Securities Law & Instruments

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - following a mandatory redemption of itsdeferred preferred units, issuer has two beneficial securityholders - issuer deemed to have ceased to be a reporting issuer.

Applicable Ontario Statutory Provisions

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

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

ALBERTA, SASKATCHEWAN, ONTARIO,QUÉBEC,

NOVA SCOTIA AND NEWFOUNDLANDAND LABRADOR

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

CRS III DEFERRED PREFERREDTRUST

 

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof Alberta, Saskatchewan, Ontario, Québec, Nova Scotiaand Newfoundland and Labrador (the "Jurisdictions")has received an application from CRS III Deferred PreferredTrust (the "Trust") for a decision pursuant to thesecurities legislation of the Jurisdictions (the "Legislation")that the Trust be deemed to have ceased to be a reporting issuerunder the provisions of the Legislation;

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

AND WHEREAS The CBFI Corporation andScotiaMcLeod Inc., as trustees of the Trust, have representedto the Decision Makers that:

1. The Trust is an unincorporated mutual fundtrust constituted under the laws of the Province of Ontariopursuant to a declaration of trust dated June 22, 1998 asamended and restated on August 12, 1998. The head office ofthe Trust is located in Toronto, Ontario.

2. The Trust filed a prospectus dated July31, 1998 qualifying for distribution to the public 3,000,000deferred preferred units (the "Units") of the Trustand became a reporting issuer in each of the Jurisdictionson that date. The Trust is not a reporting issuer in any jurisdictionin Canada other than the Jurisdictions.

3. The Trust is not in default of any of therequirements of the Legislation.

4. The authorized unit capital of the Trustconsists of an unlimited number of Units, 100 voting units(the "Voting Units"), 100 Class A voting units andan unlimited number of Class B non-voting units.

5. The Trust completed the mandatory redemptionof all of its issued and outstanding Units on May 23, 2003.

6. The Units were de-listed from the TorontoStock Exchange on May 23, 2003 and no securities of the Trustare listed or quoted on any stock exchange or market in Canadaor elsewhere.

7. As of the date hereof, 100 Voting Unitsare issued and outstanding, 60 of which are beneficially ownedby The CBFI Corporation and 40 of which are beneficially ownedby ScotiaMcLeod Inc.

8. The Trust has no other securities, includingdebt securities, outstanding.

9. The Trust does not intend to seek publicfinancing by way of an offering of its securities.

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

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 pursuantto the Legislation is that the Trust is deemed to have ceasedto be a reporting issuer under the provisions of the Legislationin the Jurisdictions.

July 17, 2003.

"Charlie MacCready"