Ontario Securities Commission Bulletin

Issue 33/28 - July 16, 2010

Ont. Sec. Bull. Issue 33/28

Table of Contents

Chapter 1 - Notices / News Releases

Notices

• Current Proceedings before the Ontario Securities Commission

• Notice of Commission Approval -- Amendments to Part VI of the TSX Company Manual

• Amendments to MFDA Rule 2.2 (Client Accounts), Policy No. 2 Minimum Standards for Account Supervision, Rule 2.8 (Client Communications) and Rule 5.3 (Client Reporting)

• Notice of Commission Approval -- Amended MFDA Rules of Procedure

• Notice of Approval -- Application to Vary and Restate the Recognition Order of CNSX Markets Inc.

Notices of Hearing

• Lehman Brothers & Associates Corp. et al. -- ss. 127(7), 127(8)

News Releases

• Canadian Securities Regulators Release MFDA Oversight Review Report

• Canadian Securities Regulators Announce Results of Continuous Disclosure Reviews for Fiscal 2010

Notices from the Office of the Secretary

• Lehman Brothers & Associates Corp. et al.

• Anthony Ianno and Saverio Manzo

• Agoracom Investor Relations Corp. et al.

• Carlton Ivanhoe Lewis et al.

• Albert Leslie James et al.

• Wilton J. Neale et al.

• Hillcorp International Services et al.

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

• Wilton J. Neale et al.

• Albert Leslie James et al.

• Lehman Brothers & Associates Corp. et al.

• Carlton Ivanhoe Lewis et al.

Chapter 2 - Decisions, Orders and Rulings

Decisions

• Jinshan Gold Mines Inc.

• AlphaPro Management Inc. et al.

• Invesco Trimark Ltd. and Powershares Tactical Bond Capital Yield Class

• Magma Energy Corp.

Orders

• Lehman Brothers & Associates Corp. et al. -- ss. 127(1), 127(5)

• Anthony Ianno and Saverio Manzo

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

• Agoracom Investor Relations Corp. et al.

• Carlton Ivanhoe Lewis et al. -- ss. 127(1), 127(8)

• Albert Leslie James et al. -- ss. 127(1), 127(8)

• Wilton J. Neale et al. -- ss. 127(1), 127(8)

• Hillcorp International Services et al. -- ss. 127(1), 127(7), 127(8)

• Global Energy Group, Ltd. and New Gold Limited Partnerships-- s. 127(8)

• MLB Industries Inc. -- s. 144

• CNSX Markets Inc. -- s. 144 of the Act

• Wilton J. Neale et al. -- ss. 127(10, 127(8)

• Albert Leslie James et al. -- ss. 127(1), 127(8)

• Lehman Brothers & Associates Corp. et al. -- ss. 127(7), 127(8)

• Carlton Ivanhoe Lewis et al. -- ss. 127(1), 127(8)

Rulings

• Heathbridge Capital Management Ltd. -- ss. 74(1), 144(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 6 - Request for Comments

• Notice and Request for Comment -- Proposed NI 25-101 Designated Rating Organizations, Related Policies and Consequential Amendments

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 Rule 2.2 (Client Accounts)

• MFDA Policy No. 2 -- Minimum Standards for Account Supervision

• MFDA Rule 5.3 (Client Reporting)

• Summary of Public Comments Respecting Proposed Amendments to MFDA Rule 2.2 (Client Accounts) and MFDA Policy No. 2 Minimum Standards for Account Supervision

• Summary of Public Comments Respecting Proposed Amendments to MFDA Rule 5.3 (Client Reporting) and MFDA Rule 2.8 (Client Communications)

• Summary of Public Comments Respecting Proposed Amendments to MFDA Rule 2.2 (Client Accounts), Policy No. 2 Minimum Standards for Account Supervision, Rule 2.8 (Client Communications) and Rule 5.3 (Client Accounts) and Responses of the MFDA

Marketplaces

• Notice of Approval -- Amendments to Part VI of the TSX Company Manual

• Alpha ATS LP -- Notice of Proposed Changes and Request for Feedback

• Alpha ATS LP -- Notice of Proposed Changes

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Chapter 1 -- Notices / News Releases

Current Proceedings Before The Ontario Securities Commission

July 16, 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

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

Notice of Commission Approval -- Amendments to Part VI of the TSX Company Manual

TSX INC.

AMENDMENTS TO PART VI OF THE

TORONTO STOCK EXCHANGE (TSX)

COMPANY MANUAL (the MANUAL)

RELATING TO ACQUISITIONS OF

INVESTMENT FUNDS

NOTICE OF COMMISSION APPROVAL

The Ontario Securities Commission has approved amendments to the Manual relating to certain requirements and exemptions for acquisitions of investment funds.

The amendments were published for comment on November 13, 2009 at (2009) 32 OSCB 9556. Certain minor changes to the amendments were made following publication for comment. A black-lined text of the amendments, showing changes made to the relevant sections of the rules since publication for comment, is published in Chapter 13 of this Bulletin. TSX Inc.'s notice and summary of the comments received and responses are also included in Chapter 13 of this Bulletin.

Notice of Commission Approval -- Amendments to MFDA Rule 2.2 (Client Accounts), Policy No. 2 Minimum Standards for Account Supervision, Rule 2.8 (Client Communications) and Rule 5.3 (Client Reporting)

AMENDMENTS TO MFDA RULE 2.2 (CLIENT ACCOUNTS),

POLICY NO. 2 MINIMUM STANDARDS FOR ACCOUNT SUPERVISION,

RULE 2.8 (CLIENT COMMUNICATIONS) AND RULE 5.3 (CLIENT REPORTING)

NOTICE OF COMMISSION APPROVAL

The Ontario Securities Commission has approved the Mutual Fund Dealers Association of Canada (MFDA)'s amendments to MFDA Rule 2.2 (Client Accounts), Policy No. 2 Minimum Standards for Account Supervision, Rule 2.8 (Client Communications) and Rule 5.3 (Client Reporting) (the Amendments). In addition, the Alberta Securities Commission, Saskatchewan Financial Services Commission, Manitoba Securities Commission, New Brunswick Securities Commission and Nova Scotia Securities Commission have approved or not disapproved, and the British Columbia Securities Commission has not objected to, the Amendments (together with the OSC, these are the Recognizing Regulators).

The Amendments will:

• require that investors are provided with certain fundamental information at the time an account is opened, which will help to ensure that clients are aware of the role and responsibilities of MFDA member firms (Members) and what to expect as far as services and costs

• clarify the duty of Members and approved persons to assess the suitability of investments in each client account when various triggering events occur

• clarify the responsibilities of Members and approved persons in discharging their suitability obligations

• require Members to provide certain information to clients on an annual basis with respect to the performance of the client's account at the Member

• clarify the Member's supervisory requirements regarding client communications that disclose a rate of return

Staff of the Recognizing Regulators remind Members that the Amendments are only a first step towards developing comprehensive performance reporting requirements, and that the Canadian Securities Administrators are currently working together with the MFDA and the Investment Industry Regulatory Organization of Canada to develop harmonized requirements for enhanced cost disclosure and performance reporting requirements.

The Amendments were published as proposals for public comment on June 13, 2008 at (2008) 31 OSCB 6157, and a revised version was published for further public comment on April 24, 2009 at (2009) 32 OSCB 3577 (re-published to correct a drafting error on May 8, 2009 at 32 OSCB 3983). A blacklined copy of the Amendments, showing the changes to MFDA Rule 2.2, Policy No. 2 Minimum Standards for Account Supervision, Rule 2.8 and Rule 5.3 is published in Chapter 13 of this Bulletin, together with the MFDA's summary of the comments received on the proposal and the MFDA's responses to those comments.

July 16, 2010

Notice of Commission Approval -- Amended MFDA Rules of Procedure

MUTUAL FUND DEALERS ASSOCIATION OF CANADA (MFDA)

AMENDED MFDA RULES OF PROCEDURE

NOTICE OF COMMISSION APPROVAL

The Ontario Securities Commission has approved the amended MFDA Rules of Procedures. In addition, the Alberta Securities Commission, the Manitoba Securities Commission, New Brunswick Securities Commission, Nova Scotia Securities Commission, and Saskatchewan Financial Services Commission approved, and the British Columbia Securities Commission did not object to the amended MFDA Rules of Procedure. Amendments made to the MFDA Rules of Procedure reflect minor housekeeping amendments, enhancements based on past proceedings, and new provisions governing applications for interim relief (Part E) and the appointment of monitors to manage the affairs of MFDA members (Part F).

The amended MFDA Rules of Procedure were initially published for comment on July 31, 2009 (2009) 32 OSCB 6203. The MFDA did not receive any comments. Some non-material changes have been made to sections 18.1, 21.1 section 24.9 of the amended Rules of Procedure that were published for comment. The changes were made to either correct typographical errors or address inconsistencies, as follows:

18.1 Request for Membership Application Hearing

(1) A hearing pursuant to section 11.6 of MFDA By-law No. 1 shall be commenced by an Applicant filing a Request for Membership Application Hearing (a "Request for Hearing") with the Secretary.

(2) The Applicant must file a Request for Hearing within 14 days of effective service of a proposal by the Board of Directors to approve its application for membership subject to terms and conditions or to refuse the its application for membership.

(3) A Request for Hearing shall be in the form provided by the Secretary.

(4) If the Applicant fails to request a hearing in accordance with this Rule 18.1, the Hearing Panel may approve the application subject to terms and conditions or refuse the application.

21.1 Provision of Witness Lists and Statements

(1) Subject to Rule 22, a party to a hearing conducted pursuant to section 11.5.311.7.2 of MFDA By-law No. 1 shall provide the other party with:

(a) a list of the witnesses the party intends to call at the hearing; and

(b) in respect of each witness named on the list either:

(i) a witness statement signed by the witness; or

(ii) a transcript of a recorded statement made by the witness; or

(iii) if no signed witness statement or transcript referred to in sub-Rules (i) and (ii) is available, a summary of the evidence that the witness is expected to give at the hearing.

(2) The parties shall comply with the requirements of sub-Rule (1) at least 14 days prior to the commencement of the hearing.

24.9 Order

(1) Once the Hearing Panel makes an order in the application the Corporation shall forthwith:

(a) serve a copy of the reasons for decision, if any and the order on the Respondent and Member or Members concerned on such terms and conditions as the Hearing Panel considers appropriate;

(b) where notice has not been provided to a Respondent, serve a copy of the Notice of Application and at the discretion and on such terms and conditions as of the Hearing Panel may consider as appropriate such evidence and material relied upon in the application, on such terms and conditions as the Hearing Panel considers appropriate; and

(c) advise the Respondent in writing of the right to request a review pursuant to section 24.3.6 of MFDA By-law No. 1.

Notice of Approval -- Application to Vary and Restate the Recognition Order of CNSX Markets Inc.

APPLICATION TO VARY AND RESTATE THE RECOGNITION ORDER OF CNSX MARKETS INC.

NOTICE OF APPROVAL

On July 6, 2010, the Commission issued an order (Variation Order) pursuant to section 21 and section 144 of the Securities Act (Ontario) varying and restating the recognition order of CNSX Markets Inc. (CNSX Markets) as a stock exchange dated May 7, 2004 and subsequently, amended on September 9, 2005, June 13, 2006 and May 16, 2008.

The Commission published for comment CNSX Markets' application for a variation and restatement on May 14, 2010 at (2010) 33 OSCB 4491. No comments were received. A copy of the Variation Order is published in Chapter 2 of this Bulletin.

There have been no substantive amendments to the Variation Order.

Lehman Brothers & Associates Corp. et al. -- ss. 127(7), 127(8)

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

LEHMAN BROTHERS & ASSOCIATES CORP.,

GREG MARKS, MICHAEL LEHMAN (a.k.a.

MIKE LAYMEN), KENT EMERSON LOUNDS

AND GREGORY WILLIAM HIGGINS

NOTICE OF HEARING

Sections 127(7) and 127(8)

WHEREAS on June 29, 2010, the Ontario Securities Commission (the "Commission") issued a 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 the following (the "Temporary Order"):

(i) that Lehman Brothers & Associates Corp. ("Lehman Corp."), Greg Marks ("Marks"), Michael Lehman (a.k.a. Mike Laymen) ("Lehman"), Kent Emerson Lounds ("Lounds') and Gregory William Higgins ("Higgins") cease trading in all securities; and

(ii) that any exemptions contained in Ontario securities law do not apply to Lehman Corp., Marks, Lehman, Lounds and Higgins (the "Temporary Order");

TAKE NOTICE THAT the Commission will hold a hearing pursuant to subsections 127(7) and (8) of the Act at the offices of the Commission, 20 Queen Street West, 17th Floor, commencing on July 12, 2010 at 10:30 a.m., or as soon thereafter as the hearing can be held;

TO CONSIDER whether it is in the public interest for the Commission:

(i) to extend the Temporary Order pursuant to subsections 127(7) and (8) of the Act until the conclusion of the hearing, or until such further time as considered necessary by the Commission;

(ii) to make such further orders as the Commission considers appropriate;

BY REASON OF the facts recited in the Temporary Order and of such allegations and evidence as counsel may advise and the Commission may permit;

AND TAKE FURTHER NOTICE that any party to the proceedings may be represented by counsel at the hearing;

AND TAKE FURTHER NOTICE that upon failure of any party to attend at the time and place aforesaid, the hearing may proceed in the absence of that party and such party is not entitled to further notice of the proceeding.

DATED at Toronto this 6th day of July, 2010.

Canadian Securities Regulators Release MFDA Oversight Review Report

FOR IMMEDIATE RELEASE

July 9, 2010

CANADIAN SECURITIES REGULATORS

RELEASE MFDA OVERSIGHT REVIEW REPORT

Vancouver -- The Canadian Securities Administrators (CSA) today released the Oversight Review Report on the performance of the Mutual Fund Dealers Association of Canada (MFDA).

The participants in this coordinated review were from the seven provincial securities regulators that recognize the MFDA: the Alberta Securities Commission, British Columbia Securities Commission (BCSC), Manitoba Securities Commission, New Brunswick Securities Commission, Nova Scotia Securities Commission, Ontario Securities Commission and Saskatchewan Financial Services Commission.

The report outlines CSA staff's findings and identifies areas for improvement in various functional areas of the MFDA. It also includes the MFDA's responses to the report's recommendations and CSA staff's evaluation of, and intended follow-up to, those responses.

The BCSC has announced the continuation of a hearing concerning governance issues at the MFDA. As a result, the oversight report does not include findings on the governance of the MFDA. The CSA will release a separate report on governance following the hearing.

To view the report, visit the participating CSA members' websites.

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

For more information:

Canadian Securities Regulators Announce Results of Continuous Disclosure Reviews for Fiscal 2010

FOR IMMEDIATE RELEASE

July 9, 2010

CANADIAN SECURITIES REGULATORS

ANNOUNCE RESULTS OF

CONTINUOUS DISCLOSURE REVIEWS

FOR FISCAL 2010

Toronto -- The Canadian Securities Administrators (CSA) today published Staff Notice 51-332 Continuous Disclosure Review Program Activities for the fiscal year ended March 31, 2010, which summarizes the results of the CSA's continuous disclosure (CD) review program.

CSA members completed 1,351 CD reviews (527 full reviews and 824 issue-oriented reviews) of public companies that are reporting issuers. To assist reporting issuers in avoiding pitfalls that the CSA continues to see in disclosure documents, Staff Notice 51-332 includes detailed examples of the common deficiencies found during the reviews in financial statements, Management's Discussion and Analysis (MD&A) and oil and gas disclosure.

"The continuous disclosure review notice is a key part of the outreach by CSA members to public companies to help them enhance their disclosure filings," said Jean St-Gelais, Chair of the CSA and President and Chief Executive Officer of the Autorité des marchés financiers (Québec). "Providing reliable and accurate disclosure is critical to fostering both investor confidence and efficient capital markets."

The total number of reviews represents a 23 per cent increase from fiscal 2009 when CSA members conducted 1,094 reviews. A main reason for this increase was the completion of International Financial Reporting Standards (IFRS) transition disclosure reviews.

CSA members use a risk-based approach to select reporting issuers for CD reviews and to determine the type of review to conduct. This approach enables securities regulators to address areas of particular concern and to apply both qualitative and quantitative criteria in determining the level of review required. As market conditions change, the CD review program is adapted to incorporate new risk factors.

Once a CD review is completed, CSA members classify the results into one or more of five categories of outcome, which reflect the seriousness of the matters noted. The outcomes of this year's reviews are as follows:

• 43 per cent resulted in "prospective changes", requiring reporting issuers to make enhancements to their disclosure in future filings;

• Nine per cent resulted in reporting issuers being alerted to specific areas where disclosure enhancements should be considered, as part of the CSA's effort to educate issuers;

• 16 per cent of reporting issuers were required to amend or refile certain CD documents. This category of outcomes was made up largely of certain issue-oriented reviews, such as those completed on National Instrument 52-109 Certification of Disclosure in Issuer's Annual and Interim Filings and Form 51-102F6 Statement of Executive Compensation;

• Four per cent were cease traded, placed on a default list or referred to Enforcement; and

• 28 per cent did not need to make any changes or additional filings.

Excluding investment funds, there are approximately 4,200 reporting issuers in Canada that are subject to regular full and issue-oriented reviews as part of the CSA CD review program.

CSA Staff Notice 51-332 is available on various CSA members' websites.

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:

Lehman Brothers & Associates Corp. et al.

FOR IMMEDIATE RELEASE

July 8, 2010

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

LEHMAN BROTHERS & ASSOCIATES CORP.,

GREG MARKS, MICHAEL LEHMAN (a.k.a.

MIKE LAYMEN), KENT EMERSON LOUNDS

AND GREGORY WILLIAM HIGGINS

TORONTO -- The Office of the Secretary issued a Notice of Hearing setting the matter down to be heard on July 12, 2010 at 10:30 a.m. in Hearing Room B to consider whether it is in the public interest for the Commission: (1) to extend the Temporary Order pursuant to subsections 127(7) and (8) of the Act until the conclusion of the hearing, or until such further time as considered necessary by the Commission; and (2) to make such further orders as the Commission considers appropriate.

A copy of the Notice of Hearing dated July 6, 2010 and Temporary Order dated June 29, 2010 are available at www.osc.gov.on.ca.

For media inquiries:

For investor inquiries:

Anthony Ianno and Saverio Manzo

FOR IMMEDIATE RELEASE

July 8, 2010

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

ANTHONY IANNO AND SAVERIO MANZO

TORONTO -- The Commission issued an Order which provides that (1) a further pre-hearing conference will be held in this matter on Tuesday, November 16, 2010 at 10:00 am; and (2) the hearing on the merits in this matter will take place on the following dates: January 31, February 1, 2, 3, 4, 7, 9, 10, 11, 14, 15, 16, 17, 18, and 23, 2011, or on such further or other dates as shall be agreed by the parties and fixed by the Office of the Secretary.

A copy of the Order dated July 7, 2010 is available at www.osc.gov.on.ca.

For media inquiries:

For investor inquiries:

Agoracom Investor Relations Corp. et al.

FOR IMMEDIATE RELEASE

July 8, 2010

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

AGORACOM INVESTOR RELATIONS CORP.,

AGORA INTERNATIONAL ENTERPRISES CORP.,

GEORGE TSIOLIS and APOSTOLIS KONDAKOS

(a.k.a. PAUL KONDAKOS)

TORONTO -- The Commission issued an Order in the above named matter which provides that (1) a further confidential pre-hearing conference shall take place on September 21, 2010 at 9:00 a.m.; and (2) the hearing on the merits shall commence on February 14, 2011 at 10:00 a.m. and shall continue to and including March 11, 2011 (other than February 21 and 22 and March 8, 2011), or such further or other dates as shall be agreed to by the parties and fixed by the Office of the Secretary.

A copy of the Order dated July 7, 2010 is available at www.osc.gov.on.ca.

For media inquiries:

For investor inquiries:

Carlton Ivanhoe Lewis et al.

FOR IMMEDIATE RELEASE

July 9, 2010

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

CARLTON IVANHOE LEWIS, MARK ANTHONY

SCOTT, SEDWICK HILL, LEVERAGEPRO INC.,

PROSPOREX INVESTMENT CLUB INC.,

PROSPOREX INVESTMENTS INC.,

PROSPOREX LTD., PROSPOREX INC.,

PROSPOREX FOREX SPV TRUST,

NETWORTH FINANCIAL GROUP INC., and

NETWORTH MARKETING SOLUTIONS

TORONTO -- The Commission issued an order in the above named matter which provides that (1) the Temporary Order insofar as it relates to the above-named respondents is extended to July 14, 2010 on the same terms as the Order dated March 26, 2010; and (2) a hearing in this matter will take place commencing on July 13, 2010 at 10:00 a.m.

A copy of the Order dated June 16, 2010 is available at www.osc.gov.on.ca.

For investor inquiries:

Albert Leslie James et al.

FOR IMMEDIATE RELEASE

July 9, 2010

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

ALBERT LESLIE JAMES, EZRA DOUSE

and DOMINION INVESTMENTS CLUB INC.

TORONTO -- The Commission issued an order in the above named matter which provides that (1) the Temporary Order insofar as it relates to the above-named respondents is extended to July 14, 2010; and (2) a hearing in this matter will take place commencing on July 13, 2010 at 2:00 p.m.

A copy of the Order dated June 16, 2010 is available at www.osc.gov.on.ca.

For media inquiries:

For investor inquiries:

Wilton J. Neale et al.

FOR IMMEDIATE RELEASE

July 9, 2010

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

WILTON J. NEALE,

MULTIPLE STREAMS OF INCOME (MSI) INC.

and 360 DEGREE FINANCIAL SERVICES INC.

TORONTO -- The Commission issued an order in the above named matter which provides that (1) the Temporary Order insofar as it relates to the above-named respondents is extended to July 14, 2010 on the same terms as the Order dated March 26, 2010; and (2) a hearing in this matter will take place commencing on July 13, 2010 at 2:00 p.m.

A copy of the Order dated June 16, 2010 is available at www.osc.gov.on.ca.

For media inquiries:

For investor inquiries:

Hillcorp International Services et al.

FOR IMMEDIATE RELEASE

July 12, 2010

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

HILLCORP INTERNATIONAL SERVICES,

HILLCORP WEALTH MANAGEMENT,

SUNCORP HOLDINGS, 1621852 ONTARIO LIMITED,

STEVEN JOHN HILL, and DANNY DE MELO

TORONTO -- The Commission issued an Order in the above named matter with certain provisions. The Hearing is adjourned to Friday February 25, 2011 at 10:00 a.m.

A copy of the Order dated July 9, 2010 is available at www.osc.gov.on.ca.

For media inquiries:

For investor inquiries:

Global Energy Group, Ltd. and New Gold Limited Partnerships

FOR IMMEDIATE RELEASE

July 13, 2010

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

GLOBAL ENERGY GROUP, LTD. AND

NEW GOLD LIMITED PARTNERSHIPS

TORONTO -- The Commission issued an Order in the above named matter which provides that, pursuant to subsection 127(8) of the Act, that the Temporary Order is extended to September 1, 2010 and that the hearing in this matter is adjourned to September 1, 2010, at 1:00 p.m. or on such other date as provided by the Secretary's Office and agreed to by the parties.

A copy of the Order dated July 9, 2010 is available at www.osc.gov.on.ca.

For media inquiries:

For investor inquiries:

Wilton J. Neale et al.

FOR IMMEDIATE RELEASE

July 14, 2010

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

WILTON J. NEALE,

MULTIPLE STREAMS OF INCOME (MSI) INC.

and 360 DEGREE FINANCIAL SERVICES INC.

TORONTO -- The Commission issued an Order in the above named matter which provides that (1) the Temporary Order, as varied, is extended until the completion of the hearing on the merits and release of the decision on the merits, on the same terms as the Order dated March 26, 2010; and (2) the hearing on the merits in this matter shall commence on September 29, 2010 at 10:00 a.m., and continue to and including October 1, 2010, or such further or other dates as agreed to by the parties and fixed by the Office of the Secretary of the Commission.

A copy of the Order dated July 13, 2010 is available at www.osc.gov.on.ca.

For media inquiries:

For investor inquiries:

Albert Leslie James et al.

FOR IMMEDIATE RELEASE

July 14, 2010

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

ALBERT LESLIE JAMES, EZRA DOUSE

and DOMINION INVESTMENTS CLUB INC.

TORONTO -- The Commission issued an Order in the above named matter which provides that (1) the Temporary Order, as varied, is extended to August 17, 2010; and (2) the hearing of this matter is adjourned to August 16, 2010 at 2:30 p.m. or such further or other dates as agreed to by the parties and fixed by the Office of the Secretary of the Commission.

A copy of the Order dated July 13, 2010 is available at www.osc.gov.on.ca.

For media inquiries:

For investor inquiries:

Lehman Brothers & Associates Corp. et al.

FOR IMMEDIATE RELEASE

July 14, 2010

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

LEHMAN BROTHERS & ASSOCIATES CORP.,

GREG MARKS, MICHAEL LEHMAN (a.k.a.

MIKE LAYMEN), KENT EMERSON LOUNDS

AND GREGORY WILLIAM HIGGINS

TORONTO -- The Commission issued an Order in the above named matter which provides that, pursuant to subsections 127 (7) and (8) of the Act, the Temporary Order is extended to September 9, 2010 and the Hearing is adjourned to September 8, 2010 at 10:30 a.m.

A copy of the Order dated July 12, 2010 is available at www.osc.gov.on.ca.

For media inquiries:

For investor inquiries:

Carlton Ivanhoe Lewis et al.

FOR IMMEDIATE RELEASE

July 14, 2010

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

CARLTON IVANHOE LEWIS, MARK ANTHONY

SCOTT, SEDWICK HILL, LEVERAGEPRO INC.,

PROSPOREX INVESTMENT CLUB INC.,

PROSPOREX INVESTMENTS INC.,

PROSPOREX LTD., PROSPOREX INC.,

PROSPOREX FOREX SPV TRUST,

NETWORTH FINANCIAL GROUP INC., and

NETWORTH MARKETING SOLUTIONS

TORONTO -- The Commission issued an Order in the above named matter which provides that (1) the Temporary Order, as varied, is extended until the completion of the hearing on the merits and release of the decision on the merits, on the same terms as the Order dated March 26, 2010; and (2) the hearing on the merits in this matter shall commence on January 10, 2011 at 10:00 a.m., and continue January 12 to and including January 24, 2011, or such further or other dates as agreed to by the parties and fixed by the Office of the Secretary of the Commission.

A copy of the Order dated July 13, 2010 is available at www.osc.gov.on.ca.

For media inquiries:

For investor inquiries:

Chapter 2 -- Decisions, Orders and Rulings

Jinshan Gold Mines Inc.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency, s. 9.1 -- An issuer wants relief from the requirement to prepare its financial statement in accordance with Canadian GAAP in order to use IFRS before the January 1, 2011 changeover date -- The issuer has previously prepared financial statements in accordance with IFRS-IASB to comply with the requirements of a foreign regulator -- The issuer has assessed the readiness of its staff, board, audit committee, auditors and investors -- The issuer has provided detailed disclosure regarding its early adoption of IFRS in its most recently filed MD&A -- The issuer will provide disclosure equivalent to that required in IFRS 1 in its financial statements filed for the first financial year it relies on this relief.

Applicable Legislative Provisions

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

March 23, 2010

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

BRITISH COLUMBIA AND ONTARIO

(the Jurisdictions)

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

JINSHAN GOLD MINES INC.

(the Filer)

DECISION

Background

1 The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Makers) have received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) exempting the Filer from the requirement in section 3.1 of National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency (NI 52-107) that financial statements be prepared in accordance with Canadian GAAP (the Exemption Sought), in order that the Filer may prepare its financial statements for periods beginning on or after January 1, 2009 in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IFRS-IASB).

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

(a) the British Columbia Securities Commission is the principal regulator for this application;

(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 Alberta (the Passport Jurisdiction); and

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

Interpretation

2 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

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

1. the Filer is a corporation incorporated under the Business Corporations Act (British Columbia); the head office of the Filer is located at Suite 1030, One Bentall Centre, 505 Burrard Street, Box 31,Vancouver, British Columbia V7X 1M5;

2. the Filer is a reporting issuer or equivalent in each of the Jurisdictions; the Filer is not in default of its reporting issuer obligations under the Legislation or the securities legislation of the Jurisdictions;

3. the Filer's common shares are listed on the Toronto Stock Exchange under the symbol "JIN" and the Filer has commenced the application process to obtain a listing on an Asian stock exchange (Asian Stock Exchange);

4. the Filer is a mining company focused on gold mining with operations in China;

5. the Filer prepares its financial statements in accordance with Canadian GAAP;

6. in connection with the application process for a listing on the Asian Stock Exchange, the Filer was required to submit financial statements for the years ended December 31, 2006, 2007, and 2008 and for the six months ended June 30, 2009 in accordance with IFRS-IASB, and, if the listing is successful, the Filer will be required to prepare all future financial statements in accordance with IFRS-IASB;

7. the Filer's listing application documents contained the Filer's "first IFRS financial statements" under IFRS 1 First Time Adoption of International Financial Reporting Standards (IFRS 1); these statements contained an explicit and unreserved statement of compliance with IFRS-IASB;

8. the Canadian Accounting Standards Board has confirmed that publicly accountable enterprises will be required to prepare their financial statements in accordance with IFRS-IASB for financial statements relating to fiscal years beginning on or after January 1, 2011;

9. NI 52-107 sets out acceptable accounting principles for financial reporting under the Legislation by domestic issuers, foreign issuers, registrants and other market participants; under NI 52-107, a domestic issuer must use Canadian GAAP with the exception that an SEC registrant may use US GAAP; under NI 52-107, only foreign issuers may use IFRS-IASB;

10. in CSA Staff Notice 52-321 Early Adoption of International Financial Reporting Standards, Use of US GAAP and Reference to IFRS-IASB, staff of the Canadian Securities Administrators recognized that some issuers may wish to prepare their financial statements in accordance with IFRS-IASB for periods beginning prior to January 1, 2011 and indicated that staff were prepared to recommend exemptive relief on a case by case basis to permit a domestic issuer to do so, despite section 3.1 of NI 52-107;

11. subject to obtaining the Exemption Sought, the Filer intends to adopt IFRS-IASB for its financial statements for periods beginning on and after January 1, 2009 with a transition date of January 1, 2006;

12. the Filer believes the adoption of IFRS-IASB will avoid potential confusion for the users of its financial statements because the reporting requirements of all its primary regulators would be satisfied using one accounting standard; additionally, the use of a single accounting standard would eliminate complexity and cost from the Filer's financial statement preparation process;

13. the Filer has developed a comprehensive IFRS-IASB conversion plan which has been implemented as part of its listing process for the Asian Stock Exchange;

14. the Filer has carefully assessed the readiness of its staff, board of directors, audit committee, auditors, investors and other market participants for the adoption by the Filer of IFRS-IASB for financial periods beginning on and after January 1, 2009 and has concluded that they will be adequately prepared for the Filer's adoption of IFRS-IASB for periods beginning on January 1, 2009;

15. the Filer has considered the implications of adopting IFRS-IASB for financial periods beginning on and after January 1, 2009 on its obligations under securities legislation including, but not limited to, those relating to CEO and CFO certifications, business acquisition reports, offering documents, and previously released material forward looking information, and has concluded that if the Exemption Sought is granted it will continue to be able to fulfill these obligations;

16. Immediately upon issuance of this decision, the Filer will restate and re-file its management's discussion and analysis for the interim period ended September 30, 2009 (Q3 MD&A), together with the certificates required by National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109), to provide relevant information about its conversion to IFRS-IASB as contemplated by CSA Staff Notice 52-320 Disclosure of Expected Changes in Accounting Policies Relating to Changeover to International Financial Reporting Standards, including:

(a) the key elements and timing of its changeover plan;

(b) accounting policy and implementation decisions the Filer has made or will have to make;

(c) the exemptions available under IFRS 1 that the Filer expects to apply in preparing financial statements in accordance with IFRS-IASB;

(d) major differences the Filer has identified between its current accounting policies and those the Filer is required or expects to apply in preparing financial statements under IFRS-IASB; and

(e) the impact of the changeover on the key line items presented in the Filer's interim financial statements for the period ending September 30, 2009;

17. the Filer will disseminate a news release announcing that it has restated and re-filed its Q3 MD&A; and

18. the Filer will update the information set out in its Q3 MD&A in its annual management's discussion and analysis including, to the extent known, quantitative information regarding the impact of adopting IFRS-IASB on key line items in the Filer's annual financial statements for the year ending December 31, 2009.

Decision

4 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 Exemption Sought is granted, provided that:

(a) the Filer prepares its annual financial statements for financial periods beginning on or after January 1, 2009 in accordance with IFRS-IASB;

(b) the Filer provides all the communication as described and in the manner set out in paragraphs 16, 17 and 18;

(c) the Filer prepares its interim financial statements for interim periods beginning on or after January 1, 2009 in accordance with IFRS-IASB, except that if the Filer files interim financial statements prepared in accordance with Canadian GAAP for one or more interim periods for the financial year in which it adopts IFRS-IASB, the Filer will restate and re-file those interim financial statements in accordance with IFRS-IASB immediately upon issuance of this decision, together with the related restated interim management's discussion and analysis as well as the certificates required by NI 52-109;

(d) the Filer's first IFRS-IASB financial statements for an interim period include an opening statement of financial position as at the date of transition to IFRS-IASB that is presented with prominence equal to the other statements that comprise those interim financial statements;

(e) the first annual financial statements referred to in paragraph (a), and the interim financial statements for the first interim period in that first financial year, include the reconciliations and other information specified in paragraphs 6 and 23 through 28 of IFRS 1, including but not limited to:

(i) an opening IFRS statement of financial position as at the transition date of January 1, 2006;

(ii) a reconciliation of equity as previously reported in accordance with Canadian GAAP to equity in accordance with IFRS as at the transition date of January 1, 2006 and as at each year end since that date;

(iii) a reconciliation of total comprehensive income as previously reported in accordance with Canadian GAAP to total comprehensive income in accordance with IFRS for the year ended December 31, 2006 and each subsequent year;

(iv) sufficient information to enable users to understand the material adjustments to the statement of financial position and statement of comprehensive income for the year ended December 31, 2006 and each subsequent year; and

(v) material differences between the statements of cash flows as previously reported in accordance with Canadian GAAP and restated IFRS amounts for the year ended December 31, 2006 and each subsequent year; and

(f) the first interim financial statements referred to in paragraph (e) include the disclosure specified in IFRS 1 for interim financial reports.

AlphaPro Management Inc. et al.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Relief granted from fund on funds restrictions for commodity pools investing in exchange traded mutual funds tracking the performance of one or more physical commodities -- Mutual funds, including commodity pools, are subject to various restrictions in investing in other mutual funds -- The applicants are commodity pools and the underlying funds are limited to mutual funds tracking performance of physical commodities -- Section 2.5 of National Instrument 81-102.

Applicable Legislative Provisions

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

National Instrument 81-102 Mutual Funds, ss. 2.5, 19.1.

National Instrument 81-104 Commodity Pools.

July 7, 2010

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

ALPHAPRO MANAGEMENT INC.

(the Filer)

AND

IN THE MATTER OF

HORIZONS ALPHAPRO SEASONAL ROTATION ETF

HORIZONS ALPHAPRO GARTMAN ETF

(the Existing Commodity Pools)

DECISION

Background

The principal regulator in Ontario has received an application from the Filer, the manager of the Existing Commodity Pools for a decision under the securities legislation of Ontario (the Legislation) for an exemption relieving the Existing Commodity Pools and such other exchange-traded funds that the Filer or an affiliate of the Filer has or may establish in the future (each a Future Commodity Pool and, together with the Existing Commodity Pools, individually a Commodity Pool and, collectively, the Commodity Pools) from:

(a) the prohibition contained in Section 2.1(1) of National Instrument 81-102 Mutual Funds (NI 81-102) that would prevent the Commodity Pools from purchasing Commodity Participation Units (as defined below) of a mutual fund if, immediately after the transaction, more than 10 percent of the net asset value of the Commodity Pool, taken at market value at the time of the transaction, would be invested in securities of that mutual fund;

(b) the prohibition contained in Section 2.5(2)(a) of NI 81-102 that would prevent the Commodity Pools from investing in the Commodity Participation Units that are not subject to National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101) and/or NI 81-102; and

(c) the prohibition contained in Section 2.5(2)(c) of NI 81-102 that would prevent the Commodity Pools from investing in the Commodity Participation Units, some of which are mutual funds that are not qualified for distribution in the local jurisdiction;

to permit each Commodity Pool to purchase and hold Commodity Participation Units (the Exemption Sought).

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

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

(ii) 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 each other province and territory of Canada (including Ontario, the 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.

Representations

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

1. The Filer, a corporation incorporated under the laws of Canada, or an affiliate, acts or will act as the trustee and manager of each Commodity Pool. The head office of the Filer is located in Toronto, Ontario.

2. The Filer is not in default of securities legislation in any of the Jurisdictions.

3. JovInvestment Management Inc. (JovInvestment), a corporation incorporated under the laws of Ontario and an affiliate of the Filer, acts as the investment manager of each of the Existing Commodity Pools and acts or may act as the investment manager of each Future Commodity Pool. JovInvestment is registered as a portfolio manager under the Securities Act (Ontario), and as a commodity trading counsel and as a commodity trading manager under the Commodity Futures Act (Ontario).

4. Each Commodity Pool is or will be a mutual fund established under the laws of Ontario, and is or will be a reporting issuer under the laws of some or all of the Jurisdictions.

5. Each Commodity Pool is or will be a "commodity pool" for purposes of National Instrument 81-104 Commodity Pools (NI 81-104) and its securities are or will be offered pursuant to a long form prospectus prepared in accordance with Form 41-101F2 Information Required in an Investment Fund Prospectus. Each Commodity Pool is or will adopt a fundamental investment objective that permits the Commodity Pool to use or invest in financial instruments in a manner that is not permitted under NI 81-102. As each Commodity Pool is or will be a commodity pool, subject to NI 81-104, unlike a conventional retail mutual fund, each Commodity Pool is or will also be permitted to invest in physical commodities.

6. Each Commodity Pool is or will be an actively managed exchange-traded fund and its securities are or will be listed on a public stock exchange.

7. Long form prospectuses dated November 10, 2009 and October 14, 2009 for the Horizons AlphaPro Seasonal Rotation ETF and Horizons AlphaPro Gartman ETF, respectively, were receipted by the securities regulator authority or regulator in each of the Jurisdictions.

8. The investment objective and strategy of both of the Existing Commodity Pools includes the ability to invest in physical commodities, commodity futures, and exchange traded funds that invest in or are exposed to physical commodities and commodity futures.

9. In this Decision, a Commodity Participation Unit is defined as a security that is issued by an issuer, the only purpose of which is to hold:

(a) a physical commodity as defined in NI 81-102 (a Physical Commodity) or more than one Physical Commodity;

(b) commodity futures that are widely quoted or used as the benchmark for pricing the future price of a Physical Commodity or more than one Physical Commodity; or

(c) specified derivatives that replicate the performance of a Physical Commodity or more than one Physical Commodity, or commodity futures, referred to in subparagraphs 9(a) and 9(b).

10. In accordance with its investment strategies, as stated in its prospectus, in order to meet its investment objective the Existing Commodity Pools may invest in mutual funds that trade on a stock exchange in Canada or the United States that either:

(a) issue index participation units as defined in NI 81-102 (the IPUs); or

(b) subject to obtaining the Exemption Sought, issue Commodity Participation Units.

11. Issuers of Commodity Participation Units that refer to more than one category of Physical Commodity or commodity future will state in the issuer's current public offering document that it seeks to replicate the performance of an index of widely quoted or used benchmarks for physical commodities or categories of physical commodities that employs an empirical, rules based allocation methodology.

12. The Commodity Pool will invest in Commodity Participation Units that provide indirect exposure to the same physical commodities that, in accordance with NI 81-104, the Commodity Pool could acquire directly and in concentrations that it could accumulate directly.

13. Commodity Participation Units that are reporting issuers in one or more Jurisdictions are subject to NI 81-102 but are not subject to NI 81-101.

14. Commodity Participation Units issued by mutual funds that are reporting issuers in a Jurisdiction will be qualified for distribution in one of the same Jurisdictions in which the Commodity Pools are, or will be qualified for distribution but may not be qualified in all of the same Jurisdictions.

15. Commodity Participation Units issued by mutual funds that are not reporting issuers in a Jurisdiction but are traded on a stock exchange in Canada or the United States will not be subject to NI 81-102 and will not be subject to NI 81-101.

16. As each Commodity Participation Unit will be a mutual fund, without the Exemption Sought, a Commodity Pool's investment in a Commodity Participation Unit may only be made in accordance with Sections 2.1 and 2.5 of NI 81-102.

17. The Commodity Participation Units are attractive investments for the Commodity Pools, as they provide an efficient and cost effective means of achieving diversification and exposure.

18. An investment by a Commodity Pool in securities of a Commodity Participation Unit will represent the business judgment of responsible persons uninfluenced by considerations other than the best interests of the Commodity Pool.

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 to a Commodity Pool provided that:

a) the investment by the Commodity Pool in securities of an Commodity Participation Unit is in accordance with the fundamental investment objective of the Commodity Pool;

b) the Commodity Pool's investment strategies specify investments in physical commodities, commodity futures and exchange traded funds that invest in or are exposed to physical commodities and commodity futures;

c) each Commodity Participation Unit is listed on an exchange in Canada or the United States;

d) the Commodity Pool will only invest in an Commodity Participation Unit pursuant to internal policies and procedures, that will be established by the Filer or an affiliate of the Filer for the Commodity Pool, which will set out (i) the maximum concentration of Commodity Participation Units the Commodity Pool can purchase in Canada and the United States based on the fundamental investment objective, investment strategies and investment restrictions of the Commodity Pool, and (ii) the minimum market capitalization and/or minimum average daily trading volume each Commodity Participation Unit must have to ensure the Commodity Pool does not have any liquidity issues when buying or selling securities of the Commodity Participation Unit; and

e) the prospectus of the Commodity Pool discloses in the investment strategy section of the prospectus of the Commodity Pool, the fact that the Commodity Pool has obtained the Exemption Sought with the applicable investment strategy disclosure and, to the extent applicable, the risks associated with relying on such relief.

Invesco Trimark Ltd. and Powershares Tactical Bond Capital Yield Class

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Relief granted from multi-layering prohibition in paragraph 2.5(2)(b) of NI 81-102 to permit Tactical Class to invest in Tactical Fund, which is more than 10% invested in underlying funds and ETFs -- The three-tier fund structure no more complex than current multi-layering exception in NI 81-102 -- Transparent investment portfolio and accountability for portfolio management -- National Instrument 81-102 Mutual Funds.

Applicable Legislative Provisions

National Instrument 81-102 Mutual Funds, ss. 2.5(2)(b), 19.1.

July 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 INVESCO TRIMARK LTD.

(the "Filer")

AND

IN THE MATTER OF

POWERSHARES TACTICAL BOND CAPITAL

YIELD CLASS

("Tactical Class")

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer on behalf of Tactical Class for a decision under the securities legislation of the Jurisdiction of the principal regulator (the "Legislation") exempting Tactical Class from the restriction contained in section 2.5(2)(b) of National Instrument 81-102 Mutual Funds ("NI 81-102") that a fund not invest in another fund if the other fund holds more than 10% of the market value of its net assets in securities of other mutual funds (the "Exemption Sought").

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions:

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, Quebec, New Brunswick, Nova Scotia, Newfoundland and Labrador, Prince Edward Island, Northwest Territories, Nunavut and Yukon (the "Other Jurisdictions").

Interpretation

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

Representations

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

Facts

1. The head office of the Filer is located in Toronto, Ontario.

2. The Filer is or will be the manager of Tactical Class, PowerShares Tactical Bond Fund ("Tactical Fund") and the mutual funds subject to NI 81-102 in which Tactical Fund will invest (the "Underlying Funds").

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

4. Tactical Class will be a class of shares of Invesco Corporate Class Inc. that seeks to achieve its investment objective by investing primarily in Canadian equity securities and by entering into forward contracts in order to provide the fund with a return determined with reference to the performance of Tactical Fund. It is anticipated that the performance of Tactical Class and Tactical Fund will differ only by the costs associated with the forward contracts.

5. Tactical Fund will be a fund-of-funds that invests in a combination of exchange traded funds ("ETFs") and Underlying Funds.

6. The ETFs are or will be mutual funds whose securities trade on a stock exchange in Canada or the United States and which attempt to replicate the performance of various widely quoted bond indices. As a result, each ETF will at the time of investment by Tactical Fund in such ETF, meet the definition of an "index participation unit" under section 1.1 of NI 81-102.

7. Tactical Class' investment in units of Tactical Fund will therefore result in a three-tier fund structure. This three-tier fund structure with respect to investments by Tactical Fund in Underlying Funds is contrary to the multi-layering restriction in section 2.5(2)(b) of NI 81-102. The three-tier fund structure with respect to investments by Tactical Fund in ETFs is permitted under section 2.5(4)(b)(ii) of NI 81-102.

8. A preliminary simplified prospectus and annual information form dated June 10, 2010 for Tactical Class and Tactical Fund was filed in all provinces and territories of Canada under SEDAR project #1595494.

9. Tactical Class, Tactical Fund and each Underlying Fund is or will be (a) an open-end mutual fund established under the laws of Ontario; (b) a reporting issuer under the securities laws of each of the provinces and territories of Canada; and (c) qualified for distribution in all provinces and territories of Canada.

10. An investment by Tactical Class in units of Tactical Fund and an investment by Tactical Fund in units of the Underlying Funds will be made in accordance with the provisions of section 2.5 of NI 81-102, except for the requirement in section 2.5(2)(b). Tactical Fund's investment in units of ETFs will be made in accordance with the provisions of section 2.5 of NI 81-102, except for the requirement in section 2.5(2)(e) and from which the Filer has received exemptive relief on May 8, 2008 to pay arm's length third party brokers brokerage commissions for executing trades in units of the ETFs.

11. The three-tier fund structure that will result from Tactical Class' investment in units of Tactical Fund will be akin to, and no more complex than, the three-tier fund structure currently permitted under sections 2.5(4)(a) and 2.5(4)(b)(ii) of NI 81-102.

12. The simplified prospectus of Tactical Class will disclose that it will link its returns to Tactical Fund through the use of forward contracts and that Tactical Fund invests directly in a combination of ETFs and Underlying Funds. It will therefore be clear to investors that accountability for portfolio management is at the level of the Tactical Fund. In addition, the Filer will comply with the requirements under National Instrument 81-106 Investment Fund Continuous Disclosure relating to top 25 disclosure in the Management Report of Fund Performance as if the Tactical Class were invested directly in the ETFs and Underlying Funds. This will provide transparency to investors relating to the investment portfolio.

13. An investment by Tactical Fund in units of the ETFs and Underlying Funds represents the business judgment of responsible persons uninfluenced by considerations other than the best interests of Tactical Fund.

Decision

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

The decision of the principal regulator under the Legislation is that the Exemption Sought is granted to allow Tactical Class to link its returns to Tactical Fund, provided that such investments are made in compliance with all other requirements of section 2.5 of NI 81-102, except to the extent that discretionary relief has been granted from any such requirements.

Magma Energy Corp.

Headnote

Multilateral Instrument 11-102 Passport System and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency, s. 9.1 -- An issuer wants relief from the requirement to audit acquisition statements in accordance with Canadian or U.S. GAAS -- the issuer acquired or will acquire a business whose historical financial statements have not been audited in accordance with Canadian or U.S. GAAS; the acquired business' financial statements have been audited in accordance with International Standards on Auditing; for various reasons, it would be impractical to re-audit the business' financial statements in accordance with Canadian or U.S. GAAS; the audit report will be accompanied by a statement by the auditor that describes any material differences in the form of report as compared to a Canadian GAAS audit report, and indicates that its report would not contain a reservation if it were prepared in accordance with Canadian GAAS.

National Instrument 44-101 Short Form Prospectus Distributions, s. 8.1 -- Financial Statements -- An issuer wants relief from the requirement to review interim acquisition statements in accordance with Canadian or U.S. GAAS -- The issuer acquired or will acquire a business whose historical financial statements have not been audited in accordance with Canadian or U.S. GAAS; the acquired business' annual financial statements have been audited in accordance with International Standards on Auditing; the review of the interim acquisition statements will be done in accordance with the International Standards for Review Engagements.

Applicable Legislative Provisions

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

National Instrument 44-101 Short Form Prospectus Distributions, ss. 4.3, 8.1.

June 18, 2010

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

BRITISH COLUMBIA AND ONTARIO

(the Jurisdictions)

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

MAGMA ENERGY CORP.

(the Filer)

DECISION

Background

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

(a) the Filer be exempted from the requirement in section 6.2 of National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency (NI 52-107) that acquisition statements must be audited in accordance with Canadian generally accepted auditing standards (Canadian GAAS) or United States generally accepted auditing standards (US GAAS) with respect to certain annual financial statements of Orka (as defined below) to be included in a short form prospectus of the Filer (the Prospectus) to be filed under National Instrument 44-101 Short Form Prospectus Distributions (NI 44-101) and in certain business acquisition reports (the BARs) required to be filed under section 8.2 of National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) for acquisitions by the Filer of shares of Orka, including the Transactions (as defined below);

(b) the Filer be exempted from the requirement in section 4.3 of NI 44-101 that any unaudited financial statements of Orka included in a short form prospectus be reviewed in accordance with Canadian GAAS or US GAAS with respect to certain interim financial statements of Orka to be included in the Prospectus (together with the relief requested in paragraph (a), the Requested Relief on Auditing Standards); and

(c) the Application and this decision be held in confidence by the Decision Makers (the Requested Confidentiality Relief).

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

(a) the British Columbia Securities Commission is the principal regulator for this application;

(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 (MI 11-102) is intended to be relied on in Alberta, Manitoba, Saskatchewan, New Brunswick, Newfoundland and Labrador, Nova Scotia, Prince Edward Island, Northwest Territories, Nunavut and Yukon; and

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

Interpretation

Terms defined in National Instrument 14-101 Definitions and MI 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's head office is located at 410 -- 625 Howe Street, Vancouver, British Columbia, V6C 2T6;

2. the Filer is a corporation existing under the Business Corporations Act (British Columbia) with a financial year end of June 30;

3. the Filer is a reporting issuer in each of the provinces and territories of Canada, except Québec; the Filer is not in default of securities legislation in any jurisdiction, except for the requirement to file a BAR for the First Transaction (as defined below) by the due date of June 15, 2010;

4. the common shares of the Filer are listed and posted for trading on the Toronto Stock Exchange under the symbol "MXY";

5. the Filer's annual financial statements are prepared in accordance with Canadian generally accepted auditing principles (Canadian GAAP) and are audited in accordance with Canadian GAAS;

6. on December 14, 2009, the Filer completed an acquisition (the Initial BAR Transaction) of 32.32% of the outstanding shares of HS Orka hf (Orka); following this acquisition, the Filer held an aggregate of 40.94% of the issued and outstanding shares of Orka; the Initial BAR Transaction constituted a "significant acquisition" for the Filer within the meaning of section 8.3 of NI 51-102 and the Filer filed a business acquisition report for this acquisition on March 1, 2010;

7. on March 31, 2010, the Filer acquired an additional 2.25% of Orka's outstanding shares (the First Transaction);

8. on May 11, 2010, the Filer acquired an additional 2.99% of Orka's outstanding shares (the Second Transaction);

9. on May 17, 2010, the Filer entered into an agreement to acquire a further 52.35% of the issued and outstanding shares of Orka; should the transactions contemplated by this agreement (the Final Transaction and, together with the First Transaction and the Second Transaction, the Transactions) be completed, the Filer would hold 98.53% of the issued and outstanding shares of Orka;

10. as the First Transaction and the Second Transaction took place in the same financial year of the Filer as the Initial BAR Transaction, the Filer is required by section 8.3(11) of NI 51-102 to include the Initial BAR Transaction when determining whether the First Transaction and the Second Transaction each constitute a "significant acquisition" for the Filer within the meaning of section 8.3 of NI 51-102; accordingly, the Filer will be required to file separate BARs in accordance with section 8.2 of NI 51-102 for each of the First Transaction and the Second Transaction;

11. the Filer expects the Final Transaction to be completed in a financial year subsequent to the year in which the Initial BAR Transaction, the First Transaction, and the Second Transaction were completed; the Filer also expects that the Final Transaction will constitute a "significant acquisition" for the Filer within the meaning of section 8.3 of NI 51-102; accordingly, the Filer will be required to file a BAR in accordance with section 8.2 of NI 51-102 for the Final Transaction;

12. Orka is a limited liability company incorporated and domiciled in Iceland, and is not a public company;

13. Orka's auditor is KPMG hf, the Iceland affiliate of KPMG International, a global network of professional firms providing audit, tax and advisory services;

14. Orka's auditor has represented to the Filer that it has expertise and experience in International Standards on Auditing (ISA) as issued by the International Auditing and Assurance Standards Board (IAASB);

15. the Filer intends to file the Prospectus for an offering of securities in order to raise sufficient capital to complete the Final Transaction (the Proposed Offering);

16. under Item 10.2 of Form 44-101F1, certain historical audited annual financial statements and unaudited interim financial statements of Orka will be required to be included in the Prospectus;

17. under section 8.4 of NI 51-102, certain historical audited annual financial statements and unaudited interim financial statements of Orka will be required to be included in the BAR;

18. the Filer will include the financial statements required by section 8.4 of NI 51-102 and Item 10.2 of Form 44-101F1 in any BAR and Prospectus filed, for each acquisition as follows:

a. audited annual financial statements of Orka for the most recently completed financial year ended on or before the date of acquisition, with comparatives for the financial year immediately preceding the most recently completed financial year (the Orka Annual Financial Statements);

b. unaudited interim condensed financial statements of Orka for the most recently completed interim period ended after the annual audited financial statements but before the date of acquisition, with comparatives for the comparable period in the preceding financial year (the Orka Interim Financial Statements); and

c. pro forma financial statements;

19. the Orka Annual Financial Statements will be prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (EU), audited in accordance with ISA as issued by the IAASB and will include a reconciliation to Canadian GAAP for the most recently completed financial year prior to the acquisition, in accordance with the requirements of subsection 6.1(4) of NI 52-107;

20. the Orka Interim Financial Statements will be prepared in accordance with IFRS as adopted by the EU, will be reviewed by Orka's auditors in accordance with the International Standards on Review Engagements as issued by the IAASB for inclusion in the Prospectus and will include a reconciliation to Canadian GAAP for the most recently completed financial period prior to the acquisition, in accordance with the requirements of subsection 6.1(4) of NI 52-107;

21. section 6.2 of NI 52-107 and section 4.3 of NI 44-101 do not permit the Filer to file the Orka Annual Financial Statements and the Orka Interim Financial Statements audited in accordance with ISA as issued by the IAASB or reviewed in accordance with the International Standards on Review Engagements as issued by the IAASB because the Filer is not a "foreign issuer" within the meaning of NI 52-107; and

22. having the Orka Annual Financial Statements audited a second time in accordance with Canadian GAAS and having the Orka Interim Financial Statements reviewed a second time in accordance with Canadian GAAS would cause the Filer substantial additional costs and management time and delay in filing the Prospectus.

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 is that

1. the Requested Relief on Auditing Standards is granted, provided that:

(a) the Orka Annual Financial Statements are audited in accordance with ISA as issued by the IAASB;

(b) the Orka Interim Financial Statements are reviewed in accordance with International Standards on Review Engagements as issued by the IAASB; and

(c) the auditor's report accompanying the Orka Annual Financial Statements contains or is accompanied by a statement by the auditor that:

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

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

2. the Requested Confidentiality Relief is granted until the earlier of

(a) the date the Filer publicly announces the Proposed Offering;

(b) the date that a preliminary short form prospectus is filed in respect of the Proposed Offering, and

(c) the date that is 90 days from the date of this decision.

Lehman Brothers & Associates Corp. et al. -- ss. 127(1), 127(5)

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

LEHMAN BROTHERS & ASSOCIATES CORP.,

GREG MARKS, MICHAEL LEHMAN (a.k.a.

MIKE LAYMEN), KENT EMERSON LOUNDS

AND GREGORY WILLIAM HIGGINS

TEMPORARY ORDER

Sections 127(1) & 127(5)

WHEREAS it appears to the Ontario Securities Commission (the "Commission") that:

1. TBS New Media Ltd. ("TBS") is a corporation incorporated pursuant to the laws of Ontario;

2. Shares in TBS were sold to investors in Ontario and throughout Canada purportedly pursuant to a private placement which was conducted from 2004 to 2008;

3. Lehman Brothers & Associates Corp. ("Lehman Corp.") is a company that was purportedly operating out of Montreal, Quebec and controlled by Michael (Mike) Lehman (a.k.a. Mike Laymen) ("Lehman").

4. In 2008 and 2009, representatives of Lehman Corp., including Greg Marks ("Marks"), solicited TBS shareholders to sell their shares in TBS at a substantial premium in exchange for an advance fee from these TBS shareholders;

5. TBS shareholders were instructed to wire the advance fee to bank accounts in Ontario in the name of Emerson Global Holdings ("Emerson") and/or Triad Holdings ("Triad");

6. In response to the solicitations by representatives of Lehman Corp. regarding their TBS shares, TBS shareholders transferred a total of approximately $225,000 to the accounts of Emerson and Triad and received nothing in return;

7. Keith Emerson Lounds ("Lounds") is a resident of Ontario and was the sole beneficiary and sole signing authority for the Emerson bank accounts at the time when funds from TBS shareholders were deposited into these accounts in Ontario;

8. Gregory William Higgins ("Higgins") is a resident of Ontario and was the sole beneficiary and sole signing authority for the Triad bank accounts at the time when funds from TBS shareholders were deposited into these accounts in Ontario;

9. As a result of its investigation to date, Staff are of the view that Lehman Corp., Marks, Lehman, Lounds, and Higgins may have engaged in the following conduct in violation of the Act:

(i) trading in TBS securities without proper registration or appropriate exemption from the registration requirements under the Act, contrary to section 25 of the Act; and

(ii) engaging or participating in acts or a course of conduct relating to the TBS securities that they knew or ought to have known perpetrates a fraud on any person or company contrary to section 126.1 of the Act.

AND WHEREAS the Commission is of the opinion that the time required to conclude a hearing could be prejudicial to the public interest as set out in s. 127(5) of the Act;

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

AND WHEREAS by Commission order made August 31, 2009 pursuant to section 3.5(3) of the Act, any one of W. David Wilson, James E. A. Turner, David L. Knight, Carol S. Perry, Patrick J. LeSage, James D. Carnwath and Mary G. Condon, acting alone, is authorized to make orders under section 127 of the Act;

IT IS ORDERED pursuant to clause 2 of subsection 127(1) of the Act that Lehman Corp., Marks, Lehman, Lounds, and Higgins cease trading in all securities;

IT IS FURTHER ORDERED pursuant to clause 3 of subsection 127(1) of the Act that any exemptions contained in Ontario securities law do not apply to Lehman Corp., Marks, Lehman, Lounds, and Higgins; and

IT IS FURTHER ORDERED pursuant to subsection 127(6) of the Act that this order shall take effect immediately and shall expire on the fifteenth day after its making unless extended by order of the Commission.

Dated at Toronto this 29th day of June, 2010

"David Wilson"

Anthony Ianno and Saverio Manzo

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

ANTHONY IANNO AND SAVERIO MANZO

ORDER

WHEREAS on March 8, 2010 the Ontario Securities Commission (the "Commission") issued a Notice of Hearing and Statement of Allegations in this matter pursuant to sections 127 and 127.1 of the Securities Act, R.S.O. 1990, c. S.5, as amended;

AND WHEREAS a pre-hearing conference was held in this matter on July 7, 2010;

AND WHEREAS Saverio Manzo ("Manzo") attended the pre-hearing conference in person, and Anthony Ianno ("Ianno") and Staff of the Commission ("Staff") were represented by counsel;

AND WHEREAS the Commission was advised that all parties consented to the following order;

IT IS ORDERED THAT:

1. A further pre-hearing conference will be held in this matter on Tuesday, November 16, 2010 at 10:00 am; and

2. The hearing on the merits in this matter will take place on the following dates: January 31, February 1, 2, 3, 4, 7, 9, 10, 11, 14, 15, 16, 17, 18, and 23, 2011, or on such further or other dates as shall be agreed by the parties and fixed by the Office of the Secretary.

DATED at Toronto this 7th day of July, 2010.

"Carol S. Perry"

ART Advanced Research Technologies Inc. -- s. 144

Headnote

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

Applicable Legislative Provisions

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

IN THE MATTER OF

THE SECURITIES ACT,

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

(THE "ACT")

AND

IN THE MATTER OF

ART ADVANCED RESEARCH TECHNOLOGIES INC.

ORDER

(Section 144)

WHEREAS the securities of ART Advanced Research Technologies Inc. (the "Applicant") are subject to a cease trade order made by the Director dated November 26, 2009 under subsections 127(1) and 127(5) of the Act and as extended by a further cease trade order made by the Director dated December 8, 2009 under subsection 127(1) of the Act directing that trading in the securities of the Applicant cease unless revoked by a further order of revocation (the "Cease Trade Order");

AND WHEREAS the Applicant has applied to the Ontario Securities Commission (the "Commission") pursuant to section 144 of the Act (the "Application") for a full revocation of the Cease Trade Order;

AND WHEREAS the Applicant has represented to the Commission that:

1. The Applicant was incorporated under the Canada Business Corporations Act, R.S.C. (1985), c. C-44 (the "CBCA") on October 13, 2006. Its head office is located at 2300, Alfred Nobel Boulevard, Montréal, Québec, H4S 2A4.

2. The Applicant offers molecular imaging products for the medical and pharmaceutical sectors.

3. The Applicant's authorized share capital consists of an unlimited number of Class A Common Shares. Currently, the only shares issued and outstanding are 2,877,388 Class A Common Shares.

4. The Applicant is a reporting issuer in all provinces of Canada.

5. The Cease Trade Order was issued due to the default of the Applicant to file interim financial statements and interim management's discussion and analysis as prescribed by National Instrument 51-102 -- Continuous Disclosure Obligations for the period ended September 30, 2009 (together, the "Q3 Financials") within the prescribed deadline. No further financial statements or management's discussion and analysis have been filed by the Applicant since that time.

6. In addition to the Cease Trade Order, the Applicant is subject to the following cease trade orders, each of which was issued due to the failure of the Applicant to file its Q3 Financials:

(a) order issued by the British Columbia Securities Commission on November 20, 2009;

(b) order issued by the Manitoba Securities Commission on November 26, 2009; and

(c) order issued by the Autorité des marchés financiers on December 4, 2009.

7. The Applicant is not in default of any requirements of the Cease Trade Order or the Act or the rules and regulations made pursuant thereto, subject to the deficiencies that led to the issuance of the Cease Trade Order.

8. The Applicant's common shares were delisted from the Toronto Stock Exchange at the close of business on December 11, 2009

9. No securities of ART are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation.

10. On December 11, 2009, Dorsky Worldwide Corp. acquired all of the Applicant's issued and outstanding common shares pursuant to a reorganization under Section 191 of the Canada Business Corporations Act (Canada).

11. As a result, Dorsky Worldwide Corp. has been since December 11, 2009 the sole securityholder of the Applicant. Thus, the outstanding securities of the Applicant, including debt securities, are beneficially owned, directly or indirectly, by less than 15 security holders in each of the jurisdictions in Canada and less than 51 security holders in total in Canada.

12. The Applicant has no intention currently to seek financing by way of a private or public placement in a jurisdiction of Canada.

13. The Applicant has filed applications pursuant to Policy Statement 11-203 Respecting Process for Exemptive Relief Applications in Multiple Jurisdictions to cease to be a reporting issuer in all jurisdictions in which it is currently a reporting issuer, except British Columbia.

14. With respect to British Columbia, the Applicant applied to voluntarily surrender its status as a reporting issuer under British Columbia Instrument 11-502 - Voluntary Surrender of Reporting Issuer Status on February 9, 2010. As a result of such application, the Applicant ceased to be a reporting issuer in British Columbia effective February 19, 2010.

15. Upon the Applicant being deemed to have ceased to be a reporting issuer under the securities legislation of all provinces, the Applicant will no longer be a reporting issuer in any jurisdiction in Canada.

AND UPON considering the Application and the recommendation of the staff of the Commission;

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

IT IS ORDERED, pursuant to section 144 of the Act, that the Cease Trade Order is fully revoked as of the date on which the Applicant ceases to be a reporting issuer under the Act.

DATED March 31, 2010.

Agoracom Investor Relations Corp. et al.

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

AGORACOM INVESTOR RELATIONS CORP.,

AGORA INTERNATIONAL ENTERPRISES CORP.,

GEORGE TSIOLIS and APOSTOLIS KONDAKOS

(a.k.a. PAUL KONDAKOS)

ORDER

WHEREAS on April 1, 2010, the Ontario Securities Commission ("Commission") issued a Notice of Hearing, pursuant to sections 127 and 127.1 of the Securities Act, R.S.O. 1990, c.S.5, accompanied by a Statement of Allegations of Staff of the Commission ("Staff") for a hearing to commence on April 26, 2010;

AND WHEREAS at a hearing on April 26, 2010, counsel for Staff and counsel for the Respondents consented to the scheduling of a confidential pre-hearing conference on July 7, 2010;

AND WHEREAS at the pre-hearing conference on July 7, 2010, counsel for Staff and counsel for the Respondents consented to the scheduling of a further pre-hearing conference and the hearing on the merits;

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

IT IS ORDERED that:

1) a further confidential pre-hearing conference shall take place on September 21, 2010 at 9:00 a.m.; and

2) the hearing on the merits shall commence on February 14, 2011 at 10:00 a.m. and shall continue to and including March 11, 2011 (other than February 21 and 22 and March 8, 2011), or such further or other dates as shall be agreed to by the parties and fixed by the Office of the Secretary.

Dated at Toronto this 7th day of July, 2010

"James E. A. Turner"

Carlton Ivanhoe Lewis 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

CARLTON IVANHOE LEWIS, MARK ANTHONY

SCOTT, SEDWICK HILL, LEVERAGEPRO INC.,

PROSPOREX INVESTMENT CLUB INC.,

PROSPOREX INVESTMENTS INC.,

PROSPOREX LTD., PROSPOREX INC.,

PROSPOREX FOREX SPV TRUST,

NETWORTH FINANCIAL GROUP INC., and

NETWORTH MARKETING SOLUTIONS

TEMPORARY ORDER

(Sections 127(1) and (8))

WHEREAS on March 11, 2009 the Ontario Securities Commission (the "Commission") made a Temporary Order pursuant to subsections 127(1) and (5) of the Securities Act, R.S.O. 1990 c. S.5, as amended (the "Act") that (a) pursuant to clause 2 of subsection 127(1) of the Act all trading in securities of MSI Canada Inc., Prosporex Investment Club Inc. and Dominion Investments Club Inc. shall cease; (b) pursuant to clause 2 of the subsection 127(1) of the Act trading in any securities by all of the respondents shall cease; and (c) pursuant to clause 3 of subsection 127(1) of the Act, any exemptions contained in Ontario securities law do not apply to the respondents (the "Temporary Order");

AND WHEREAS on March 24, 2009, the Commission ordered that the Temporary Order of March 11, 2009 be extended to July 24, 2009, subject to an exception concerning the respondent Sedwick Hill;

AND WHEREAS on July 23, 2009, the Commission extended the Temporary Order to November 25, 2009 and adjourned the hearing to November 24, 2009 at 2:30 p.m.;

AND WHEREAS on August 25, 2009, the Commission varied the Temporary Order to remove the exception that had applied to the respondent Sedwick Hill and extended the Temporary Order, as varied, to November 24, 2009;

AND WHEREAS on November 24, 2009, the Commission added Prosporex Forex SPV Trust as a respondent, extended the Temporary Order, as varied, to January 18, 2010 and adjourned the hearing to January 15, 2010 at 10:00 a.m.;

AND WHEREAS on January 15, 2010, the Commission extended the Temporary Order to March 26, 2010 and adjourned the hearing to March 25, 2010 at 10:00 a.m.;

AND WHEREAS on March 12, 2010, Staff issued Statements of Allegations and Notices of Hearing in the following matters:

(1) with respect to Albert Leslie James (formerly identified as Albert James in the Temporary Order), Ezra Douse and Dominion Investments Club Inc.;

(2) with respect to Wilton J. Neale (formerly identified as Wilton John Neale in the Temporary Order), Multiple Streams of Income (MSI) Inc. (formerly identified as MSI Canada In. in the Temporary Order) and 360 Degree Financial Services Inc.; and

(3) with respect to Carlton Ivanhoe Lewis, Mark Anthony Scott, Sedwick Hill, Leverage Pro Inc. (formerly identified as LeveragePro Inc. in the Temporary Order), Prosporex Investment Club Inc., Prosporex Investments Inc., Prosporex Ltd., Prosporex Inc., Prosporex Forex SPV Trust, Networth Financial Group Inc., and Networth Marketing Solutions;

AND WHEREAS the Commission held a hearing in this matter on March 25, 2010 and made an Order governing disclosure and extending the Temporary Order to May 14, 2010;

AND WHEREAS on May 13, 2010, the Commission held a hearing in this matter as well as an in camera pre-hearing conference, and extended the Temporary Order to June 17, 2010;

AND WHEREAS on June 16, 2010, the Commission held a hearing in this matter, Staff requested an extension of the Temporary Order and a date for the hearing of the matter, and the above-named respondents did not appear but gave their consent to the order requested by Staff or did not object to it;

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

AND WHEREAS by Commission order made August 31, 2009, pursuant to subsection 3.5(3) of the Act, each of W. David Wilson, James E. A. Turner, David L. Knight, Carol S. Perry, Patrick LeSage, James D. Carnwath and Mary Condon, acting alone, is authorized to make orders under subsection 127(8) of the Act;

IT IS ORDERED THAT:

(1) the Temporary Order insofar as it relates to the above-named respondents is extended to July 14, 2010 on the same terms as the Order dated March 26, 2010; and

(2) a hearing in this matter will take place commencing on July 13, 2010 at 10:00 a.m. or such further or other dates as agreed to by the parties and fixed by the Office of the Secretary of the Commission.

DATED at Toronto this 16th day of June, 2010.

"James E. A. Turner"

Albert Leslie James 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

ALBERT LESLIE JAMES, EZRA DOUSE

and DOMINION INVESTMENTS CLUB INC.

TEMPORARY ORDER

(Sections 127(1) and (8))

WHEREAS on March 11, 2009 the Ontario Securities Commission (the "Commission") made a Temporary Order pursuant to subsections 127(1) and (5) of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act") that (a) pursuant to clause 2 of subsection 127(1) of the Act, all trading in securities of MSI Canada Inc., Prosporex Investment Club Inc. and Dominion Investments Club Inc. shall cease; (b) pursuant to clause 2 of subsection 127(1) of the Act, trading in any securities by all of the respondents shall cease; and (c) pursuant to clause 3 of subsection 127(1) of the Act, any exemptions in Ontario securities law do not apply to the respondents (the "Temporary Order");

AND WHEREAS on March 24, 2009, the Commission ordered that the Temporary Order of March 11, 2009 be extended to July 24, 2009, subject to an exception concerning the respondent Sedwick Hill;

AND WHEREAS on July 23, 2009, the Commission extended the Temporary Order to November 25, 2009 and adjourned the hearing to November 24, 2009 at 2:30 p.m.;

AND WHEREAS on August 25, 2009, the Commission varied the Temporary Order to remove the exception that had applied to the respondent Sedwick Hill and extended the Temporary Order as varied, to November 24, 2009;

AND WHEREAS on November 24, 2009, the Commission added Prosporex Forex SPV Trust as a respondent, extended the Temporary Order, as varied, to January 18, 2010 and adjourned the hearing to January 15, 2010 at 10:00 a.m.;

AND WHEREAS on January 15, 2010, the Commission extended the Temporary Order to March 26, 2010 and adjourned the hearing to March 25, 2010 at 10:00 a.m.;

AND WHEREAS on March 12, 2010, Staff issued Statements of Allegations and Notices of Hearing in the following matters:

(1) with respect to Albert Leslie James (formerly identified as Albert James in the Temporary Order), Ezra Douse and Dominion Investments Club Inc.;

(2) with respect to Wilton J. Neale (formerly identified as Wilton John Neale in the Temporary Order), Multiple Streams of Income (MSI) Inc. (formerly identified as MSI Canada Inc. in the Temporary Order) and 360 Degree Financial Services Inc.; and

(3) with respect to Carlton Ivanhoe Lewis, Mark Anthony Scott, Sedwick Hill, Leverage Pro Inc. (formerly identified as LeveragePro Inc. in the Temporary Order), Prosporex Investment Club Inc., Prosporex Investments Inc., Prosporex Ltd., Prosporex Inc., Prosporex Forex SPV Trust, Networth Financial Group Inc., and Networth Marketing Solutions;

AND WHEREAS the Commission held a hearing in this matter on March 25, 2010 and made an Order governing disclosure and extending the Temporary Order to May 14, 2010;

AND WHEREAS on May 13, 2010, the Commission held a hearing in this matter as well as an in camera pre-hearing conference and extended the Temporary Order to June 17, 2010;

AND WHEREAS on June 16, 2010, the Commission held a hearing in this matter, Staff requested an extension of the Temporary Order and a date for the hearing of the matter, and the above-named respondents did not appear but gave their consent to the order requested by Staff or did not object to it;

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

AND WHEREAS by Commission order made August 31, 2009, pursuant to subsection 3.5(3) of the Act, each of W. David Wilson, James E. A. Turner, David L. Knight, Carol S. Perry, Patrick LeSage, James D. Carnwath and Mary Condon, acting alone, is authorized to make orders under subsection 127(8) of the Act;

IT IS ORDERED THAT:

(1) the Temporary Order insofar as it relates to the above-named respondents is extended to July 14, 2010 ; and

(2) a hearing in this matter will take place commencing on July 13, 2010 at 2:00 p.m. or such further or other dates as agreed to by the parties and fixed by the Office of the Secretary of the Commission.

DATED at Toronto this 16th day of June, 2010.

"James E. A. Turner"

Wilton J. Neale 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

WILTON J. NEALE,

MULTIPLE STREAMS OF INCOME (MSI) INC.

and 360 DEGREE FINANCIAL SERVICES INC.

TEMPORARY ORDER

(Sections 127(1) and (8))

WHEREAS on March 11, 2009 the Ontario Securities Commission (the "Commission") made a Temporary Order pursuant to subsections 127(1) and (5) of the Securities Act, R.S.O. 1990 c. S.5, as amended (the "Act") that (a) pursuant to clause 2 of subsection 127(1) of the Act all trading in securities of MSI Canada Inc., Prosporex Investment Club Inc. and Dominion Investments Club Inc. shall cease; (b) pursuant to clause 2 of the subsection 127(1) of the Act trading in any securities by all of the respondents shall cease; and (c) pursuant to clause 3 of subsection 127(1) of the Act, any exemptions contained in Ontario securities law do not apply to the respondents (the "Temporary Order");

AND WHEREAS on March 24, 2009, the Commission ordered that the Temporary Order of March 11, 2009 be extended to July 24, 2009, subject to an exception concerning the respondent Sedwick Hill;

AND WHEREAS on July 23, 2009, the Commission extended the Temporary Order to November 25, 2009 and adjourned the hearing to November 24, 2009 at 2:30 p.m.;

AND WHEREAS on August 25, 2009, the Commission varied the Temporary Order to remove the exception that had applied to the respondent Sedwick Hill and extended the Temporary Order, as varied, to November 24, 2009;

AND WHEREAS on November 24, 2009, the Commission added Prosporex Forex SPV Trust as a respondent, extended the Temporary Order, as varied, to January 18, 2010 and adjourned the hearing to January 15, 2010 at 10:00 a.m.;

AND WHEREAS on January 15, 2010, the Commission extended the Temporary Order to March 26, 2010 and adjourned the hearing to March 25, 2010 at 10:00 a.m.;

AND WHEREAS on March 12, 2010, Staff issued Statements of Allegations and Notices of Hearing in the following matters:

(1) with respect to Albert Leslie James (formerly identified as Albert James in the Temporary Order), Ezra Douse and Dominion Investments Club Inc.;

(2) with respect to Wilton J. Neale (formerly identified as Wilton John Neale in the Temporary Order), Multiple Streams of Income (MSI) Inc. (formerly identified as MSI Canada In. in the Temporary Order) and 360 Degree Financial Services Inc.; and

(3) with respect to Carlton Ivanhoe Lewis, Mark Anthony Scott, Sedwick Hill, Leverage Pro Inc. (formerly identified as LeveragePro Inc. in the Temporary Order), Prosporex Investment Club Inc., Prosporex Investments Inc., Prosporex Ltd., Prosporex Inc., Prosporex Forex SPV Trust, Networth Financial Group Inc., and Networth Marketing Solutions;

AND WHEREAS the Commission held a hearing in this matter on March 25, 2010 and made an Order governing disclosure and extending the Temporary Order to May 14, 2010;

AND WHEREAS on May 13, 2010, the Commission held a hearing in this matter as well as an in camera pre-hearing conference and extended the Temporary Order to June 17, 2010;

AND WHEREAS on June 16, 2010, the Commission held a hearing in this matter, Staff requested an extension of the Temporary Order and a date for the hearing of the matter, and the above-named respondents did not appear but gave their consent to the order requested by Staff or did not object to it;

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

AND WHEREAS by Commission order made August 31, 2009, pursuant to subsection 3.5(3) of the Act, each of W. David Wilson, James E. A. Turner, David L. Knight, Carol S. Perry, Patrick LeSage, James D. Carnwath and Mary Condon, acting alone, is authorized to make orders under subsection 127(8) of the Act;

IT IS ORDERED THAT:

(1) the Temporary Order insofar as it relates to the above-named respondents is extended to July 14, 2010 on the same terms as the Order dated March 26, 2010; and

(2) a hearing in this matter will take place commencing on July 13, 2010 at 2:00 p.m. or such further or other dates as agreed to by the parties and fixed by the Office of the Secretary of the Commission.

DATED at Toronto this 16th day of June, 2010.

"James E. A. Turner"

Hillcorp International Services et al. -- ss. 127(1), 127(7), 127(8)

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

HILLCORP INTERNATIONAL SERVICES,

HILLCORP WEALTH MANAGEMENT,

SUNCORP HOLDINGS, 1621852 ONTARIO LIMITED,

STEVEN JOHN HILL, and DANNY DE MELO

ORDER

Sections 127(1), 127(7) and 127(8)

WHEREAS on July 21, 2009 the Ontario Securities Commission (the "Commission") issued a temporary cease trade order (the "Temporary Order") and on July 24, 2009 issued an amended temporary cease trade order (the "Amended Order") pursuant to subsections 127(1) and 127(5) of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act") ordering the following:

1. that all trading in any securities by 1621852 Ontario Limited ("162 Ontario"), Hillcorp International Services ("Hillcorp International"), Hillcorp Wealth Management ("Hillcorp Wealth"), Suncorp Holdings or their agents or employees shall cease;

2. that all trading in any securities by Steven John Hill ("Hill"), John C. McArthur ("McArthur"), Daryl Renneberg ("Renneberg") and Danny De Melo ("De Melo") shall cease;

3. that the exemptions contained in Ontario securities law do not apply to 162 Limited, Hillcorp International, Hillcorp Wealth, Suncorp Holdings or their agents or employees; and

4. that the exemptions contained in Ontario securities law do not apply to Hill, McArthur, Renneberg and De Melo;

AND WHEREAS on July 21, 2009 the Commission ordered that the Temporary Order shall expire on the 15th day after its making unless extended by the Commission and on July 24, 2009 the Commission ordered that the Amended Order shall expire on August 5, 2009;

AND WHEREAS the Commission ordered on August 5, 2009 that the Amended Order was extended until February 8, 2010 on certain terms set out in that Order;

AND WHEREAS the Commission ordered on February 5, 2010 that the Amended Order was further extended until July 12, 2010 on certain terms set out in that Order, and that the hearing was adjourned to July 9, 2010 at 10:00 am. On February 5, 2010, Staff of the Commission ("Staff") informed the panel that they did not seek to extend the Amended Order against McArthur;

AND WHEREAS Renneberg entered into a Settlement Agreement with Staff dated April 23, 2010, which was approved by order of the Commission on April 27, 2010;

AND WHEREAS Staff of the Commission ("Staff") request a further order continuing the Amended Order against 162 Ontario, Hillcorp International, Hillcorp Wealth, Suncorp Holdings, Hill and De Melo;

AND WHEREAS the Commission reviewed the written consent of Hillcorp International, Hillcorp Wealth, Suncorp Holdings, 162 Ontario, Hill and De Melo;

AND WHEREAS the Commission heard submissions from counsel for Staff;

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

IT IS HEREBY ORDERED pursuant to subsections 127(7) and 127(8) of the Act that the Amended Order is further extended against 162 Ontario, Hillcorp International, Hillcorp Wealth, Suncorp Holdings, Hill and De Melo to February 28, 2011 and specifically:

1. that all trading in any securities by and of 162 Ontario, Hillcorp International, Hillcorp Wealth and Suncorp Holdings shall cease;

2. that the exemptions contained in Ontario securities law do not apply to 162 Limited, Hillcorp International, Hillcorp Wealth and Suncorp Holdings or their agents or employees;

3. that all trading in any securities by Hill and De Melo shall cease; and

4. that the exemptions contained in Ontario securities law do not apply to Hill and De Melo.

IT IS FURTHER ORDERED that the Hearing is adjourned to Friday February 25, 2011 at 10:00 am.

Dated at Toronto this 9th day of July, 2010

"Carol S. Perry"

Global Energy Group, Ltd. and New Gold Limited Partnerships

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

GLOBAL ENERGY GROUP, LTD. AND

NEW GOLD LIMITED PARTNERSHIPS

ORDER

(Subsection 127(8))

WHEREAS on July 10, 2008, the Ontario Securities Commission (the "Commission") issued a Temporary Order, pursuant to subsections 127(1) and (5) of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act"), that all trading by Global Energy Group, Ltd. ("Global Energy") and the New Gold Limited Partnerships (the "New Gold Partnerships") and their officers, directors, employees and/or agents in securities of the New Gold Partnerships shall cease (the "Temporary Order");

AND WHEREAS on July 10, 2008, 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 July 15, 2008, the Commission issued a Notice of Hearing to consider, among other things, the extension of the Temporary Order, such hearing to be held on July 23, 2008 at 11:00 a.m.;

AND WHEREAS the Notice of Hearing sets out that the hearing is to consider, inter alia, whether, in the opinion of the Commission, it is in the public interest, pursuant to subsections 127(7) and (8) of the Act, to extend the Temporary Order until such time as considered necessary by the Commission;

AND WHEREAS a hearing was held on July 23, 2008 at 11:00 a.m. where Staff and counsel for Global Energy appeared but no counsel appeared for the New Gold Partnerships;

AND WHEREAS on July 23, 2008, the Temporary Order was continued until August 6, 2008 and the hearing in this matter was adjourned until August 5, 2008 at 3:00 p.m. on consent of Staff and counsel for Global Energy;

AND WHEREAS a hearing was held on August 5, 2008 at 3:00 p.m. where Staff and counsel for Global Energy appeared but no counsel appeared for the New Gold Partnerships;

AND WHEREAS on August 5, 2008, the Temporary Order was continued until December 4, 2008 and the hearing in this matter was adjourned until December 3, 2008 at 10:00 a.m. on consent of Staff and counsel for Global Energy;

AND WHEREAS on December 3, 2008, on the basis of the record for the written hearing and on consent of Staff and counsel for Global Energy, a Panel of the Commission ordered that the Temporary Order be extended until June 11, 2009 and that the hearing in this matter be adjourned to June 10, 2009, at 10:00 a.m.;

AND WHEREAS on June 10, 2009, Staff advised the Commission that Victor Tsatskin, a.k.a. Vadim Tsatskin ("Tsatskin"), an agent of Global Energy, would not be attending the hearing and was not opposed to Staff's request for the extension of the Temporary Order and no counsel has communicated with Staff on behalf of New Gold Partnerships;

AND WHEREAS on June 10, 2009, on hearing the submissions of Staff, a Panel of the Commission ordered that the Temporary Order be extended until October 9, 2009 and that the hearing in this matter be adjourned to October 8, 2009, at 10:00 a.m.;

AND WHEREAS on October 8, 2009, on hearing the submissions of Staff, a Panel of the Commission ordered that the Temporary Order be extended until March 11, 2010 and that the hearing in this matter be adjourned to March 10, 2010, at 10:00 a.m.;

AND WHEREAS on March 10, 2010, on hearing the submissions of Staff, a Panel of the Commission ordered that the Temporary Order be extended until July 12, 2010 and that the hearing in this matter be adjourned to July 9, 2010, at 11:30 a.m.;

AND WHEREAS on July 6, 2010, Staff communicated with Tsatskin, an agent of Global Energy, advising him of this appearance and Tsatskin advised Staff that he is not opposed to an extension of the Temporary Order until September 1, 2010;

AND WHEREAS no counsel or individual has communicated with Staff on behalf of New Gold Partnerships;

AND WHEREAS on July 9, 2010, counsel for Staff appeared and made submissions before the Commission and no person appeared on behalf of Global Energy or New Gold;

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

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

IT IS HEREBY ORDERED, pursuant to subsection 127(8) of the Act, that the Temporary Order is extended to September 1, 2010 and that the hearing in this matter is adjourned to September 1, 2010, at 1:00 p.m. or on such other date as provided by the Secretary's Office and agreed to by the parties.

DATED at Toronto this 9th day of July, 2010.

"Carol S. Perry"

MLB Industries Inc. -- s. 144

Headnote

Application by an issuer for a revocation of a cease trade order issued by the Commission -- cease trade order issued because the issuer had failed to file certain continuous disclosure materials required by Ontario securities law -- defaults subsequently remedied by bringing continuous disclosure filings up-to-date -- cease trade order revoked.

Applicable Legislative Provisions

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

IN THE MATTER OF

THE SECURITIES ACT,

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

(the Act)

AND

IN THE MATTER OF

MLB INDUSTRIES INC.

ORDER

(Section 144)

WHEREAS the securities of MLB Industries Inc. (the Filer) are currently subject to a cease trade order made by the Director on March 6, 2008 under paragraph 2 and paragraph 2.1 of subsection 127(1) of the Act, as extended by a further order made by the Director dated March 18, 2008 pursuant to paragraph 2 of subsection 127(1) of the Act, directing that all trading in and acquisitions of the securities of the Filer, whether direct or indirect, cease until the order is revoked by the Director (the Ontario Cease Trade Order);

AND WHEREAS the Filer has applied to the Ontario Securities Commission (the Commission) pursuant to section 144 of the Act (the Application) for a revocation of the Ontario Cease Trade Order;

AND UPON the Filer has represented to the Commission that:

1. The Filer was incorporated under the Business Corporations Act (Alberta) on July 21, 1989.

2. The registered office of the Filer is located 1000 -- 250 2nd Street S.W., Calgary, Alberta T2P 0C1 and its head office is located at 1274, 3rd Avenue South, Lethbridge, Alberta T1J 0J9.

3. The Filer is authorized to issue an unlimited number of common shares (the Common Shares). As at May 31, 2010 there were 99,967,000 Common Shares issued and outstanding.

4. Other than the Common Shares, the Filer has no securities (including debt securities) issued and outstanding.

5. The Filer is a reporting issuer in the Provinces of British Columbia, Alberta and Ontario.

6. The Cease Trade Order was issued as a result of the failure by the Filer to file with the Commission its audited annual financial statements for the financial year ended October 31, 2007, within the time periods required by the Act, which failure to file was caused by the financial distress of the Filer.

7. The Filer is also subject to a cease trade order issued by the B.C. Securities Commission (BCSC) dated March 5, 2008 (the BC Order) and the Alberta Securities Commission (ACS) dated March 4, 2008 (the Alberta Order) and has concurrently applied to the BCSC and the ASC for revocations of the BC Order and the Alberta Order.

8. On March 31, 2008 the Filer filed its annual financial statements for the year ended October 31, 2007 and related Management's discussion and analysis (MD&A) on SEDAR. On July 20, 2008 the Filer filed a management information circular with respect to its special and annual general meeting held on August 7, 2008. On June 25, 2008 the Filer filed its interim financial statements for the period ended April 30, 2008 and related MD&A. On September 25, 2008 the Filer filed its interim financial statements for the period ended July 31, 2008 and related MD&A. On April 8, 2010 the Filer filed its audited financial statements for the years ended October 31, 2008 and October 31, 2009, and for the period ended January 31, 2010. On April 13, 2010 the Filer filed the related MD&A for the years ended October 31, 2008 and October 31, 2009, and for the period ended January 31, 2010. On June 29, 2010 the Applicant filed its unaudited financial statements for the three and six-months ended April 30, 2010 and related MD&A. On July 7, 2010 the Filer filed Form 13-502F1 for each of 2008 and 2009.

9. The Filer's SEDAR and SEDI profiles are up-to-date.

10. The Filer has filed an undertaking with the Commission that it will hold an annual meeting of shareholders within three months of the date of this Order.

11. Other than the Cease Trade Order, the Filer is not in default of any of the requirements of the Act, or the rules and regulations made pursuant thereto, and has paid all outstanding fees.

12. Other than the Cease Trade Order, the BC Order and the Alberta order, the Filer has not previously been subject to a cease trade order.

13. The Filer is up-to-date with all of its other continuous disclosure obligations and has paid any outstanding participation fees, filing fees and late fees associated with those obligations owing to the Commission in connection with the disclosure documents referred to in paragraph 8 above and has filed all of the forms associated with such payments.

14. The Common Shares of the Filer are listed on the Canadian National Stock Exchange under the symbol "BMP".

15. Upon the issuance of this Order, the Filer will issue a press release announcing the revocation of the Cease Trade Order of the Filer. The Filer will concurrently file the press release and material change report on SEDAR.

AND WHEREAS considering the Application and the recommendation of the staff of the Commission;

AND WHEREAS the Director being satisfied that it would not be prejudicial to the public interest;

IT IS ORDERED pursuant to section 144 of the Act that the Ontario Cease Trade Order is revoked.

DATED this 14th day of July, 2010.

CNSX Markets Inc. -- s. 144 of the Act

Headnote

Application under section 144 of the Act to vary and restate an order recognizing CNSX Markets Inc. as a stock exchange.

Applicable Legislative Provision

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 21, 144.

IN THE MATTER OF

THE SECURITIES ACT, R.S.O. 1990,

CHAPTER S.5, AS AMENDED

(the "Act")

AND

IN THE MATTER OF

CNSX MARKETS INC.

VARIATION TO RECOGNITION ORDER

(Section 144 of the Act)

WHEREAS the Commission issued an order dated February 28, 2003, recognizing the Canadian Trading and Quotation System Inc. (CNQ) as a quotation and trade reporting system (QTRS) pursuant to section 21 of the Act (CNQ QTRS Recognition Order);

AND WHEREAS the Commission issued an order dated May 7, 2004, as varied on September 9, 2005, June 13, 2006, and May 16, 2008, granting recognition to CNQ as a stock exchange pursuant to section 21 of the Act and revoking the CNQ QTRS Recognition Order pursuant to section 144 of the Act (CNQ Exchange Recognition Order);

AND WHEREAS CNQ changed its name to CNSX Markets Inc. (CNSX Markets) on November 4, 2008;

AND WHEREAS the Commission has determined that it is not prejudicial to the public interest to issue this order that varies and restates the CNQ Exchange Recognition Order to reflect the name change, update the financial viability and systems-related terms and conditions, add an outsourcing term and condition, update Schedule A, Appendix C relating to eligible issuers, and make certain additional amendments;

IT IS ORDERED, pursuant to section 144 of the Act, that the CNQ Exchange Recognition Order be varied and restated as follows:

IN THE MATTER OF

THE SECURITIES ACT, R.S.O. 1990,

CHAPTER S.5, AS AMENDED

(the "Act")

AND

IN THE MATTER OF

CNSX MARKETS INC.

RECOGNITION ORDER

(Section 21 of the Act)

WHEREAS the Commission issued an order dated February 28, 2003, recognizing the Canadian Trading and Quotation System Inc. (CNQ) as a quotation and trade reporting system (QTRS) pursuant to section 21 of the Act (CNQ QTRS Recognition Order);

AND WHEREAS the Commission issued an order dated May 7, 2004, as varied on September 9, 2005, June 13, 2006, and May 16, 2008, granting recognition to CNQ as a stock exchange pursuant to section 21 of the Act and revoking the CNQ QTRS Recognition Order pursuant to section 144 of the Act (CNQ Exchange Recognition Order);

AND WHEREAS CNQ changed its name to CNSX Markets Inc. (CNSX Markets) on November 4, 2008;

AND WHEREAS CNSX Markets operates the Canadian National Stock Exchange (CNSX) and the Alternative Market facility, Pure Trading (Pure):

AND WHEREAS CNSX Markets has made an application (Application) to continue its recognition under a varied and restated recognition order to reflect the name change, update the financial viability and systems-related terms and conditions, add an outsourcing term and condition; update Schedule A, Appendix C relating to eligible issuers and make certain additional amendments (collectively, the Amendments);

AND WHEREAS the Commission has received certain representations and undertakings from CNSX Markets in connection with the Application;

AND WHEREAS CNSX Markets will continue to comply with National Instrument 21-101 Marketplace Operation and National Instrument 23-101 Trading Rules;

AND WHEREAS the Commission considers it appropriate to set out in this order the terms and conditions of CNSX Markets' continued recognition as a stock exchange, which terms and conditions are set out in Schedule A;

AND WHEREAS CNSX Markets has agreed to the terms and conditions set out in Schedule A;

AND WHEREAS the Commission is of the opinion that the continued recognition of CNSX Markets as a stock exchange, subject to the terms and conditions set out in Schedule A would not be prejudicial to the public interest;

THE COMMISSION HEREBY continues to recognize CNSX Markets as a stock exchange pursuant to section 21 of the Act, subject to the terms and conditions set out in Schedule A.

DATED May 7, 2004, as varied on September 9, 2005, June 13, 2006, May 16, 2008 and as varied and restated on July 6, 2010.

"James E. A. Turner"

"Carol S. Perry"

SCHEDULE A

TERMS AND CONDITIONS

1. CORPORATE GOVERNANCE

1.1 CNSX Markets' arrangements with respect to the appointment, removal from office and functions of the persons ultimately responsible for making or enforcing the rules, policies and other similar instruments (Rules) of CNSX Markets, namely, the board of directors (Board), are such as to ensure a proper balance between the interests of the different entities desiring access to the facilities of CNSX Markets (CNSX Dealers) and companies seeking to be listed on CNSX (CNSX Issuers), and a reasonable number and proportion of directors are "independent" in order to ensure diversity of representation on the Board. An independent director is a director that is not:

(a) an associate, director, officer or employee of a CNSX Dealer;

(b) an officer or employee of CNSX Markets or its affiliates;

(c) an associate, director, officer or employee of any person or company who owns or controls, directly or indirectly, over 10% of CNSX Markets; or

(d) a person who owns or controls, directly or indirectly, over 10% of CNSX Markets.

In particular, CNSX Markets will ensure that at least fifty per cent (50%) of its directors are independent. In the event that at any time CNSX Markets fails to meet such requirement, it will promptly remedy such situation.

1.2 Without limiting the generality of the foregoing, CNSX Markets' governance structure provides for:

(a) fair and meaningful representation on its Board, in the context of the nature and structure of CNSX Markets, and any governance committee thereto and in the approval of Rules;

(b) appropriate representation of independent directors on any CNSX Markets Board committees; and

(c) appropriate qualifications, remuneration, conflict of interest provisions and limitation of liability and indemnification protections for directors and officers and employees of CNSX Markets generally.

2. FITNESS

2.1 In order to ensure that CNSX Markets operates with integrity and in the public interest, CNSX Markets will take reasonable steps to ensure that each person or company that owns or controls, directly or indirectly, more than 10% of CNSX Markets and each officer or director of CNSX Markets is a fit and proper person and the past conduct of each person or company that owns or controls, directly or indirectly, more than 10% of CNSX Markets and each officer or director of CNSX Markets affords reasonable grounds for belief that the business of CNSX Markets will be conducted with integrity.

3. FAIR AND APPROPRIATE FEES

3.1 Any and all fees imposed by CNSX Markets will be equitably allocated. Fees will not have the effect of creating barriers to access and must be balanced with the criterion that CNSX Markets will have sufficient revenues to satisfy its responsibilities.

3.2 CNSX Markets' process for setting fees will be fair, appropriate and transparent.

4. ACCESS

4.1 CNSX Markets' requirements will permit all properly registered dealers that are members of a recognized SRO and satisfy access requirements established by CNSX Markets to access the facilities of CNSX Markets.

4.2 Without limiting the generality of the foregoing, CNSX Markets will:

(a) establish written standards for granting access to CNSX Dealers trading on its facilities;

(b) not unreasonably prohibit or limit access by a person or company to services offered by it; and

(c) keep records of:

(i) each grant of access including, for each CNSX Dealer, the reasons for granting such access, and

(ii) each denial or limitation of access, including the reasons for denying or limiting access to any applicant.

5. FINANCIAL VIABILITY

5.1 CNSX Markets will maintain sufficient financial resources for the proper performance of its functions.

5.2 CNSX Markets will deliver to Commission staff its annual financial budget, together with the underlying assumptions, that has been approved by its Board, within 30 days after the commencement of each fiscal year. Such financial budget should include monthly projected revenues, expenses and cash flows.

5.3 CNSX Markets shall calculate monthly the following financial ratios:

(a) a current ratio, being the ratio of current assets to current liabilities;

(b) a debt to cash flow ratio, being the ratio of total debt (including any line of credit draw downs, and the current and long-term portions of any loans, but excluding accounts payable, accrued expenses and other liabilities) to EBITDA (or earnings before interest, taxes, stock based compensation, depreciation and amortization) for the most recent 12 months; and

(c) a financial leverage ratio, being the ratio of total assets to shareholders' equity,

in each case following the same accounting principles as those used for the audited financial statements of CNSX Markets.

5.4 CNSX Markets will report quarterly (along with the financial statements required to be delivered pursuant to section 10.1) to Commission staff the monthly calculations for the previous quarter of the financial ratios as required to be calculated under section 5.3.

5.5 Depending on the results of the calculations under section 5.3, CNSX Markets may be required to provide additional reporting as set out below.

(a) If CNSX Markets determines that it does not have, or anticipates that, in the next twelve months, it will not have:

(i) a current ratio of greater than or equal to 1.1/1,

(ii) a debt to cash flow ratio of less than or equal to 4.0/1, or

(iii) a financial leverage ratio of less than or equal to 4.0/1,

it will immediately notify Commission staff of the above ratio(s) that it is not maintaining, the reasons, along with an estimate of the length of time before the ratio(s) will be maintained.

(b) Upon receipt of a notification made by CNSX Markets pursuant to paragraph (a), the Commission or its staff may, as determined appropriate, impose terms or conditions on CNSX Markets, which may include any of the terms and conditions set out in paragraphs 5.6(b) and (c).

5.6 If CNSX Markets' current ratio, debt to cash flow ratio or financial leverage ratio falls below the levels outlined in subparagraphs 5.5(a)(i), (ii) and (iii) above for a period of more than three months, CNSX Markets will:

(a) immediately deliver a letter advising Commission staff of the reasons for the continued ratio deficiencies and the steps being taken to rectify the situation;

(b) deliver to Commission staff, on a monthly basis, within 30 days of the end of each month:

(i) unaudited monthly financial statements and a status update on any pending capital raising transaction(s) including the amount, terms and name(s) of individuals/entities that have committed to providing funding and their commitment,

(ii) a comparison of the monthly revenues and expenses incurred by CNSX Markets against the projected monthly revenues and expenses included in CNSX Markets' most recently updated budget for that fiscal year,

(iii) for each revenue item whose actual was significantly lower than its projected amount, and for each expense item whose actual was significantly higher than its projected amount, the reasons for the variance, and

(iv) a calculation of the current ratio, debt to cash flow ratio and financial leverage ratio for the month;

(c) prior to making any type of payment to any director, officer, related company or shareholder that is in excess of the amount included in the most recent annual financial budget delivered to Commission staff, demonstrate to the satisfaction of Commission staff that it will have sufficient financial resources to continue its operations after the payment; and

(d) adhere to any additional terms or conditions imposed by the Commission or its staff, as determined appropriate, on CNSX Markets,

until such time as CNSX Markets has maintained each of its current ratio, debt to cash flow ratio and financial leverage ratio at the levels outlined in subparagraphs 5.5(a)(i), (ii) and (iii) for a period of at least 6 consecutive months.

6. REGULATION

6.1 CNSX Markets will maintain its ability to perform its regulation functions including setting requirements governing the conduct of CNSX Dealers and CNSX Issuers and disciplining CNSX Dealers and CNSX Issuers, whether directly or indirectly through a regulation services provider.

6.2 CNSX Markets will continue to retain the Investment Industry Regulatory Organization of Canada (IIROC, the successor to Market Regulation Services Inc.) as a regulation services provider to provide certain regulation services which have been approved by the Commission. CNSX Markets will provide to the Commission, on an annual basis, a list outlining the regulation services performed by IIROC and the regulation services performed by CNSX Markets. All amendments to those listed services are subject to the prior approval of the Commission.

6.3 CNSX Markets will provide the Commission with an annual report with such information regarding its affairs as may be requested from time to time. The annual report will be in such form as may be specified by the Commission from time to time.

6.4 CNSX Markets will perform all other regulation functions not performed by its regulation services provider.

6.5 Management of CNSX Markets (including the President) will at least annually assess the performance by its regulation services provider of its regulation functions and report to the Board, together with any recommendations for improvements. CNSX Markets will provide the Commission with copies of such reports and will advise the Commission of any proposed actions arising therefrom.

6.6 CNSX Markets will provide the Commission with the information set out in Appendix A, as amended from time to time.

7. CAPACITY AND INTEGRITY OF SYSTEMS

7.1 CNSX Markets will maintain, in accordance with prudent business practice, reasonable controls to ensure capacity, integrity requirements and security of its technology systems.

8. PURPOSE OF RULES

8.1 CNSX Markets will establish Rules that are necessary or appropriate to govern and regulate all aspects of its business and affairs.

8.2 More specifically, CNSX Markets will ensure that:

(a) the Rules are designed to:

(i) ensure compliance with securities legislation,

(ii) prevent fraudulent and manipulative acts and practices,

(iii) promote just and equitable principles of trade,

(iv) foster cooperation and coordination with persons or companies engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in, securities, and

(v) provide for appropriate discipline;

(b) the Rules do not:

(i) permit unreasonable discrimination among CNSX Issuers and CNSX Dealers, or

(ii) impose any burden on competition that is not necessary or appropriate in furtherance of securities legislation; and

(c) the Rules are designed to ensure that its business is conducted in a manner so as to afford protection to investors.

9. RULES AND RULE-MAKING

9.1 CNSX Markets will comply with the rule review process set out in Appendix B, as amended from time to time, concerning Commission approval of changes to its Rules.

10. FINANCIAL STATEMENTS

10.1 CNSX Markets will file unaudited quarterly financial statements within 60 days of each quarter end and audited annual financial statements within 90 days of each year end.

11. DISCIPLINARY POWERS

11.1 CNSX Markets will have general disciplinary and enforcement provisions in its Rules that will apply to any person or company subject to its regulation.

11.2 CNSX Markets will ensure, through IIROC and otherwise, that any person or company subject to its regulation is appropriately sanctioned for violations of the Rules. In addition, CNSX Markets will provide notice to the Commission of any violations of securities legislation of which it becomes aware in the ordinary course of its business.

12. DUE PROCESS

12.1 CNSX Markets will ensure that its requirements relating to access to its facilities, the imposition of limitations or conditions on access and denial of access are fair and reasonable, including in respect of giving notice, giving parties an opportunity to be heard or make representations, keeping records, giving reasons and providing for appeals of its decisions.

13. INFORMATION SHARING

13.1 CNSX Markets will share information and otherwise co-operate with the Commission and its staff, the Canadian Investor Protection Fund, other Canadian exchanges and recognized self-regulatory organizations and regulatory authorities responsible for the supervision or regulation of securities firms and financial institutions, subject to the applicable privacy or other laws about the sharing of information and the protection of personal information.

14. ISSUER REGULATION

14.1 CNSX Markets will ensure that only the issuers set out in Appendix C, as amended from time to time, are eligible for listing on CNSX.

14.2 CNSX Markets may, in accordance with the requirements for qualification for trading on Pure set out in its Rules, designate certain listed securities as eligible for trading on Pure without approving such securities for an additional listing.

14.3 CNSX Markets has and will continue to ensure that it has sufficient authority over its CNSX listed issuers.

14.4 CNSX Markets will carry out appropriate review procedures to monitor and enforce listed issuer compliance with the Rules.

14.5 CNSX Markets will amend its Policies and Forms, from time to time, at the request of the Director, Corporate Finance, to reflect changes to the disclosure requirements of Ontario securities law.

15. CLEARING AND SETTLEMENT

15.1 The Rules impose a requirement on CNSX Dealers to have appropriate arrangements in place for clearing and settlement through a clearing agency recognized by the Commission under the Act.

16. MARKETPLACE REGULATORY REQUIREMENTS

16.1 CNSX Markets will comply with the requirements set out in National Instrument 21-101 Marketplace Operation and in National Instrument 23-101 Trading Rules.

17. OUTSOURCING

17.1 In any material outsourcing of any of its business functions to a third party, CNSX Markets will proceed in accordance with industry best practices. Without limiting the generality of the foregoing, CNSX Markets will:

(a) establish and maintain policies and procedures that are approved by its Board for the evaluation and approval of such material outsourcing arrangements;

(b) in entering into any such material outsourcing arrangement:

(i) assess the risk of such arrangement, the quality of the service to be provided and the degree of control to be maintained by CNSX Markets, and

(ii) execute a contract with the service provider addressing all significant elements of such arrangement, including service levels and performance standards;

(c) ensure that any contract implementing such material outsourcing arrangement that is likely to impact on CNSX Markets' regulation functions provide for CNSX Markets, its agents and the Commission to be permitted to have access to and to inspect all data and information maintained by the service provider that CNSX Markets is required to share under section 13.1 or that is required for the assessment by the Commission of the performance of CNSX Markets of its regulation functions and the compliance of CNSX Markets with the terms and conditions in this Schedule A; and

(d) monitor the performance of the service provided under such material outsourcing arrangement.

18. ADDITIONAL INFORMATION

18.1 CNSX Markets will provide the Commission with any additional information the Commission may require from time to time.

Appendix A

Reporting Obligations

1. Quarterly Reporting on Exemptions or Waivers Granted

On a quarterly basis, CNSX Markets will submit to the Commission a report summarizing all exemptions or waivers granted pursuant to the rules, policies or other similar instruments (Rules) to any CNSX Dealer or CNSX Issuer during the period. This summary should include the following information:

(a) The name of the CNSX Dealer or CNSX Issuer;

(b) The type of exemption or waiver granted during the period;

(c) The date of the exemption or waiver; and

(d) A description of CNSX Markets staff's reason for the decision to grant the exemption or waiver.

2. Quarterly Reporting on Listing Applications

On a quarterly basis, CNSX Markets will submit to the Commission a report containing the following information:

(a) The number of listing applications filed;

(b) The number of listing applications that were accepted;

(c) The number of listing applications that were rejected and the reasons for rejection, by category;

(d) The number of listing applications that were withdrawn or abandoned and, if known, the reasons why the application was withdrawn or abandoned, by category;

(e) The number of listing applications filed by CNSX Issuers as a result of a Fundamental Change;

(f) The number of listing applications filed by CNSX Issuers as a result of a Fundamental Change that were accepted;

(g) The number of listing applications filed by CNSX Issuers as a result of a Fundamental Change that were rejected and the reasons for rejection, by category;

(h) The number of listing applications filed by CNSX Issuers as a result of a Fundamental Change that were withdrawn or abandoned and, if known, the reasons why the application was withdrawn or abandoned, by category.

In each of the foregoing cases, the numbers shall be broken down by industry category and in any other manner that a Director of the Commission requests.

3. Notification of Suspensions and Disqualifications

If a CNSX Issuer has been suspended or disqualified from qualification for listing, CNSX Markets will immediately issue a notice setting out the reasons for the suspension and file this information with the Commission.

4. General

CNSX Markets will continue to comply with the reporting obligations under the Automation Review Program.

Appendix B

Rule Review Process

1. CNSX Markets will file with the Commission each new or amended rule, policy and other similar instrument (Rule) adopted by its Board.

2. More specifically, CNSX Markets will file the following information:

(a) the Rule;

(b) a notice of publication including:

(i) a description of the Rule and its impact;

(ii) a concise statement, together with supporting analysis, of the nature, purpose and intended effect of the Rule;

(iii) the possible effects of the Rule on marketplace participants, competition and the costs of compliance;

(iv) a description of the rule-making process, including a description of the context in which the Rule was developed, the process followed, the issues considered, the consultation process undertaken, the alternative approaches considered and the reasons for rejecting the alternatives;

(v) where the Rule requires technological changes to be made by CNSX Markets, CNSX Dealers or CNSX Issuers, CNSX Markets will provide a description of the implications of the Rule and, where possible, an implementation plan, including a description of how the Rule will be implemented and the timing of the implementation;

(vi) a reference to other jurisdictions including an indication as to whether another regulator in Canada, the United States or another jurisdiction has a comparable rule or has made or is contemplating making a comparable rule and, if applicable, a comparison of the Rule to the rule of the other jurisdiction;

(vii) whether the Rule is classified as "public interest" or "housekeeping"; and

(viii) where the Rule is classified as "housekeeping", the effective date of the Rule.

3. For the purposes of the Rule Review Process, a Rule may be classified as "housekeeping" if it does not affect the meaning, intent or substance of an existing rule and involves only:

(a) the correction of spelling, punctuation, typographical or grammatical mistakes or inaccurate cross-referencing;

(b) stylistic formatting, including changes to headings or paragraph numbers;

(c) amendments required to ensure consistency with an existing approved rule; or

(d) changes in routine procedures and administrative practices of CNSX Markets provided that such changes do not impose any significant burden or any barrier to competition that is not appropriate.

Any rule falling outside of this definition would be categorized as a "public interest" Rule. Prior to proposing a Rule that is of a "public interest" nature, as defined above, the Board of CNSX Markets shall have determined that the entry into force of such "public interest" Rule would be in the best interests of the capital markets in Ontario. The material filed with the Commission in relation to "public interest" Rules shall be accompanied by a statement to that effect.

4. Where a Rule has been classified as "public interest", the Commission will publish for a 30 day comment period in its bulletin or on its website the notice filed by CNSX Markets and the Rule. If amendments to the Rule are necessary as a result of comments received, Commission staff shall have discretion to determine whether the Rule should be re-published for comment. If the Rule is re-published, the request for comment shall include CNSX Markets' summary of comments and responses thereto together with an explanation of the revisions to the Rule and the supporting rationale for the amendments.

5. A "public interest" Rule will be effective as of the date of Commission approval or on a date determined by CNSX Markets, whichever is later. A "housekeeping" Rule shall be deemed to have been approved upon being filed with the Commission, unless staff of the Commission communicate to CNSX Markets, within five business days of receipt of the Rule, their disagreement with CNSX Markets' classification of the Rule as "housekeeping" and the reasons for their disagreement. Where staff of the Commission disagree with CNSX Markets' classification, CNSX Markets shall re-file the Rule as a "public interest" Rule. A "housekeeping" Rule shall be effective on the date indicated by CNSX Markets in the filing.

6. The Commission shall publish a Notice of Commission Approval of both "public interest" and "housekeeping" Rules in its bulletin or on its website. All such notices relating to "public interest" Rules shall also include CNSX Markets' summary of comments and responses thereto. All such notices relating to "housekeeping" Rules shall be accompanied by the notice filed by CNSX Markets and the Rule itself.

7. If CNSX Markets is of the view that there is an urgent need to implement a Rule, CNSX Markets may make a Rule effective immediately upon approval by CNSX Markets' Board provided that CNSX Markets:

(a) provides the Commission with written notice of the urgent need to implement the Rule prior to the submission of the Rule to CNSX Markets' Board; and

(b) includes in the notice referenced in 2(b) an analysis in support of the need for immediate implementation of the Rule.

8. If the Commission does not agree that immediate implementation is necessary, Commission staff will advise CNSX Markets that the Commission disagrees and provide the reasons for its disagreement. If no notice is received by CNSX Markets within 5 business days of the Commission receiving CNSX Markets' notification, CNSX Markets shall assume that the Commission agrees with its assessment.

9. A Rule that is implemented immediately shall be published, reviewed and approved in accordance with the procedure set out above. Where the Commission subsequently disapproves a Rule that was implemented immediately, CNSX Markets shall repeal the Rule and publish a notice informing its marketplace participants.

10. The terms, conditions and procedures set out in this section may be varied or waived by Commission staff. A waiver or variation may be specific or general and may be made for a time or for all time. The waiver or variation must be in writing by Commission staff.

Appendix C

Eligible Issuers

1. Subject to section 2 below, only an issuer that:

(a) is a reporting issuer or the equivalent in a jurisdiction in Canada; or

(b) is proposing to list debt securities issued or guaranteed by a government in Canada that are exempt from the prospectus requirements under clause 73(1)(a) of the Act; or

(c) is proposing to list debt securities issued or guaranteed by a financial institution that are exempt from the prospectus requirements under clause 73(1)(b) of the Act; and

(d) is not in default of any requirements of securities legislation in any jurisdiction in Canada,

is eligible for listing. However, if an issuer is eligible for listing under paragraph (b) or (c) above, CNSX may only list debt securities of the issuer that are contemplated by those paragraphs unless the issuer files and obtains a receipt for a preliminary prospectus and a prospectus in a jurisdiction in Canada.

2. An issuer that is a reporting issuer in a jurisdiction in Canada but is not considered eligible under the Rules due to the process by which it became a reporting issuer, is ineligible for listing unless it:

(a) files and obtains a receipt for a preliminary prospectus and a prospectus in a jurisdiction in Canada; and

(b) is not in default of any requirements of securities legislation in any jurisdiction in Canada.

Wilton J. Neale et al. -- ss. 127(10, 127(8)

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

WILTON J. NEALE,

MULTIPLE STREAMS OF INCOME (MSI) INC.

and 360 DEGREE FINANCIAL SERVICES INC.

TEMPORARY ORDER

(Sections 127(1) and (8))

WHEREAS on March 11, 2009 the Ontario Securities Commission (the "Commission") made a Temporary Order pursuant to subsections 127(1) and (5) of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act") that (a) pursuant to clause 2 of subsection 127(1) of the Act all trading in securities of MSI Canada Inc., Prosporex Investment Club Inc. and Dominion Investments Club Inc. shall cease; (b) pursuant to clause 2 of the subsection 127(1) of the Act trading in any securities by all of the respondents shall cease; and (c) pursuant to clause 3 of subsection 127(1) of the Act, any exemptions contained in Ontario securities law do not apply to the respondents (the "Temporary Order");

AND WHEREAS on March 24, 2009, the Commission ordered that the Temporary Order be extended to July 24, 2009, subject to an exception concerning the respondent Sedwick Hill;

AND WHEREAS on July 23, 2009, the Commission extended the Temporary Order to November 25, 2009 and adjourned the hearing to November 24, 2009 at 2:30 p.m.;

AND WHEREAS on August 25, 2009, the Commission varied the Temporary Order to remove the exception that had applied to the respondent Sedwick Hill and extended the Temporary Order, as varied, to November 24, 2009;

AND WHEREAS on November 24, 2009, the Commission added Prosporex Forex SPV Trust as a respondent, extended the Temporary Order, as varied, to January 18, 2010 and adjourned the hearing to January 15, 2010 at 10:00 a.m.;

AND WHEREAS on January 15, 2010, the Commission extended the Temporary Order, as varied, to March 26, 2010 and adjourned the hearing to March 25, 2010 at 10:00 a.m.;

AND WHEREAS on March 12, 2010, Staff issued Statements of Allegations and Notices of Hearing in the following matters:

(1) with respect to Albert Leslie James (formerly identified as Albert James in the Temporary Order), Ezra Douse and Dominion Investments Club Inc.;

(2) with respect to Wilton J. Neale (formerly identified as Wilton John Neale in the Temporary Order), Multiple Streams of Income (MSI) Inc. (formerly identified as MSI Canada Inc. in the Temporary Order) and 360 Degree Financial Services Inc.; and

(3) with respect to Carlton Ivanhoe Lewis, Mark Anthony Scott, Sedwick Hill, Leverage Pro Inc. (formerly identified as LeveragePro Inc. in the Temporary Order), Prosporex Investment Club Inc., Prosporex Investments Inc., Prosporex Ltd., Prosporex Inc., Prosporex Forex SPV Trust, Networth Financial Group Inc., and Networth Marketing Solutions;

AND WHEREAS the Commission held a hearing in this matter on March 25, 2010 and issued an Order dated March 26, 2010 governing disclosure and extending the Temporary Order, as varied, to May 14, 2010;

AND WHEREAS on May 13, 2010, the Commission held a hearing in this matter as well as an in camera pre-hearing conference and extended the Temporary Order, as varied, to June 17, 2010;

AND WHEREAS on June 16, 2010, the Commission held a hearing in this matter, Staff requested an extension of the Temporary Order, as varied, and a date for the hearing of the matter, and the respondents did not appear but gave their consent to the order requested by Staff or did not object to it;

AND WHEREAS on July 13, 2010, the Commission held a hearing in this matter, and Staff requested a date for the hearing on the merits and an extension of the Temporary Order, as varied, until the completion of the hearing on the merits and release of the decision on the merits;

AND WHEREAS on July 13, 2010, the respondents did not appear at the hearing, and Staff advised that Wilton J. Neale has not responded to communications from Staff in relation to the matter;

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

AND WHEREAS by Commission order made August 31, 2009, pursuant to subsection 3.5(3) of the Act, each of W. David Wilson, James E. A. Turner, David L. Knight, Carol S. Perry, Patrick LeSage, James D. Carnwath and Mary Condon, acting alone, is authorized to make orders under subsection 127(8) of the Act;

IT IS ORDERED THAT:

(1) the Temporary Order, as varied, is extended until the completion of the hearing on the merits and release of the decision on the merits, on the same terms as the Order dated March 26, 2010; and

(2) the hearing on the merits in this matter shall commence on September 29, 2010 at 10:00 a.m., and continue to and including October 1, 2010, or such further or other dates as agreed to by the parties and fixed by the Office of the Secretary of the Commission.

DATED at Toronto this 13th day of July, 2010.

"James E. A. Turner"

Albert Leslie James 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

ALBERT LESLIE JAMES, EZRA DOUSE

and DOMINION INVESTMENTS CLUB INC.

TEMPORARY ORDER

(Sections 127(1) and (8))

WHEREAS on March 11, 2009 the Ontario Securities Commission (the "Commission") made a Temporary Order pursuant to subsections 127(1) and (5) of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act") that (a) pursuant to clause 2 of subsection 127(1) of the Act, all trading in securities of MSI Canada Inc., Prosporex Investment Club Inc. and Dominion Investments Club Inc. shall cease; (b) pursuant to clause 2 of subsection 127(1) of the Act, trading in any securities by all of the respondents shall cease; and (c) pursuant to clause 3 of subsection 127(1) of the Act, any exemptions in Ontario securities law do not apply to the respondents (the "Temporary Order");

AND WHEREAS on March 24, 2009, the Commission ordered that the Temporary Order be extended to July 24, 2009, subject to an exception concerning the respondent Sedwick Hill;

AND WHEREAS on July 23, 2009, the Commission extended the Temporary Order to November 25, 2009 and adjourned the hearing to November 24, 2009 at 2:30 p.m.;

AND WHEREAS on August 25, 2009, the Commission varied the Temporary Order to remove the exception that had applied to the respondent Sedwick Hill and extended the Temporary Order, as varied, to November 24, 2009;

AND WHEREAS on November 24, 2009, the Commission added Prosporex Forex SPV Trust as a respondent, extended the Temporary Order, as varied, to January 18, 2010 and adjourned the hearing to January 15, 2010 at 10:00 a.m.;

AND WHEREAS on January 15, 2010, the Commission extended the Temporary Order, as varied, to March 26, 2010 and adjourned the hearing to March 25, 2010 at 10:00 a.m.;

AND WHEREAS on March 12, 2010, Staff issued Statements of Allegations and Notices of Hearing in the following matters:

(1) with respect to Albert Leslie James (formerly identified as Albert James in the Temporary Order), Ezra Douse and Dominion Investments Club Inc.;

(2) with respect to Wilton J. Neale (formerly identified as Wilton John Neale in the Temporary Order), Multiple Streams of Income (MSI) Inc. (formerly identified as MSI Canada Inc. in the Temporary Order) and 360 Degree Financial Services Inc.; and

(3) with respect to Carlton Ivanhoe Lewis, Mark Anthony Scott, Sedwick Hill, Leverage Pro Inc. (formerly identified as LeveragePro Inc. in the Temporary Order), Prosporex Investment Club Inc., Prosporex Investments Inc., Prosporex Ltd., Prosporex Inc., Prosporex Forex SPV Trust, Networth Financial Group Inc., and Networth Marketing Solutions;

AND WHEREAS the Commission held a hearing in this matter on March 25, 2010 and issued an Order dated March 26, 2010 extending the Temporary Order, as varied, to May 14, 2010;

AND WHEREAS on March 25, 2010, Staff advised that counsel for Albert Leslie James and Ezra Douse agreed to provide Staff with an undertaking related to disclosure;

AND WHEREAS on May 13, 2010, the Commission held a hearing in this matter as well as an in camera pre-hearing conference and extended the Temporary Order, as varied, to June 17, 2010;

AND WHEREAS on June 16, 2010, the Commission held a hearing in this matter, Staff requested an extension of the Temporary Order, as varied, and a date for the hearing of the matter, and the respondents did not appear but gave their consent to the order requested by Staff or did not object to it;

AND WHEREAS on July 13, 2010, the Commission held a hearing in this matter, and Staff requested that the Temporary Order, as varied, be extended to August 17, 2010, and that the hearing be adjourned to August 16, 2010, and counsel for Albert Leslie James, Ezra Douse and Dominion Investments Club Inc. consented;

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

AND WHEREAS by Commission order made August 31, 2009, pursuant to subsection 3.5(3) of the Act, each of W. David Wilson, James E. A. Turner, David L. Knight, Carol S. Perry, Patrick LeSage, James D. Carnwath and Mary Condon, acting alone, is authorized to make orders under subsection 127(8) of the Act;

IT IS ORDERED THAT:

(1) the Temporary Order, as varied, is extended to August 17, 2010; and

(2) the hearing of this matter is adjourned to August 16, 2010 at 2:30 p.m. or such further or other dates as agreed to by the parties and fixed by the Office of the Secretary of the Commission.

DATED at Toronto this 13th day of July, 2010.

"James E. A. Turner"

Lehman Brothers & Associates Corp. et al. -- ss. 127(7), 127(8)

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

LEHMAN BROTHERS & ASSOCIATES CORP.,

GREG MARKS, MICHAEL LEHMAN (a.k.a.

MIKE LAYMEN), KENT EMERSON LOUNDS

AND GREGORY WILLIAM HIGGINS

ORDER

(Subsections 127(7) and 127(8))

WHEREAS on June 29, 2010, the Ontario Securities Commission (the "Commission") issued a temporary order (the "Temporary Order") pursuant to subsections 127(1) and 127(5) of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act") ordering the following:

(i) that Lehman Brothers & Associates Corp. ("Lehman Corp."), Greg Marks ("Marks"), Michael (Mike) Lehman (a.k.a. Mike Laymen) ("Lehman"), Kent Emerson Lounds ("Lounds') and Gregory William Higgins ("Higgins"), collectively the "Respondents", cease trading in all securities; and

(ii) that any exemptions contained in Ontario securities law do not apply to the Respondents;

AND WHEREAS on June 29, 2010, 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 July 6, 2010, the Commission issued a notice of hearing to consider, among other things, the extension of the Temporary Order, to be held on July 12, 2010 at 10:30 a.m. (the "Notice of Hearing");

AND WHEREAS the Notice of Hearing set out that the hearing (the "Hearing") is to consider, amongst other things, whether in the opinion of the Commission it is in the public interest, pursuant to subsections 127(7) and (8) of the Act, to extend the Temporary Order until the conclusion of the Hearing, or until such further time as considered necessary by the Commission;

AND WHEREAS on July 12, 2010, a hearing was held before the Commission which counsel for Staff of the Commission ("Staff") attended but no one attended on behalf of the Respondents;

AND WHEREAS on July 12, 2010, Staff provided the Commission with the Affidavit of Dale Victoria Grybauskas, sworn on July 9, 2010, describing the attempts of Staff to serve the Respondents with copies of the Temporary Order, the Notice of Hearing and the Affidavit of Stephen Carpenter;

AND WHEREAS on July 12, 2010, the Commission was satisfied that Staff had properly served or attempted to serve the Respondents with copies of the Temporary Order, the Notice of Hearing and the Affidavit of Stephen Carpenter;

AND WHEREAS on July 12, 2010, counsel for Staff informed the Commission that counsel for Higgins could not attend the hearing but was content that the Temporary Order be extended;

AND WHEREAS on July 12, 2010, the Commission considered the evidence and submissions before it and the Commission was of the opinion that satisfactory information was not provided to it by the Respondents and that it was in the public interest to extend the Temporary Order;

IT IS HEREBY ORDERED pursuant to subsections 127 (7) and (8) of the Act that the Temporary Order is extended to September 9, 2010; and

IT IS FURTHER ORDERED that the Hearing is adjourned to September 8, 2010, at 10:30 a.m.

DATED at Toronto this 12th day of July, 2010.

"James E. A. Turner"

Carlton Ivanhoe Lewis 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

CARLTON IVANHOE LEWIS, MARK ANTHONY

SCOTT, SEDWICK HILL, LEVERAGEPRO INC.,

PROSPOREX INVESTMENT CLUB INC.,

PROSPOREX INVESTMENTS INC.,

PROSPOREX LTD., PROSPOREX INC.,

PROSPOREX FOREX SPV TRUST,

NETWORTH FINANCIAL GROUP INC., and

NETWORTH MARKETING SOLUTIONS

TEMPORARY ORDER

(Sections 127(1) and (8))

WHEREAS on March 11, 2009 the Ontario Securities Commission (the "Commission") made a Temporary Order pursuant to subsections 127(1) and (5) of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act") that (a) pursuant to clause 2 of subsection 127(1) of the Act all trading in securities of MSI Canada Inc., Prosporex Investment Club Inc. and Dominion Investments Club Inc. shall cease; (b) pursuant to clause 2 of the subsection 127(1) of the Act trading in any securities by all of the respondents shall cease; and (c) pursuant to clause 3 of subsection 127(1) of the Act, any exemptions contained in Ontario securities law do not apply to the respondents (the "Temporary Order");

AND WHEREAS on March 24, 2009, the Commission ordered that the Temporary Order be extended to July 24, 2009, subject to an exception concerning the respondent Sedwick Hill;

AND WHEREAS on July 23, 2009, the Commission extended the Temporary Order to November 25, 2009 and adjourned the hearing to November 24, 2009 at 2:30 p.m.;

AND WHEREAS on August 25, 2009, the Commission varied the Temporary Order to remove the exception that had applied to the respondent Sedwick Hill and extended the Temporary Order, as varied, to November 24, 2009;

AND WHEREAS on November 24, 2009, the Commission added Prosporex Forex SPV Trust as a respondent, extended the Temporary Order, as varied, to January 18, 2010 and adjourned the hearing to January 15, 2010 at 10:00 a.m.;

AND WHEREAS on January 15, 2010, the Commission extended the Temporary Order, as varied, to March 26, 2010 and adjourned the hearing to March 25, 2010 at 10:00 a.m.;

AND WHEREAS on March 12, 2010, Staff issued Statements of Allegations and Notices of Hearing in the following matters:

(1) with respect to Albert Leslie James (formerly identified as Albert James in the Temporary Order), Ezra Douse and Dominion Investments Club Inc.;

(2) with respect to Wilton J. Neale (formerly identified as Wilton John Neale in the Temporary Order), Multiple Streams of Income (MSI) Inc. (formerly identified as MSI Canada Inc. in the Temporary Order) and 360 Degree Financial Services Inc.; and

(3) with respect to Carlton Ivanhoe Lewis, Mark Anthony Scott, Sedwick Hill, Leverage Pro Inc. (formerly identified as LeveragePro Inc. in the Temporary Order), Prosporex Investment Club Inc., Prosporex Investments Inc., Prosporex Ltd., Prosporex Inc., Prosporex Forex SPV Trust, Networth Financial Group Inc., and Networth Marketing Solutions;

AND WHEREAS the Commission held a hearing in this matter on March 25, 2010 and issued an Order dated March 26, 2010 governing disclosure and extending the Temporary Order, as varied, to May 14, 2010;

AND WHEREAS on May 13, 2010, the Commission held a hearing in this matter as well as an in camera pre-hearing conference, and extended the Temporary Order, as varied, to June 17, 2010;

AND WHEREAS on June 16, 2010, the Commission held a hearing in this matter, Staff requested an extension of the Temporary Order, as varied, and a date for the hearing of the matter, and the respondents did not appear but gave their consent to the order requested by Staff or did not object to it;

AND WHEREAS on July 13, 2010, the Commission held a hearing in this matter, and Staff requested a date for the hearing on the merits and an extension of the Temporary Order, as varied, until the completion of the hearing on the merits and release of the decision on the merits;

AND WHEREAS on July 13, 2010, Sedwick Hill, Mark Anthony Scott and counsel for Carlton Ivanhoe Lewis consented to the orders requested by Staff;

AND WHEREAS on July 13, 2010, counsel for Carlton Ivanhoe Lewis advised that Carlton Ivanhoe Lewis had signed a Notice of Intention to Act in Person;

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

AND WHEREAS by Commission order made August 31, 2009, pursuant to subsection 3.5(3) of the Act, each of W. David Wilson, James E. A. Turner, David L. Knight, Carol S. Perry, Patrick LeSage, James D. Carnwath and Mary Condon, acting alone, is authorized to make orders under subsection 127(8) of the Act;

IT IS ORDERED THAT that:

(1) the Temporary Order, as varied, is extended until the completion of the hearing on the merits and release of the decision on the merits, on the same terms as the Order dated March 26, 2010; and

(2) the hearing on the merits in this matter shall commence on January 10, 2011 at 10:00 a.m., and continue January 12 to and including January 24, 2011, or such further or other dates as agreed to by the parties and fixed by the Office of the Secretary of the Commission.

DATED at Toronto this 13th day of July, 2010.

"James E. A. Turner"

Heathbridge Capital Management Ltd. -- ss. 74(1), 144(1)

Headnote

Relief from the prospectus requirement of the Act to permit the distribution of pooled fund securities to managed accounts held by non-accredited investors on an exempt basis -- NI 45-106 containing carve-out for managed accounts in Ontario prohibiting portfolio manager from making exempt distributions of securities of its proprietary pooled funds to its managed account clients in Ontario unless managed account client qualifies as accredited investor or invests $150,000 -- portfolio manager providing bona fide portfolio management services to high net worth clients -- Not all managed account clients are accredited investors -- portfolio manager permitted to make exempt distributions of proprietary pooled funds to its managed accounts provided written notice is delivered to clients advising them of the relief granted -- portfolio manager is restricted from distributing proprietary pooled fund securities to parties other than its managed account clients.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 53, 74(1), 144(1).

Rules Cited

National Instrument 45-106 Prospectus and Registration Exemptions.

National Instrument 31-103 Registration Requirements and Exemptions.

July 9, 2010

IN THE MATTER OF

THE SECURITIES ACT,

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

(the "Act")

AND

IN THE MATTER OF

HEATHBRIDGE CAPITAL MANAGEMENT LTD.

(the "Filer")

RULING

(Subsections 74(1) and 144(1) of the Act)

Background

The Ontario Securities Commission (the "Commission") has received an application from the Filer, on behalf of itself, the Heathbridge U.S. Pooled Fund and the Heathbridge Checkmark[Check] Equity Pooled Fund (the "Existing Funds") and any open-ended investment fund that is not a reporting issuer established and managed by the Filer after the date hereof (a "Future Fund" and, together with the Existing Funds, the "Funds"), for a ruling (the "Requested Relief"), (i) pursuant to subsection 74(1) of the Act, that distributions of units of the Funds to Secondary Clients (as defined below) and to Permitted Clients (as defined below) to whom the Filer provides Managed Services (as defined below) through Managed Accounts (as defined below) will not be subject to the prospectus requirement (the "Prospectus Requirement") under section 53 of the Act, and (ii) pursuant to subsection 144(1) of the Act to revoke and replace the Prior Ruling (as defined below).

Interpretation

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

Representations

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

1. The Filer was incorporated under the laws of Ontario and its head office is in Ontario.

2. The Filer is registered under the Act as an adviser, in the category of portfolio manager, and as a dealer, in the category of exempt market dealer. The Filer is also registered as an adviser, in the category of portfolio manager, in Alberta, British Columbia, Saskatchewan, Manitoba, Quebec, Nova Scotia and New Brunswick (the "Other Jurisdictions").

3. The Filer is the trustee, manager, primary portfolio advisor and principal distributor of the Existing Funds and will act in a similar capacity for each Future Fund. The Filer has not currently retained, but may retain, a sub-advisor in respect of a Fund.

4. Each Existing Fund is, and each Future Fund will be, an open-end investment fund that is not a reporting issuer.

5. The Filer provides discretionary investment management services ("Managed Services") to individuals (including tax deferred plans for which such individuals or their spouses or children are the beneficiaries), corporations, charitable foundations and other entities (each, a "Client") through a managed account (a "Managed Account").

6. The Managed Services are provided pursuant to an investment management agreement (the "IMA") between the Filer and the Client.

7. The Filer generally provides Managed Services to Clients ("Primary Clients") who are "accredited investors" within the meaning of National Instrument 45-106 -- Prospectus and Registration Exemptions ("NI 45-106"). However, from time to time, the Filer may agree to provide services to Clients ("Secondary Clients") who are not accredited investors but who are accepted by the Filer because they have a relationship to a Primary Client and are within a category contemplated by a ruling of the Commission dated May 5, 2006 (the "Prior Ruling"). The Filer also has other Clients ("Permitted Clients") who are not accredited investors and who are not Secondary Clients. Permitted Clients may be (i) Clients who were Primary Clients or Secondary Clients at the time they became Clients but who are no longer an "accredited investor" or who no longer satisfy the criteria to be a Secondary Client; (ii) Clients who have a relationship with a Primary Client or a Secondary Client but the relationship does not satisfy the criteria to be a Secondary Client; or (iii) Clients who have at least $250,000 in one or more Managed Accounts.

8. Primary Clients constitute the main source of business for the Filer and a majority of Clients are accredited investors. The Filer's minimum aggregate account size, which it may waive in appropriate circumstances, is $500,000. The average account size of Clients is in excess of $ 1 million. The business of Secondary Clients and Permitted Clients is incidental to the business of Primary Clients. The business of a Secondary Client or a Permitted Client is generally accepted by the Filer as a courtesy to a Primary Client. Less than 10% of The Filer's assets under management are currently managed for Secondary Clients or Permitted Clients.

9. Investments in individual securities may not be appropriate for Primary Clients in certain circumstances or for Secondary Clients or Permitted Clients. In the case of Secondary Clients or Permitted Clients the amount they have available for investment may not be sufficient for appropriate asset diversification and, due to the size of an investment, they may incur disproportionately higher brokerage commissions than Primary Clients.

10. The Filer has created the Existing Funds to provide Clients with access to certain types of investments, portfolio management efficiencies or appropriate diversification through a pooled investment vehicle.

11. The Filer has determined that to fulfill its fiduciary duty to its Client, all or a portion of the assets of some Clients should be invested in a Fund.

12. The Existing Funds are currently sold by the Filer only to Managed Accounts of Primary Clients or Secondary Clients or to Managed Accounts of other investors if they invest at least $150,000.

13. The Filer wishes to be able to offer the Existing Funds and each Future Fund to Managed Accounts that it manages on behalf of Permitted Clients, as well as to Managed Accounts of Primary Clients and Secondary Clients, without being required to invest $150,000 in each Fund on behalf of a Permitted Client.

14. The distribution of units of the Funds to Managed Accounts of Primary Clients can be conducted by the Filer without compliance with the Prospectus Requirement pursuant to subsection 2.3(1) of NI 45-106 and pursuant to its registration as an exempt market dealer or without compliance with the dealer registration requirement of the Act (the "Registration Requirement") pursuant to subsection 8.6(1) of National Instrument 31-103 -- Registration Requirements and Exemptions ("NI 31-103"). The distribution of units of the Funds to Managed Accounts of Secondary Clients can be conducted by the Filer without compliance with the Prospectus Requirement pursuant to the Prior Ruling and without compliance with the Registration Requirement pursuant to the Prior Ruling or pursuant to subsection 8.6(1) of NI 31-103. The distribution of units of the Funds to Managed Accounts of Permitted Clients can be conducted without compliance with the Registration Requirement pursuant to subsection 8.6(1) of NI 31-103.

15. Upon obtaining the Exemption Sought, the Filer will not rely on the Prior Ruling.

16. The Filer may, but does not currently intend to, distribute units of the Funds to investors who do not have a Managed Account with the Filer in reliance on available exemptions from the Prospectus Requirement in NI 45-106 or in other provisions of applicable securities laws and in reliance on its exempt market dealer registration or available exemptions from the Registration Requirement.

17. At the initial meeting between a new Client and one or more portfolio managers who will service the Client, The Filer establishes the Client's general investment goals and objectives, including target asset mix and the risk parameters for the Managed Account. This is documented in the IMA. The Filer complies with the "know your client" obligations set out in NI 31-103. After the initial meeting, the Client is advised of the name of one or more portfolio managers (each of whom meets the proficiency requirements under NI 31-103 to be an advising officer or an advising representative or an associate advising officer or associate advising representative) who will meet at least once per year with the Client (or more frequently if required) to review the performance of the Managed Accounts and the investment goals.

18. Under the IMA the Filer acquires full discretionary authority to manage the assets in a Client's Managed Account, in accordance with the investment guidelines established for the account, without obtaining the consent of the Client to any specific trade. The IMA provides that, if authorized under the IMA, the Filer may invest the assets in a Client's Managed Account in one or more of the Funds. The Filer currently does not invest assets of Permitted Clients in units of the Funds unless the investment in a Fund is at least $150,000.

19. The IMA provides that the Client will pay to the Filer a base management fee and a performance incentive bonus (the "Compensation") and the Client acknowledges that there may be a management fee payable by a Fund and that such fee will be in addition to the Compensation. Further, the Client acknowledges that the assets invested in a Fund will be included in calculating the Compensation.

20. While the Compensation is in addition to the management fee payable by a Fund, the Filer negotiates the Compensation and acquires units of a Fund on a basis such that there is no duplication of fees paid.

21. There will be no commission paid by a Client in respect of the purchase of units of a Fund.

22. If a Client's Managed Account may be invested in units of a Fund, the Client receives an offering memorandum relating to the Fund which describes the investment objectives and strategies of the Fund and other material information relating to the Fund including a description of the fees and expenses that are payable by the Fund.

23. A Client receives from the custodian of the Managed Account a monthly or quarterly account statement (depending on the level of account activities) showing current holdings in his/her Managed Account. Upon request, Clients can have online viewing access of their Managed Account. All Clients who hold units of the Funds in their Managed Accounts receive a quarterly letter which details their rates of return. The portfolio manager is available to review and discuss with Clients all account statements.

24. Although the distribution of units of the Funds to Managed Accounts of Clients, including Secondary Clients and Permitted Clients, not resident in Ontario is not subject to the Prospectus Requirement due to the exemption for such distributions in NI 45-106, the distribution of units of the Funds to Managed Accounts of Secondary Clients and Permitted Clients resident in Ontario is subject to such requirement. This is because a Managed Account is not an accredited investor in Ontario for the purposes of the purchase of securities of an investment fund but it is an accredited investor in the Other Jurisdictions for such purposes.

Ruling

The Commission being satisfied that the relevant tests contained in subsections 74(1) and 144(1) of the Act have been met, the Commission rules pursuant to subsection 74(1) and 144(1) of the Act that the Requested Relief is granted, provided that, in connection with the distribution of units of the Funds to Secondary Clients and Permitted Clients in Ontario:

(a) units of the Funds distributed pursuant to the relief from the Prospectus Requirement contained in this ruling shall only be distributed to Managed Accounts of The Filer;

(b) for each Secondary Client who becomes a Client of the Filer after the date hereof and any Permitted Client that will invest in units of one or more Funds through a Managed Account pursuant to this ruling, the Filer shall deliver to such Secondary Client or Permitted Client prior to effecting a trade in units of a Fund in reliance on this ruling, written disclosure advising of:

(i) the nature of the relief granted under this ruling, and

(ii) the fact that the ruling permits the Client to invest in an investment fund product which the Client otherwise would not be allowed to invest in on an exempt basis through the Client's Managed Account; and

(c) this ruling will terminate upon the coming into force of any legislation or rule of the Commission exempting a trade by a fully managed account in Ontario in securities of investment funds from the Prospectus Requirement.

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 6 -- Request for Comments

Notice and Request for Comment -- Proposed NI 25-101 Designated Rating Organizations, Related Policies and Consequential Amendments

NOTICE AND REQUEST FOR COMMENT

PROPOSED NATIONAL INSTRUMENT 25-101

DESIGNATED RATING ORGANIZATIONS, RELATED

POLICIES AND CONSEQUENTIAL AMENDMENTS

1. Purpose of notice

We, the members of the Canadian Securities Administrators (the CSA) are publishing for comment a proposed rule, policies and related consequential amendments that would impose requirements on those credit rating organizations that wish to have their credit ratings eligible for use in places where credit ratings are referred to in securities legislation.

Specifically, we are publishing:

• National Instrument 25-101 Designated Rating Organizations (the Proposed Instrument),

• Companion Policy 25-101CP to National Instrument 25-101 Designated Rating Organizations (the Proposed Companion Policy),

• Consequential amendments to National Instrument 41-101 General Prospectus Requirements,

• Consequential amendments to National Instrument 44-101 Short Form Prospectus Distributions,

• Consequential amendments to National Instrument 51-102 Continuous Disclosure Obligations, and

• National Policy 11-205 Process for Designation as a Designated Rating Organization in Multiple Jurisdictions (the Proposed NP 11-205).

The Proposed Instrument, the Proposed Companion Policy, the proposed consequential amendments and Proposed NP 11-205 are collectively referred to as the Proposed Materials.{1}

We are publishing the Proposed Materials with this Notice. Certain jurisdictions may also include additional local information in Annex I. In particular, those jurisdictions that are a party to Multilateral Instrument 11-102 Passport System (currently all jurisdictions except Ontario) are publishing for comment amendments to that instrument that permit the use of the passport system in designating credit rating agencies or organizations (CROs). As Ontario is not a party to Multilateral Instrument 11-102, these amendments will not be published for comment in Ontario.

2. Substance and purpose of the Proposed Instrument

CROs are not currently subject to formal securities regulatory oversight in Canada. However, as the conduct of their business may have a significant impact upon financial markets, and because ratings continue to be referred to within securities legislation, we think it is appropriate to develop a securities regulatory regime for CROs that is consistent with international standards and developments.

The Proposed Materials, together with the suggested legislative amendments (see below), are intended to implement an appropriate Canadian regulatory regime for CROs.

3. Summary of the Proposed Instrument

Under the Proposed Instrument, a CRO can apply for designation as a designated rating organization by filing an application containing prescribed information. The term "designated rating organization" will ultimately replace the concept of "approved rating organization" that is currently found in securities legislation (see "Future Consequential Amendments" below).

The central requirement of the Proposed Instrument is that, once designated, a designated rating organization must establish, maintain and ensure compliance with a code of conduct that is on terms substantially the same as the IOSCO Code of Conduct Fundamentals for Credit Rating Agencies (the IOSCO Code). Originally published in December 2004, the IOSCO Code was designed to serve as a model upon which CROs could base their own codes of conduct. In light of problems within the credit markets, IOSCO's CRO Task Force further considered the role CROs played in rating structured finance transactions, and the IOSCO Code was modified in May 2008 to reflect its recommendations.{2} Currently, the IOSCO Code addresses issues such as:

• CRO conflicts of interest (Part 2){3}

• misunderstandings by investors about what ratings mean (section 3.5)

• adequate staffing of CROs (sections 1.7 and 1.9)

• the quality of information used in making rating decisions (section 1.7)

• the ability to rate novel products (sections 1.7-1 and 1.7-3)

• the differentiation of ratings for different securities (section 3.5(b)), and

• the provision of public disclosure of historical information about the performance of ratings (section 3.8).

Consistent with the model of the IOSCO Code, a designated rating organization will only be permitted to deviate from the specific requirements of the IOSCO Code if it explains the deviation and indicates how its code nonetheless achieves the objectives of the IOSCO Code.

In addition to the "comply or explain" requirement, and similar to the approaches taken in other jurisdictions, the Proposed Instrument will also impose certain specific requirements on a designated rating organization. These provisions require a designated rating organization to:

• have policies and procedures reasonably designed to identify and manage any conflicts of interest that arise in connection with the issuance of credit ratings,

• not issue or maintain a credit rating in the face of specified conflicts of interest,

• appoint a compliance officer to be responsible for monitoring and assessing the designated rating organization's compliance with its code of conduct and the proposed regulatory framework,

• have policies and procedures reasonably designed to prevent the inappropriate use and/or dissemination of certain material non-public information, including a pending undisclosed rating action, and

• file on an annual basis a form containing prescribed information.

4. Proposed Legislative Amendments

To make the Proposed Instrument as a rule and to fully implement the regulatory regime it contemplates, certain amendments to local securities legislation will be required. In addition to rule-making authority, changes to the local securities legislation may include:

• the power to designate a CRO under the legislation,

• the power to conduct compliance reviews of a CRO, and require the CRO to provide the securities regulatory authority with access to relevant books, information and documents,

• the power to make an order that a CRO submit to a review of its practices and procedures, where such an order is considered to be in the public interest, and

• confirmation that the securities regulatory authorities may not direct or regulate the content of credit ratings or the methodologies used to determine credit ratings.

In Québec, Alberta and British Columbia amendments have already been introduced and are expected to come into force at the same time as the Proposed Instrument.

5. Prior comment process

On October 6, 2008, the CSA published for comment a consultation paper entitled Securities Regulatory Proposals Stemming from the 2007-08 Credit Market Turmoil and its Effect on the ABCP Market in Canada (the Consultation Paper).

In the Consultation Paper, the CSA ABCP Working Group (the Committee) proposed to establish a regulatory framework applicable to certain CROs that would have required adherence to the "comply or explain" provision of the IOSCO Code. The Committee also proposed to provide securities regulators with authority to require changes to such CROs' practices and procedures.

Since the expiry of the comment period in February 2009, the Committee has been modifying its proposal to take into account comments received on the Consultation Paper and comparable regulatory frameworks developed in other jurisdictions.

A summary of the relevant comments received, together with the CSA response to those comments, may be found in Annex A.

6. Proposed Companion Policy and Consequential amendments

The purpose of the Proposed Companion Policy is to provide interpretational guidance on elements of the Proposed Instrument. A copy of the Proposed Companion Policy may be found in Annex D.

The adoption of a Canadian regulatory regime for CROs also entails amendments to each of National Instrument 41-101 General Prospectus Requirements, National Instrument 44-101 Short Form Prospectus Distributions, and National Instrument 51-102 Continuous Disclosure Obligations. Under the Proposed Instrument, designated rating organizations will be obligated to provide certain information regarding their credit rating activities. The purpose of the consequential amendments is to require issuers to provide complementary information regarding their dealings with the ratings industry. The text of these amendments may be found in Annexes E through G.

7. Passport and Co-ordination of Review

Those jurisdictions that are a party to Multilateral Instrument 11-102 Passport System (all those jurisdictions except Ontario, referred to as Passport Jurisdictions) are publishing for comment proposed amendments to that instrument to allow it to be used for the review of designation applications by CROs. In addition, all jurisdictions are publishing for comment Proposed NP 11-205, which provides CROs with guidance in determining where they should apply for designation. The text of Proposed NP 11-205 may be found in Annex H. In the Passport Jurisdictions, the text of the proposed amendments to Multilateral Instrument 11-102 may be found in Annex I.

8. Future Consequential Amendments

Following the adoption of the Proposed Instrument and the application for designation by interested CROs, we propose to make further consequential amendments to our rules to reflect the new regime. Specifically, these amendments will replace existing references to "approved rating organization" and "approved credit rating organization" with "designated rating organization". Similar changes will also be made to the definition of "approved rating" which appears in securities legislation.

These changes would be subject to a separate publication and comment process.

9. Civil Liability and Other International Developments

Certain international jurisdictions have either adopted or are considering adopting changes to their securities legislation to impose greater civil liability upon CROs.{4} In Canada, similar changes would involve revoking those provisions of the securities legislation that provide a "carve-out" from the consent requirements for expertized portions of a prospectus or secondary market disclosure document.

We continue to monitor these and other international developments.

10. Request for Comments

We welcome your general comments on the Proposed Materials.

We also invite comments on specific aspects of the Proposed Instrument. The request for specific comments is located in Annex B to this Notice.

Please submit your comments in writing on or before October 25, 2010. If you are not sending your comments by email, please include a CD ROM containing the submissions.

Address your submission to the following CSA member commissions:

British Columbia Securities Commission

Alberta Securities Commission

Saskatchewan Financial Services Commission

Manitoba Securities Commission

Ontario Securities Commission

Autorité des marchés financiers

Nova Scotia Securities Commission

New Brunswick Securities Commission

Office of the Attorney General, Prince Edward Island

Securities Commission of Newfoundland and Labrador

Registrar of Securities, Government of Yukon

Registrar of Securities, Department of Justice, Government of the Northwest Territories

Registrar of Securities, Legal Registries Division, Department of Justice, Government of Nunavut

Please deliver your comments only to the addresses that follow. Your comments will be forwarded to the remaining CSA member jurisdictions.

John Stevenson

Secretary

Ontario Securities Commission

20 Queen Street West

19th Floor, Box 55

Toronto, Ontario

M5H 3S8

Fax: (416) 593-2318

Email: jstevenson@osc.gov.on.ca

 

M^e Anne-Marie Beaudoin

Corporate Secretary

Autorité des marchés financiers

800, square Victoria, 22e étage

C.P. 246, tour de la Bourse

Montréal (Québec) H4Z 1G3

Fax : 514-864-6381

E-mail: consultation-en-cours@lautorite.qc.ca

We cannot keep submissions confidential because securities legislation in certain provinces requires publication of a summary of the written comments received during the comment period. Comments will be posted to the OSC web-site at www.osc.gov.on.ca.

11. Questions

Please refer your questions to any of:

Michael Brown

Assistant Manager, Corporate Finance

Ontario Securities Commission

(416) 593-8266

mbrown@osc.gov.on.ca

 

Jeffrey Klam

Legal Counsel, Corporate Finance

Ontario Securities Commission

(416) 595-8932

jklam@osc.gov.on.ca

 

Maye Mouftah

Legal Counsel, Compliance & Registrant Regulation

Ontario Securities Commission

(416) 593-2358

mmouftah@osc.gov.on.ca

 

Lucie J. Roy

Senior Policy Adviser

Service de la réglementation

Surintendance aux marchés des valeurs

Autorité des marchés financiers

(514) 395-0337, ext 4464

lucie.roy@lautorite.qc.ca

 

Denise Weeres

Senior Legal Counsel, Corporate Finance

Alberta Securities Commission

(403) 297-2930

denise.weeres@asc.ca

 

Christina Wolf

Economist

British Columbia Securities Commission

(604) 899-6860

cwolf@bcsc.bc.ca

 

Noreen Bent

Manager and Senior Legal Counsel

Legal Services, Corporate Finance

British Columbia Securities Commission

(604) 899-6741

nbent@bcsc.bc.ca

 

Nazma Lee

Senior Legal Counsel

Legal Services, Corporate Finance

British Columbia Securities Commission

(604) 899-6867

nlee@bcsc.bc.ca

July 16, 2010

{1} In jurisdictions other than Ontario, the Proposed Materials also include the proposed amendments to Multilateral Instrument 11-102 The Passport System.

{2} The revised IOSCO Code may be found at http://www.iosco.org/library/pubdocs/pdf/IOSCOPD271.pdf.

{3} Conflicts of interest are addressed generally in Part 2 of the IOSCO Code. In particular, the IOSCO Code addresses (a) conflicts of interest arising from rated issuers paying fees for their ratings (section 2), (b) the need for CROs to separate their rating business from consulting work (section 2.5), and (c) the ability of CROs to perform ancillary services (section 2.5). In addition, section 1.14 of the IOSCO Code specifies that CRO analysts should not make proposals or recommendations regarding the design of structured products.

{4} In the United States, the SEC published for comment A concept release on possible rescission of rule 436(g) under the Securities Act of 1933: 17 CFR Part 220 (Release Nos. 33-9071; 34-60798; IC-28943; File No. S7-25-09). The comment period closed December 14, 2009. In Australia, ASIC has decided to withdraw current class order relief that allows issuers of investment products to cite credit ratings without the consent of credit rating agencies. As liability for the content of disclosure only attaches to persons who have consented to having their statements cited, the class order relief has implications for the accountability of credit rating agencies. See 09-225AD ASIC gives credit ratings agencies improved control over ratings use dated Thursday 12 November 2009

ANNEX A

SUMMARY OF RELEVANT COMMENTS AND RESPONSES

ON CSA CONSULTATION PAPER 11-405 SECURITIES REGULATORY PROPOSALS

STEMMING FROM THE 2007-08 CREDIT MARKET TURMOIL

AND ITS EFFECT ON THE ABCP MARKET IN CANADA

This annex summarizes the relevant written public comments we received on the Consultation Paper. It also sets out our responses to those comments.

List of Parties Commenting on the Consultation Paper

Brian Neysmith

Canada's Venture Capital & Private Equity Association (Gregory Smith)

Canadian Advocacy Council (Ross E. Hallett)

Canadian Bankers Association (Nathalie Clark)

Canadian Life and Health Insurance Association (James Wood)

Canadian Imperial Bank of Commerce (Claude-Étienne Borduas)

Desjardins, Fédération des caisses du Québec (Yves Morency)

Dominion Bond Rating Service (Mary Keogh)

Fasken Martineau DuMoulin LLP (Geoff Clarke, Brandon Tigchelaar and Patrick Dolan)

Fitch Ratings (Sharon Raj)

The Investment Funds Institute of Canada (Joanne De Laurentiis)

Investment Industry Association of Canada (Ian C. W. Russell)

Mavrix Funds Management Inc.

Moody's Investors Service (Donald S. Carter and Janet Holmes)

Mouvement d'éducation et de défense des actionnaires (Yves Michaud)

Ontario Bar Association (Jamie K. Trimble and Christopher Garrah)

RBC Asset Management Inc. and Phillips, Hager & North Investment Management Ltd. (Daniel E. Chornous)

Social Investment Organization (Eugene Ellmen)

Standard & Poor's (Vickie A. Tillman)

TD Asset Management Inc. ( Barbara F. Palk)

TD Securities Inc. (Anne Haldimand and Jay Smales)

General Comments

Eleven commenters supported establishing a regulatory framework applicable to CROs that requires compliance with the "comply or explain" provision of the IOSCO Code. Two other commenters supported establishing a regulatory framework for CROs in general but did not specifically comment on the form the framework should take.

Response: We thank the commenters for their support. We have maintained the requirement to adhere to the "comply or explain" provision of the IOSCO Code as the central component of the proposed regulatory regime.

Some commenters cautioned against increased regulation of CROs. For example, one commenter opined that the market has corrected on its own and will require CROs to address deficiencies even without increased regulation. Another commenter noted that given the importance of CROs in Canadian credit markets, any regulatory framework applicable to CROs should ensure that it does not act as a deterrent to their continued operation in Canada or increase compliance costs to the point where only the largest issuers could afford to have their securities rated. A third commenter expressed concern that increased regulation of CROs could undermine investors' own responsibilities to undertake due diligence in respect of potential investments.

Response: We note the various measures adopted by the CROs to improve their business models, particularly efforts aimed at strengthening rating methodologies and managing conflicts of interest. Nevertheless, we think it is advisable to establish a regulatory framework applicable to CROs in Canada. Recognizing that most CROs are subject to regulation in several jurisdictions, we strived to limit unnecessary compliance costs as much as possible. We do not think that increased regulation of CROs will cause investors to perform less due diligence in respect of potential investments.

Several commenters did not object to regulation of CROs in Canada but expressed concerns with the proposed regulatory framework. One commenter thought that it was unclear whether CROs that meet the definition of "approved credit rating organization" are automatically subject to the regulatory framework. The commenter suggested that only CROs who wish to have their ratings used for regulatory purposes should be subject to the regulatory framework.

Response: The proposed regulatory framework would apply to any CRO that is a "designated rating organization". This concept will replace the existing concept of "approved rating organizations" and "approved credit rating organizations". Designation as a designated rating organization will not be mandatory for any CRO, as a CRO will have to apply for status as a designated rating organization in order to for its ratings to be eligible for use in places where credit ratings are referred to in securities legislation. If a CRO does not wish to have its ratings eligible to be so used, the CRO need not seek to be designated in any Canadian jurisdiction.

One of the commenters that supported a regulatory framework tied to the IOSCO Code noted that it should be principles based so that it is dynamic, adaptable, accounts for the differences among CROs, and avoids intruding upon the substance of ratings and rating methodologies. In fact, five commenters proposed a prohibition in the regulatory framework against the CSA regulating the substance of credit ratings or the procedures and methodologies by which a CRO determines credit ratings. This would be consistent with the manner in which the SEC oversees CROs in the United States.

Response: We acknowledge the comment in favour of a dynamic and flexible regulatory framework. To that end, the principal component of our proposal is that a designated rating organization must establish, maintain and ensure compliance with a code of conduct that is on terms substantially the same as the IOSCO Code. Consistent with this model, a designated rating organization would be permitted to deviate from the specific requirements of the IOSCO Code provided that it explains the deviation and indicates how its code nonetheless achieves the objectives of the IOSCO Code. We are of the view that allowing a designated rating organization's code of conduct to deviate in this manner imports sufficient flexibility into our proposed regulatory regime to accommodate the differences among CROs, while nonetheless ensuring that the CRO consider and abide by the underlying animating principles.

In addition, securities regulatory authorities will, in most cases, be prohibited from directing or regulating the content of credit ratings or the methodologies. This prohibition will be similar to the prohibition in the United States and Europe.

Another commenter suggested going beyond the IOSCO Code and requiring CROs to disclose the methodology used in determining ratings of ABCP.

Response: the IOSCO Code states that a CRO should indicate the principal methodology or methodology version that was used in determining the rating and where a description of that methodology can be found (see section 3.3 of the IOSCO Code). In light of current compliance with this provision{5}, we do not believe that such a requirement is necessary.

Need for Harmonization

Seven commenters, including four CROs, suggested that any regulatory framework applicable to CROs should be harmonized and co-ordinated among jurisdictions. The commenters noted that different regulatory initiatives in Canada, the United States, Europe, Australia and elsewhere will make compliance difficult for CROs that operate globally. Specifically, one commenter submitted that CROs applying for recognition in Canada should be able to submit to the CSA the documentation prepared in connection with other jurisdictions' requirements in satisfaction of all or some of the Canadian requirements.

Response: Our proposed regulatory regime takes these concerns into account through incorporation of the IOSCO Code as the central component of the framework. In addition, accommodation is made for CROs that are also "nationally recognized statistical rating organizations" (or NRSROs), who will be able to file their most recently completed Form NRSRO in lieu of Form 25-101F1.

We acknowledge the developing international movement towards co-ordination of regulatory efforts with respect to CROs. Certain CSA jurisdictions participate in IOSCO Standing Committee 6 regarding credit rating agencies. The mandate of this committee includes examining options for international co-operation for regulating CROs. Though we support international co-operation in this regard to the greatest extent practicable, we maintain the jurisdiction to perform compliance reviews of designated rating organizations at our discretion.

Enforcement Issues and the Authority of Securities Regulators

Several commenters were generally supportive of the CSA having powers to conduct examinations and to enforce compliance with the CRO framework. Two commenters supported giving authority to the CSA to make orders in the public interest that impose terms and conditions on the conduct of the business of an "approved credit rating organization". Another commenter supported the need for the CSA to conduct reviews of a CRO's practices and procedures including reviewing the extent of compliance with the IOSCO Code and the CRO's own policies and procedures. Two commenters emphasized the importance of the CSA having the ability to exercise enforcement powers in respect of a breach by a CRO of securities laws.

Response: We think that the statutory amendments that have been passed or are being considered in the various CSA jurisdictions will provide the appropriate compliance and enforcement authority.

One commenter supported the authority of the regulator to make orders in the public interest as part of the regulatory framework provided that any such orders do not affect the substance of the ratings or methodologies of the CRO. The commenter supported the CSA having the authority to revoke a CRO's status as an "approved credit rating organization" but only upon material deviations from the IOSCO Code.

Response: As noted above, securities regulatory authorities will, in most cases, be prohibited from directing or regulating the content of credit ratings or the methodologies. However, each of the securities regulators will have the ability to withdraw a CRO's designation provided it is in the public interest to do so.

Two commenters suggested that the CROs should be notified and granted the opportunity to answer concerns and/or take remedial action before any remedy is imposed by the CSA on a CRO.

Response: We anticipate that the relevant CRO would be provided with an opportunity to be heard prior to any enforcement order being issued.

One commenter acknowledged the need for the CSA to obtain information from CROs as part of effective regulation but cautioned that the ability of the CSA to request information should be subject to confidentiality and privilege.

Response: The legislative amendments that are contemplated as part of the securities regulatory framework for CROs would provide securities regulators with authority to obtain necessary information. The ability to keep information confidential is subject to any obligations under privacy and freedom of information laws.

Four commenters, each a CRO, raised concerns with the component of the regulatory framework applicable to CROs that would give the CSA the authority to make orders in the public interest that impose terms and conditions on the conduct of business of an "approved credit rating organization". In addition, three of these commenters raised concerns with the component of the regulatory framework applicable to CROs that would give the CSA the authority to order an approved CRO to "make any changes to its practices and procedures relating to its business as a CRO that are ordered by securities regulators."

Response: We note these comments. The proposed regulatory framework would provide the securities regulatory authority in CSA jurisdictions with the authority to order that a CRO submit to a review of its practices and procedures and institute such changes as may be ordered. This is an existing power that certain jurisdictions have over other market participants. We do not think that this authority is too broad and note that securities regulatory authorities will, in most cases, be prohibited from directing or regulating the content of credit ratings or the methodologies.

To facilitate the designation of CROs in multiple jurisdictions, we (other than Ontario) are developing a proposal to extend the application of the passport system into this new area. Proposed amendments to Multilateral Instrument 11-102 Passport System are being published concurrently with this Notice -- see Annex H and I.

One commenter raised concerns with the component of the framework that would give the CSA the authority to require that an approved CRO comply with any particular provision in the IOSCO Code. The commenter suggested that it introduces rigidity and undermines the flexibility that the IOSCO Code meant to preserve through the "comply or explain" model. Instead, the CSA should not regulate beyond requiring full compliance with the "comply or explain" provision of the IOSCO Code.

Response: In our view, one of the significant benefits of importing the "comply or explain" model of the IOSCO Code into our proposed regulatory framework is its flexibility. However, the regulatory framework might not be effective if a designated rating organization chose to explain (rather than comply with) many of the provisions of the IOSCO Code. The proposed regulatory framework would empower securities regulators to require a designated rating organization to comply with any particular provision of the IOSCO Code through their authority to have a designated rating organization submit to a review of its practices and procedures and to institute such changes as may be ordered by securities regulatory authorities.

One commenter suggested that the proposed framework should explicitly state that breaches of the framework will not give rise to private causes of action.

Response: We do not agree with this comment.

Disclosure Requirements for CRO

Three commenters supported requiring public disclosure of all information provided to a CRO and used by the CRO in determining and monitoring a rating as a condition to issuing a rating. One other commenter supported requiring public disclosure of all information provided to a CRO and used by the CRO in determining and monitoring a rating but thought that the obligation to make such disclosure should be on the issuer. That commenter suggested that CROs should not be permitted to rate a security unless public disclosure has been made.

Response: Notwithstanding these comments, the proposed framework does not include the requirement to disclose publicly all information provided to a CRO and used by the CRO in determining and monitoring a rating as a condition to issuing a rating. In addition to the comments cited above, we note that the SEC also decided against pursuing a similar requirement that it had proposed.

As described in CSA Notice 45-307 Regulatory Developments Regarding Securitization, the CSA is reviewing disclosure requirements in connection with the distribution of securitized products and is considering imposing additional conditions, including disclosure, in connection with the distribution of securitized products in the exempt market. However, those matters are not being considered as a part of the regulatory framework applicable to CROs.

One commenter suggested that the CSA publish an annual report on the role of CROs, their code of ethics and professional conduct, the transparency of their methods and the impact of their activities on issuers and the financial markets. This is similar to an applicable requirement in France.

Response: We do not propose to publish an annual report of this nature. We propose to require a designated rating organization to publish its code of conduct conspicuously on its website. The designated rating organization would also be required to explain any deviations from the IOSCO Code and how its code of conduct achieves the principles of the IOSCO Code notwithstanding the deviation. We think that the responsibility for publicly disseminating this information should remain with the designated rating organization. Having this information publicly available will allow market participants to evaluate the designated rating organization against the standards of the IOSCO Code.

One commenter noted that it appeared that the CROs do not provide information in French and suggested that such a requirement be imposed.

Response: In Québec, section 40.1 of the Securities Act requires that a number of documents used in connection with specific transactions be drafted in French. Any credit rating and commentary relating thereto included in these documents must be in French. We do not propose to otherwise regulate the language in which market participants choose to carry on their business.

Other comments on the CRO framework

One commenter suggested that an independent body be established in order to set a fee schedule for ratings after consulting with the CROs. The commenter also suggested that issuers disclose in their annual report the amount of fees paid to each CRO. Finally, the commenter suggested that fees should be based on services rendered instead of the size of the offering.

Response: We do not propose to regulate the manner in which fees for providing ratings is determined. However, Form 25-101F1 will require designated rating organizations to disclose the largest 20 issuers and subscribers in terms of net revenue. In addition, an issuer's prospectus and annual information form will be required to contain disclosure regarding the amount of fees paid to a CRO for a rating.

{5} In March 2009, IOSCO published a "Review of Implementation of the IOSCO Code of Conduct Fundamentals for Credit Rating Agencies" which noted that each of the CROs that are "approved credit ratings organizations" under the current regime is substantially in compliance with Section 3.3 of the IOSCO Code.

ANNEX B

SPECIFIC REQUESTS FOR COMMENT

In addition to your general comments on the Proposed Materials, we also invite comments on the following specific issues:

1. Section 7 of the Proposed Instrument provides that a Code of Conduct must specify that waivers of the Code are prohibited. The purpose of this provision is to ensure that the Code of Conduct reflects actual conduct within the designated rating organization. Do you think this provision is feasible? Does it achieve its purpose?

2. Item 3 of Form 25-101F1 requires a CRO (other than an NRSRO) applying to be designated under the Proposed Instrument to provide a completed personal information form (or PIF) for each director and executive officer of the applicant, as well as the compliance officer, unless previously provided. Do you believe the costs of requiring a PIF outweigh the benefits of these background checks? Should background checks be periodically requested for all existing designated rating organizations? If so, how often?

3. The test for determining the principal regulator for a CRO's designation application is set out in amendments to Multilateral Instrument 11-102 Passport System. Where a CRO does not have a head office or branch office located in Canada, the principal regulator is determined on the basis of "significant connection". Factors for determining "significant connection" are listed in section 8 of Proposed NP 11-205.

Are the factors in section 8 suitable and listed in the appropriate order of influentia\l weight?

4. Currently, securities legislation does not require a CRO whose rating is referred to in a prospectus or other disclosure document to file an "expert's consent" with securities regulators, which would result in the assumption of statutory liability for its opinion. See, for example, section 10.1 of National Instrument 41-101 General Prospectus Requirements. Do you think that such an exemption is still appropriate in Canada?

ANNEX C

PROPOSED NATIONAL INSTRUMENT 25-101

DESIGNATED RATING ORGANIZATIONS

Part 1 -- Definitions and Interpretation

1. Definitions -- In this Instrument,

compliance officer means the compliance officer referred to in section 11;

code of conduct means the code of conduct referred to in Part 3 of this Instrument;

designated rating organization means a credit rating organization that has been designated under securities legislation;

Form NRSRO means the completed form required to be filed by an NRSRO under the 1934 Act;

IOSCO Code means the Code of Conduct Fundamentals for Credit Rating Agencies of the International Organization of Securities Commissions, as amended from time to time;

NRSRO means a nationally recognized statistical rating organization, as defined in the 1934 Act.

2. Interpretation -- Nothing in this Instrument is to be interpreted as regulating the content of a credit rating or the methodology a credit rating organization uses to determine a credit rating.

Part 2 -- Designation of Rating Organizations

3. Application for Designation --

(1) A credit rating organization that applies to be a designated rating organization must file a completed Form 25-101F1.

(2) Despite subsection (1), a credit rating organization that is an NRSRO may file its most recent Form NRSRO.

(3) A credit rating organization that applies to be a designated rating organization and that is incorporated or organized under a foreign jurisdiction and does not have an office in Canada must file a completed Form 25-101F2.

4. Market Participant in Ontario -- In Ontario, a designated rating organization is designated as a market participant.

Part 3 -- Code of Conduct

5. Code of Conduct --

(1) A designated rating organization must establish, maintain and ensure compliance with a code of conduct.

(2) The code of conduct must comply with each provision of the IOSCO Code.

(3) Despite subsection (2), the code of conduct may deviate from a provision or provisions of the IOSCO Code if the code of conduct indicates:

(a) how it deviates from the provision or provisions of the IOSCO Code; and

(b) how it nonetheless achieves the objectives of that provision or provisions of the IOSCO Code.

6. Filing and Publication --

(1) A designated rating organization must file a copy of its code of conduct and post a copy of it, together with any amendments, prominently on its website.

(2) Any amendment to a code of conduct by a designated rating organization must be filed, and prominently posted on the organization's website, within three days of the amendment coming into effect.

7. Waivers -- A code of conduct must specify that a designated rating organization must not waive provisions of its code of conduct.

Part 4 -- Additional Minimum Requirements

8. Conflicts of Interest -- A designated rating organization must not issue or maintain a credit rating:

(a) where the designated rating organization, a credit analyst that participated in determining the credit rating, or a person responsible for approving the credit rating, directly owns securities of, or has any other direct ownership interest in, the person or company that is subject to the credit rating;

(b) with respect to a person or company that is an affiliate or associate of the designated rating organization;

(c) where a credit analyst who participated in determining the credit rating, or a person responsible for approving the credit rating, is an officer or director of the person or company that is subject to the credit rating;

(d) with respect to a security where the designated rating organization or a person or company that is an affiliate or associate of the designated rating organization made recommendations to the issuer, underwriter, or sponsor of the securities about the corporate or legal structure, assets, liabilities, or activities of the issuer of the securities;

(e) where the fee paid for the rating was negotiated, discussed, or arranged by a person within the designated rating organization who has responsibility for participating in determining credit ratings or for developing or approving procedures or methodologies used for determining credit ratings, including qualitative and quantitative models; or

(f) where a credit analyst who participated in determining or monitoring the credit rating, or a person responsible for approving the credit rating received gifts, including entertainment, from the issuer, underwriter, or sponsor of the securities being rated, other than items provided in the context of normal business activities such as meetings that have an aggregate value of no more than nominal value.

9. Conflict of Interest Policy -- A designated rating organization must have policies and procedures reasonably designed to identify and manage any conflicts of interest that arise in connection with the issuance of credit ratings.

10. Policy on Material Non-Public Information -- A designated rating organization must have policies and procedures reasonably designed to prevent:

(a) the inappropriate dissemination within or outside the designated rating organization of material non-public information obtained in connection with the performance of credit rating services;

(b) the purchase or sale of securities by a person within the designated rating organization, or the conferring of any other benefit from any transaction in securities, when the person is aware of material non-public information obtained in connection with the performance of credit rating services; and

(c) the inappropriate dissemination within or outside the designated rating organization of a pending credit rating action before issuing the credit rating on the Internet or through another readily accessible means.

11. Compliance Officer --

(1) A designated rating organization must have a compliance officer that monitors and assesses compliance by the designated rating organization, and individuals acting on its behalf, with the organization's code of conduct and with securities legislation.

(2) The compliance officer must report to the board of directors of the designated rating organization (or the equivalent) as soon as possible if the compliance officer becomes aware of any circumstances indicating that the designated rating organization, or any individual acting on its behalf, may be in non-compliance with the organization's code of conduct or securities legislation and:

(a) the non-compliance creates, in the opinion of a reasonable person, a risk of harm to a client or the client's investors,

(b) the non-compliance creates, in the opinion of a reasonable person, a risk of harm to the capital markets; or

(c) the non-compliance is part of a pattern of non-compliance.

Part 5 -- Books and Records

12. Books and Records --

(1) A designated rating organization must keep such books and records and other documents as are necessary to account for the conduct of its credit rating activities, its business transactions and financial affairs and must keep such other books, records and documents as may otherwise be required under securities legislation.

(2) A designated rating organization must retain the books and records maintained under this section:

(a) for a period of seven years from the date the record was made or received;

(b) in a safe location and a durable form; and

(c) in a manner that permits it to be provided to the securities regulatory authority in a reasonable period of time.

Part 6 -- Annual Filing Requirements

13. Annual Filing Requirement --

(1) No later than 90 days after the end of its most recently completed financial year, each designated rating organization must file a completed Form 25-101F1.

(2) Despite subsection (1), a designated rating organization may file its most recently completed Form NRSRO on or before the earlier of

(a) 90 days after the end of its most recently completed financial year, and

(b) the date the credit rating organization files its Form NRSRO with the SEC.

Part 7 -- Exemptions and Effective Date

14. Exemptions --

(1) The regulator or the securities regulatory authority may grant an exemption from the provisions of this Instrument, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption.

(2) Despite subsection (1), in Ontario, only the regulator may grant an exemption.

(3) Except in Ontario, an exemption referred to in subsection (1) is granted under the statute referred to in Appendix B of National Instrument 14-101 Definitions opposite the name of the local jurisdiction.

15. Effective Date -- This Instrument comes into force on •.

FORM 25-101F1

DESIGNATED RATING ORGANIZATION

APPLICATION AND ANNUAL FILING

Instructions

(1) Terms used in this form but not defined in this form have the meaning given to them in the Instrument.

(2) Unless otherwise specified, the information in this form must be presented as at the last day of the applicant's most recently completed financial year. If necessary, the applicant must update the information provided so it is not misleading when it is filed. For information presented as at any date other than the last day of the applicant's most recently completed financial year, specify the relevant date in the form.

(3) Applicants are reminded that it is an offence under securities legislation to give false or misleading information on this form.

(4) Applicants may apply for a decision of the securities regulatory authority to hold portions of this form which discloses intimate financial, personal or other information in confidence. Securities regulatory authorities will consider such an application and accord confidential treatment to those sections to the extent permitted by law.

(5) Where this form is used for an annual filing, the term "applicant" means the designated rating organization.

Item 1. Name of Applicant

State the name of the applicant.

Item 2. Organization and Structure of Applicant

Describe the organizational structure of the applicant, including, as applicable, an organizational chart that identifies the ultimate and intermediate parent companies, subsidiaries, and material affiliates of the applicant (if any); an organizational chart showing the divisions, departments, and business units of the applicant; and an organizational chart showing the managerial structure of the applicant, including the compliance officer referred to in section 11 of the Instrument.

Item 3. Personal Information Form

Provide the information required by Appendix A to this form for each director and executive officer of the applicant, as well as the compliance officer, unless previously provided.

Item 4. Rating Distribution Model

Briefly describe how the applicant makes its credit ratings readily accessible for free or for a fee. If a person must pay a fee to obtain a credit rating made readily accessible by the applicant, provide a fee schedule or describe the price(s) charged.

Item 5. Procedures and Methodologies

Briefly describe the procedures and methodologies used by the applicant to determine credit ratings, including unsolicited credit ratings. The description must be sufficiently detailed to provide an understanding of the processes employed by the applicant in determining credit ratings, including, as applicable:

• policies for determining whether to initiate a credit rating;

• the public and non-public sources of information used in determining credit ratings, including information and analysis provided by third-party vendors;

• whether and, if so, how information about verification performed on assets underlying or referenced by a security issued by an asset pool or as part of any asset-backed or mortgage-backed securities transaction is relied on in determining credit ratings;

• the quantitative and qualitative models and metrics used to determine credit ratings, including whether and, if so, how assessments of the quality of originators of assets underlying or referenced by a security issued by an asset pool or as part of any asset-backed or mortgage-backed securities transaction factor into the determination of credit ratings;

• the methodologies by which credit ratings of other credit rating agencies are treated to determine credit ratings for securities issued by an asset pool or as part of any asset-backed or mortgaged-backed securities transaction;

• the procedures for interacting with the management of a rated obligor or issuer of rated securities;

• the structure and voting process of committees that review or approve credit ratings;

• procedures for informing rated obligors or issuers of rated securities about credit rating decisions and for appeals of final or pending credit rating decisions; and

• procedures for monitoring, reviewing, and updating credit ratings, including how frequently credit ratings are reviewed, whether different models or criteria are used for ratings surveillance than for determining initial ratings, whether changes made to models and criteria for determining initial ratings are applied retroactively to existing ratings, and whether changes made to models and criteria for performing ratings surveillance are incorporated into the models and criteria for determining initial ratings; and procedures to withdraw, or suspend the maintenance of, a credit rating.

An applicant may provide the location on its website where additional information about the procedures and methodologies is located.

Item 6. Code of Conduct

Unless previously provided, attach a copy of the applicant's code of conduct.

Item 7. Policies and Procedures re Non-public Information

Unless previously provided, attach a copy of the written policies and procedures established, maintained, and enforced by the applicant to prevent the misuse of material non-public information.

Item 8. Polices and Procedures re Conflicts of Interest

Unless previously provided, attach a copy of the written policies and procedures established with respect to conflicts of interest.

Item 9. Credit analysts

Disclose the following information about the applicant's credit analysts and the persons who supervise the credit analysts:

• The total number of credit analysts,

• The total number of credit analyst supervisors,

• A general description of the minimum qualifications required of the credit analysts, including education level and work experience (if applicable, distinguish between junior, mid, and senior level credit analysts), and

• A general description of the minimum qualifications required of the credit analyst supervisors, including education level and work experience.

Item 10. Compliance Officer

Disclose the following information about the compliance officer of the applicant:

• Name,

• Employment history,

• Post secondary education, and

• Whether employed by the applicant full-time or part-time.

Item 11. Specified Revenues

Disclose information, as applicable, regarding the applicant's aggregate revenues for the most recently completed financial year:

• Revenue from determining and maintaining credit ratings,

• Revenue from subscribers,

• Revenue from granting licenses or rights to publish credit ratings, and

• Revenue from all other services and products offered by the credit rating organization (include descriptions of any major sources of revenue).

This information is not required to be audited.

Item 12. Credit Rating Users

Disclose a list of the largest users of credit rating services of the applicant by the amount of net revenue earned by the applicant attributable to the user during the most recently completed financial year. First, determine and list the 20 largest issuers and subscribers in terms of net revenue. Next, add to the list any obligor or underwriter that, in terms of net revenue during the financial year, equalled or exceeded the 20th largest issuer or subscriber. In making the list, rank the users in terms of net revenue from largest to smallest and include the net revenue amount for each person. For purposes of this Item:

• Net revenue means revenue earned by the applicant for any type of service or product provided to the person or company, regardless of whether related to credit rating services, and net of any rebates and allowances the applicant paid or owes to the person or company; and

• Credit rating services means any of the following: rating an issuer's securities (regardless of whether the issuer, underwriter, or any other person or company paid for the credit rating) and providing credit ratings, credit ratings data, or credit ratings analysis to a subscriber.

Item 13. Financial Statements

Attach a copy of the audited financial statements of the applicant, which must include a balance sheet, an income statement and statement of cash flows, and a statement of changes in equity, for each of the three most recently completed financial years. If the applicant is a division, unit, or subsidiary of a parent company, the applicant may provide audited consolidated financial statements of its parent company.

Item 14. Verification Certificate

Include a certificate of the applicant in the following form:

The undersigned has executed this Form 25-101F1 on behalf of, and on the authority of, [the Applicant]. The undersigned, on behalf of the [Applicant], represents that the information and statements contained in this Form, including appendices and attachments, all of which are part of this Form, are true and correct.

APPENDIX A TO FORM 25-101F1

AUTHORIZATION OF INDIRECT COLLECTION,

USE AND DISCLOSURE OF PERSONAL INFORMATION

In connection with the filing required of a credit rating organization (or CRO) under National Instrument 25-101, the attached Schedule 1 contains information (the Information) concerning every individual for whom the CRO is required to provide the Information under Item 3 of Form 25-101F1. The CRO is required by provincial and territorial securities legislation to deliver the Information to those regulators listed in Schedule 3 with whom the CRO has filed an application for designation.

The CRO confirms that each individual who has completed a Schedule 1:

(a) has been notified by the CRO

(i) of the CRO's delivery to the regulator of the Information in Schedule 1 pertaining to that individual,

(ii) that the Information is being collected indirectly by the regulator under the authority granted to it by provincial and territorial securities legislation or provincial legislation relating to documents held by public bodies and the protection of personal information,

(iii) that the Information is being collected and used for the purpose of enabling the regulator to administer and enforce provincial and territorial securities legislation, including those obligations that require or permit the regulator to refuse to designate a CRO if it appears to the regulator that it would be contrary to the public interest to do so, or to revoke a designation of a CRO if it appears to be in the public interest to do so, and

(iv) of the contact, business address and business telephone number of the regulator in the local jurisdiction as set out in the attached Schedule 3, who can answer questions about the regulator's indirect collection of the Information;

(b) has read and understands the Personal Information Collection Policy attached hereto as Schedule 2; and

(c) has, by signing the certificate and consent in Schedule 1, authorized the indirect collection, use and disclosure of the Information by the regulator as described in Schedule 2.

Date: _____________________________________

(Please print the name of the person signing on behalf of the CRO)

PERSONAL INFORMATION FORM

AND AUTHORIZATION OF INDIRECT COLLECTION,

USE AND DISCLOSURE OF PERSONAL INFORMATION

Schedule 1

Personal Information Form and Authorization of Indirect Collection,

Use and Disclosure of Personal Information

This Personal Information Form and Authorization of Indirect Collection, Use and Disclosure of Personal Information (the PIF) is to be completed by every individual who is required to do so under Item 3 of Form 25-101F1 .

The securities regulatory authorities do not make any of the information provided in this PIF public.

General Instructions:

All Questions	All questions must have a response. The response of "N/A" or "Not Applicable" for any questions, except Question 1B will not be accepted.
Questions 3 to 6	Please check (Check) in the appropriate space provided. If your answer to any of questions 3 to 6 is "YES", you must, in an attachment, provide complete details, including the circumstances, relevant dates, names of the parties involved and final disposition, if known. Any attachment must be initialled by the person completing this PIF. Responses must consider all time periods.

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CAUTION

An individual who makes a false statement commits an offence under securities legislation. Steps may be taken to verify the answers you have given in this PIF, including verification of information relating to any previous criminal record.

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DEFINITIONS

"Offence" An offence includes:

(a) a summary conviction or indictable offence under the Criminal Code (Canada);

(b) a quasi-criminal offence (for example under the Income Tax Act (Canada), the Immigration and Refugee Protection Act (Canada) or the tax, immigration, drugs, firearms, money laundering or securities legislation of any jurisdiction);

(c) a misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein; or

(d) an offence under the criminal legislation of any foreign jurisdiction;

NOTE: If you have received a pardon under the Criminal Records Act (Canada) and it has not been revoked, you must disclose the pardoned offence in this PIF. In such circumstances:

(a) the appropriate written response would be "Yes, pardon granted on (date)"; and

(b) you must provide complete details in an attachment to this Form.

"Proceedings" means:

(a) a civil or criminal proceeding or inquiry before a court;

(b) a proceeding before an arbitrator or umpire or a person or group of persons authorized by law to make an inquiry and take evidence under oath in the matter;

(c) a proceeding before a tribunal in the exercise of a statutory power of decision making where the tribunal is required by law to hold or afford the parties to the proceeding an opportunity for a hearing before making a decision; or

(d) a proceeding before a self-regulatory organization authorized by law to regulate the operations and the standards of practice and business conduct of its members and their representatives, in which the self-regulatory organization is required under its by-laws or rules to hold or afford the parties the opportunity for a hearing before making a decision, but does not apply to a proceeding in which one or more persons are required to make an investigation and to make a report, with or without recommendations, if the report is for the information or advice of the person to whom it is made and does not in any way bind or limit that person in any decision the person may have the power to make;

"securities regulatory authority" (or "SRA") means a body created by statute in any jurisdiction or in any foreign jurisdiction to administer securities law, regulation and policy (e.g. securities commission), but does not include an exchange or other self regulatory or professional organization;

"self regulatory or professional organization" means:

(a) a stock, commodities, futures or options exchange;

(b) an association of investment, securities, mutual fund, commodities, or future dealers;

(c) an association of investment counsel or portfolio managers;

(d) an association of other professionals (e.g. legal, accounting, engineering); and

(e) any other group, institution or self-regulatory entity, recognized by a securities regulatory authority, that is responsible for the enforcement of rules, disciplines or codes under any applicable legislation, or considered a self regulatory or professional organization in another country.

1. IDENTIFICATION OF INDIVIDUAL COMPLETING FORM

A.

B.

C.

D.

E.

F.

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RESIDENTIAL ADDRESS - Provide current residential address.

STREET ADDRESS, CITY, PROVINCE/STATE, COUNTRY & POSTAL/ZIP

CODE

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2. CITIZENSHIP

3. OFFENCES

4. BANKRUPTCY

5. PROCEEDINGS -- If you answer "YES" to any item in Question 5 you must provide complete details in an attachment.

6. CIVIL PROCEEDINGS -- If you answer "YES" to any item in this Question 6, you must provide complete details in an attachment.