XTM eXchange Split Corp. (Re), 2008 CanLII 30316

June 5, 2008

In the Matter of the Securities Legislation of Ontario (the Jurisdiction)

and

In the Matter of the Process for Exemptive Relief Applications in Multiple Jurisdictions

and

In the Matter of XTM eXchange Split Corp. (the Filer)

DECISION

Background

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

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

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

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

Interpretation

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

Representations

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

At the time of this decision, the Filer is not in default of securities legislation in any of the jurisdictions of Canada.

The Filer

1. The Filer is a mutual fund corporation established under the laws of the Province of Ontario on April 29, 2008 and was created to provide exposure to the common shares of TMX Group Inc. (TMX), which is the company that resulted from the combination effective May 1, 2008 of TSX Group Inc. and Montréal Exchange Inc., through two classes of securities. The Filer’s manager is Quadravest Inc. (the Manager), and its portfolio adviser is Quadravest Capital Management Inc. (the Investment Manager). The Manager’s head office is located in Toronto, Ontario.

The Offering

2. The Filer will make an offering (the Offering) to the public, on a best efforts basis, of priority equity shares (Priority Equity Shares) at a price of $10.00 per Priority Equity Share and class A shares (Class A Shares) at a price of $10.00 per Class A Share, in each of the provinces of Canada. The Priority Equity Shares and the Class A Shares are offered separately, but will be issued only on the basis that there will be an equal number of Priority Equity Shares and Class A Shares (together, a Unit) issued.

3. A preliminary prospectus for the Filer dated April 30, 2008 (the Preliminary Prospectus) has been filed with the securities regulatory authority in each of the Provinces of Canada under SEDAR Project No. 1259638.

4. The Priority Equity Shares and Class A Shares are expected to be listed and posted for trading on the Toronto Stock Exchange (the TSX). An application for conditional listing approval has been made by the Filer to the TSX.

5. The Filer’s investment objective is to seek capital appreciation by investing the net proceeds of the Offering directly or through XTM eXchange Holding Partnership in the common shares of TMX.

The Priority Equity Shares and Class A Shares

6. Priority Equity Shares and Class A Shares may be surrendered at any time for retraction and will be retracted on a monthly basis on the last business day of each month (each such day a Retraction Date) provided that such Priority Equity Shares and Class A Shares are surrendered for retraction not less than 20 business days prior to the Retraction Date. Payment for any Priority Equity Shares or Class A Shares so retracted will be made within 15 days of the applicable Retraction Date (Retraction Payment Date). If a holder of Priority Equity Shares or Class A Shares makes such surrender after 5:00 p.m. (Eastern Standard Time) on the 20^th business day immediately preceding a Retraction Date, the Priority Equity Shares and Class A Shares will be retracted on the Retraction Date in the following month and the holder will receive payment for the retracted shares as of the Retraction Payment Date in respect of the Retraction Date in the following month.

7. Commencing in 2009, shareholders who concurrently retract a Priority Equity Share and a Class A Share on the Retraction Date in the month of July in each year will be entitled to receive an amount equal to the net asset value per Unit calculated as of that date.

8. Holders of Priority Equity Shares whose shares are surrendered for retraction will be entitled to receive a price per share equal to the lesser of (i) $10.00; and (ii) 96% of the net asset value per Unit determined as of the Retraction Date less the cost to the Filer of the purchase of a Class A Share in the market for cancellation. Holders of Class A Shares whose shares are surrendered for retraction will be entitled to receive a retraction price per share equal to 96% of the net asset value per Unit determined as of the Retraction Date less the cost to the Filer of the purchase of a Priority Equity Share in the market for cancellation.

Calculation of Net Asset Value

9. Under Section 14.2(3)(b) of NI 81-106, an investment fund that is a reporting issuer is generally required to calculate the net asset value per security of the fund on at least a weekly basis. Furthermore, an investment fund that uses or holds specified derivatives, such as the Filer intends to do, must calculate its net asset value per security on a daily basis.

10. The Filer will calculate its net asset value as of each Retraction Date and as of the fifteenth day of each month or if the fifteenth day of each month is not a business day, then the immediately preceding business day (each, a Valuation Date) by subtracting the aggregate amount of the Filer’s liabilities from its total assets.

11. The net asset value per Unit is the amount obtained by dividing the net asset value of the Filer as of a particular Valuation Date by the total number of Units outstanding on that date.

12. The Preliminary Prospectus discloses, and the final prospectus will disclose, that the basic net asset value per Unit will be made available to shareholders by the Filer on the Filer’s website at www.XTMeXchange.com and will be available to shareholders upon request.

13. Holders of Priority Equity Shares and Class A Shares will have the opportunity to trade their shares on the TSX and as such do not have to rely on the redemption features to provide liquidity for their shares.

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 for so long as:

(a) the Priority Equity Shares and Class A Shares are listed on the TSX; and

(b) the Filer calculates its net asset value per Unit as of each Retraction Date and as of the fifteenth day of each month or if the fifteenth day of each month is not a business day, then the immediately preceding business day.

“Rhonda Goldberg”

Rhonda Goldberg

Manager, Investment Funds

ONTARIO SECURITIES COMMISSION