Securities Law & Instruments


A variation order granted to exempt an issuerfrom ss. 77(2) and s. 78 of the Securities Act (Ontario) tofile with the Ontario Securities Commission the interim financialstatements and audited annual financial statements.

Statutes Cited

Securities Act, R.S.O. 1990, c .S.5, as am.s. 144, ss. 77(2), s. 78 and s. 80.



R.S.O. 1990, CHAPTER S.5,AS AMENDED (the "Act")






(Section 144 of the Act)

WHEREAS, on March 22, 2002, the OntarioSecurities Commission (the "Commission") made a decisionpursuant to Section 80b(iii) of the Act to exempt the Fund fromSection 77(2) and Section 78 of the Act to file interim andannual financial statements for the fiscal year ended December31, 2001 and all subsequent periods (the "Prior Decision");

AND WHEREAS the Prior Decision shallcease to be operative when Gerald R. Connor is not the soleinvestor of the Fund, or when Gerald R. Connor requests to receiveinterim and audited financial statements;

AND WHEREAS the Commission has receivedan application from the Fund for an order pursuant to Section144 of the Act to vary the Prior Decision to allow additionalinvestors;

AND WHEREAS the Fund has representedto the Commission that:

1. The Fund was organized under the laws ofOntario in 1998 as a mutual fund trust. Units of the Fundwere sold on a private placement basis. The Fund is a mutualfund in Ontario as defined in Section 1(1) of the Act, butnot a reporting issuer as defined in the Act.

2. During the 2000 fiscal year, all unitsof the Fund were redeemed, save and except for those unitsheld by one unitholder, Gerald R. Connor. On August 1, 2000,three individuals, Gerald R. Connor, John Poulter and St.Clair McEvenue became the Fund's Trustees, replacing The RoyalTrust Company.

3. Cumberland Asset Management Corp. ("Cumberland")is the manager of the investments of the Fund. Gerald R. Connoris the CEO and Chairman of Cumberland.

4. As a Trustee and as the CEO of Cumberland,the sole investor, Gerald R. Connor, of the Fund has intimateknowledge of the activities of the Fund.

5. Gerald R. Connor is the sole owner of TheConnor Corporation, a Canadian controlled private corporation,incorporated under the laws of Ontario.

6. Gerald R. Connor is one of the two Trusteesof The Gerald and Carla Connor Family Trust (the "FamilyTrust"), a Canadian trust whose beneficiaries are Mr.Connor's adult children, Gregory Connor, Trevor Connor, andGrant Connor. The second Trustee of the Family Trust is GeraldR. Connor's spouse, Carla Connor.

7. Gerald R. Connor is the President, soleDirector, and controlling shareholder of Riverview HoldingsCorp. ("Riverview Holdings"), a Canadian controlledprivate corporation, incorporated as an unlimited liabilitycorporation under the laws of Nova Scotia. Gerald R. Connor'sadult children are significant shareholders of the corporation.

8. For each of The Connor Corporation, theFamily Trust and Riverview Holdings, Gerald R. Connor hasdiscretionary investment management authorization and maycause each entity to purchase units of the Fund. Gerald R.Connor is responsible for the ultimate benefit of himself,in the case of The Connor Corporation, and of members of GeraldR. Connor's immediate family in the case of the Family Trustand Riverview Holdings.

IT IS HEREBY ORDERED by the Commissionpursuant to Section 144 of the Act that the sunset clause ofthe Prior Decision:

"THIS ORDER shall cease to be operativewhen

(i) Gerald R. Connor is not the sole investorof the Fund, or

(ii) Gerald R. Connor requests to receiveinterim and audited annual financial statements",

be replaced with the following:

"THIS ORDER is subject to the followingconditions:

(i) each of The Connor Corporation, theFamily Trust, Riverview Holdings and Gerald R. Connor himselfconsents not to require the interim and annual financialstatements of the Fund, and

(ii) the investors of the Fund are limitedto The Connor Corporation, the Family Trust, Riverview Holdingsand Gerald R. Connor."

January 21, 2003.

"Howard I. Wetston"                    "RobertW. Davis"