THE ALBERTA GAZETTE,

PART I, FEBRUARY 28, 2001

The Alberta Gazette

PART 1

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Vol. 97 EDMONTON, WEDNESDAY, FEBRUARY 28, 2001 No. 4

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PROCLAMATION

[GREAT SEAL]

CANADA

PROVINCE OF ALBERTA Lois E. Hole, Lieutenant Governor.

ELIZABETH THE SECOND, by the Grace of God, of the United Kingdom, Canada,

and Her Other Realms and Territories, QUEEN, Head of the Commonwealth,

Defender of the Faith

P R O C L A M A T I O N

To all to Whom these Presents shall come GREETING

Paul Bourque, Deputy Minister of Justice and

Deputy Attorney General

WHEREAS

section 20(4) of the Miscellaneous Statutes Amendment Act, 1999

(No. 2) provides that

section 20 of that Act comes into force on

Proclamation; and

WHEREAS it is expedient to proclaim

section 20 of the Miscellaneous

Statutes Amendment Act, 1999 (No. 2) in force:

NOW KNOW YE THAT by and with the advice and consent of Our Executive

Council of Our Province of Alberta, by virtue of the provisions of the said

Act hereinbefore referred to and of all other power and authority

whatsoever in Us vested in that behalf, We have ordered and declared and do

hereby proclaim

section 20 of the Miscellaneous Statutes Amendment Act,

1999 (No. 2) in force on April 1, 2001.

IN TESTIMONY WHEREOF We have caused these Our Letters to be made Patent and

the Great Seal of Our Province of Alberta to be hereunto affixed.

WITNESS: THE HONOURABLE LOIS E. HOLE, Lieutenant Governor of Our Province

of Alberta, in Our City of Edmonton in Our Province of Alberta, this 12th

day of February in the Year of Our Lord Two Thousand One and in the

Fiftieth Year of Our Reign.

BY COMMAND David Hancock, Provincial Secretary.

PROCLAMATION

[GREAT SEAL]

CANADA

PROVINCE OF ALBERTA Lois E. Hole, Lieutenant Governor.

ELIZABETH THE SECOND, by the Grace of God, of the United Kingdom, Canada,

and Her Other Realms and Territories, QUEEN, Head of the Commonwealth,

Defender of the Faith

P R O C L A M A T I O N

To all to Whom these Presents shall come GREETING

Paul Bourque, Deputy Minister of Justice and

Deputy Attorney General

WHEREAS

section 12 of the Protection of Children Involved in Prostitution

Amendment Act, 2000 provides that that Act comes into force on

Proclamation; and

WHEREAS it is expedient to proclaim the Protection of Children Involved in

Prostitution Amendment Act, 2000 in force:

NOW KNOW YE THAT by and with the advice and consent of Our Executive

Council of Our Province of Alberta, by virtue of the provisions of the said

Act hereinbefore referred to and of all other power and authority

whatsoever in Us vested in that behalf, We have ordered and declared and do

hereby proclaim the Protection of Children Involved in Prostitution

Amendment Act, 2000 in force on March 15, 2001.

IN TESTIMONY WHEREOF We have caused these Our Letters to be made Patent and

the Great Seal of Our Province of Alberta to be hereunto affixed.

WITNESS: THE HONOURABLE LOIS E. HOLE, Lieutenant Governor of Our Province

of Alberta, in Our City of Edmonton in Our Province of Alberta, this 7th

day of February in the Year of Our Lord Two Thousand One and in the

Fiftieth Year of Our Reign.

BY COMMAND David Hancock, Provincial Secretary.

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PROCLAMATION

[GREAT SEAL]

CANADA

PROVINCE OF ALBERTA Lois E. Hole, Lieutenant Governor.

ELIZABETH THE SECOND, by the Grace of God, of the United Kingdom, Canada,

and Her Other Realms and Territories, QUEEN, Head of the Commonwealth,

Defender of the Faith

P R O C L A M A T I O N

To all to Whom these Presents shall come GREETING

Paul Bourque, Deputy Minister of Justice and

Deputy Attorney General

WHEREAS it is Our will and pleasure by and with the advice and consent of

Our Executive Council of Our Province of Alberta to dissolve the

Twenty-fourth Legislature of Alberta:

NOW KNOW YE THAT by and with the advice and consent of Our Executive

Council of Our Province of Alberta, We have ordered and declared and do

hereby proclaim that the Twenty-fourth Legislative Assembly of Alberta is

hereby dissolved and the Members thereof are discharged from further

meetings and attendance.

IN TESTIMONY WHEREOF We have caused these Our Letters to be made Patent and

the Great Seal of Our Province of Alberta to be hereunto affixed.

WITNESS: THE HONOURABLE LOIS E. HOLE, Lieutenant Governor of Our Province

of Alberta, in Our City of Edmonton in Our Province of Alberta, this 12th

day of February in the Year of Our Lord Two Thousand One in the Fiftieth

Year of Our Reign.

BY COMMAND David Hancock, Provincial Secretary.

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APPOINTMENTS

PROVINCIAL COURT JUDGES ACT

Supernumerary Judge Appointed

February 17, 2001

The Honourable Judge E.R. Wachowich

April 1, 2001

The Honourable Judge D.M. McDonald

(The above appointments are for a term of two years).

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ORDERS IN COUNCIL

FORESTS ACT

O.C. 67/2001

Approved and ordered:

Lois E. Hole,

Lieutenant Governor. Edmonton, February 7, 2001

The Lieutenant Governor in Council approves the entry by the Minister

of Environment and the Minister of Resource Development into a forest

management agreement amending the forest management agreement with Slave

Lake Pulp Corporation in accordance with the attached Appendix.

Ralph Klein, Chair.

APPENDIX

Memorandum of Agreement amending the Forest Management Agreement

BETWEEN:

HER MAJESTY THE QUEEN in right of the Province of Alberta, as represented

by the Minister of Environment and the Minister of Resource Development,

OF THE FIRST PART

and

SLAVE LAKE PULP CORPORATION, a body corporate, registered under the laws of

Alberta, with a business office in Slave Lake, Alberta (the "Company"),

OF THE SECOND PART

WHEREAS the Minister and the Company are parties to a forest

management agreement, authorized by Order-in-Council No. 614/90 dated

November 7, 1990; and

WHEREAS the Minister and the Company desire to amend the Agreement:

NOW THEREFORE the parties agree as follows:

1. The second

WHEREAS is amended by deleting "295 000" and substituting

"190 000".

2. Paragraph 1 is amended

1) by deleting subparagraph (1)(

f) and substituting the following:

(f) "Department" means the Department of Environment;

2) by deleting subparagraphs (1)(

i) to (1)(

q) and substituting the

following:

(i) "periodic allowable cut" is the total of the annual

allowable cuts approved for a five-year cut control period;

(j) "Scaling Regulation" means Alberta Regulation

336/79 authorized by Ministerial Order 40/79 and any amendments thereto or

substitutions therefor;

(k) "Surface Materials Regulation" means Alberta

Regulation 11/78 and any amendments thereto or substitutions therefor;

(l) "Timber Management Regulation" means Alberta

Regulation 60/73 authorized under Order-in-Council 309/73 and any

amendments thereto or substitutions therefor; and

(m) "Timber Regulation" means Alberta Regulation 268/78

and any amendments thereto or substitutions therefor.

3) by adding the following after subparagraph (2):

(3) In this Agreement, a reference to "Minister" means Her

Majesty the Queen in right of the Province of Alberta.

(4) Any power, duty or function conferred on the Minister may

be exercised by the Minister of Environment or the Minister of Resource

Development.

3. Paragraph 2 is deleted and the following is substituted:

(1) This Agreement shall commence on the 15th day of

November, 1990 hereinafter referred to as the commencement date and shall

expire on the 14th day of November, 2020 unless renewed under the

provisions of subparagraph (3).

(2) It is the intention of the parties hereto to continue the rights of

the Company under paragraph 7 to establish, grow and harvest timber on the

forest management area for terms of twenty years if pursuant to

subparagraph (3) mutual agreement thereon can be reached by the Minister

and the Company and such agreement is approved by the Lieutenant Governor

in Council.

(3) Subject to the approval of the Lieutenant Governor in

Council and provided that the Company is not in default as to any of the

terms, conditions, stipulations, covenants, agreements and provisions of

this Agreement, the Company shall be entitled to a renewal of this

Agreement whereby its rights under paragraph 7 to establish, grow and

harvest timber are continued on condition that

(

a) the Company gives notice to the Minister during the

year 2010 of its desire to renew this Agreement; and

(

b) mutually acceptable terms, conditions,

stipulations, covenants, agreements and provisions including further

renewal provisions or other requirements can be renegotiated at the time of

renewal.

(4) Within sixty (60) days of receiving such notice under

subparagraph (3)(a), the Minister shall commence discussions with the

Company to negotiate the terms, conditions, stipulations, covenants,

agreements and provisions of the renewal Agreement.

(5) The Company and the Minister shall act reasonably and

continue to carry out good faith negotiations in an attempt to agree on a

renewal Agreement with a term of twenty years and have it approved by the

Lieutenant Governor in Council prior to November 15, 2010.

(6) The Company and the Minister may agree to commence

negotiations earlier than provided for in subparagraph (3).

4. Paragraph 3 is deleted and the following is substituted:

3. The Minister and the Company hereby enter into a forest

management agreement in respect of the forest management area comprising,

subject to paragraphs 4, 5, and 6, public lands within the boundaries shown

outlined on a map registered in the Department, a copy of which is annexed

hereto as Appendix "A".

5. Paragraph 4 is amended by deleting subparagraph (d).

6. Paragraph 6 is amended by deleting subparagraphs (6) to (9) and

substituting the following:

(6) Monetary compensation received by the Company under this

paragraph and paragraph 8(1)(

b) shall only be used to offset damage to

improvements such as plantations, roads, bridges or other facilities and to

replace lost timber resource through:

(

a) enhanced forest management programs,

(

b) purchase of private land for timber production; and

(

c) participation in woodlot management programs; or

(

d) any other such activities as the Minister may

approve.

(7) The Company shall maintain complete and accurate records

of the receipt and use of all compensation funds received under this

paragraph and paragraph 8(1)(b).

(8) The Minister may from time to time at his discretion

request verifiable documentation of the use of compensation funds received

under this paragraph and paragraph 8(1)(

b) and the Company shall comply

with any such request.

(9) For the purposes of applying subparagraphs (3)(

b) and

(c), the net area for the initial forest management area shall be

established and agreed upon by both parties to be effective on the

commencement date of this Agreement, and shall be recalculated at such time

as the lands depicted on Appendix "A" as "AREA ADDED TO THE FOREST

MANAGEMENT AREA" are added to the forest management area pursuant to

paragraph 37(6).

(10) For purposes other than applying subparagraphs (3)(

b) and

(c), the net area shall be adjusted annually on the anniversary date of

this Agreement in accordance with all exceptions, additions to and

withdrawals from the forest management area.

7. Paragraph 7 is amended by deleting subparagraph (1)(

c) and

substituting the following:

(

c) subject to paragraph 21 and Appendix "D" of this

Agreement, the right during the term of this Agreement to harvest

coniferous timber where it occurs in D stands where that coniferous timber

has been approved for harvest under the approved annual operating plan;

8. Paragraph 8 is amended

1) by deleting subparagraph (1) and substituting the following:

(1) It is recognized by the Minister that the Company's use

of the forest management area for establishing, growing, harvesting and

removing timber is to be the primary use thereof and that it is to be

protected therein in keeping with the principles of sustainable forest

management. In keeping with public values and recognizing that certain

portions of the forest management area may be designated for other resource

values, the Minister reserves all land rights on the forest management area

not specifically given hereby, including by way of example, but without

limiting the generality of the foregoing:

2) by deleting subparagraph (1)(

b) and substituting the following:

(

b) the right to authorize any person to conduct any work in

connection with or incidental to geological or geophysical exploration

pursuant to the Mines and Minerals Act, or the Exploration Regulation;

provided that the Company shall be entitled to reasonable compensation,

from the person conducting the exploration, for any loss or damage suffered

by the Company and resulting from such exploration including by way of

example but without limitation, for any damage to deciduous timber, forest

growth, regeneration, improvements, or to any of its operations on the

forest management area;

3) by deleting subparagraph (2)(b).

4) by deleting subparagraph (2)(

e) and substituting the following:

(

e) the right to issue coniferous timber permits on D stands

where that coniferous timber has not been approved for harvest under the

Company's approved annual operating plan; and

9. Paragraph 10 is deleted and the following is substituted:

(1) Not more than twelve months following the commencement

date of this Agreement and in any case before the commencement of woods

operations, the Company shall submit for the Minister's approval a

preliminary forest management plan describing the methods that the Company

will follow in managing the timber located within the forest management

area on a sustained yield basis and establishing a preliminary estimate of

the sustainable annual allowable cut for deciduous timber

(2) Before the Company submits a plan referred to in

subparagraphs (3), (4) and (5) to the Minister for his review and approval,

the Company shall

(

a) make the necessary arrangements required for and

shall conduct public presentations and reviews of their proposed forest

management plans; and

(

b) provide the opportunity for third parties holding

timber quota(

s) and commercial timber permit(

s) on the forest management

area to participate, as specified in the forest management planning manual,

in the formulation of the Company's proposed forest management plans to

ensure that the long-term sustainable objectives and principles of forest

management are maintained.

(3) After these presentations and reviews with the public and

timber disposition holders, the Company shall incorporate in the forest

management plan its response to the concerns raised by the public and

timber disposition holders respecting the proposed forest management plan

and shall submit this plan to the Minister within the time specified in

subparagraphs (4) and (5) as the case may be for the Minister's review and

approval.

(4) On or before November 15, 2000, the Company shall submit

for the Minister's approval a detailed forest management plan for the

revised forest management area. For greater certainty, prior to approval

of the detailed forest management plan for the revised forest management

area, the Company shall conduct its woods operations in accordance with the

preliminary forest management plan approved on July 4, 1991, or other plans

subsequently approved by the Minister, until the earlier of November 15,

2000, and the date the detailed forest management plan is approved under

this subparagraph. If the detailed forest management plan is not approved

by November 15, 2001, the Minister has the right to set interim levels of

harvest and sequencing until the detailed forest management plan is

approved.

(5) On or before November 15, 2010, the Company shall submit

for the Minister's approval a revised detailed forest management plan, and

this

revised plan when approved will replace that plan approved under

subparagraph (4).

(6) The Company shall prepare the forest management plans

referred to in subparagraphs (4) and (5) in accordance with the forest

management planning manual prepared by the Minister, as amended from time

to time.

(7) The management strategies in the detailed forest

management plan under subparagraph (4) shall

(

a) provide for the maintenance of the annual allowable

cut for both the coniferous and deciduous species subject to the occurrence

of natural disasters; and

(

b) account for both the coniferous and deciduous

components of the growing stock in all stands in the forest management

area, and shall ensure that these components are being replaced through

strategies acceptable to the Minister through the approved forest

management plans and annual operating plans.

(8) The Minister may require the Company, after discussing

any proposed changes with the Company, to alter any of the methods

described in its forest management plans before approving such plans

provided however, the changes required by the Minister must be consistent

with the forest management planning manual referred to in subparagraph (6).

10. Paragraph 11 is deleted and the following is substituted:

(1) Within six months following the commencement date of this

Agreement, the Minister and the Company shall jointly develop a set of

ground rules to provide guidelines for the preparation of annual operating

plans and management plans which will facilitate supervision of timber

harvesting and reforestation operations.

(2) Within six months following the approval of the detailed

forest management plan under paragraph 10(4), the Minister and the Company

shall jointly develop a new set of ground rules consistent with the

detailed management plan objectives, for the preparation of operating plans

and to guide harvesting and reforestation operations. This new set of

ground rules upon approval by the Minister shall replace the ground rules

referred to in subparagraph (1).

(3) At the initiative of either party the established or new

ground rules shall be reviewed jointly by the Minister and the Company.

These ground rules may be altered by mutual agreement of the Minister and

the Company.

(4) In the event that a set of ground rules cannot be

established by mutual agreement after good-faith negotiations, the Minister

may establish new ground rules but only with the approval of the Lieutenant

Governor in Council.

11. Paragraph 12 is deleted and the following is substituted:

(1) The term of this Agreement shall be divided into six cut

control periods each with a duration of five years.

(2) If the Company overcuts the periodic allowable cut the

Minister shall reduce the allowable cut during the subsequent period by an

amount equivalent to the entire overcut volume, except to the extent the

overcut results from salvage of dead, damaged, endangered, diseased,

decadent or fire killed timber.

(3) Where production is lower than the periodic allowable

cut, the Company may submit a program satisfactory to the Minister making

up the under cut in the subsequent cut control period.

12. Paragraph 13 is amended by deleting subparagraphs (2) and

(3) and substituting the following:

(2) The Company shall submit to the Minister annual operating

plans in accordance with the ground rules established under paragraph 11.

(3) Each annual operating plan shall be in accordance with

the approved forest management plan and include an operating projection

showing the proposed harvesting operation intended by the Company. Such

operating projection shall be in accordance with the standards and shall

cover the period of time specified in the ground rules established under

paragraph 11.

13. Paragraph 16 is deleted and the following is substituted:

(1) The Company shall conduct such forest inventories of the

forest management area as are necessary to prepare the plans required by

this agreement

(2) The Company shall maintain a reasonably complete and

accurate forest inventory collected to Alberta Vegetation Inventory

Standards version 2.1 of the forest management area, or as otherwise

mutually agreed, and shall update all depletions and reforestation

annually.

(3) The Company shall establish and implement a deciduous

growth and yield program as part of the detailed management plan on lands

within the forest management area.

(4) The growth and yield program will include the

establishment of a system of permanent sample plots which will be used to

monitor the results of different silvicultural systems during the term of

this Agreement so as to provide accurate information for the preparation of

reliable deciduous yield tables.

(5) All information and data related to the forest management

area that has been collected by the Company or the Minister relating to

forest inventory, other resource uses, the inventory referred to in

subparagraph (2), growth and yield data, reforestation results, and

operational and detailed planning maps shall be made available to the

Minister, or the Company, whichever is the case, free of charge, upon

request, or as otherwise agreed to in a separate data sharing agreement

between the Minister and the Company.

14 Paragraph 17 is amended by deleting the words "growing within

merchantable stands".

15. Paragraph 19 is deleted and the following is substituted:

(1) The Company shall use every reasonable effort to purchase

roundwood offered to the Company at prevailing market prices, provided that

the roundwood possesses a standard of quality suitable in the opinion of

the Company for use in facilities of the Company.

(2) Effective January 1, 2001, in every period between

January 1 in one year and December 31 in the next year, the Company shall

use 50,000 cubic metres of deciduous timber in a mill facility located in

Alberta, for the manufacture of solid wood products.

(3) If the Company uses less than 50,000 cubic metres of

deciduous timber for the manufacture of solid wood products in any period

referred to in subparagraph (2), the Company shall offer, on reasonable

the manufacture of solid wood products to non pulp producing mills in

Alberta in trade for an equivalent volume of fibre.

(4) If the Company and a party wishing to acquire the

deciduous timber from the Company disagree as to whether or not the offer

dispute shall be referred to arbitration pursuant to the Arbitration Act by

either the Company or that other party, and the offer shall be held in

abeyance pending the arbitrator(

s) determination, which determination shall

be binding on the Company.

(5) If the deciduous timber referred to in subparagraph

(3) is offered for trade in accordance with that subparagraph and there is no

interest in a trade for that timber or if the timber is offered for trade

under the arbitrated terms established under subparagraph (4) and the party

interested in trading for the deciduous timber does not accept the

arbitrated terms, it may be used by the Company.

(6) The only remedy of the Minister under this Agreement

where the Company has not complied with subparagraph (2) are those remedies

set out in subparagraphs (3), (4) and (5). The Company will not be in

breach or default of this Agreement and paragraphs 44, 45, 46 and 47 shall

not apply to a failure by the Company to comply with subparagraph (2).

16. Paragraph 21 is deleted and the following is substituted:

(1) Effective November 15, 2000, the Company shall annually

offer the coniferous timber referred to in paragraph 7(1)(

c) which has been

harvested under the approved annual operating plan to the coniferous quota

holder(

s) in the forest management unit from which the coniferous timber

originated. Where more than one quota holder exists within a forest

management unit, the timber shall be divided amongst the quota holders

according to their percentage share of the approved annual allowable cut

for that forest management unit.

(2) All coniferous timber referred to in subparagraph

(1) shall be felled, skidded and decked and made available in accordance with

an agreement between the Company and the party using the coniferous timber.

(3) With respect to any coniferous timber referred to in

subparagraphs (1) and (2) which the Company has not been able to trade or

sell with the quota holder(

s) under this paragraph, the Minister may

(

a) allow the Company to use that coniferous timber, or

(

b) appoint a single arbitrator under the Arbitration

Act to establish reasonable terms of trade or sale of that coniferous

timber under which terms the timber must be offered for trade or sale by

the Company.

(4) If the coniferous timber referred to in subparagraph

(3) is offered for trade or sale under the arbitrated terms, and the quota

holder does not accept the offer, it may be used by the Company.

17. Paragraph 26 is deleted and the following is substituted:

26. The Company and the Minister may devise a program designed to

carry out silviculture programs on lands in the forest management area

capable of supporting tree growth on which the timber was cut over by

individuals other than quota holders or the Company or destroyed at any

time by natural agents, such as fire or disease, and which has failed to

meet the required reforestation standard.

18. Paragraph 29 is deleted.

19. Paragraph 30(1) is amended by adding the words "men and equipment

necessary for the protection of the forest" after the words "maintain an

organization of".

20. Paragraph 33 is deleted and the following is substituted:

(1) Once a year during the term of this Agreement, the

Company shall pay to the Minister on or before a date specified by the

Minister a holding and forest protection charge.

(2) Initially, on the commencement date of this Agreement the

charges in subparagraph (1) will be:

(

a) a holding charge of $1.25 per square kilometre; and

(

b) a forest protection charge of $28.05 per square

kilometre.

(3) Effective November 15, 2000, the holding and forest

protection charge will be $117,579.

(4) Effective November 15, 2008, the holding and protection

charge will be $244,118.

(5) Subsequent holding charges and forest protection charges

shall be adjusted annually on the anniversary of the commencement date of

this Agreement using the Annual Implicit Price Index for government current

expenditure in goods and service, as published by Statistics Canada, in the

following formula:

Charge for year = Charge for X Index for

Year

Of payment Previous Year Prior to Year

of Payment

Index for Second Year

Prior to Year of Payment

Example:

2001 Holding and Protection Charge = $117,579 X 2000 Index

1999 Index

2009 Holding and Protection Charge = $244,118 X 2008 Index

2007 Index

In the event that the Annual Implicit Price Index is no

longer published or in the event of a change in the method used to

calculate the Index, the Minister and the Company shall mutually and

reasonably agree on a comparable published index to be used in the above

formula.

(6) On or before November, 15 of each year up to and

including 1999, the Company shall and has paid to the Minister, the sum of

$27,000.00 as compensation to the Minister for unrealized holding and

protection revenues associated with the deciduous timber in forest

management unit S1.

(7) Notwithstanding subparagraph (5), the Lieutenant Governor

in Council may by regulation establish the amounts of annual holding and

protection charges to be paid by the Company. If the holding and

protection charges are established by regulation then the holding and

protection charges established by regulation shall replace those charges

established under this paragraph provided those regulations are of general

application (subject only to limitations imposed by contract).

(8) When the net forest management area is larger or smaller

than the initial net area by more than 2%, the annual holding and forest

protection charges otherwise payable by the Company under this Agreement

shall be adjusted proportionately by the full percentage increase or

decrease, as the case may be.

(9) (

a) the holding and forest protection charges otherwise

payable by the Company shall be reduced by the eligible expenditures

actually made by the Company in carrying out the approved forest protection

plans submitted under subparagraph (11).

(

b) eligible expenditures can only be used to reduce

the holding and protection charges otherwise payable in the year following

the year the expenditures were made and then only to the limit of those

charges.

(10) For the purposes of subparagraph (9), expenditures shall

not include costs of suppressing forest fires or epidemics of insects or

disease.

(11) The Company shall submit annually a forest protection

plan for the Minister's approval.

(12) The forest protection plan shall include a description

and an estimated cost for those proposed expenditures the Company wishes to

claim under subparagraph (9). Within thirty (30) days of submission of the

forest protection plan, the Minister shall indicate those proposed

expenditures that are eligible to reduce the holding and forest protection

charges otherwise payable by the Company.

(13) The Company shall annually submit an audited financial

report detailing the amount spent by the Company in implementing the plans

referred to in subparagraph (11). The audited financial reports shall be

prepared by an independent, qualified auditor and shall be prepared in

accordance with the Canadian Institute of Chartered Accountants Handbook.

(14) The Company shall maintain and retain for three years

such records of the expenditures claimed under subparagraph (9) as would

allow a proper audit of these expenditures and shall, during normal

business hours, make available to the Crown, including but not limited to

Crown appointed auditors, the existing records in whatever form relating to

those expenditures.

21. Paragraph 37 is deleted and the following is substituted:

(1) The Company has completed the construction of a

chemithermomechanical pulp mill (the "CTMP mill") near the town of Slave

Lake, Alberta for the manufacture of wood pulp having a rated capacity of

110 000 air dry metric tonnes of pulp annually at a cost of approximately

one hundred and sixty-eight (168) million dollars.

(2) The Company has expanded the CTMP mill under subparagraph

(1) to increase the manufacturing capacity of wood pulp of the mill to a

rated capacity of 165 000 air dry metric tonnes of pulp annually.

(3) The Company shall complete an expansion to the CTMP mill

under subparagraphs (1) and (2) by November 30, 2008, which will increase

the manufacturing capacity of wood pulp of the mill to a rated capacity of

190 000 air dry metric tonnes of pulp annually.

(4) If the Company fails to complete the expansion of the

CTMP mill under subparagraph (3), the Minister shall have the right to

issue a deciduous timber disposition for 20,000 cubic metres of deciduous

timber annually from the forest management area at the Minister's

discretion.

(5) The failure of the Company to complete the expansion of

the CTMP mill under subparagraph (3) shall not amount to a default or

breach by the Company of any of the provisions of this Agreement.

(6) In order to satisfy the wood requirements of the

Company's CTMP mill at Slave Lake, Alberta, the Minister shall add to the

forest management area those lands depicted on Appendix "A" as "AREA ADDED

TO THE FOREST MANAGEMENT AREA".

(7) Subject to subparagraphs (8) and (9), in addition to the

timber dues payable to the Minister in accordance with paragraph 35 on

deciduous timber harvested by or for the Company from forest management

unit ("FMU") S1, commencing on October 1, 2000, the Company shall also pay

to the Minister quarterly a sum equal to the timber dues for that deciduous

timber.

(8) If the actual volume of deciduous timber harvested by or

for the Company from FMU S1 in any twelve month period between October 1 in

one year and September 30 in the next year is less than 70,000 cubic

metres, then the volume used to calculate the additional sum to be paid to

the Minister under subparagraph (7) shall be 70,000 cubic metres for that

twelve month period. The shortfall volume shall be paid for on a pro

rated basis over the twelve month period.

(9) The obligation of the Company to pay an additional sum to

the Minister under subparagraph (7) shall continue until the earlier of

November 30, 2008 and the date the annual production of the CTMP mill

reaches 190,000 air dry metric tonnes.

(10) The Minister may from time to time extend the

commencement and completion dates for construction set out in this

paragraph.

22. Paragraph 39 is deleted and the following is substituted:

(1) If, at any time after completion of construction, the

CTMP mill ceases to be in production and operation for a period of twelve

consecutive months, the Company shall have no right to and shall not

harvest timber on the forest management area until such time as the Company

advises the Minister in writing of its intentions to resume production and

operation of the CTMP mill within six months.

(2) If, at any time after completion of construction, the

CTMP mill ceases to be in production and operation for a period of twelve

consecutive months, the Minister shall have the right to issue deciduous

timber dispositions to third parties on the forest management area for up

to 100% of the approved deciduous annual allowable cut until six months

prior to the planned resumption of production and operation of the CTMP

mill.

(3) If the CTMP mill in Slave Lake, Alberta ceases to be in

production and operation for a cumulative, but not necessarily consecutive,

period of thirty-six months, the Minister shall have the right to cancel

this Agreement.

(4) Notwithstanding subparagraph (3), if the Company submits

a proposal for a forest industry project, including an implementation

timetable, as a replacement for the CTMP mill, which proposal is acceptable

to the Minister, the Minister shall not cancel this Agreement under

subparagraph (3).

(5) If the Company has submitted a proposal acceptable to the

Minister under subparagraph (4) and, in the opinion of the Minister, the

Company is not carrying out the proposal in accordance with its terms, the

Minister may cancel this Agreement.

23. Paragraph 60 is deleted and the following is substituted:

60. Any notice required to be given under this Agreement shall be

deemed to be well and sufficiently given if delivered to the address set

out below or if mailed at any government post office in the Province of

Alberta by prepaid registered mail addressed as follows:

(

a) to the Company:

Slave Lake Pulp Corporation

Box 1790

Slave Lake, Alberta

T0G 2A0

(

b) to the Minister:

Minister of Environment

Legislature Building

Edmonton, Alberta T5K 2B7

(

c) to the Minister:

Minister of Resource Development

Legislature Building

Edmonton, Alberta T5K 2B7

or to such other address either party may from time to time

inform the other party in writing, and any such notice shall be deemed to

have been received on the fourth business day after the mailing thereof, or

if delivered, when delivered; provided that if mailed should there be

between the time of mailing and the actual receipt of the notice a mail

strike, slow down or other labour dispute which might affect the delivery

of such notice then such notice shall only be effective if and when

actually delivered.

24. Appendix "B" is deleted.

25. Appendices "A", "C" and "D" are deleted and the attached Appendices

"A", "C" and "D" are substituted.

IN WITNESS WHEREOF the parties hereto have executed this Agreement at

Edmonton, Alberta this ________ day of _________________________, 2000.

Slave Lake Pulp Corporation Her Majesty the Queen

in right of Alberta

Per: _____________________________ ______________________________

Minister of

Environment

Per: _____________________________ ______________________________

Minister of Resource

Development

SLAVE LAKE PULP CORPORATION

APPENDIX "A"

SLAVE LAKE PULP CORPORATION

APPENDIX "C"

A. CONIFEROUS QUOTA HOLDERS WITHIN THE FOREST MANAGEMENT AREA

1. Blue Ridge Lumber

(1981) Ltd.

2. Spruceland Millworks Inc.

3. Gordon Buchanan Enterprises Ltd.

4. Millar Western Forest Products Ltd.

5. Vanderwell Contractors

(1971) Ltd.

6. Alberta Plywood Ltd.

B. CONIFEROUS QUOTA CERTIFICATES ISSUED WITHIN THE FOREST MANAGEMENT

AREA

CTQS010036 CTQS020005 CTQS060009

CTQS010037 CTQS020008 CTQS060011

CTQS010038 CTQS020034

Where a quota listed in this Appendix is merged with one or more

quotas, the new quota shall be deemed to be listed in Appendix "C" for the

purpose of paragraph 8(2) (

c) of this Agreement.

SLAVE LAKE PULP CORPORATION

APPENDIX "D"

The coniferous and deciduous timber on the forest management area shall be

managed, harvested and reforested on a perpetual sustained yield basis in

accordance with the provisions of this Agreement including the following

guidelines:

1. Timber stands in the forest management area shall be classified in

accordance with the forest timber type classification as designated on maps

produced using Alberta Vegetation Inventory Standards version 2.1 or such

other criteria as may be approved by the Minister.

2. All stands in the forest management area will be managed and

harvested in accordance with the following provisions:

(

a) All pure coniferous and mixedwood stands (C, CD and DC) shall

be managed primarily for coniferous production. The detailed forest

management plan shall provide for the sustainability of deciduous timber

harvested from those coniferous stands managed primarily for coniferous

production.

(

b) All pure deciduous stands (

D) shall be managed primarily for

deciduous production. The detailed forest management plan shall provide

for the sustainability of coniferous timber harvested from those deciduous

stands managed primarily for deciduous production.

(

c) In reference to subparagraphs (

a) and (

b) above, the detailed

forest management plan will provide for the maintenance of mixedwood stand

structures within the FMA in a manner that recognizes and protects

biological diversity. The detailed forest management plan will provide for

the monitoring of stand composition changes over time and for the

implementation of adaptive management strategies to ensure sustainability

of supply of both deciduous and coniferous timber.

3. Other companies to be designated by the Minister (each hereinafter

referred to as the "Coniferous Company") shall have the right to harvest

coniferous timber in the forest management area by means of coniferous

timber dispositions. The Coniferous Company shall have no rights to the

deciduous timber on the forest management area.

4. So as to accommodate the full utilization of the timber resource

growing on the forest management area and the integration of deciduous and

coniferous harvesting:

(

a) where the Coniferous Company desires to harvest deciduous

timber located within an active coniferous timber disposition in the forest

management area, the Coniferous Company shall be required to make prior

arrangements with the Company for the harvest and removal of such deciduous

timber,

(

b) harvesting and removal of deciduous timber by the Coniferous

Company shall be subject to the approval of their annual operating plan

submitted pursuant to its active coniferous timber disposition, and

(

c) harvesting and removal of coniferous timber by the Company

shall be subject to the approval of their annual operating plan submitted

pursuant to this Agreement. The coniferous timber cut by the Company from

D stands will be made available to coniferous quota holders in accordance

with paragraph 21 of this Agreement.

5. The Company shall be allowed to harvest merchantable deciduous trees

from all stands even if they contain a coniferous understory, provided,

that damage to the coniferous understory is minimized through harvesting

techniques, recognizing however, that the Minister shall not require the

use of logging methods that unreasonably increase the logging costs of the

Company.

6. All deciduous timber cut by and for the Company on the forest

management area shall be considered as production against the forest

management area.

_______________________________________________________________________

PROVINCIAL PARKS ACT

O.C. 73/2001

Approved and ordered:

Lois E. Hole,

Lieutenant Governor. Edmonton, February 7, 2001

The Lieutenant Governor in Council designates the land in the

attached Appendix as a provincial park to be known as Lesser Slave Lake

Wildland Provincial Park.

Ralph Klein, Chair.

APPENDIX

Provincial Parks Act

LESSER SLAVE LAKE WILDLAND PROVINCIAL PARK

1 The lands described in the

Schedule of Lands are designated as a

provincial park to be known as Lesser Slave Lake Wildland Provincial Park.

2 The Lesser Slave Lake Provincial Park Order-in-Council 343/95 is

rescinded (formerly filed as Alta. Reg. No. 86/95).

SCHEDULE OF LANDS

LESSER SLAVE LAKE WILDLAND PROVINCIAL PARK

FIRSTLY:

All those parcels or tracts of land, situate, lying and being in the

seventy-fifth (75) township, in the tenth (10) range, west of the fifth

(5) meridian, in the Province of Alberta, Canada, and being composed of:

Legal subdivisions five (5), six (6) and seven (7), the south half and

north west quarter of legal subdivision (8), the south west quarter of

legal subdivisions nine (9), legal subdivisions ten (10) to thirteen

(13) inclusive and the west half of legal subdivision fourteen (14) of

section

fourteen (14), the north halves of sections fifteen (15) and sixteen (16),

the north half and south west quarter of

section seventeen (17),

section

eighteen (18), the south half, the south half and north east quarter of

legal subdivision nine (9), the south half of legal subdivision ten

(10) and the south east quarter of legal subdivision eleven (11) of

section

nineteen (19), the south half and north east quarter, legal subdivisions

eleven (11) and twelve (12), the south east quarter of legal subdivision

(13) and legal subdivision fourteen (14) of

section twenty (20), the south

half and north west quarter, legal subdivisions nine (9), ten (10) and

fifteen (15) and the south half and north west quarter of legal subdivision

sixteen (16) of

section twenty-one (21), the south half of legal

subdivision one (1), legal subdivisions two (2) to five (5) inclusive, the

south half and north west quarter of legal subdivision six (6), the south

west quarters of legal subdivisions seven (7) and eleven (11) and legal

subdivision twelve (12) of

section twenty-two (22), the south west quarter

of legal subdivision three (3) and the south half of legal subdivision four

(4) of

section twenty-three (23), legal subdivision two (2), the south west

quarter of legal subdivision three (3) and the south half of legal

subdivision four (4) of

section twenty-eight (28), the south half of legal

subdivision one (1) and the south east quarter of legal subdivision two (2)

of

section twenty-nine (29) and all those portions of the north halves of

sections seven (7), eight (8) and ten (10), legal subdivisions one (1) to

four (4) inclusive of the said

section fourteen (14), the south halves of

the said sections fifteen (15) and sixteen (16) and the south east quarter

of the said

section seventeen (17) of the said township, not covered by any

of the waters of Lesser Slave Lake.

SECONDLY:

All those parcels or tracts of land, situate, lying and being in the

partially surveyed seventy-fifth (75) township, in the eleventh (11) range,

west of the fifth (5) meridian, in the Province of Alberta, Canada, and

being composed of:

The north half and south east quarter of

section thirteen (13), legal

subdivisions nine (9) and ten (10), the south half and north west quarter

of legal subdivision eleven (11),

legal subdivisions twelve (12) and thirteen (13) and the south east quarter

of legal

subdivision sixteen (16) of

section fourteen (14), the north east quarter,

legal subdivisions (11) and twelve (12), the south east quarter of legal

subdivision thirteen (13) and the south half and north east quarter of

legal subdivision fourteen (14) of

section fifteen (15), the north east

quarter of legal subdivision seven (7), the north half of legal subdivision

eight (8) and the south half of legal subdivision nine (9) of

section

sixteen (16), the south east quarter, the south east quarter of legal

subdivision three (3) and the south half of legal subdivision nine (9) of

section twenty-two (22), the south west quarters of legal subdivisions four

(4), five (5) and twelve (12) of

section twenty-three (23), legal

subdivisions one (1) and two (2), the south half and north east quarter of

legal subdivision three (3), the south east quarter of legal subdivision

six (6) and the south halves of legal subdivisions seven (7) and eight (8)

of

section twenty-four (24), all those portions of the north half of

section twelve (12), the south west quarter of the said

section thirteen

(13), the south halves of the said sections fourteen (14) and fifteen

(15) and the south halves of legal subdivisions seven (7) and eight (8) of the

said

section sixteen (16), not covered by any of the waters of the said

Lesser Slave Lake and all those portions of the west half of the said

section sixteen (16), the north halves of sections seventeen (17) and

eighteen (18) and the south west quarter of

section nineteen (19) of the

said township, required for a one hundred (100) meter wide strip of land

equidistant and parallel to the sinuosities of the northerly shoreline of

the said Lesser Slave Lake.

THIRDLY:

All those parcels or tracts of land, situate, lying and being in the

partially surveyed seventy-fifth (75) township, in the twelfth (12) range,

west of the fifth (5) meridian, in the Province of Alberta, Canada, and

being composed of:

The north east quarters of sections twenty-one (21) and twenty three

(23) and all those portions of the north east quarter of

section thirteen (13),

the north halves of sections nineteen (19) and twenty (20), the south half

and north west quarter of said

section twenty-one (21), the north half and

south west quarter of

section twenty-two (22), the south half and north

west quarter of the said

section twenty-three (23) and the south half of

section twenty-four (24) of the said township, not covered by any of the

waters of the said Lesser Slave Lake.

The lands herein described contain three thousand five hundred eighty-one

and four hundred fifty thousandths (3,581.450) hectares (8,849.64 acres),

more or less.

_______________________________________________________________________

PROVINCIAL PARKS ACT

O.C. 90/2001

Approved and ordered:

Lois E. Hole,

Lieutenant Governor. Edmonton, February 12, 2001

The Lieutenant Governor in Council designates the land in the

attached Appendix as a provincial park to be known as Lesser Slave Lake

Provincial Park.

Ralph Klein, Chair.

APPENDIX

LESSER SLAVE LAKE PROVINCIAL PARK

FIRSTLY:

All those parcels or tracts of land, situate, lying and being in the

seventy-third (73) township, in the fifth (5) range, west of the fifth

(5) meridian, in the Province of Alberta, Canada, and being composed of:

The west half of

section thirty-two (32) and all that portion of

section

twenty-nine (29) lying generally to the west of the westerly limit of a

surveyed roadway, as shown upon a plan of survey of record in the Land

Titles Office at Edmonton for the North Alberta Land Registration District

as No. 752 0891, all those portions of the north half, the north half of

the south half and legal subdivisions two (2) and the east half of legal

subdivision three (3) of

section eighteen (18) and the east half of

section

nineteen (19) lying generally to the north and west of the northwesterly

limit of a surveyed roadway, as shown upon the said plan No. 752 0891 and

not covered by any of the waters of Lesser Slave Lake and all those

portions of the east half of

section thirty (30) and the south half and

north west quarter of

section thirty-one (31) of the said township, not

covered by any of the waters of the said Lesser Slave Lake, containing four

hundred ninety and seven hundred ninety-nine thousandths (490.799) hectares

(1,212.75 acres), more or less.

SAVING AND EXCEPTING:

(1) Eighteen and two hundred twenty-eight thousandths

(18.228) hectares (45.04 acres), more or less, required for a surveyed roadway as

shown upon a plan of survey of record in the said Land Titles Office as No.

368 L.Z.

(2) Thirteen and three hundred seven thousandths (13.307) hectares

(32.88 acres), more or less, required for a surveyed roadway, as shown upon

the said plan No. 752 0891.

SECONDLY:

All that parcel or tract of land, situate, lying and being in the

seventy-third (73) township, in the sixth (6) range, west of the fifth

(5) meridian, in the Province of Alberta, Canada, and being composed of:

All those portions of

section fourteen (14), the north east quarter of

section fifteen (15) and the south west quarter of

section twenty-three

(23) of the said township which comprise Dog Island, containing sixty and

seven hundred eighty-six thousandths (60.786) hectares (150.20 acres), more

or less.

THIRDLY:

All that parcel or tract of land, situate, lying and being in the

seventy-fourth (74) township, in the fifth (5) range, west of the fifth

(5) meridian, in the Province of Alberta, Canada, and being composed of:

All that portion of the south west quarter of

section six (6) of the said

township, lying generally to the south and west of the southwesterly limit

of a surveyed roadway, as shown upon the said plan No. 752 0891, containing

twenty-one and two hundred seventy-four thousandths (21.274) hectares

(52.57 acres), more or less.

FOURTHLY:

All those parcels or tracts of land, situate, lying and being in the

seventy-fourth (74) township, in the sixth (6) range, west of the fifth

(5) meridian, in the Province of Alberta, Canada, and being composed of:

Sections thirteen (13), twenty-four (24), twenty-five (25), twenty-six

(26), thirty-four (34), thirty-five (35) and thirty-six (36) and all those

portions of the north half of

section one (1), the east half of

section

eleven (11),

section twelve (12), the north halves and south east quarters

of sections fourteen (14) and twenty-two (22), sections twenty-three

(23) and twenty-seven (27), the east half of

section twenty-eight (28) and

section thirty-three (33) of the said township, not covered by any of the

waters of the said Lesser Slave Lake, containing three thousand five and

four hundred sixty-four thousandths (3,005.464) hectares (7,426.40 acres),

more or less.

SAVING AND EXCEPTING:

(1) Eight and nine hundred forty thousandths (8.940) hectares

(22.09 acres), more or less, required for a surveyed roadway, as shown upon

the said Plan No. 752 0891.

(2) Fifty-three and nine hundred seventy thousandths

(53.970) hectares (133.36 acres), more or less, required for a surveyed roadway, as

shown upon a plan of survey of record in the said Land Titles Office as No.

842 1391.

FIFTHLY:

All those parcels or tracts of land, situate, lying and being in the

unsurveyed seventy-fifth (75) township, in the fifth (5) range, west of the

fifth (5) meridian, in the Province of Alberta, Canada, and being composed

of:

All those portions of what would be if surveyed under the present system of

Alberta Land Surveys the west halves of sections six (6) and seven (7) and

the south west quarter of

section eighteen (18) of the said township,

containing three hundred twenty-three and seven hundred sixty thousandths

(323.760) hectares (800.00 acres), more or less.

SIXTHLY:

All those parcels or tracts of land, situate, lying and being in the

partially surveyed seventy-fifth (75) township, in the sixth (6) range,

west of the fifth (5) meridian, in the Province of Alberta, Canada, and

being composed of:

Sections one (1), two (2), three (3), nine (9), ten (10), eleven (11),

twelve (12), thirteen (13), fourteen (14), fifteen (15), sixteen (16), and

seventeen (17) and all those portions of

section four (4), the north half

and south east quarter of

section five (5), the east half of

section seven

(7),

section eight (8) and the south half and north east quarter of

section

eighteen (18) of the said township, not covered by any of the waters of the

said Lesser Slave Lake, containing three thousand seven hundred fifteen and

five hundred ten thousandths (3,715.510) hectares (9,180.90 acres), more or

less.

SAVING AND EXCEPTING:

(1) Two and seven hundred sixteen thousandths (2.716) hectares

(6.71 acres), more or less, required for a surveyed roadway, as shown upon

a plan of survey of record in the said Land Titles Office as No. 2946 P.X.

(2) Five hundred eighteen thousandths (0.518) of a hectare (1.28

acres), more or less, required for a surveyed roadway, as shown upon a plan

of survey of record in the said Land Titles Office as No. 4141 P.X.

(3) Thirty-one and eight hundred forty-six thousandths

(31.846) hectares (78.69 acres), more or less, required for a surveyed roadway, as

shown upon a plan of survey of record in the said Land Titles Office as No.

852 0542.

SEVENTHLY:

All the intervening statutory and theoretical road allowances and

intersections which lie within all the above described lands, containing

one hundred twenty-eight and nine hundred forty-two thousandths

(128.942) hectares (318.61 acres), more or less.

The lands herein described contain seven thousand six hundred seventeen and

ten thousandths (7,617.010) hectares (18,821.37 acres), more or less.

_______________________________________________________________________

GOVERNMENT NOTICES

AGRICULTURE, FOOD AND RURAL DEVELOPMENT

FORM 15

(Irrigation Districts Act)

(Section 88)

NOTICE TO IRRIGATION SECRETARIAT:

CHANGE OF AREA OF AN IRRIGATION DISTRICT

On behalf of the St. Mary River Irrigation District, I hereby request that

the Irrigation Secretariat forward a certified copy of this notice to the

Registrar of Land Titles for the purposes of registration under

section 23

of the Land Titles Act and arrange for notice to be published in the

Alberta Gazette.

The following parcels of land should be ADDED to the irrigation district

and the appropriate notation added to the certificate of title:

Short Legal Description

Title Number

4;16;7;32;SE

154F11A

I certify that the procedures required under

Part 4 of the Irrigation

Districts Act have been completed and the area of the St. Mary River

Irrigation District should be changed according to the above list.

Laurie Hodge, Office Manager.

Irrigation Secretariat.

FORM 15

(Irrigation Districts Act)

(Section 88)

NOTICE TO IRRIGATION SECRETARIAT:

CHANGE OF AREA OF AN IRRIGATION DISTRICT

On behalf of the St. Mary River Irrigation District, I hereby request that

the Irrigation Secretariat forward a certified copy of this notice to the

Registrar of Land Titles for the purposes of registration under

section 23

of the Land Titles Act and arrange for notice to be published in the

Alberta Gazette.

The following parcels of land should be REMOVED from the irrigation

district and the notation removed from the certificate of title:

Short Legal Description

Title Number

1734LK;2

731 040 594

I certify that the procedures required under

Part 4 of the Irrigation

Districts Act have been completed and the area of the St. Mary River

Irrigation District should be changed according to the above list.

Laurie Hodge, Office Manager.

Irrigation Secretariat.

_______________________________________________________________________

COMMUNITY DEVELOPMENT

HOSTING EXPENSES EXCEEDING $600.00

For the quarter October to December 31, 2000

Function: Seniors Services Workshop 2000

Function Date: September 11-12, 2000

Amount: $9,800.19

Purpose: Refreshment and Lunch for the participants of Seniors Services

Workshop 2000

Location: Ramada/Edmonton Inn

Function: Alberta Delegation meeting in preparation for Regional Conference

on Sport

Function Date: September 15, 2000

Amount: $1,478.32

Purpose: Lunch for Alberta Delegation preparation meeting for Regional

Conference on Sport in Regina (Sept. 29-Oct. 1, 2000)

Location: Delta Edmonton South

Function: The Wild Rose Foundation Board and staff hosted a public

information reception in Calgary

Function Date: September 14, 2000

Amount: $1,233.36

Purpose: Coffee, juice and light snacks for the guests

Location: Delta Bow Valley

Function: Government House Foundation First Annual Gala

Function Date: June 24, 2000

Amount: $6,462.58

Purpose: Dinner for invited guests

Location: Delta Edmonton South

Function: International Year of Volunteers

Function Date: December 5, 2000

Amount: $2,831.91

Purpose: Informal recognition of the significant contributions of

volunteers and to raise the awareness of the International Year of

Volunteers in Alberta and the Government of Alberta participation in this

special year

Location: A Cappella Fine Food Ltd.

Function: Alberta Order of Excellence Investiture Ceremony

Function Date: October 19, 2000

Amount: $4,270.93

Purpose: To host the recipients being named to the Order of Excellence

along with special guests, council members and Officials of the Lieutenant

Governor's Office.

Location: Government House

Function: Opening ceremonies for Anno Domini: Jesus through the Centuries

Function Date: October 5-6, 2000

Amount: $13,232.00

Purpose: 1) Refreshments for official opening event on Oct. 5, 2000 for

over 400 Dignitaries, religious leaders, financial sponsors, federal and

provincial government representatives and key partners of the museum

2) Refreshments for a preview night Oct. 6, 2000 for over 400 people

including MLA's, 200 volunteers and staff. This event also served as a

recognition of Volunteer contributions to the Provincial Museum of Alberta

which total over 25,000 hours per year

Location: Provincial Museum of Alberta

_______________________________________________________________________

NOTICE OF INTENTION TO DESIGNATE PROVINCIAL HISTORIC RESOURCE

(Historical Resources Act)

File: Des. 2041

Notice is hereby given that sixty days from the date of service of this

Notice and its publication in the Alberta Gazette, the Minister of

Community Development intends to make an Order that the structure known as

the Calgary Cattle Company Building/Pioneer Market, together with the land

legally described as Plan A Calgary, Block 63, Lot 12, and municipally

located at 117-8 Avenue SW, Calgary, Alberta

be designated as a Provincial Historic Resource under

section 16 of the

Historical Resources Act, R.S.A. 1980 c.H-8 as amended.

The reason for the designation are as follows:

Constructed in 1903 for the Calgary Cattle Company this two storey brick

building is an example of a typical main street Edwardian commercial style,

complete with bulkhead, storefront display windows, clerestory, recessed

storefront, lower cornice, punched windows, upper cornice and parapet. The

design illustrates simplified classical details freely interpreted which

was typical of the era. It contributes strongly to its street scape, the

100 block west of Calgary's historic Stephen Avenue Mall.

The historical significance of the structure lies mainly in its association

with the cattle industry in southern Alberta, and several of its most

visible investors such as James Lougheed, R.B. Bennett, Charles Knight and

William Roper Hull. In particular, it is associated with Pat Burns, whose

cattle empire outstretched them all, and who would eventually become a

member of the Canadian Senate. The structure is also significant in its

representation of the economic boom experienced in Calgary at the turn of

the 20th Century.

It is therefore considered that the preservation and protection of the

resource is in the public interest.

Dated February 9, 2001.

Mark Rasmussen

for Dr. W.J. Byrne, Assistant Deputy Minister.

_______________________

File: Des. 2042

Notice is hereby given that sixty days from the date of service of this

Notice and its publication in the Alberta Gazette, the Minister of

Community Development intends to make an Order that the structure known as

the Calgary Milling Company Building, together with the land legally

described as Plan A Calgary, Block 63, Lot 11 and municipally located at

119-8 Avenue SW, Calgary, Alberta

be designated as a Provincial Historic Resource under

section 16 of the

Historical Resources Act, R.S.A. 1980 c.H-8 as amended.

The reason for the designation are as follows:

Constructed in 1902 for the Calgary Milling Company, this two storey

sandstone building is a typical main street Edwardian commercial style,

complete with bulkhead, storefront display windows, clerestory, recessed

storefront, lower cornice, punched windows, upper cornice and parapet. The

design of the facade reflects the Edwardian preference to classical details

in a simplified manner while also avoiding strict adherence to classical

rules. The upper metal parapet forms an interesting silhouette against the

sky and is one of the most elaborate on Stephen Avenue.

The historical significance of the structure lies mainly in its association

with the development of Stephen Avenue, the main artery of downtown

Calgary, which sprang from a frontier railway town to a regional metropolis

with over 80,000 people prior to World War I. It is also significant in its

association with the Calgary Milling Company itself and its role as a major

general store and marketer of locally produced flour after the turn of the

20th Century. In addition to John Irwin, several other prominent businesses

and political figures were involved with the business, including Isaac Kerr

and Peter Prince. It is significant as well for its subsequent use as a

store for silk products, and the decision of the Japanese Canadian

investors to change its name from Nippon Silks & Products to Silk-O-Lina.

It is therefore considered that the preservation and protection of the

resource is in the public interest.

Dated February 9, 2001.

Mark Rasmussen

for Dr. W.J. Byrne, Assistant Deputy Minister.

NOTICE OF INTENTION TO DESIGNATE REGISTERED HISTORIC RESOURCE

(Historical Resources Act)

File No. Des. 2050

Notice is hereby given that sixty days from date of service of this Notice,

the Minister of Community Development intends to make an Order that the

structure known as the Ukrainian Orthodox Church of the Dormition of St.

Mary of Sich-Kolomea, together with the land legally described as Meridian

4, Range 15, Township 64,

Section 5, all that portion of the south west

quarter described as follows: commencing at the south west corner of said

quarter section; thence north along the western boundary 210 feet to a

point; thence east and parallel to the southern boundary 312 feet to a

point; thence south and parallel to the western boundary 210 feet to a

point on the southern boundary; thence west along the southern boundary for

a distance of 312 feet to the point of commencement. The land described

containing .607 of a hectare (1.5 acres) more or less, excepting thereout

all mines and minerals, and municipally located in the County of Minburn

No. 27

be designated a Registered Historic Resource under

section 15 of the

Historical Resources Act, R.S.A. 1980 c.H-8 as amended.

Dated February 5, 2001.

Dr. W.J. Byrne, Assistant Deputy Minister.

_______________________________________________________________________

ORDER DESIGNATING PROVINCIAL HISTORIC RESOURCE

(Historical Resources Act)

File: Des 0851

1, Stan Woloshyn, Minister charged with the administration of the

Historical Resources Act, R.S.A. 1980, c.H-8 as amended, do hereby:

1. Pursuant to

section 16, subsection (1) of that Act, designate the

geological formation known as the Hoodoos, together with the land legally

described as portion of LSD 12,

section 7, township 28, range 18, W4M, as

shown on

Schedule A, attached and municipally located near East Coulee,

Alberta

as a Provincial Historic Resource,

2. Give notice that pursuant to

section 16, subsection (9) of that Act,

no person shall destroy, disturb, alter, restore, or repair any Provincial

Historic Resource or remove any historic object from a Provincial Historic

Resource without the written approval of the Minister.

3. Give notice that pursuant to

section 18, subsection (

c) of that Act,

no sale or other disposition of property that is the subject of an order

under

section 16(1) may be made without giving the Minister at least 60

days' notice.

Signed at Edmonton, Alberta, January 25, 2001.

Stan Wolshyn, Minister.

File: Des 1276

1, Stan Woloshyn, Minister charged with the administration of the

Historical Resources Act, R.S.A. 1980, c.H-8 as amended, do hereby:

1. Pursuant to

section 16, subsection (1) of that Act, designate the

structure known as the 1880 Anglican Church of St. Paul the Apostle and the

1874 Day School together with the land legally described as Plan 5642NY,

Block 9, Lot 15, excepting thereout all mines and minerals and municipally

located at Fort Chipewyan, Alberta

as a Provincial Historic Resource,

2. Give notice that pursuant to

section 16, subsection (9) of that Act,

no person shall destroy, disturb, alter, restore, or repair any Provincial

Historic Resource or remove any historic object from a Provincial Historic

Resource without the written approval of the Minister.

3. Further give notice that the following provisions of that act now

apply in cases of sale or inheritance of the above mentioned resource:

(11) the owner of an historic resource that is subject to an order

under subsection (1) shall at least 30 days prior to the sale or any other

disposition of the historic resource, serve notice of the proposed or other

disposition upon the Minister,

(12) when a person inherits an historic resource that is subject to

an order under subsection (1), that person shall notify the Minister of the

inheritance within 15 days of the historic resource being transferred to

him.

Signed at Edmonton, Alberta, January 31, 2001.

Stan Woloshyn, Minister.

_______________________________________________________________________

ENVIRONMENT

Alberta Fishery Regulations, 1998

Notice of Variation Order 58-2000

Commercial Fishing Seasons

The close times and quotas set out in

Schedule 8 to the Alberta Fishery

Regulations, 1998 in respect of the waters listed in the

Schedule to this

Notice have been varied by Variation Order 58-2000 by the Director of

Fisheries Management in accordance with

section 3 of the Alberta Fishery

Regulations, 1998.

Where fishing with gill nets is permitted during an open season established

by the Order, the gill net mesh size has been specified in the Order.

Pursuant to Variation Order 58-2000 commercial fishing is permitted in

accordance with the following schedule.

This order opens a commercial fishery for holders of a Metis Commercial

Fishing Licence.

SCHEDULE

PART 2

Item - 1.

Column 1 Waters - In respect of:

(3) Unnamed Lake locally known as Long

Lake (81-12-W5)

Column 2 Gear - Gill net not less than 140 mm mesh

Column 3 Open Time - 08:00 hours January 24, 2001 to 16:00 hours January

31, 2001; 08:00 hours February 9, 2001 to 16:00 hours February 16, 2001

Column 4 Species and Quota - 1) Lake whitefish: 2,250 kg; 2) Walleye: 100

kg; 3) Yellow perch: 100 kg; 4) Northern pike: 1,250 kg; 5) Tullibee: 2,250

kg; 6) Lake trout: 1 kg;

_______________________

Alberta Fishery Regulations, 1998

Notice of Variation Order 59-2000

Commercial Fishing Seasons

The close times and quotas set out in

Schedule 8 to the Alberta Fishery

Regulations, 1998 in respect of the waters listed in the

Schedule to this

Notice have been varied by Variation Order 59-2000 by the Director of

Fisheries Management in accordance with

section 3 of the Alberta Fishery

Regulations, 1998.

Where fishing with gill nets is permitted during an open season established

by the Order, the gill net mesh size has been specified in the Order.

Pursuant to Variation Order 59-2000 commercial fishing is permitted in

accordance with the following schedule.

SCHEDULE

PART 1

Item - 1.

Column 1 Waters - In respect of:

(6) Bistcho Lake (124-6-W6)

Column 2 Gear - Gill net not less than 114 mm mesh

Column 3 Open Time - 08:00 hours February 15, 2001 to 16:00 hours March 31,

Column 4 Species and Quota - 1) Lake whitefish: 7,746 kg; 2) Walleye: 9,239

kg; 3) Yellow perch: 1 kg; 4) Northern pike: 6,476 kg; 5) Tullibee: 1 kg;

6) Lake trout: 1 kg;

_______________________

Alberta Fishery Regulations, 1998

Notice of Variation Order 60-2000

Commercial Fishing Seasons

The close times and quotas set out in

Schedule 8 to the Alberta Fishery

Regulations, 1998 in respect of the waters listed in the

Schedule to this

Notice have been varied by Variation Order 60-2000 by the Director of

Fisheries Management in accordance with

section 3 of the Alberta Fishery

Regulations, 1998.

Where fishing with gill nets is permitted during an open season established

by the Order, the gill net mesh size has been specified in the Order.

Pursuant to Variation Order 60-2000 commercial fishing is permitted in

accordance with the following schedule.

SCHEDULE

PART 1

Item - 1.

Column 1 Waters - In respect of: (116)Touchwood Lake (67-10-W4)

Column 2 Gear - Gill net not less than 140 mm mesh

Column 3 Open Time - A. In respect of Touchwood Lake excluding the

following portions: - that portion south of a line connecting the northeast

point in L.S.D. 13-24-67-10-W4 to the northwest point in L.S.D.

5-30-67-9-W4; - that portion east of a line connecting the north shore at

the boundary between L.S.D. 4-25-67-10-W4 and L.S.D. 1-26-67-10-W4 to the

east shore at the eastern most point in L.S.D. 4-18-67-9-W4. - that portion

less than 15.2 metres (50 feet) deep in the remainder of the lake: 08:00

hours February 13, 2001 to 16:00 hours February 20, 2001

B. In respect of all other waters: closed.

Column 4 Species and Quota - 1) Lake whitefish: 40,000 kg; 2) Walleye: 150

kg; 3) Yellow perch: 200 kg; 4) Northern pike: 300 kg; 5) Tullibee: 5,000

kg; 6) Lake trout: 100 kg

_______________________

Alberta Fishery Regulations, 1998

Notice of Variation Order 61-2000

Commercial Fishing Seasons

The close times and quotas set out in

Schedule 8 to the Alberta Fishery

Regulations, 1998 in respect of the waters listed in the

Schedule to this

Notice have been varied by Variation Order 61-2000 by the Director of

Fisheries Management in accordance with

section 3 of the Alberta Fishery

Regulations, 1998.

Where fishing with gill nets is permitted during an open season established

by the Order, the gill net mesh size has been specified in the Order.

Pursuant to Variation Order 61-2000 commercial fishing is permitted in

accordance with the following schedule.

SCHEDULE

PART 1

Item - 1.

Column 1 Waters - In respect of:

(103.1) Snipe Lake (71-19-W5) - excluding

the following portions: - that portion south of Township 71; - that portion

in 71-18,19-W5 which is within 200 m of the shoreline; - that portion north

of a line drawn between the point where the shoreline is intersected by the

western boundary of 24-71-19-W5 and the point where the shoreline is

intersected by the southern boundary of 19-71-18-W5

Column 2 Gear - Gill net not less than 152 mm mesh

Column 3 Open Time -

A) In respect of Snipe Lake excluding the following

portion: i) - that portion less than 400 m from the shoreline: 08:00

hours February 19, 2001 to 16:00 hours February 21, 2001.

B) In respect of

all other waters: Closed

Column 4 Species and Quota - 1) Lake whitefish: 20,000 kg; 2) Walleye: 800

kg; 3) Yellow perch: 900 kg; 4) Northern pike: 2,000 kg; 5) Tullibee: 1

kg; 6) Lake trout: 1 kg

_______________________________________________________________________

GOVERNMENT SERVICES

HOSTING EXPENSES EXCEEDING $600.00

For the Period July 1, 2000 - December 31, 2000

Function: Co-operative Administrators Annual Meeting

Function Date: September 13-15, 2000

Amount: $2,656.64

Location: Edmonton, Alberta

Purpose: To discuss concerns, legislation changes and to look at successes

in the various provinces.

_______________________________________________________________________

HEALTH & WELLNESS

HOSTING EXPENSES EXCEEDING $600.00

For the period October 1 - December 31, 2000

Date Paid: October 6, 2000

Purpose: Provincial Health Workforce Steering Committee - Planning Session

Place/Vendor: Varscona Hotel

Date of Function: September 12, 2000

Amount: $1,070.94

Date Paid: November 15, 2000

Purpose: Tribute Dinner to honour Dr. John Waters

Place/Vendor: The Fairmont Hotel MacDonald

Date of Function: October 12, 2000

Amount: $1,586.00

Date Paid: November 23, 2000

Purpose: Physician Office System Vendor Information Session

Place/Vendor: Daltons Restaurant & Conference Centre

Date of Function: October 25, 2000

Amount: $1,441.42

Date Paid: November 23, 2000

Purpose: Province Wide Services Symposium

Place/Vendor: Calgary Stampede - Attn: Show Services

Date of Function: October 10, 2000 to October 11, 2000

Amount: $2,726.65

Date Paid: November 27, 2000

Purpose: Policy and Planning Branch - Business Planning Session

Place/Vendor: Crowne Plaza Chateau Lacombe Hotel

Date of Function: August 24, 2000

Amount: $1,356.43

Date Paid: November 27, 2000

Purpose: Premier's Advisory Council on Health Luncheon - Government House

Place/Vendor: Delta Hotel - Edmonton South

Date of Function: September 29, 2000

Amount: $625.27

Date Paid: November 29, 2000

Purpose: Premier's Advisory Council on Health Dinner - Government House

Place/Vendor: Delta Hotel - Edmonton South

Date of Function: November 14, 2000

Amount: $655.50

Date Paid: November 29, 2000

Purpose: Premier's Advisory Council on Health Lunch - Government House

Place/Vendor: Delta Hotel - Edmonton South

Date of Function: November 15, 2000

Amount: $684.25

Date Paid: December 15, 2000

Purpose: Provincial Health Workforce Steering Committee - meeting with

stakeholders

Place/Vendor: Delta Hotel - Edmonton South

Date of Function: December 5, 2000

Amount: $931.50

Date Paid: December 19, 2000

Purpose: Continuing Care Forum on Care Competencies for Support Workers

Place/Vendor: Delta Hotel - Edmonton South

Date of Function: December 7, 2000 to December 8, 2000

Amount: $3,191.36

Date Paid: December 20, 2000

Purpose: Policy & Planning Services Division Federal/Provincial Relations -

Alberta Primary Health Care Conference

Place/Vendor: Palliser Hotel

Date of Function: November 21, 2000 to November 22, 2000

Amount: $15,890.70

Date Paid: December 29, 2000

Purpose: Alberta We//net - CIO Planning Day

Place/Vendor: Nisku Inn

Date of Function: November 9, 2000

Amount: $652.80

_______________________________________________________________________

JUSTICE

CANCELLATION OF QUALIFIED TECHNICIAN APPOINTMENT

Royal Canadian Mounted Police "K" Division

Ross, Rory Garnet

(Date of cancellation January 30, 2001)

_______________________________________________________________________

CANCELLATION OF QUALIFIED TECHNICIAN APPOINTMENT

(INTOXILYZER 5000C)

Royal Canadian Mounted Police "K" Division

Maxwell, Sean Whitelaw

Williams, Christopher Andrew Anthony

(Date of cancellation January 30, 2001)

_______________________________________________________________________

DESIGNATION OF QUALIFIED TECHNICIAN APPOINTMENT

Royal Canadian Mounted Police "F" Division

Beechy, Hugh John

Campbell, Patricia Irene

Foerster, Frederick George

Hauser, Heinz Joachim

Schneider, Robert

(Date of designation January 31, 2001)

_______________________________________________________________________

DESIGNATION OF QUALIFIED TECHNICIAN APPOINTMENT

(INTOXILYZER 5000C)

Royal Canadian Mounted Police "F" Division

Maxwell, Sean Whitelaw

Williams, Christopher Andrew Anthony

(Date of designation January 30, 2001)

_______________________________________________________________________

RESOURCE DEVELOPMENT

UNIT AGREEMENT

(Mines and Minerals Act)

Notice is hereby given, pursuant to

section 146 of the Mines and Minerals

Act, that the Minister of Resource Development on behalf of the Crown has

executed counterparts of the agreement entitled "Unit Agreement - Redland

Unit" with respect to M4 R22 T28: 30; 31; M4 R23 T28: 25 to remove these

sections as to the Glauconitic Formation only, and that this amending

agreement became effective April 1, 2000.

_______________________________________________________________________

SAFETY CODES COUNCIL

AGENCY ACCREDITATION

(Safety Codes Act)

Pursuant to

section 26 of the Alberta Safety Codes Act, it is hereby

ordered that

- Powerline Specialists Inc., Accreditation No. A000289, Order No.

O00001319, February 6, 2001

authorized to provide services under the Alberta Safety Codes Act for

Electrical.

_______________________________________________________________________

AGENCY ACCREDITATION - CANCELLATION OF

(Safety Codes Act)

Pursuant to

section 26(5) of the Alberta Safety Codes Act, it is hereby

ordered that

- SCO Services, Accreditation No. A000163, Order No. R00000034, January

30, 2001

Having voluntarily withdrawn from the accreditation issued August 21, 1995

to administer the Alberta Safety Codes Act under the Order No. O00000233,

the agency's

accreditation is hereby revoked in the discipline of Fire and the agency is

to cease administering the Safety Codes Act

_______________________________________________________________________

JOINT MUNICIPAL ACCREDITATION

(Safety Codes Act)

Pursuant to

section 23 of the Alberta Safety Codes Act, it is hereby

ordered that the municipalities listed in this order, having satisfied the

administer the Alberta Safety Codes Act within their jurisdiction for

Building, all parts of the Alberta Building Code, excluding any or all

things, processes or activities owned by or under the care and control of

Corporations accredited by the Safety Codes Council

Accreditation No. J000115, Order No. O00000575, December 21, 1995

Municipal District of Bonnyville No. 87; Town of Bonnyville; City of Cold

Lake; Village of Glendon; Summer Village of Bonnyville Beach; Summer

Village of Pelican Narrows

_______________________

Pursuant to

section 23 of the Alberta Safety Codes Act, it is hereby

ordered that the municipalities listed in this order, having satisfied the

administer the Alberta Safety Codes Act within their jurisdiction for Fire,

all parts of the Alberta Fire Code including investigations, excluding any

or all things, processes or activities owned by or under the care and

control of Corporations accredited by the Safety Codes Council

Accreditation No. J000115, Order No. O00000576, December 21, 1995

Municipal District of Bonnyville No. 87; Town of Bonnyville; City of Cold

Lake; Village of Glendon; Village of Plamondon; Summer Village of

Bonnyville Beach; Summer Village of Pelican Narrows

_______________________

Pursuant to

section 23 of the Alberta Safety Codes Act, it is hereby

ordered that the municipalities listed in this order, having satisfied the

administer the Alberta Safety Codes Act within their jurisdiction for

Plumbing, all parts of the Canadian Plumbing Code, Alberta Amendments and

Regulations, excluding any or all things, processes or activities owned by

or under the care and control of Corporations accredited by the Safety

Codes Council

Accreditation No. J000115, Order No. O00000775, March 27, 1996

Municipal District of Bonnyville No. 87; Town of Bonnyville; City of Cold

Lake; Village of Glendon; Summer Village of Bonnyville Beach; Summer

Village of Pelican Narrows

_______________________

Pursuant to

section 23 of the Alberta Safety Codes Act, it is hereby

ordered that the municipalities listed in this order, having satisfied the

administer the Alberta Safety Codes Act within their jurisdiction for Gas,

all parts of the Canadian Gas Association, Propane and Natural Gas Codes,

Alberta Amendments and Regulations, excluding Propane and Natural Gas

Highway Vehicle Conservations

Accreditation No. J000115, Order No. O00000776, March 27, 1996

Municipal District of Bonnyville No. 87; Town of Bonnyville; City of Cold

Lake; Village of Glendon; Summer Village of Bonnyville Beach; Summer

Village of Pelican Narrows

Pursuant to

section 23 of the Alberta Safety Codes Act, it is hereby

ordered that the municipalities listed in this order, having satisfied the

administer the Alberta Safety Codes Act within their jurisdiction for

Electrical, excluding any or all things, processes or activities owned by

or under the care and control of Corporations accredited by the Safety

Codes Council

Accreditation No. J000115, Order No. O00000905, October 10, 1996

Municipal District of Bonnyville No. 87; Town of Bonnyville; City of Cold

Lake; Village of Glendon; Summer Village of Bonnyville Beach; Summer

Village of Pelican Narrows

_______________________________________________________________________

MUNICIPAL ACCREDITATION

(Safety Codes Act)

Pursuant to

section 23 of the Alberta Safety Codes Act, it is hereby

ordered that

- Woodlands County, Accreditation No. M000217, Order No. O00000861,

July 22, 1996

authorized to administer the Alberta Safety Codes Act within their

jurisdiction for Fire, all parts of the Alberta Fire Code, including

investigations. Excluding any or all things, processes or activities owned

by or under the care and control of Corporations accredited by the Safety

Codes Council.

_______________________________________________________________________

ALBERTA SECURITIES COMMISSION

NATIONAL INSTRUMENT 81-101

MUTUAL FUND PROSPECTUS DISCLOSURE

AMENDMENTS TO

FORM 81-101F1

CONTENTS OF SIMPLIFIED PROSPECTUS

AND

FORM 81-101F2

CONTENTS OF ANNUAL INFORMATION FORM

PART 1 AMENDMENTS TO NATIONAL INSTRUMENT 81-101

1.1 Amendments to National Instrument 81-101

(1) National Instrument 81-101 is amended by the deletion of

the definition of "material contract" in

section 1.1 and the substitution

of the following:

"material contract" means, for a mutual fund, a

contract listed in the annual information form of the mutual fund in

response to Item 16 of Form 81-101F2 Contents of Annual Information Form;"

(2) National Instrument 81-101 is amended by the deletion of

the words "made by" and the substitution of the word "of" in subparagraphs

2.3(1)(b)(i), 2.3(2)(a)(i), 2.3(3)(a)(i), 2.3(4)(a)(

i) and 2.3(5)(a)(i).

(3) National Instrument 81-101 is amended by the addition of

the following as subsection 2.3(6):

"

(6) Despite any other provision of this section, a

mutual fund may delete commercial or financial information from the copy of

an agreement of the mutual fund, its manager or trustee with a portfolio

adviser or portfolio advisers of the mutual fund filed under this

section

if the disclosure of that information could reasonably be expected to

(

a) prejudice significantly the competitive

position of a party to the agreement; or

(

b) interfere significantly with negotiations in

which parties to the agreement are involved.".

PART 2 AMENDMENTS TO FORM 81-101F1

2.2 Amendments to Form 81-101F1

(1) The "General Instructions" of Form 81-101F1 are amended

by the addition of the following sentence at the end of subsection (2):

"However, subsection 1.3(3) of National Instrument 81-102

does not apply to this Form."

(2) The "General Instructions" of Form 81-101F1 are amended

by the addition of the following immediately after subsection (20):

"Multi-Class Mutual Funds

(21) A mutual fund that has more than one class or

series that are referable to the same portfolio may treat each class or

series as a separate mutual fund for purposes of this Form, or may combine

disclosure of one or more of the classes or series in one simplified

prospectus. If disclosure pertaining to more than one class or series is

combined in one simplified prospectus, separate disclosure in response to

each Item in this Form must be provided for each class or series unless the

responses would be identical for each class or series.

(22) As provided in National Instrument 81-102, a

section, part, class or series of a class of securities of a mutual fund

that is referable to a separate portfolio of assets is considered to be a

separate mutual fund. Those principles are applicable to National

Instrument 81-101 and this Form.".

(3) Item 1 of Part A of Form 81-101F1 is amended by

(

a) the deletion of subsection 1.1(2) and the

substitution of the following:

"

(2) Indicate on the front cover the name of the

mutual fund to which the simplified prospectus pertains. If the mutual

fund has more than one class or series of securities, indicate the

name of each of those classes or series covered in the

simplified prospectus."; and

(

b) the deletion of subsection 1.2(2) and the

substitution of the following:

"

(2) Indicate on the front cover the names of the

mutual funds and, at the option of the mutual funds, the name of the

mutual fund family, to which the document pertains. If the mutual fund has

more than one class or series of securities, indicate the name of each of

those classes or series covered in the simplified prospectus.".

(4) Item 6 of Part B of Form 81-101F1 is amended by the

addition of the following as subsection (5):

"

(5) For an index mutual fund,

(

a) disclose the name or names of the permitted

index or permitted indices on which the investments of the index mutual

fund are based,

(

b) briefly describe the nature of that permitted

index or those permitted indices,

(

c) for the 12 month period immediately preceding

the date of the simplified prospectus,

(

i) indicate whether one or more securities

represented more than 10 percent of that permitted index or those permitted

indices,

(ii) identify that security or securities,

and

(iii) disclose the maximum percentage of the

permitted index or permitted indices that that security or those securities

represented in the 12 month period, and

(

d) disclose the percentage of the permitted

index that the security or securities referred to in paragraph (

c) represented at the most recent date for which that information is

available.".

(5) Item 7 of Part B of Form 81-101F1 is amended by the

addition of the following as subsection (8):

"

(8) If the mutual fund intends to enter into securities

lending, repurchase or reverse repurchase transactions under sections 2.12,

2.13 or 2.14 of National Instrument 81-102

(

a) state that the mutual fund may enter into

securities lending, repurchase or reverse repurchase transactions; and

(

b) briefly describe

(

i) how those transactions are or will be

entered into in conjunction with other strategies and investments of the

mutual fund to achieve the mutual fund's investment objectives;

(ii) the types of those transactions to be

entered into and give a brief description of the nature of each type, and

(iii) the limits of the mutual fund's

entering into of those transactions.".

(6) Item 9 of Part B of Form 81-101F1 is amended by

(

a) the addition of the following as subsections (5),

(6) and (7):

"

(5) For an index mutual fund, disclose that the

mutual fund may, in basing its investment decisions on one or more

permitted indices, have more of its net assets invested in one or more

issuers than is usually permitted for mutual funds, and disclose the risks

associated with that fact, including the possible effect of that fact on

the liquidity and diversification of the mutual fund, its ability to

satisfy redemption requests and on the volatility of the mutual fund.

(6) If, at any time during the 12 month period

immediately preceding the date of the simplified prospectus, more than 10

percent of the net assets of a mutual fund were invested in the securities

of an issuer, other than a government security or a security issued by a

clearing corporation, disclose

(

a) the name of the issuer and the

securities;

(

b) the maximum percentage of the net

assets of the mutual fund that securities of that issuer represented during

the 12 month period; and

(

c) disclose the risks associated with

these matters, including the possible or actual effect of that fact on the

liquidity and diversification of the mutual fund, its ability to satisfy

redemption requests and on the volatility of the mutual fund.

(7) If the mutual fund is to enter into

securities lending, repurchase or reverse repurchase transactions, describe

the risks associated with the mutual fund entering into those

transactions.";

(

b) the addition of the following as Instruction (6):

"In responding to subsection (6) above, it is

necessary to disclose only that at a time during the 12 month period

referred to, more than 10 percent of the net assets of the mutual fund were

invested in the securities of an issuer. Other than the maximum percentage

required to be disclosed under paragraph (6)(b), the mutual fund is not

required to provide particulars or a

summary of any such occurrences.".

(7) Item 11.1 of Part B of Form 81-101F1 is amended by

(

a) the addition of the following as subsection (8):

"

(8) A reference to "the inception of a mutual fund" in

Item 11 refers to the time at which the mutual fund first began

distributing its securities under a simplified prospectus."; and

(

b) the deletion of subparagraph 11.3(3)(b)(iii).

(8) Item 13.2 of Part B of Form 81-101F1 is amended by

(

a) the deletion of the words "and operating expenses"

in paragraph 13.2(2)(c); and

(

b) the addition of the following as subsection (4):

"

(4) If the management expense ratio of the mutual fund

is composed, in part, of fees charged directly to investors, include

disclosure of that fact. The management expense ratio used in calculating

the disclosure to be provided under this Item should be the management

expense ratio that includes these fees directly charged to investors; that

is, the management expense ratio calculated in accordance with the general

rules of

Part 16 of National Instrument 81-102."; and

(

c) the renumbering of existing subsection (4) as

subsection (5), and the addition of the words "which are not included in

the calculation of management expense ratio" at the end of that subsection.

PART 1 AMENDMENTS TO FORM 81-101F2

1.1 Amendments to Form 81-101F2

(1) The "General Instructions" of Form 81-101F2 are amended

by the addition of the following sentence at the end of subsection (2):

"However, subsection 1.3(3) of National Instrument 81-102

does not apply to this Form.".

(2) The "General Instructions" of Form 81-101F2 are amended

by the addition of the following immediately after subsection (13):

"Multi-Class Mutual Funds

(14) A mutual fund that has more than one class or

series that are referable to the same portfolio may treat each class or

series as a separate mutual fund for purposes of this Form, or may combine

disclosure of one or more of the classes or series in one annual

information form. If disclosure pertaining to more than one class or

series is combined in one annual information form, separate disclosure in

response to each Item in this Form must be provided for each class or

series unless the responses would be identical for each class or series.

(15) As provided in National Instrument 81-102, a

section, party, class or series of a class of securities of a mutual fund

that is referable to a separate portfolio of assets is considered to be a

separate mutual fund. Those principles are applicable to National

Instrument 81-101 and this Form.".

(3) Item 1 of Form 81-101F2 is amended by

(

a) the deletion of subsection 1.1(2) and the

substitution of the following:

"

(2) Indicate on the front cover the name of the

mutual fund to which the annual information form pertains. If the mutual

fund has more than one class or series of securities, indicate

the name of each of those classes or series covered in the

annual information form."; and

(

b) the deletion of subsection 1.2(2) and the

substitution of the following:

"

(2) Indicate on the front cover the names of the

mutual funds and, at the option of the mutual funds, the name of the

mutual fund family to which the document pertains. If the mutual fund has

more than one class or series of securities, indicate the name of each of

those classes or series covered in the document.".

(4) Item 12 of Form 81-101F2 is amended by the addition of

the following as subsections (4) and (5):

"

(4) If the mutual fund intends to enter into securities

lending, repurchase or reverse repurchase transactions, describe the

policies and practices of the mutual fund to manage the risks associated

with those transactions.

(5) In the disclosure provided under subsection (4),

include disclosure of

(

a) the involvement of an agent to administer the

transactions on behalf of the mutual fund, and the details of the

instructions provided by the mutual fund to the agent under the agreement

between the mutual fund and the agent;

(

b) whether there are written policies and

procedures in place that set out the objectives and goals for securities

lending, repurchase transactions or reverse repurchase transactions, and

the risk management procedures applicable to the mutual fund's entering

into of those transactions;

(

c) who is responsible for setting and reviewing

the agreement referred to in paragraph (

a) and the policies and procedures

referred to in paragraph (b), how often the policies and procedures are

reviewed, and the extent and nature of the involvement of the board of

directors or trustee in the risk management process;

(

d) whether there are limits or other controls in

place on the entering into of those transactions by the mutual fund and who

is responsible for authorizing those limits or other controls on those

transactions;

(

e) whether there are individuals or groups that

monitor the risks independent of those who enter into those transactions on

behalf of the mutual fund; and

(

f) whether risk measurement procedures or

simulations are used to test the portfolio under stress conditions.".

(5) Item 15 of Form 81-101F2 is amended by the addition of

the following as subsection (3):

"

(3) For a mutual fund that is a trust, describe the

arrangements, including the amounts paid and expenses reimbursed, under

which compensation

was paid or payable by the mutual fund during the most recently

completed financial year of the mutual fund for the services of the trustee

or trustees of the mutual fund.".

PART 4 EFFECTIVE DATE

4.1 Effective Date - This Amendment comes into force on May 2,

________________________________________________________________________

AMENDMENT TO

COMPANION POLICY 81-101CP

MUTUAL FUND PROSPECTUS DISCLOSURE

PART 1 AMENDMENTS

1.1 Amendments

(1) Companion Policy 81-101CP is amended by the substitution

of the reference to "section 2.2" in

section 2.5 with a reference to

"section 2.3".

(2) Companion Policy 81-101CP is amended by the deletion of

section 2.6 and the substitution of the following:

"

(1) Section 2.3 of the Instrument and other Canadian

securities legislation require supporting documents to be filed with a

simplified prospectus and annual information form and amendments. A list

of documents required is set out in an Appendix to National Policy 43-201

Mutual Reliance System for Prospectus and Initial AIFs.

(2) Subsection 2.3(6) of the Instrument permits the

filing of certain material contracts from which certain commercial or

financial information was deleted in order to be kept confidential. The

Canadian securities regulatory authorities are of the view that information

such as fees and expenses and non-competition clauses is the type of

information that could be kept confidential under this provision. In these

cases, the benefits of disclosing that information to the public are

outweighed by the potentially adverse consequences of disclosure for mutual

fund managers and portfolio advisers. However, the basic terms of these

agreements must be included in the contracts that are filed. These terms

would include the provisions relating to the term and termination of the

agreements and the rights and responsibilities of the parties to the

agreements.".

PART 2 EFFECTIVE DATE

2.1 Effective Date - This Amendment comes into force on May 2, 2001.

________________________________________________________________________

AMENDMENT TO

NATIONAL INSTRUMENT 81-102

MUTUAL FUNDS

PART

(1) AMENDMENTS

1.1 Amendments

(1) Section 1.1 of National Instrument 81-102 Mutual Funds is

amended by

(

a) the addition of the following as paragraphs 5 and 6

of the definition of "cash cover":

"5. Securities purchased by the mutual fund in a

reverse repurchase transaction under

section 2.14, to the extent of the

cash paid for those securities by the mutual fund.

6. Commercial paper that has a term to maturity

of 365 days or less and an approved credit rating and that was issued by a

person or company other than a government or permitted supranational

agency.";

(

b) the deletion of the definition of "index mutual

fund" and the substitution of the following:

"index mutual fund" means a mutual fund that has

adopted fundamental investment objectives that require the mutual fund to

(

a) hold the securities that are included in a

permitted index or permitted indices of the mutual fund in substantially

the same proportion as those securities are reflected in that permitted

index or those permitted indices, or

(

b) invest in a manner that causes the mutual

fund to replicate the performance of that permitted index or those

permitted indices;";

(

c) the addition of the following definition:

"permitted index" means, in relation to a mutual

fund, a market index that is

(

a) both

(

i) administered by an organization that is

not affiliated with any of the mutual fund, its manager, its portfolio

adviser or its principal distributor, and

(ii) available to persons or companies other

than the mutual fund, or

(

b) widely recognized and used;";

(

d) the addition of the following definition:

" `qualified security' means

(

a) an evidence of indebtedness that is issued,

or fully and unconditionally guaranteed as to principal and interest, by

government of a jurisdiction,

(ii) the government of the United States of

America, the government of one of the states of the United States of

America, the government of another sovereign state, or a permitted

supranational agency, if, in each case, the evidence of indebtedness has an

approved credit rating, or

(iii) a Canadian financial institution or a

financial institution that is not incorporated or organized under the laws

of Canada or of a jurisdiction if, in either case, evidences of

indebtedness of that issuer or guarantor that are rated as short term debt

by an approved credit rating organization have an approved credit rating,

(

b) commercial paper that has a term to maturity

of 365 days or less and an approved credit rating and that was issued by a

person or company other than a government or permitted supranational

agency;" and

(

e) the deletion of item 1 of paragraph (

b) of the

definition of "sales communication", and the renumbering of existing items

2 through 6 of that paragraph as items 1 through 5.

(2) National Instrument 81-102 is amended by the renumbering

section 1.3 as subsection 1.3(1), and by the addition of the following

as subsections 1.3(2) and (3):

"

(2) A mutual fund that renews or extends a securities

lending, repurchase or reverse repurchase transaction is entering into a

securities lending, repurchase or reverse repurchase agreement for the

purposes of

section 2.12, 2.13 or 2.14.".

(3) In this Instrument, a reference to a "simplified

prospectus" includes a prospectus, a reference to a "preliminary simplified

prospectus" includes a preliminary prospectus and a reference to a "pro

forma simplified prospectus" includes a pro forma prospectus.

(3) National Instrument 81-102 is amended by

(

a) the deletion of the words "prospectus or" in each

of paragraph 1.2(a), paragraph 8.1(a), paragraph 17.3(2)(

a) and paragraph

20.4(b);

(

b) the addition of the word "simplified" immediately

before the word "prospectus" in paragraph 1.2(b); and

(

c) the deletion of the words "preliminary prospectus

or" and "prospectus or" in subsection 15.4(9).

(4) Section 2.1 of National Instrument 81-102 Mutual Funds is

amended by the addition of the following as subsections 2.1(5), (6) and

(7):

"

(5) Despite subsection (1), an index mutual fund, the

name of which includes the word "index", may purchase a security, enter

into a specified derivatives transaction or purchase index participation

units if required to allow the index mutual fund to satisfy its fundamental

investment objectives.

(6) An index mutual fund shall not rely on the relief

provided by subsection (5) unless

(

a) its simplified prospectus contains the

disclosure referred to in subsection (5) of Item 6 and subsection (5) of

Item 9 of Part B of Form 81-101F1 Contents of Simplified Prospectus; and

(

b) the index mutual fund has provided to its

securityholders written notice given not less than 60 days before it first

relies on the relief provided by subsection (5), that discloses that it

may, from time to time, rely on that relief and that contains the

disclosure referred to in paragraph (a).

(7) Paragraph (6)(

b) does not apply if each simplified

prospectus of the index mutual fund since its inception contains the

disclosure referred to in paragraph (6)(a).

(5) National Instrument 81-102 is amended by the deletion of

subsections 2.7(1) and (2) and the substitution of the following:

"

(1) A mutual fund shall not purchase an option that is

not a clearing corporation option or a debt-like security or enter into a

swap or a forward contract unless

(

a) in the case of an option, swap or forward

contract, the option, swap or contract has a remaining term to maturity of

(

i) three years or less, or

(ii) between three and five years if, at the

time of the transaction, the option, swap or contract provides the mutual

fund with a right, at its election, to eliminate its exposure under the

option, swap or contract no later than three years after the mutual fund

has purchased the option or entered into the swap or contract; and

(

b) at the time of the transaction, the option,

debt-like security, swap or contract, or equivalent debt of the

counterparty, or of a person or company that has fully and unconditionally

guaranteed the obligations of the counterparty in respect of the option,

debt-like security, swap or contract, has an approved credit rating.

(2) If the credit rating of an option that is not a

clearing corporation option, the credit rating of a debt-like security,

swap or forward contract, or the credit rating of the equivalent debt of

the writer or guarantor of the option, debt-like security, swap or

contract, falls below the level of approved credit rating while the option,

debt-like security, swap or contract is held by a mutual fund, the mutual

fund shall take the steps that are reasonably required to close out its

position in the option, debt-like security, swap or contract in an orderly

and timely fashion.".

(6) National Instrument 81-102 is amended by the addition of

the following as

section 2.12:

"2.12 Securities Loans

(1) Despite any other provision of this Instrument, a

mutual fund may enter into a securities lending transaction as lender if

the following conditions are satisfied for the transaction:

1. The transaction is administered and

supervised in the manner required by sections 2.15 and 2.16.

2. The transaction is made under a written

agreement that implements the requirements of this section.

3. Securities are loaned by the mutual fund in

exchange for collateral.

4. The securities transferred, either by the

mutual fund or to the mutual fund as collateral, as part of the transaction

are immediately available for good delivery under applicable legislation.

5. The collateral to be delivered to the mutual

fund at the beginning of the transaction

(

a) is received by the mutual fund either

before or at the same time as it delivers the loaned securities; and

(

b) has a market value equal to at least

102 percent of the market value of the loaned securities.

6. The collateral to be delivered to the mutual

fund is one or more of

(

a) cash;

(

b) qualified securities;

(

c) securities that are immediately

convertible into, or exchangeable for, securities of the same issuer, class

or type, and the same term, if applicable, as the securities that are being

loaned by the mutual fund, and in at least the same number as those loaned

by the mutual fund; or

(

d) irrevocable letters of credit issued by

a Canadian financial institution that is not the counterparty, or an

affiliate of the counterparty, of the mutual fund in the transaction, if

evidences of indebtedness of the Canadian financial institution that are

rated as short term debt by an approved credit rating organization have an

approved credit rating.

7. The collateral and loaned securities are

marked to market on each business day, and the amount of collateral in the

possession of the mutual fund is adjusted on each business day to ensure

that the market value of collateral maintained by the mutual fund in

connection with the transaction is at least 102 percent of the market value

of the loaned securities.

8. If an event of default by a borrower occurs,

the mutual fund, in addition to any other remedy available under the

agreement or applicable law, has the right under the agreement to retain

and dispose of the collateral to the extent necessary to satisfy its claims

under the agreement.

9. The borrower is required to pay promptly to

the mutual fund amounts equal to and as compensation for all dividends and

interest paid, and all distributions made, on the loaned securities during

the term of the transaction.

10. The transaction is a "securities lending

arrangement" under

section 260 of the ITA.

11. The mutual fund is entitled to terminate the

transaction at any time and recall the loaned securities within the normal

and customary settlement period for securities lending transactions in the

market in which the securities are lent.

12. Immediately after the mutual fund enters into

the transaction, the aggregate market value of all securities loaned by the

mutual fund in securities lending transactions and not yet returned to it

or sold by the mutual fund in repurchase transactions under

section 2.13

and not yet repurchased does not exceed 50 percent of the total assets of

the mutual fund, and for such purposes collateral held by the mutual fund

for the loaned securities and cash held by the mutual fund for the sold

securities shall not be included in total assets.

(2) A mutual fund may hold all cash delivered to it as

the collateral in a securities lending transaction or may use the cash to

purchase

(

a) qualified securities having a remaining term

to maturity no longer than 90 days;

(

b) securities under a reverse repurchase

agreement permitted by

section 2.14; or

(

c) a combination of the securities referred to

in paragraphs (

a) and (b).

(3) A mutual fund, during the term of a securities

lending transaction, shall hold all, and shall not invest or dispose of

any, non-cash collateral delivered to it as collateral in the

transaction.".

(7) National Instrument 81-102 is amended by the addition of

the following as

section 2.13:

"2.13 Repurchase Transactions

(1) Despite any other provision of this Instrument, a

mutual fund may enter into a repurchase transaction if the following

conditions are satisfied for the transaction:

1. The transaction is administered and

supervised in the manner required by sections 2.15 and 2.16.

2. The transaction is made under a written

agreement that implements the requirements of this section.

3. Securities are sold for cash by the mutual

fund, with the mutual fund assuming an obligation to repurchase the

securities for cash.

4. The securities transferred by the mutual fund

as part of the transaction are immediately available for good delivery

under applicable legislation.

5. The cash to be delivered to the mutual fund

at the beginning of the transaction

(

a) is received by the mutual fund either

before or at the same time as it delivers the sold securities; and

(

b) is in an amount equal to at least 102

percent of the market value of the sold securities.

6. The sold securities are marked to market on

each business day, and the amount of sale proceeds in the possession of the

mutual fund is adjusted on each business day to ensure that the amount of

cash maintained by the mutual fund in connection with the transaction is at

least 102 percent of the market value of the sold securities.

7. If an event of default by a purchaser occurs,

the mutual fund, in addition to any other remedy available under the

agreement or applicable law, has the right under the agreement to retain or

dispose of the sale proceeds delivered to it by the purchaser to the extent

necessary to satisfy its claims under the agreement.

8. The purchaser of the securities is required

to pay promptly to the mutual fund amounts equal to and as compensation for

all dividends and interest paid, and all distributions made, on the sold

securities during the term of the transaction.

9. The transaction is a "securities lending

arrangement" under

section 260 of the ITA.

10. The term of the repurchase agreement, before

any extension or renewal that requires the consent of both the mutual fund

and the purchaser, is not more than 30 days.

11. Immediately after the mutual fund enters into

the transaction, the aggregate market value of all securities loaned by the

mutual fund in securities lending transactions under

section 2.12 and not

yet returned to it or sold by the mutual fund in repurchase transactions

and not yet repurchased does not exceed 50 percent of the total assets of

the mutual fund, and for such purposes collateral held by the mutual fund

for the loaned securities and the cash held by the mutual fund for the sold

securities shall not be included in total assets.

(2) A mutual fund may hold cash delivered to it as

consideration for sold securities in a repurchase transaction or may use

the cash to purchase

(

a) qualified securities having a remaining term

to maturity no longer than 30 days;

(

b) securities under a reverse repurchase

agreement permitted by

section 2.14; or

(

c) a combination of the securities referred to

in paragraphs (

a) and (b).".

(8) National Instrument 81-102 is amended by the addition of

the following as

section 2.14:

"2.14 Reverse Repurchase Transactions

(1) Despite any other provision of this Instrument, a

mutual fund may enter into a reverse repurchase transaction if the

following conditions are satisfied for the transaction:

1. The transaction is administered and

supervised in the manner required by sections 2.15 and 2.16.

2. The transaction is made under a written

agreement that implements the requirements of this section.

3. Qualified securities are purchased for cash

by the mutual fund, with the mutual fund assuming the obligation to resell

them for cash.

4. The securities transferred as part of the

transaction are immediately available for good delivery under applicable

legislation.

5. The securities to be delivered to the mutual

fund at the beginning of the transaction

(

a) are received by the mutual fund either

before or at the same time as it delivers the cash used by it to purchase

those securities; and

(

b) have a market value equal to at least

102 percent of the cash paid for the securities by the mutual fund.

6. The purchased securities are marked to market

on each business day, and either the amount of cash paid for the purchased

securities or the amount of purchased securities in the possession of the

seller or the mutual fund is adjusted on each business day to ensure that

the market value of purchased securities held by the mutual fund in

connection with the transaction is not less than 102 percent of the cash

paid by the mutual fund.

7. If an event of default by a seller occurs,

the mutual fund, in addition to any other remedy available in the agreement

or applicable law, has the right under the agreement to retain or dispose

of the purchased securities delivered to it by the seller to the extent

necessary to satisfy its claims under the agreement.

8. The transaction is a "securities lending

arrangement" under

section 260 of the ITA.

9. The term of the reverse repurchase agreement,

before any extension or renewal that requires the consent of both the

seller and the mutual fund, is not more than 30 days.

(9) National Instrument 81-102 is amended by the addition of

the following as

section 2.15:

"2.15 Agent for Securities Lending, Repurchase and

Reverse Repurchase Transactions

(1) The manager of a mutual fund shall appoint an

agent or agents to act on behalf of the mutual fund in administering the

securities lending and repurchase transactions entered into by the mutual

fund.

(2) The manager of a mutual fund may appoint an

agent or agents to act on behalf of the mutual fund to administer the

reverse repurchase transactions entered into by the mutual fund.

(3) The custodian or a sub-custodian of the

mutual fund shall be the agent appointed under subsection (1) or (2).

(4) The manager of a mutual fund shall not

authorize an agent to enter into a securities lending, repurchase or, if

applicable, reverse repurchase transactions on behalf of the mutual fund

until the agent enters into a written agreement with the manager and the

mutual fund in which

(

a) the mutual fund and the manager provide

instructions to the agent on the parameters to be followed in entering into

the type of transactions to which the agreement pertains;

(

b) the agent agrees to comply with this

Instrument, accepts the standard of care referred to in subsection (5) and

agrees to ensure that all transactions entered into by it on behalf of the

mutual fund will comply with this Instrument; and

(

c) the agent agrees to provide to the

mutual fund and the manager regular, comprehensive and timely reports

summarizing the mutual fund's securities lending, repurchase and reverse

repurchase transactions, as applicable.

(5) An agent appointed under this section, in

administering the securities lending, repurchase and, if applicable,

reverse repurchase transactions of the mutual fund shall exercise the

degree of care, diligence and skill that a reasonably prudent person would

exercise in the circumstances.".

(10) National Instrument 81-102 is amended by the addition of

the following as

section 2.16:

"2.16 Controls and Records

(1) A mutual fund shall not enter into transactions

under sections 2.12, 2.13 or 2.14 unless,

(

a) for transactions to be entered into through

an agent appointed under

section 2.15, the manager has reasonable grounds

to believe that the agent has established and maintains appropriate

internal controls and procedures and records; and

(

b) for reverse repurchase transactions directly

entered into by the mutual fund without an agent, the manager has

established and maintains appropriate internal controls, procedures and

records.

(2) The internal controls, procedures and records

referred to in subsection (1) shall include

(

a) a list of approved borrowers, purchasers and

sellers based on generally accepted creditworthiness standards;

(

b) as applicable, transaction and credit limits

for each counterparty; and

(

c) collateral diversification standards.

(3) The manager of a mutual fund shall, on a periodic

basis not less frequently than annually,

(

a) review the agreements with any agent

appointed under

section 2.15 to determine if the agreements are in

compliance with this Instrument;

(

b) review the internal controls described in

subsection (2) to ensure their continued adequacy and appropriateness;

(

c) make reasonable enquiries as to whether the

agent is administering the securities lending, repurchase or reverse

repurchase transactions of the mutual fund in a competent and responsible

manner, in conformity with the requirements of this Instrument and in

conformity with the agreement between the agent, the manager and the mutual

fund entered into under subsection 2.15(4);

(

d) review the terms of any agreement between the

mutual fund and an agent entered into under subsection 2.15(4) in order to

determine if the instructions provided to the agent in connection with the

securities lending, repurchase or reverse repurchase transactions of the

mutual fund continue to be appropriate; and

(

e) make or cause to be made any changes that may

be necessary to ensure that

(

i) the agreements with agents are in

compliance with this Instrument,

(ii) the internal controls described in

subsection (2) are adequate and appropriate,

(iii) the securities lending, repurchase or

reverse repurchase transactions of the mutual fund are administered in the

manner described in paragraph (c), and

(iv) the terms of each agreement between the

mutual fund and an agent entered into under subsection 2.15(4) are

appropriate.".

(11) National Instrument 81-102 is amended by the addition of

the following as

section 2.17:

"2.17 Commencement of Securities Lending, Repurchase and

Reverse Repurchase Transactions by a Mutual Fund

(1) A mutual fund shall not enter into securities

lending, repurchase or reverse repurchase transactions unless

(

a) its simplified prospectus contains the

disclosure required for mutual funds entering into those types of

transactions; and

(

b) the mutual fund has provided to its

securityholders, not less than 60 days before it begins entering into those

types of transactions, written notice that discloses its intent to begin

entering into those types of transactions and the disclosure required for

mutual funds entering into those types of transactions.

(2) Paragraph (1)(

b) does not apply to a mutual

fund that has entered into reverse repurchase agreements as permitted by a

decision of the securities regulatory authority or regulator.

(12) National Instrument 81-102 is amended by the deletion of

section 4.2 and the substitution of the following:

"4.2 Self-Dealing

(1) A mutual fund shall not purchase a security

from, sell a security to, or enter into a securities lending, repurchase or

reverse repurchase transaction under

section 2.12, 2.13 or 2.14 with, any

of the following persons or companies:

1. The manager, portfolio adviser