OSC 2009

The filers, Newgrowth Corp. and Scotia Capital Inc., applied for an exemption from the Principal Trading Prohibitions under securities legislation.

The exemption would allow Scotia Capital to engage in principal trades of portfolio shares in connection with the public offering of Class B Preferred Shares, Series 2 of Newgrowth Corp. The Ontario Securities Commission, acting as principal regulator, granted the requested exemptive relief.

The Toronto-Dominion Bank and TD Capital Trust IV applied for exemptive relief from continuous disclosure and certification obligations under National Instrument 51-102 and National Instrument 52-109 for the Trust.

The Trust was established to raise capital for the Bank by issuing subordinated notes.

The principal regulator granted the requested relief, subject to conditions, including that the Bank remains a reporting issuer, files its own continuous disclosure documents under the Trust's SEDAR profile, and the Trust does not carry on any operating activity other than in connection with the offerings.

The applicant applied for exemptive relief on behalf of several mutual funds from the prohibition in subsection 2.5(2) of National Instrument 81-102.

The relief sought was to permit the funds to invest in securities of a foreign ETF as if they were index participation units, despite the ETF not being traded on a stock exchange in Canada or the United States.

The Ontario Securities Commission granted the exemption, subject to conditions including that the ETF qualifies as a UCITS and its securities are listed on the London Stock Exchange.

The Filer applied for exemptive relief from National Instrument 81-102 to permit the Dynamic Strategic Gold Class mutual fund to invest up to 100% of its net assets in gold and up to 5% of its net assets in each of silver, platinum, and palladium.

The Ontario Securities Commission granted the exemption, subject to conditions requiring specific prospectus disclosure regarding the unique risks associated with investments in precious metals, including transaction costs, commodity price volatility, and international monetary factors.

The Filer, Gold Participation and Income Fund, applied to the Ontario Securities Commission for exemptive relief from the requirement under section 14.2(3)(b) of National Instrument 81-106 to calculate its net asset value daily.

The Filer sought to calculate its net asset value on a weekly basis instead.

The Commission granted the requested relief, provided that the net asset value calculation is available to the public upon request, the public has access to a website for this purpose, the units remain listed on the TSX, and the Filer calculates its net asset value at least weekly.

The Applicant applied for a decision under the securities legislation of Alberta, Ontario, and Nova Scotia that it is not a reporting issuer.

The Decision Makers were satisfied that the Applicant met the test, as its outstanding securities are beneficially owned by fewer than 51 security holders in Canada and are not traded on a marketplace.

The order was granted, declaring the Applicant is not a reporting issuer.

The Applicant applied for a decision under the securities legislation of Alberta, Manitoba, and Ontario that it is not a reporting issuer.

The Decision Makers were satisfied that the Applicant met the test, as its outstanding securities were beneficially owned by fewer than 15 security holders in each jurisdiction and fewer than 51 in total in Canada, and its securities were not traded on a marketplace.

The application was granted.

The Applicant, Silver Eagle Mines Inc., applied for a decision under the securities legislation of multiple jurisdictions that it is no longer a reporting issuer.

The Decision Makers were satisfied that the Applicant met the necessary criteria, including having fewer than 51 security holders in Canada and no securities traded on a marketplace.

The application was granted, and the Applicant was ordered to no longer be a reporting issuer.

The Applicant, Western Goldfields Inc., applied to the Ontario Securities Commission and other 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 51 security holders in Canada, its securities are not traded on a marketplace, and it is not in default of its obligations.

The Commission was satisfied that the statutory test was met and ordered that the Applicant is not a reporting issuer.

The applicants, a subsidiary reporting issuer and its parent fund, applied for exemptive relief from continuous disclosure, certification, audit committee, corporate governance, and insider reporting requirements.

The subsidiary had exchangeable shares and convertible debentures outstanding that did not strictly meet the definitions of 'designated exchangeable securities' or 'designated credit support securities' under National Instrument 51-102.

The Ontario Securities Commission granted the requested relief, subject to conditions substantially similar to those in sections 13.3 and 13.4 of NI 51-102, noting that compliance by the subsidiary would provide limited value to investors since its economic value is tied to the parent fund.

The Filer applied for exemptive relief under section 147 of the Securities Act to extend the lapse date of the mutual fund prospectus for several funds until August 17, 2009.

The extension was requested to permit the continued distribution of securities pending the merger of the funds, after which they would be wound up.

The Ontario Securities Commission granted the exemption, finding that the extension would not affect the currency or accuracy of the prospectus information and would not be prejudicial to the public interest.

The Filers applied for approval of a change of manager and a change of control of the manager for several mutual funds, following the acquisition of the managers by First Asset Capital Corp. They also sought an exemption from the requirement to provide notice of the change of control to securityholders.

The Ontario Securities Commission granted the requested approvals and exemptive relief, finding that the acquisition would not materially affect the operation and administration of the funds.

The applicant sought an exemption from sections 2.3(e), (f), and (h) of National Instrument 81-102 to permit the Dynamic Strategic Gold Class fund to invest up to 100% of its net assets in gold and up to 5% of its net assets in each of silver, platinum, and palladium.

The Ontario Securities Commission granted the requested relief, subject to conditions requiring specific prospectus disclosure regarding the unique risks associated with investments in precious metals, including transaction costs, price volatility, and the impact of international monetary and political factors.

The Applicant applied to the Ontario Securities Commission and other 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 decision was granted.

The applicants sought exemptive relief from various provisions of National Instrument 81-101 and National Instrument 81-102.

The relief was requested to permit the top fund to qualify its units for distribution by long form prospectus, to permit its investment in a bottom fund through a forward contract, to permit it to initially bear the expenses of the offering, to process redemptions at a weekly net asset value, and to relieve it from certain compliance reporting.

The Ontario Securities Commission granted the requested relief, subject to conditions including that the top fund files a long form prospectus and that the expenses of the offering borne by the top fund do not exceed 1.5%.

The Applicant, IDT Canada Inc., applied to the Ontario Securities Commission and other provincial regulators for an order declaring that it is no longer a reporting issuer.

The Decision Maker found that the Applicant met the necessary criteria, including having fewer than 51 security holders in Canada and no securities traded on a marketplace.

The application was granted, and the Applicant was ordered to no longer be a reporting issuer.

The Applicant applied for a decision under the securities legislation of multiple jurisdictions that it is not 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 Decision Makers were satisfied that the test contained in the legislation was met and ordered that the Applicant is not a reporting issuer.

Invesco Trimark Ltd. applied for exemptive relief under National Instrument 81-102 to merge several mutual funds.

The proposed mergers did not meet the pre-approval criteria because of differences in investment objectives, fee structures, and tax implications.

The Ontario Securities Commission granted the requested relief, approving the mergers on the condition that securityholders receive adequate disclosure and approve the transactions at special meetings.

NewGrowth Corp. applied for exemptive relief from certain provisions of National Instrument 81-102 relating to the calculation of redemption prices, the timing of redemption payments, the filing of compliance reports, and the setting of record dates for distributions.

The relief was sought in connection with a share capital reorganization and the issuance of Class B Preferred Shares, Series 2.

The Ontario Securities Commission granted the requested exemptions, permitting the fund to calculate and pay retraction prices as described in its prospectus, relieving it from filing prescribed compliance reports, and allowing it to set record dates in accordance with TSX requirements.

TD Asset Management Inc. applied for exemptive relief from various trading, related issuer, and related securityholder prohibitions under the Securities Act.

The requested relief would permit interfund trading, principal trading of debt securities, and in specie transactions among its mutual funds, pooled funds, and managed accounts, as well as investments in related issuers by its pooled funds.

The Ontario Securities Commission granted the requested exemptions, subject to extensive conditions including independent review committee approval, pricing requirements, and record-keeping obligations.