Vicwest Corporation - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- issuer deemed to have ceased to be a reporting issuer.

Applicable Legislative Provisions

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

February 15, 2006

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO, ALBERTA , SASKATCHEWAN, QUEBEC,

NOVA SCOTIA, NEWFOUNDLAND AND LABRADOR

AND NEW BRUNSWICK (the Jurisdictions)

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

VICWEST CORPORATION (the Filer)

MRRS DECISION DOCUMENT

WHEREAS the Filer has applied to the local securities regulatory authority or regulator (the Decision Makers) in each of the Jurisdictions for a decision under the securities legislation (the Legislation) of the Jurisdictions to be deemed to have ceased to be a reporting issuer in the Jurisdictions;

AND WHEREAS under the Mutual Reliance Review System for Exemptive Relief Applications (the MRRS), the Ontario Securities Commission is the principal regulator for this Application;

AND WHEREAS the Filer has represented to the Decision Makers as follows:

(a) the outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by less than 15 security holders in each of the Jurisdictions and less than 51 security holders in total in Canada;

(b) no securities of the Filer are traded on a marketplace as defined in National Instrument 21-101 - Marketplace Operation;

(c) the Filer is applying for relief to cease to be a reporting issuer in all of the jurisdictions in Canada in which it is currently a reporting issuer (other than in the Province of British Columbia, where the Filer has voluntarily surrendered its reporting issuer status under British Columbia Instrument 11-502 - Voluntary Surrender of Reporting Issuer Status);

(d) pursuant to a plan of arrangement (the Arrangement) effective July 1, 2005, Vicwest Income Fund (the Fund) acquired all of the outstanding shares of the Filer;

(e) as a result of the Arrangement, the Fund is now the sole shareholder of the Filer. The Filer does not intend to re-offer its securities to the public, and

(f) the Filer is not in default of any of its obligations under the Legislation as a reporting issuer, other than the requirement to file its interim financial statements, management's discussion and analysis and officers' certificates for the period ended September 30, 2005.

AND WHEREAS under MRRS, this MRRS Decision Document evidences the decision of each Decision Maker (collectively, the Decision);

AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the Decision has been met;

THE DECISION of the Decision Makers under the Legislation is that the Filer is deemed to have ceased to be a reporting issuer or the equivalent thereof under the Legislation.