Securities Law & Instruments

Headnote

MutualReliance Review System for Exemptive Relief Applications - Issuerhas only one security holder - issuer deemed to have ceased tobe a reporting issuer.

ApplicableOntario Statutory Provisions

SecuritiesAct, R.S.O. 1990, c.S.5, as am. s. 83.

INTHE MATTER OF

THESECURITIES LEGISLATION OF

ONTARIO,ALBERTA, SASKATCHEWAN, QUEBEC,

NOVASCOTIA AND NEWFOUNDLAND AND LABRADOR


AND


INTHE MATTER OF

THEMUTUAL RELIANCE REVIEW SYSTEM

FOREXEMPTIVE RELIEF APPLICATIONS


AND


INTHE MATTER OF

RYSPLITSHARE CORPORATION

MRRSDECISION DOCUMENT

WHEREASthe local securities regulatory authorities or regulators (the"Decision Makers") in each of Ontario, Alberta,Saskatchewan, Quebec, Nova Scotia and Newfoundland and Labrador(the "Jurisdictions") has received an applicationon behalf of RY Splitshare Corporation ("RYSC")for a decision pursuant to the securities legislation of the Jurisdictions(the "Legislation") that RYSC be deemed to haveceased to be a reporting issuer or the equivalent thereof underthe Legislation;

ANDWHEREAS under the Mutual Reliance Review System for ExemptiveRelief Applications (the "System"), the OntarioSecurities Commission ("OSC") is the principalregulator for this application;

ANDWHEREAS RYSC has represented to the Decision Makers that:

1.RYSC was incorporated under the laws of the Province of Ontarioon November 17, 1992, is a reporting issuer in each of the Jurisdictions,and is not in default of any of the requirements of the Legislation.

2.The head office of RYSC is located in Toronto, Ontario.

3.The authorized capital of RYSC consists of an unlimited numberof common shares ("RYSC Shares") of which, asof the date hereof, 1,000 RYSC Shares are issued and outstandingas fully paid and non-assessable. All of the RYSC Shares are ownedby Structured Derivative Products Corporation ("SDPC"),a private company incorporated under the Business CorporationsAct (Ontario). SDPC is not a reporting issuer under the Legislation.The registered office of SDPC is located in Toronto, Ontario.

4.RYSC was incorporated for the sole purpose of making offers tothe public to exchange units consisting of transferable fixedterm warrants ("Special Equity Claim securities" or "SPECs")and transferable custodial receipts ("Payment Enhanced Capitalsecurities" or "PEACs") for an equal number ofshares (the "Underlying Shares") of an issuerby means of a prospectus prepared and filed in accordance withthe Legislation.

5.RYSC became a reporting issuer under the Legislation as of April19, 1993 upon the issuance by the Commission of a receipt forPEACs and SPECs issued by RYSC in respect of Underlying Sharesof Royal Bank.

6.Essentially, the PEACs and SPECs issued by RYSC had a 5 year termand operated so that at the end of the term one of the PEAC orSPEC would be cancelled in exchange for the Underlying Share andthe other would expire worthless. The last of the PEACs and SPECsissued by RYSC expired on April 30, 1998. All of the PEACs andSPECs issued by RYSC are no longer outstanding and RYSC will notbe making any further issuances of PEACs and SPECs.

7.The RYSC Shares were formerly lodged in escrow with Montreal TrustCompany of Canada pursuant to an Escrow Agreement dated as ofApril 15, 1993, among RBC Dominion Securities Inc. and 59942 OntarioInc. and Montreal Trust Company of Canada and RYSC (the "EscrowAgreement"). The Escrow Agreement was subsequently amendedto permit SDPC to become a party to the escrow arrangement onthe same terms and conditions. The RYSC Shares have been automaticallyreleased from escrow.

8.On October 30, 1995, an Order (the "Order") wasgranted by the OSC granting RYSC exemptive relief from a numberof provisions of the Securities Act (Ontario) (the "Act")including, pursuant to subclause 80(b)(iii), that RYSC is exemptfrom the filing requirements, to the extent applicable, of section77, 78 and 79 of the Act and the related Regulation.

9.SDPC is the sole shareholder of the RYSC Shares, and no PEACsand SPECs are outstanding.

10.There are no securities of RYSC listed or quoted on any exchangeor market.

11.Other than the RYSC Shares, RYSC has no securities, includingdebt securities, outstanding.

12.RYSC does not intend to seek public financing by way of an offeringof its securities.

ANDWHEREAS under the System, this MRRS Decision Documentevidences the decision of each Decision Maker (collectively, the"Decision");

ANDWHEREAS each of the Decision Makers is satisfied thatthe test contained in the Legislation that provides the DecisionMaker with the jurisdiction to make the Decision has been met;

THEDECISION OF THE DECISION MAKERS UNDER THE LEGISLATIONis that RYSC is deemed to have ceased to be a reporting issueror the equivalent thereof under the Legislation.

February27, 2002.

"JohnHughes"