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

CANADIANSPLITSHARE 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 Canadian Splitshare Corporation ("CSC")for a decision pursuant to the securities legislation of the Jurisdictions(the "Legislation") that CSC be deemed to haveceased to be a reporting issuer or the equivalent thereof underthe Legislation;

ANDWHEREAS pursuant to the Mutual Reliance Review Systemfor Exemptive Relief Applications (the "System"),the Ontario Securities Commission ("OSC") isthe principal regulator for this application;

ANDWHEREAS the Issuer has represented to the Decision Makersthat:

1.CSC was incorporated under the laws of the Province of Ontarioon August 18, 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 CSC is located in Toronto, Ontario.

3.The authorized capital of CSC consists of an unlimited numberof common shares ("CSC Shares") of which, asof the date hereof, 1,000 CSC Shares are issued and outstandingas fully paid and non-assessable. All of the CSC 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.CSC was a special purpose company incorporated for the sole purposeof making offers to the public to exchange units consisting oftransferable fixed term warrants ("Special Equity Claim securities"or "SPECs") and transferable custodial receipts("Payment Enhanced Capital securities" or "PEACs")for an equal number of shares (the "Underlying Shares")of various issuers by means of prospectuses prepared and filedin accordance with the Legislation.

5.CSC became a reporting issuer under the Legislation as of November20, 1992 as a result of the filing of four prospectuses with respectto the distribution of PEACs and SPECs derived from the UnderlyingShares of four issuers.

6.Essentially, the PEACs and SPECs issued by CSC 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 CSC expired on January 2, 2001. All of the PEACs andSPECs issued by CSC are no longer outstanding and CSC will notbe making any further issuances of PEACs and SPECs.

7.The CSC Shares were formerly lodged in escrow with Montreal TrustCompany of Canada pursuant to an Amended and Restated Escrow Agreementdated as of March 1, 1993, among RBC Dominion Securities Inc.,Montreal Trust Company of Canada and CSC (the "RestatedEscrow Agreement"). The Restated Escrow Agreementwas subsequently amended to permit SDPC to become a party to theescrow arrangement on the same terms and conditions. The CSC Shareshave been automatically released from escrow.

8.On October 30, 1995, an Order (the "Order") wasgranted by the OSC granting CSC exemptive relief from a numberof provisions of the Securities Act (Ontario) (the "Act")including, pursuant to subclause 80(b)(iii), that CSC 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 CSC Shares, and no PEACs andSPECs are outstanding.

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

11.Other than the CSC Shares, CSC has no securities, including debtsecurities, outstanding.

12.CSC 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 CSC is deemed to have ceased to be a reporting issueror the equivalent thereof under the Legislation.

February27, 2002.

"JohnHughes"