Global 45 Split Corp. - s. 158(1.1) of the OBCA

Headnote

Order pursuant to subsection 158(1.1) of the Business Corporations Act(Ontario) that an offering corporation is authorized to dispense with its audit committee - Issuer is an investment fund - Issuer exempt from audit committee requirements of Multilateral Instrument 52-110 Audit Committees- Relief conditional upon issuer continuing to satisfy the criteria for relief from audit committee requirements of MI 52-110 or a successor instrument.

Ontario Legislative Provisions Cited

Business Corporations Act, R.S.O. 1990, c. B.16, s. 158(1.1).

Multilateral Instrument 52-110 Audit Committees.

April 29, 2008

IN THE MATTER OF

THE BUSINESS CORPORATIONS ACT,

R.S.O.1990, CHAPTER B. 16, AS AMENDED

(the "OBCA")

AND

IN THE MATTER OF

GLOBAL 45 SPLIT CORP.

ORDER

(Subsection 158(1.1) of the OBCA)

UPON the application of Global Split 45 Corp. (the "Applicant") to the Ontario Securities Commission (the "Commission") for an order pursuant to subsection 158(1.1) of the OBCA for a determination that the Applicant be authorized to dispense with an audit committee;

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

AND UPON the Applicant having represented to the Commission that:

1. The Applicant is a mutual fund corporation incorporated under the OBCA on March 29, 2004.

2. The Applicant is an investment fund under applicable securities legislation.

3. The Applicant is authorized to issue an unlimited number of Preferred Shares, Class A Shares and Class B Shares. A trust established for the benefit of the holders from time to time of the Preferred Shares and the Class A Shares owns all of the issued and outstanding Class B Shares.

4. On May 31, 2004, pursuant to a prospectus dated May 18, 2004 (the "Prospectus"), the Applicant issued 1,700,000 Preferred Shares and 1,700,000 Class A Shares. The Applicant is a reporting issuer in each of the provinces of Canada.

5. On June 22, 2004, the Applicant issued an additional 100,000 Preferred Shares and 100,000 Class A Shares under the Prospectus.

6. The Class A Shares are listed on the Toronto Stock Exchange ("TSX") under the symbol GFV and the Preferred Shares are listed on the TSX under the symbol GFV.PR.A.

7. Pursuant to a rights offering that expired on December 7, 2007, the Applicant issued 143,022 units (each unit consisting of one Class A Share and one Preferred Share).

8. As of March 15, 2008, 1,354,582 Class A Shares and 1,354,582 Preferred Shares were issued and outstanding.

9. Multilateral Instrument 52-110 Audit Committees does not apply to reporting issuers that are investment funds.

10. The Applicant is subject to the investment fund specific continuous disclosure and conflict of interest rules found in National Instrument 81-106 Investment Fund Continuous Disclosure and National Instrument 81-107 Independent Review Committee for Investment Funds.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the Applicant's shareholders,

IT IS ORDERED, pursuant to subsection 158(1.1) of the OBCA, that the Applicant is authorized to dispense with an audit committee so long as the Applicant remains an investment fund under applicable securities legislation.