copy of the Notice of Hearing is available on the MFDA website at www.mfda.ca.

The MFDA is the self-regulatory organization for Canadian mutual fund dealers, regulating the operations, standards of practice and business conduct of its 141 Members and their approximately 75,000 Approved Persons with a mandate to protect investors and the public interest.

For further information, please contact:

MFDA Hearing Panel Issues Reasons for Decision with Respect to IOCT Financial Inc. and Michelle Anne Bolhuis Settlement Hearing

NEWS RELEASE

For immediate release

MFDA HEARING PANEL ISSUES REASONS

FOR DECISION WITH RESPECT TO

IOCT FINANCIAL INC. AND

MICHELLE ANNE BOLHUIS SETTLEMENT HEARING

January 21, 2010 (Toronto, Ontario) -- A Hearing Panel of the Central Regional Council of the Mutual Fund Dealers Association of Canada ("MFDA") has issued its Reasons for Decision in connection with the Settlement Hearing held in Toronto, Ontario on December 9, 2009 in the matter of IOCT Financial Planning Inc. and Michelle Anne Bolhuis.

A copy of the Reasons for Decision is available on the MFDA website at www.mfda.ca

The MFDA is the self-regulatory organization for Canadian mutual fund dealers, regulating the operations, standards of practice and business conduct of its 141 Members and their approximately 75,000 Approved Persons with a mandate to protect investors and the public interest.

For further information, please contact:

MFDA Hearing Panel Approves Settlement Agreement with Carmine Mazzotta

NEWS RELEASE

For immediate release

MFDA HEARING PANEL APPROVES

SETTLEMENT AGREEMENT WITH

CARMINE MAZZOTTA

January 22, 2010 (Toronto, Ontario) -- A Settlement Hearing in the matter of Carmine Paul Mazzotta (the "Respondent") was held today in Toronto, Ontario before a Hearing Panel of the Central Regional Council of the Mutual Fund Dealers Association of Canada (the "MFDA").

The Hearing Panel accepted the Settlement Agreement between the Respondent and MFDA Staff, as a consequence of which:

(a) the Respondent agreed to rebate to each individual who purchased Portus Alternative Asset Management Inc. ("Portus") investment products through the Respondent or his companies, Innovative Financial Group Inc. and Corporate Optimization Strategies Inc., the total amount of compensation that the Respondent or his companies retained from Portus in respect of such purchases;

(b) the authority of the Respondent to conduct securities related business while in the employ of, or associated with, a Member of the MFDA shall be suspended for a period of 3 months commencing on June 1, 2010, provided that the Respondent complies with the requirements of (a) above;

(c) if the Respondent fails to comply with the provisions of (a) above, the authority of the Respondent to conduct securities related business while in the employ of, or associated with, a Member of the MFDA shall be suspended until such time as the Respondent can demonstrate to the satisfaction of MFDA Staff that he has complied with the provisions of (a) above;

(d) the Respondent shall pay costs to the MFDA in the amount of $2,500; and

(e) the Respondent agrees that in the future he will comply with MFDA Rules 1.1.1(a) and 1.2.1(d) and he will comply with policies, procedures and written directions of the Member.

In the Settlement Agreement, the Respondent admitted that between January 2004 and January 2005, he engaged in securities related business that was not carried on for the account of the Member and through the facilities of the Member by selling, referring or facilitating the sale of approximately $3.46 million of Portus investment products to approximately 31 clients, contrary to MFDA Rules 1.1.1(a) and 2.1.1.

The Respondent also admitted that between June 3, 2004 and January 2005, he contravened the Member's written direction, dated June 3, 2004, that he refrain from selling, referring or facilitating the sale of Portus investment products to clients, contrary to MFDA Rules 1.1.2 ad 2.5.1 and MFDA Rule 2.1.1.

He further admitted that between January 30, 2004 and January 2005, he carried on a dual occupation that was not disclosed to and approved by the Member by incorporating and operating a company for processing sales and referrals of Portus investment products, contrary to MFDA Rules 1.2.1(d) and 2.1.1.

A copy of the Settlement Agreement, containing more particulars with respect to the terms of settlement than reproduced herein, is available on the MFDA website at www.mfda.ca.

The MFDA is the self-regulatory organization for Canadian mutual fund dealers, regulating the operations, standards of practice and business conduct of its 144 Members and their approximately 75,000 Approved Persons with a mandate to protect investors and the public interest.

For further information, please contact:

MFDA Sets Date for Calogero Arcuri Hearing in Toronto, Ontario

NEWS RELEASE

For immediate release

MFDA SETS DATE FOR CALOGERO ARCURI

HEARING IN TORONTO, ONTARIO

January 25, 2010 (Toronto, Ontario) -- The Mutual Fund Dealers Association of Canada ("MFDA") commenced disciplinary proceedings in respect of Calogero (Charlie) Arcuri by Notices of Hearing dated February 5, 2008 and October 23, 2009.

As specified in the Notice of Hearing issued on October 23, 2009, an appearance in this matter took place today before a Hearing Panel of the MFDA's Central Regional Council.

The hearing of this matter on its merits has been scheduled to take place on June 25, 2010, commencing at 10:00 a.m. (Eastern), or as soon thereafter as the hearing can be held, in the Hearing Room at the offices of the MFDA located at 121 King Street West, Suite 1000, Toronto, Ontario. The hearing will be open to the public, except as may be required for the protection of confidential matters.

Copies of the February 5, 2008 Notice of Hearing and the October 23, 2009 Notice of Hearing are available on the MFDA website at www.mfda.ca.

The MFDA is the self-regulatory organization for Canadian mutual fund dealers, regulating the operations, standards of practice and business conduct of its 141 Members and their approximately 75,000 Approved Persons with a mandate to protect investors and the public interest.

For further information, please contact:

MFDA Issues Notice of Settlement Hearing Regarding Alan Roy Kruss

NEWS RELEASE

For immediate release

MFDA ISSUES NOTICE OF SETTLEMENT

HEARING REGARDING ALAN ROY KRUSS

January 25, 2010 (Toronto, Ontario) -- The Mutual Fund Dealers Association of Canada ("MFDA") today announced that it has issued a Notice of Settlement Hearing regarding the presentation, review and consideration of a proposed settlement agreement by a Hearing Panel of the MFDA's Central Regional Council.

The settlement agreement will be between staff of the MFDA and Alan Roy Kruss (the "Respondent") and involves matters for which the Respondent may be disciplined by a Hearing Panel pursuant to MFDA By-laws. The proposed settlement agreement concerns allegations that between 2004 and 2006, the Respondent, while an Approved Person at two consecutive Members, engaged in securities related business that was not carried on for the account of the Member and through the facilities of the Member, contrary to MFDA Rule 1.1.1.

The settlement hearing is scheduled to commence at 10:00 a.m. (Eastern) on March 24, 2010 in the Hearing Room at the MFDA offices, 121 King Street West, Suite 1000, Toronto, Ontario. The hearing will be open to the public, except as may be required for the protection of confidential matters. A copy of the Notice of Settlement Hearing is available on the MFDA website at www.mfda.ca.

The MFDA is the self-regulatory organization for Canadian mutual fund dealers, regulating the operations, standards of practice and business conduct of its 141 Members and their approximately 75,000 Approved Persons with a mandate to protect investors and the public interest.

For further information, please contact:

MFDA Hearing Panel Issues Reasons for Decision with Respect to Cory Griffiths Settlement Agreement

NEWS RELEASE

For immediate release

MFDA HEARING PANEL ISSUES REASONS

FOR DECISION WITH RESPECT TO

CORY GRIFFITHS SETTLEMENT AGREEMENT

January 25, 2010 (Toronto, Ontario) -- A Hearing Panel of the Prairie Regional Council of the Mutual Fund Dealers Association of Canada (the "MFDA") has issued its Reasons for Decision in connection with the Settlement Hearing held in Calgary, Alberta on October 26, 2009 in the matter of Cory Edwin Griffiths.

A copy of the Reasons for Decision is available on the MFDA website at www.mfda.ca.

The MFDA is the self-regulatory organization for Canadian mutual fund dealers, regulating the operations, standards of practice and business conduct of its 141 Members and their approximately 75,000 Approved Persons with a mandate to protect investors and the public interest.

For further information, please contact:

Technical Amendments to CDS Procedures -- FINet Housekeeping Changes -- Notice of Effective Date

CDS CLEARING AND DEPOSITORY SERVICES INC.

(CDS^®)

TECHNICAL AMENDMENTS TO CDS PROCEDURES

Trade and Settlement Procedures, Chapter 5 -- FINet^®:

• Section 5.5.1 - Service option descriptions and considerations

• Section 5.5.3 -- Netting by account number

• Section 5.5.4 -- Netting by internal account number

• Section 5.5.5 -- Adding and modifying service options

• Section 5.5.6 -- Deleting service options

• Section 5.8.1 -- Failing to receive FINet buy-ins

• Section 5.9 -- Monitoring FINet trades

Participating in CDS Services, Chapter 7 -- Registering and Withdrawing from CDS Services -- Section 7.11.1 -- FINet service eligibility

CDS Forms:

• Start-up Package Checklist -- CDSX229

• FINet^® Service -- CDSX766

• CDS -- Online Services -- Support Service Eligibility Details -- Unit Functions CDSX799

NOTICE OF EFFECTIVE DATE

A. DESCRIPTION OF THE CDS PROCEDURE AMENDMENTS

Background

External procedures for FINet^® were originally provided for regulatory review on December 19, 2008 and FINet^® was implemented on April 27, 2009.

As a post-implementation housekeeping exercise, the FINet^® procedures were reviewed for accuracy and completeness and a number of amendments were identified through this review.

Description of Proposed Amendments

The following amendments are proposed to CDS's external procedures:

Trade and Settlement Procedures, Chapter 5 -- FINet^® - Section 5.5.1 -- Service option descriptions and considerations table:

• Remove the statement 'A roll-up indicator must be set to Y when the netting of original trades is governed by the account number contained within those trades' from the Roll-up service option row as the roll-up indicator may be set to Y or N

• Add the statement 'On value date, netted trades are placed on hold if the SCI indicator is set to N' to the SCI Intraday netting service option row to clarify when netted trades will be placed on hold

• Add the statement 'On value date, netted trades are placed on hold if the SCI indicator is set to N' to the SCI Post BNS netting service option row to clarify when netted trades will be placed on hold

• Add the statement 'with the roll-up indicator set to Y' to the Settlement Internal Account service option row to clarify that this condition must be met

• Remove the statement 'Participants who have multiple service option rows (i.e., netting at the internal account level) with zero net indicators set to Y and N, may have all their roll-up indicators set to Y. If any of the zero net indicators are set to N, all the non zero net service option row's roll-up indicators must be equal to Y' from the Zero Net service option row as all the non zero net service option row's roll-up indicators may be set to Y or N

• Add the statement 'Ensure that modifications or deletions to service options are correct before they are saved. These changes cannot always be undone immediately' to emphasize the importance of ensuring that changes are correct before they are saved

Trade and Settlement Procedures, Chapter 5 -- FINet^® - Section 5.5.3 -- Netting by account number:

• Add 'option row' to the end of the first sentence within the Effective Date row of the table for clarification purposes

Trade and Settlement Procedures, Chapter 5 -- FINet^® - Section 5.5.4 -- Netting by internal account number:

• Add 'option row' to the end of the first sentence within the Effective Date row of the table for clarification purposes

Trade and Settlement Procedures, Chapter 5 -- FINet^® - Section 5.5.5 -- Adding and modifying service options:

• Add the statement 'On value date, netted trades are placed on hold after the FINet intraday netting process is complete if the SCI indicator is set to N' to the SCI Intraday netting service option row to clarify when netted trades will be placed on hold

• Add the statement 'On value date, netted trades are placed on hold after the BNS/CNS process if the SCI indicator is set to N' to the SCI Post BNS netting service option row to clarify when netted trades will be placed on hold

• Add the statement 'Ensure that modifications or deletions to service options are correct before they are saved. These changes cannot always be undone immediately' to emphasize the importance of ensuring that changes are correct before they are saved

Trade and Settlement Procedures, Chapter 5 -- FINet^® - Section 5.5.6 -- Deleting service options:

• Add the statement 'Ensure that modifications or deletions to service options are correct before they are saved. These changes cannot always be undone immediately' to emphasize the importance of ensuring that changes are correct before they are saved

Trade and Settlement Procedures, Chapter 5 -- FINet^® - Section 5.8.1 -- Failing to receive FINet buy-ins:

• Add the word 'business' to statement 1b to specify business rather than calendar days

Trade and Settlement Procedures, Chapter 5 -- FINet^® - Section 5.9 -- Monitoring FINet trades:

• Add 'and files' to step #6

• Combine the 'FINet Trade Detail report (intraday)' bullet with the 'FINet Trade Detail report (end-of-day)' bullet

• Add the statement '(contains the same information as the FINet Trade Detail reports)' for clarification purposes

Participating in CDS Services, Chapter 7 -- Registering and Withdrawing from CDS Services -- Section 7.11.1 -- FINet service eligibility:

• The FINet Service form (CDSX766) is being replaced by the CDS Online Services form (CDSX799) as the FINet Service form is not required as the CDS -- Online Services -- Support Service Eligibility Details -- Unit Functions form provides the necessary information

The FINet trademark has been registered so, ™ is being replaced by ® on the CDS -- Online Services -- Support Service Eligibility Details -- Unit Functions form (CDSX799) and the CDS Start-up Package Checklist form (CDSX229).

The FINet Service form (CDSX766) is not required as the CDS -- Online Services -- Support Service Eligibility Details -- Unit Functions form (CDSX799) provides the necessary information.

The CDS Procedures marked for the amendments may be accessed at the CDS website at:

http://www.cds.ca/cdsclearinghome.nsf/Pages/-EN-blacklined?Open.

CDS Procedure Amendments are reviewed and approved by CDS's Strategic Development Review Committee ("SDRC"). The SDRC determines or reviews, prioritizes and oversees CDS-related systems development and other changes proposed by participants and CDS. The SDRC's membership includes representatives from the CDS Participant community and it meets on a monthly basis.

These amendments were reviewed and approved by the SDRC on December 17, 2009.

B. REASONS FOR TECHNICAL CLASSIFICATION

The amendments proposed pursuant to this Notice are considered technical amendments as they either pertain to matters of a technical nature in routine operating procedures and administrative practices relating to the settlement services or relate to the correction of spelling, punctuation, typographical or grammatical mistakes or inaccurate cross-referencing.

C. EFFECTIVE DATE OF THE CDS PROCEDURE AMENDMENT

Pursuant to Appendix A ("Rule Protocol Regarding The Review And Approval Of CDS Rules By The OSC") of the Recognition and Designation Order, as amended on November 1, 2006, and Annexe A ("Protocole d'examen et d'approbation des Règles de Services de Dépôt et de Compensation CDS Inc. par l'Autorité des marchés financiers") of AMF Decision 2006-PDG-0180, made effective on November 1, 2006, CDS has determined that the proposed amendments will become effective on a date subsequently determined by CDS, and as stipulated in the related CDS Bulletin.

D. QUESTIONS

Questions regarding this notice may be directed to:

Robert Argue

Senior Product Manager -- CDS Product Development

CDS Clearing and Depository Services Inc.

85 Richmond Street West

Toronto, Ontario M5H 2C9

Telephone: (416) 365-3887

Fax: (416) 365-0842

Email: rargue@cds.ca

Material Amendments to CDS Rules -- Issuance of Money Market Securities -- Notice and Request for Comment

CDS CLEARING AND DEPOSITORY SERVICES INC. ("CDS")

MATERIAL AMENDMENTS TO CDS RULES

ISSUANCE OF MONEY MARKET SECURITIES

NOTICE AND REQUEST FOR COMMENTS

A. DESCRIPTION OF THE PROPOSED CDS RULE AMENDMENTS

During 2009, CDS reviewed the processes for issuing, transferring and maintaining custody of money market securities in CDSX, and the roles and responsibilities of the participants acting as issuer agents. CDS has determined that the processes require updating, that additional controls and standards should be imposed on its internal processes and on participant issuer agents, and that new measures are required to ensure compliance with these controls and standards. System changes, and Rule and procedure amendments, are required to support these enhancements. The primary focus of the Rule amendments is the definition of participant roles and responsibilities with respect to eligible securities, and the imposition of standards for adequate internal controls and segregation of duties in the back-office operations of participants who undertake these roles.

B. NATURE AND PURPOSE OF THE PROPOSED CDS RULE AMENDMENTS

The amendments proposed pursuant to this Notice are considered material amendments as they describe the process by which a security becomes eligible for CDSX, authorize the release of material risk information and implement the new process for issuing, transferring and maintaining custody of money market securities through CDSX. The Rule amendments relating to particular topics are described in detail below.

(a) eligibility

A number of Rule amendments are proposed to clarify the process by which securities become eligible for CDSX, and the responsibility for ensuring such eligibility. The primary requirement for eligibility of a security is that there is competent legislation validating transactions effected through CDSX in that security. Such legislation includes the federal Depository Bills and Notes Act and the Securities Transfer Acts of Ontario and Quebec. CDS determines the eligibility of securities and may also make a particular security ineligible, for CDSX generally or for a particular service or function, even if it is of a type that is otherwise eligible. The Rules on eligibility of securities have been amended to reflect current practices, and to ensure that the Rules are consistent. (Rules 1.6.2 and 6.2.1)

The issuer agent for each newly deposited security makes representations and warranties as to the validity of the security (Rule 6.2.9). A new representation has been added, that there is competent legislation applicable to the new security. In addition, there is a representation ensuring the value of securities deposited, by providing that that the terms of the security do not discharge the issuer's obligation to pay the holder (CDS) if the issuer has put its paying agent in funds to make the payment, but the paying agent defaults before paying the holder. This representation was previously made by the issuer agent when confirming the ISIN of a new security; it is felt that it relates more directly to the representations on the validity of the security. (former Rule 2.5.3(c))

(b) release of material risk information

CDS is in the process of establishing criteria for the disclosure of otherwise confidential information to enable other participants, and CDS's regulators, to evaluate and respond to situations of potential risk. CDS has a general duty to preserve the confidentiality of any information concerning a participant (Rule 3.6.1), subject to specific exceptions (Rule 3.6.2). A new exception will be added, directed specifically to the release of information about material risk events. Such events include a material breach of the Rules or Procedures, a Loss of Securities or a Participant Loss that may give rise to material risk to the CDS system. CDS will inform its own regulators of such an event, and, if deemed appropriate, the regulators of the participant involved in the event, and in doing so will identify the participant. If necessary, CDS may also inform other participants who are affected by the event. To minimize the possibility of injury to the participant's business reputation, CDS will give the participant advance notice of the proposed disclosure. CDS will not identify the participant to other participants unless that information is necessary to enable the other participants to take appropriate steps to respond to the potential risk. The Rule has also been re-worded to make it clear that a participant can consent to the release of information by CDS, and to clarify the conditions which apply to the release of information under a particular exception.

(c) qualifications of participant issuer agents

It has been determined that for CDSX eligible money market securities, a single participant (the issuer agent) must fulfill all of the required roles of ISIN activator, security validator and custodian, to ensure that the issuance process is under the control of a single entity and that the new standards can be imposed and monitored. This reflects current practice in the money market and therefore does not impose any new restrictions on participants or issuers. An issuer may, if it wishes, appoint a different participant as its paying agent, who will be the entitlements processor within the CDSX system. For non-money market securities, a participant may fulfill any one or more of these roles. A limited purpose Transfer Agent Participant uses similar functionality to confirm deposits and withdrawals of non-money market securities. Through its eligibility department, CDS may use the same functionality to activate an ISIN and arrange for the deposit of a new security into CDSX. A new defined term "money market security" has been added, so that the Rules can distinguish the particular standards applicable to issuer agents for such securities. (Rule 1.2.1)

To ensure efficiency and reliability in the system, it has been determined that there should be a single uniform qualification for all participants acting as issuer agents. The qualifications for a participant acting as an issuer agent in CDSX have been changed to eliminate the "restricted" category (who could act only for related issuers). Now every participant using this functionality must meet the same standard; every participant who meets this standard may act as the agent for any issuer. Where the participant is not a domestic financial institution, it must meet a substantially higher capital threshold; where the participant is a Canadian regulated entity, but it does not itself meet the capital threshold (of at least $200 million), its obligations to CDS must be guaranteed by a parent who itself meets the qualifications; all such participants are subject to the same capital requirement, regardless of whether their parent is Canadian or foreign.

As is the case under the current Rules, the participant issuer agent must itself be the issuer of that security, or the authorized agent of the issuer. This relationship enables the participant to give the important representations and warranties to CDS and its participants as to the validity, due issuance, etc. of the security.

In order to ensure that a participant meets the qualifications, each participant wishing to act as an issuer agent will be required to submit an application to CDS, including documents demonstrating that it meets these qualifications.

New Rule 2.5.1 gives effect to these changes in qualifications, and clarifies the role of an issuer agent participant by bringing together in this single Rule a number of provisions that were previously scattered in diverse other Rules. These include provisions regarding default, representation as to authority, liability as principal and survival of obligations. Accordingly, a number of current Rules that are replaced by new Rule 2.5.1 have been deleted or substantially revised. (Rules 1.6.11, 2.5.1, 2.5.3, 2.5.4, 2.5.5, 2.5.6, 2.6.1 and the related definition of "custodian" in Rule 1.2.1, 2.6.3, 2.6.4) The responsibilities of participants acting as issuer agents have been enhanced; the amendments clarify the existing obligations and the representations given when undertaking certain functions.

The Rules setting out the obligations of the security validator and of the custodian to reconcile their records with CDS's records have been amended to reflect the new process. (Rules 6.2.11, 6.4.4(h)) The custodian is now also explicitly liable for a loss of security certificates that it holds on behalf of CDS. (Rule 6.4.4(f))

(d) standards for participant issuer agents

CDS has drafted new internal control standards for participant back office operations for the issuance of money market securities and the safekeeping of certificates. The standards have been reviewed with each of the issuer agents. The standards address a variety of topics, including the format of money market securities, the training and qualification of personnel, segregation of duties, control activities, standardization of documentation, and reconciliation of securities issued to CDS with the issuer's register. The amended Rules clarify CDS's authority to impose such standards and to ensure that each participant is meeting those standards. (Rule 2.2.8) Each issuer agent will be required to demonstrate that it continues to meet the standards. (Rules 2.2.11, 2.2.12) As determined by CDS, the participant will provide a declaration by an officer, a report by the internal or external auditors of the participant, and/or a review of the participant's operations by CDS or CDS's internal or external auditors. CDS may also request information from any regulator of the participant.

C. IMPACT OF THE PROPOSED CDS RULE AMENDMENTS

The Rule amendments relating to the role of participants as issuer agents for money market securities affect only the small group of 15 participants who act as issuer agents, all of whom have been consulted during the development of the new process and standards for the issuance of money market securities through CDSX. The Rule amendments relating to the eligibility of securities reflect current practices and will have no impact. The Rule amendments relating to the release of material risk information will affect all participants, by enabling them to assess and respond to material risk in CDSX. The Rule amendments as a whole should have no impact on other money market players or on the securities and financial markets in general.

C.1 Competition

The Rule amendments and system changes are expected to have no impact on competition. All participants currently acting as issuer agents for money market securities in CDSX will be able to continue to fulfill this role.

C.2 Risks and Compliance Costs

The new processes, standards and monitoring for the issuance of money market securities enhance CDSX risk control mechanisms. CDS will incur costs in implementing system changes and in ongoing monitoring and review. The system changes also reduce some CDS costs by automating processes that would previously have required manual intervention. Participants acting as issuer agents may incur additional costs to the extent the new standards and reporting requirements require changes to back office staffing, systems and operations. CDS has discussed the new standards with each current issuer agent participant, and has not received any negative response on the cost or effort required.

C.3 Comparison to International Standards

In designing the internal controls on its own operational processes, CDS has adopted the principles set by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The guidelines for participants are also based on the COSO standard; CDS recognizes that each of the issuer/agent participants, being a regulated financial institution, also has specific industry standards for its own internal controls.

D. DESCRIPTION OF THE RULE DRAFTING PROCESS