Securities Law & Instruments

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - as a result of a redemption of its securities,issuer has only one security holder - issuer deemed to haveceased to be a reporting issuer.

Subsection 1(6) of the OBCA - issuer deemedto have ceased to be offering its securities to the public underthe Business Corporations Act (Ontario).

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c.S.5, as am.,s.83.
Business Corporations Act, R.S.O. 1990, c.B.16, as am., s.1(6).

IN THE MATTER OF
THE SECURITIES LEGISLATION
OF ONTARIO, ALBERTA,
NEWFOUNDLAND AND LABRADOR,
NOVA SCOTIA, QUEBEC AND SASKATCHEWAN

AND

IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF
LEED NT CORP.

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof Ontario, Alberta, Newfoundland and Labrador, Nova Scotia,Quebec and Saskatchewan (the "Jurisdictions") hasreceived an application from LEED NT Corp. ("LEED")for:

(i) a decision under the securities legislationof the Jurisdictions (the "Legislation") that LEEDbe deemed to have ceased to be a reporting issuer under theLegislation; and

(ii) in Ontario only, an order pursuant to theBusiness Corporations Act (Ontario) (the "OBCA") thatLEED be deemed to have ceased to offering its securities tothe public;

AND WHEREAS under the Mutual RelianceReview System for Exemptive Relief Applications (the "System"),the Ontario Securities Commission is the principal regulatorfor this application;

AND WHEREAS LEED has represented to theDecision Makers that:
1. LEED was incorporated under the laws of the Province of Ontarioon July 19, 1996.

2. The head office of LEED is located at 1 FirstCanadian Place, 4th Floor, Toronto, Ontario M5X 1H3.

3. Other than the failure to file its annualfinancial statements for the fiscal period ended September 30,2001 and its interim financial statements for the period endedDecember 31, 2001, to the best of our knowledge, LEED is notin default of any of the requirements of the Legislation.

4. LEED does not currently intend on seekingpublic financing in Canada.

5. LEED is a mutual fund corporation whose investmentportfolio consisted of common shares of Canadian Imperial Bankof Commerce, The Bank of Nova Scotia, The Toronto-Dominion Bank,Enbridge Inc. and TransCanada PipeLines Limited (the "PortfolioShares") for the purpose of enabling investors in its capitalshares (the "Capital Shares") and equity dividendshares (the "Equity Dividend Shares") to satisfy separatelythe investment objectives of capital appreciation or dividendincome with respect to the Portfolio Shares held by LEED.

6. The Articles of LEED were amended on August27, 1996 to create the Capital Shares and Equity Dividend Shares.LEED invested the net proceeds from the issue of Capital Sharesand Equity Dividend Shares in Portfolio Shares. The CapitalShares and the Equity Dividend Shares were listed on The TorontoStock Exchange ("TSE") under the stock symbol XLN.

7. On September 7, 2001, all of LEED's outstandingCapital Shares and Equity Dividend Shares were redeemed.

8. LEED's Capital Shares and Equity DividendShares were delisted from the TSE on September 7, 2001 and nosecurities, including debt securities, of LEED are listed orquoted on any exchange or market.

9. LEED's issued and outstanding securitiescurrently consist of 1,000 class A shares and 1,000 class Bshares.

10. As a result of the redemption, all of theissued and outstanding securities of LEED are beneficially ownedby 1066918 Ontario Inc.

11. Other than the class A shares and the classB shares, LEED has no securities, including debt securities,outstanding.

AND WHEREAS under the System, this MRRSDecision Document evidences the decision of each Decision Maker(collectively, the "Decision Makers");

AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Maker with the jurisdiction to make theDecision has been met;

THE DECISION of the Decision Makers underthe Legislation is that LEED is deemed to have ceased to bea reporting issuer under the Legislation.

April 30, 2002.

"John Hughes"

 

AND IT IS HEREBY ORDERED by the OntarioSecurities Commission pursuant to subsection 1(6) of the OBCA,that LEED is deemed to have ceased to be offering its securitiesto the public for the purposes of the OBCA

April 30, 2002.

"Howard I. Wetston"      "Mary Theresa McLeod"