Securities Law & Instruments

Headnote

Section 147 of the Act - issuer is exempt fromthe payment of the fee otherwise payable under section 7.3 ofRule 45-501 in connection with a dual structure transactionwhere prospectus fees have already been paid.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am.,s. 147.

Regulations Cited

Regulation made under the Securities Act, R.R.O.1990, Reg. 1015, as am., subsection 18(2) of Schedule I.

Rules Cited

Ontario Securities Commission Rule 45-501 -Exempt Distributions, s. 7.3.

IN THE MATTER OF

THE SECURITIES ACT

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

AND

IN THE MATTER OF

HOLLISTER CAPITAL CORPORATIONAND

BOND TRUST

 

ORDER

(Section 147)

UPON the application (the "Application")of Hollister Capital Corporation (the "Trustee") tothe Ontario Securities Commission (the "Commission")for an order under section 147 of the Act exempting Bond Trust(the "Bond Trust") from the payment of fees otherwisepayable under section 7.3 of Commission Rule 45-501 - ExemptDistributions ("Rule 45-501") in connection withthe distribution of units of the Bond Trust;

AND UPON considering the Applicationand the recommendation of the staff of the Commission;

AND UPON the Trustee having representedto the Commission as follows:

1. The Trustee is a corporation incorporatedunder the laws of Ontario on June 6, 2002. The registeredoffice of the Trustee is located in Toronto, Ontario;

2. The Trustee acts as the manager and trusteeof Investment Grade Trust (the "Trust") and theBond Trust;

3. The Trust is an investment trust establishedunder the laws of the Province of Ontario under a declarationof trust made as of January 28, 2003;

4. The Trust is authorized to issue an unlimitednumber of redeemable, transferable units (the "TrustUnits"), each of which represents an equal undividedbeneficial interest in the net assets of the Trust;

5. On January 28, 2003, the Trust filed afinal prospectus (the "Trust Prospectus") relatingto the offering of Trust Units with all of the provincialsecurities regulatory authorities. A final receipt for thisprospectus was issued on June 29, 2003;

6. The Trust is a reporting issuer in eachof the provinces of Canada and is not in default of any requirementsof Canadian securities legislation;

7. The Trust will invest its assets in a portfolioof common shares of Canadian public companies (the "CommonShare Portfolio"). The Trust will enter into a forwardpurchase and sale agreement (the "Forward Agreement")with a major global financial institution (the "Counterparty")under which the Counterparty will agree to pay to the Truston or about December 31, 2012 (the "Termination Date")as the purchase price for the Common Share Portfolio an amountequal to 100% of the redemption proceeds of a correspondingnumber of units of the Bond Trust;

8. The Bond Trust is an investment trust establishedunder the laws of the Province of Ontario under a declarationof trust made as of January 28, 2003;

9. The Bond Trust filed a final non-offeringprospectus, dated January 29, 2003, with the Commission desvaleurs mobilières du Québec (the "CVMQ")to enable the Bond Trust to become a reporting issuer underthe Securities Act (Québec). A receipt for theBond Trust prospectus, dated January 31, 2003, was issuedby the CVMQ;

10. The Bond Trust is a reporting issuer inthe Province of Québec and is not in default of anyrequirements of the Québec Act or the Regulations tothe Québec Act;

11. The Bond Trust was established for thepurpose of acquiring two investment portfolios as follows:

(a) Capital Repayment Portfolio: a portfoliowhich will be structured to pay, at the Termination Date,$10.00 per Unit, and

(b) Distribution Portfolio: a portfoliowhich will be structured to pay approximately $0.25 perUnit semi-annually commencing June 30 through to the TerminationDate;

(the Capital Repayment Portfolio and the DistributionPortfolio, collectively, the "Bond Trust Portfolios").The return to holders of Trust Units and the Trust will bedependent upon the return in connection with the Bond Trustand the Bond Trust Portfolios by virtue of the Forward Agreement.

12. To provide the Bond Trust with the fundsto purchase the Bond Trust Portfolios, units of the Bond Trustwill be issued to the Counterparty or an affiliate of theCounterparty. The issuance of units of the Bond Trust to theCounterparty or an affiliate of the Counterparty will be madein reliance on the prospectus and registration exemptionsunder section 2.3 of the Rule.

13. Under section 18(1) of Schedule 1 of OntarioRegulation 1015 made under the Act, the Trust has paid feesto the Commission in connection with the filing of the TrustProspectus qualifying the distribution of the Trust Units.

14. Section 7.3 of the Rule requires the BondTrust to make payments to the Commission in respect of thedistribution of units of the Bond Trust to the Counterpartyor an affiliate of the Counterparty.

AND UPON the Commission being satisfiedthat to do so would not be prejudicial to the public interest;

IT IS HEREBY ORDERED, under section 147of the Act, that the Bond Trust is exempt from the requirementto pay the fees required under section 7.3 of Rule 45-501 inconnection with the distribution of units of the Bond Trustto the Counterparty or an affiliate of the Counterparty.

February 21, 2003.

"Robert W. Korthals"                    "RobertL. Shirriff"