Securities Law

The Filer, Goodman & Company, Investment Counsel Ltd., applied for exemptive relief from the self-dealing prohibitions in the Securities Act and Ontario Regulation 1015.

The relief sought would permit the Filer to conduct inter-fund trades between various public funds, pooled funds, and managed accounts under its management.

The Ontario Securities Commission, acting as principal regulator, granted the requested relief subject to several conditions.

These conditions require that the trades be consistent with the investment objectives of the funds, receive approval from the Independent Review Committee or client consent, and comply with specific pricing and transparency requirements, including executing exchange-traded securities at the last sale price.

The applicant, IGM Financial Inc., applied for exemptive relief under National Instrument 81-102 to approve two consecutive indirect changes of control of Saxon Fund Management Inc., the manager of the Saxon Funds.

The changes of control resulted from a public take-over bid by the applicant for the outstanding common shares of Saxon Financial Inc., followed by a transfer of those shares to Mackenzie Financial Corporation.

The Ontario Securities Commission granted the requested approval, finding that the changes of control would not have any adverse effect on the management and administration of the Saxon Funds.

The applicant, Clarke Inc., applied for exemptive relief from the requirements of MI 61-101 to hold a unitholder meeting and send an information circular in connection with a second-step business combination following its take-over bid for the target fund.

The applicant sought to rely on a provision in the target's declaration of trust allowing for written resolutions in lieu of a meeting.

The Ontario Securities Commission granted the relief, permitting minority approval to be obtained by written resolution.

The applicant sought exemptive relief from the inter-fund trading prohibition in section 4.2(1) of National Instrument 81-102 to permit mutual funds to engage in inter-fund trades of debt securities with pooled funds and closed-end funds.

The Ontario Securities Commission granted the exemption, subject to the condition that the independent review committees of the respective funds approve the transactions in accordance with National Instrument 81-107.

The Filer applied for exemptive relief from the requirements under MI 61-101 to hold a meeting of unitholders and send an information circular in connection with a proposed compulsory acquisition or subsequent acquisition transaction following a take-over bid for Sleep Country Canada Income Fund.

The Filer proposed to rely on a provision in the target's declaration of trust allowing for written resolutions in lieu of a meeting.

The Ontario Securities Commission granted the requested relief, provided that any required minority approval is obtained by written resolution.

The applicant sought approval for a change of control of a mutual fund manager pursuant to subsection 5.5(2) of National Instrument 81-102 Mutual Funds.

The principal regulator found that the proposed change of control would not affect the day-to-day operation and administration of the funds, and that the new directors and officers would have the requisite integrity and experience.

The exemptive relief was granted.

The applicant, Barrick Gold Corporation, applied for exemptive relief from the prospectus and dealer registration requirements for the issuance of its common shares upon the conversion of convertible debentures originally issued by the target company, Cadence Energy Inc. Following the applicant's take-over bid for the target, the debentures became convertible into the applicant's shares.

The Ontario Securities Commission granted the requested relief, subject to the condition that the first trade in the issued shares is a deemed distribution unless specific resale conditions are met.

The applicant, Mackenzie Financial Corporation, applied for exemptive relief on behalf of two mutual funds from certain requirements of National Instrument 81-106 Investment Fund Continuous Disclosure.

The funds sought to present disclosure in their interim and annual management reports of fund performance in a manner applicable to money market funds, despite investing in equity securities and using forward contracts to achieve tax-efficient returns similar to money market funds.

The Ontario Securities Commission granted the requested exemption, permitting the funds to provide disclosure applicable to money market funds and exempting them from including annual compound returns.

The Applicant, Global Copper Corp., applied for a decision under the securities legislation of Ontario and Alberta that it is no longer a reporting issuer.

The Ontario Securities Commission granted the requested relief, noting that the Applicant's outstanding securities are beneficially owned by fewer than 51 security holders in total in Canada and are not traded on a marketplace.

The filer, Leith Wheeler Investment Counsel Ltd., applied for exemptive relief from the self-dealing provisions of the Securities Act to permit inter-fund trades between its mutual funds, pooled funds, and managed accounts.

The Ontario Securities Commission granted the requested relief, subject to conditions including that the trades comply with the pricing and transparency requirements of National Instrument 81-107 and receive approval from the Independent Review Committee or client consent.

The applicant, Return on Innovation Management Ltd., applied on behalf of the ROI Global Supercycle Fund for exemptive relief from certain provisions of National Instrument 81-102 Mutual Funds.

The requested relief would permit the Fund to engage in short selling of securities up to 20% of its net assets and to deposit a portion of its assets with an entity other than its custodian as security for short sales.

The Ontario Securities Commission granted the exemption, subject to several conditions including limits on the aggregate market value of securities sold short, cash cover requirements, and disclosure obligations.

The Applicant applied for a decision under the securities legislation of Ontario and Alberta that it is no longer a reporting issuer.

The Applicant represented that its outstanding securities are beneficially owned by fewer than 15 security holders in each jurisdiction and fewer than 51 in total in Canada, and its securities are not traded on a marketplace.

The Ontario Securities Commission granted the application, ordering that the Applicant is not a reporting issuer.

The Applicant, Nova Growth Corp., applied to the Ontario Securities Commission and the Alberta Securities Commission for a decision that it is no longer a reporting issuer.

The Applicant represented that its outstanding securities are beneficially owned by fewer than 15 security holders in each jurisdiction and fewer than 51 in total in Canada, and its securities are not traded on a marketplace.

The Commission granted the requested relief, ordering that the Applicant is not a reporting issuer.

The Filer, a mutual fund, applied for an exemption from section 2.4(2) of National Instrument 81-102 to allow an additional 90 days to reduce the percentage of its net assets made up of illiquid assets to 15% or less.

The illiquid assets exceeded the limit due to an increase in the mark-to-market valuation of a private oil and gas company.

The Ontario Securities Commission granted the exemption, permitting the Filer until November 18, 2008, to comply with the restriction.

The applicant applied to the securities regulatory authorities in multiple jurisdictions for a decision that it is no longer a reporting issuer.

The applicant represented that its outstanding securities are beneficially owned by fewer than 15 security holders in each jurisdiction and fewer than 51 in total in Canada, its securities are not traded on a marketplace, and it is not in default of its obligations.

The Ontario Securities Commission granted the requested relief, ordering that the applicant is not a reporting issuer.

The Toronto-Dominion Bank and TD Capital Trust III applied for exemptive relief from certain short form prospectus distribution requirements under National Instrument 44-101.

The Trust was established to issue capital trust securities to raise capital for the Bank.

The applicants sought exemptions from eligibility requirements, certain disclosure requirements, and the 10-day notice requirement, arguing that disclosure regarding the Bank is more relevant to investors.

The Ontario Securities Commission granted the requested relief, subject to conditions including that the Bank remains the beneficial owner of the Special Trust Securities and the Trust complies with reporting issuer requirements.

The applicant, Mulvihill Fund Services Inc., applied for approval of a change of manager of several mutual funds to Ridgewood Capital Asset Management Inc. under section 5.5(1)(a) of National Instrument 81-102.

The Ontario Securities Commission granted the exemptive relief, finding that the change of manager would not result in material changes to the management and administration of the funds, unitholders received adequate disclosure, and the change was not detrimental to unitholders or the public interest.

The applicant sought exemptive relief from the multi-layering restriction in paragraph 2.5(2)(b) of National Instrument 81-102.

The relief would permit the Symmetry Top Funds to invest in the Symmetry Managed Return Pool, which in turn enters into forward contracts linked to the performance of another fund.

The principal regulator granted the exemption, finding that the resulting three-tier fund structure was not overly complex and that adequate transparency and accountability for portfolio management would be maintained.

The applicant, a mutual fund manager, sought exemptive relief to abridge the 60-day notice period required under National Instrument 81-102 for an indirect change of control.

The change of control resulted from a takeover bid for the applicant's parent company.

The Ontario Securities Commission granted the relief, allowing a 40-day notice period, on the condition that no changes be made to the management, administration, or portfolio management of the mutual funds for at least 60 days following the notice date.

Nortel Networks Limited applied for an exemption from the dealer registration and prospectus requirements under the Securities Act for trades in units of proprietary pooled mutual funds made to members of its defined contribution pension and savings plans.

The Ontario Securities Commission granted the exemption, subject to conditions, allowing the funds to operate similarly to Capital Accumulation Plans despite some plans not technically qualifying as such and the fund-of-fund structure not fully complying with National Instrument 81-102.