Berkshire Securities Inc. et al. - MRRS Decision

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications -- relief from certain requirements underMI 33-109 to file submissions on NRD in connection with an internalreorganization during the NRD transition period.

Ontario Rules

Multilateral Instrument 33-109 -- RegistrationInformation.

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

BRITISH COLUMBIA, ALBERTA,SASKATCHEWAN,

MANITOBA, ONTARIO, NEW BRUNSWICK,

PRINCE EDWARD ISLAND, NOVASCOTIA

AND NEWFOUNDLAND AND LABRADOR

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

MULTILATERAL INSTRUMENT 33-109

AND

IN THE MATTER OF

BERKSHIRE SECURITIES INC.,BERKSHIRE INVESTMENT GROUP INC.,

1556036 ONTARIO LIMITED AND1556035 ONTARIO LIMITED,

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof British Columbia, Alberta, Saskatchewan, Manitoba, Ontario,New Brunswick, Prince Edward Island, Nova Scotia and Newfoundlandand Labrador (the "Jurisdictions") has received anapplication from Berkshire Securities Inc. ("BSI"),Berkshire Investment Group Inc. ("BIG"), 1556036 OntarioLimited (to be renamed Berkshire Securities Inc. on or aboutMay 16, 2003) ("New BSI") and 1556035 Ontario Limited(to be renamed Berkshire Investment Group Inc. on or about May16, 2003)("New BIG")(BSI, New BSI, BIG and New BIGare collectively referred to as the "Applicants")for a decision pursuant to Part 7 of Multilateral Instrument33-109 Registration Information ("MI 33-109")exempting the Applicants from certain provisions of MI 33-109in respect of the reorganization of BSI and BIG (the "Reorganization").

AND WHEREAS pursuant to the Mutual RelianceReview System for Exemptive Relief Applications (the "System"),the Ontario Securities Commission (the "Commission")is the principal regulator for this application.

AND WHEREAS it has been represented bythe Applicants to the Decision Makers that:

1. BSI is currently an investment dealer inall provinces of Canada, a member of the Investment DealersAssociation of Canada ("IDA") and a member of theToronto Stock Exchange ("TSX").

2. BIG is currently a mutual fund dealer inall provinces of Canada and a member of the Mutual Fund DealersAssociation of Canada (the "MFDA").

3. New BSI and New BIG are corporations incorporatedunder the laws of Ontario with their head offices locatedin Burlington, Ontario.

4. The incorporation of New BSI and New BIGis part of the Reorganization of a number of affiliated entitiesincluding BSI and BIG whereby the majority of the assets ofboth companies are to be transferred to New BIG and New BSI,respectively.

5. The transactions described herein are internalrestructuring transactions and do not involve any third parties.New BIG and New BSI will carry on all of the active businessof BIG and BSI in an identical manner with the same officers,directors and individual representatives of BIG and BSI.

6. As part of the Reorganization, BSI andBIG will change their names, surrender their registrationsunder the securities legislation of the Jurisdictions andcease to carry on securities related registerable activities.

7. Given the sheer volume of business locations,officers, directors and employees of BSI and BIG, it wouldbe exceedingly difficult to transfer each individual to theNew BSI and New BIG as per the requirements set out in theMI 33-109.

AND WHEREAS, staff of the principal regulatorhas confirmed to the Decision Makers that, in connection withstaff's activities to address NRD transitional issues, staffhas been able in this instance to make alternative arrangementsto ensure that the information that would otherwise have beenrequired to be submitted on NRD for the Transaction in the absenceof this Decision will be captured on NRD;

AND WHEREAS pursuant to the System thisMRRS Decision Document evidences the decision of each DecisionMaker (collectively, the "Decision");

AND WHEREAS each of the Decision Makersis satisfied that the tests contained in MI 33-109 that providesthe Decision Maker with the jurisdiction to make the Decisionhas been met;

THE DECISION of the Decision Makers pursuantto MI 33-109 is that the following requirements of MI 33-109shall not apply to the Applicants in respect of the Reorganization:

(i) the requirement to submit a notice regardingthe termination of each employment, partner, or agency relationshipunder section 4.3 of MI 33-109;

(ii) the requirement to submit a notice regardingeach individual who ceases to be a non-registered individualunder section 5.2 of MI 33-109;

(iii) the requirement to submit a registrationapplication for each individual applying to become a registeredindividual under section 2.2 of MI 33-109;

(iv) the requirement to submit a Form 33-109F4for each non-registered individual under section 3.3 of MI33-109; and

(v) the requirement under section 3.1 of MI33-109 to notify the regulator of a change to the businesslocation information in Form 33-109F3.

May 16, 2003.

"Robert F. Kohl"