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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
THOMSON REUTERS CORPORATION
THOMSON REUTERS PLC
(Name of Issuer)
COMMON SHARES OF THOMSON REUTERS CORPORATION
(Title of Class of Securities)
884903 10 5
(CUSIP Number)
September 10, 2009
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
þ Rule 13d-1(b)
o Rule 13d-1(c)
o Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. |
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884903 10 5 |
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2 |
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of |
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7 |
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1 |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
THE BANK OF NOVA SCOTIA |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o Joint Filing |
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3 |
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SEC USE ONLY |
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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CANADA |
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5 |
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SOLE VOTING POWER |
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NUMBER OF |
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1,408,322 common shares of Thomson Reuters Corporation |
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SHARES |
6 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
7 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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1,408,322 common shares of Thomson Reuters Corporation |
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WITH: |
8 |
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SHARED DISPOSITIVE POWER |
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0 |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,408,322 common shares of Thomson Reuters Corporation |
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10 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o |
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The number of shares in row (9) excludes the 455,568,245 common shares of Thomson Reuters Corporation owned by The Woodbridge Company Limited referred to in the Explanatory Note, with respect to which The Bank of Nova Scotia is disclaiming beneficial ownership as well as additional common shares of Thomson Reuters Corporation held by The Bank of Nova Scotia Trust Company. |
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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0.169% common shares of Thomson Reuters Corporation |
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12 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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FI |
Note: The ownership percentages set forth herein are based on the
829,050,674 Common Shares outstanding as of September 14, 2009, as indicated in a certificate of Computershare Trust
Company of Canada, the transfer agent for the Common Shares, dated September 15, 2009.
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CUSIP No. |
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884903 10 5 |
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Page |
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3 |
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of |
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7 |
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1 |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
THE BANK OF NOVA SCOTIA TRUST COMPANY |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o Joint Filing |
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3 |
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SEC USE ONLY |
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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CANADA |
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5 |
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SOLE VOTING POWER |
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NUMBER OF |
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393,143 common shares of Thomson Reuters Corporation |
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SHARES |
6 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
7 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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393,143 common shares of Thomson Reuters Corporation |
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WITH: |
8 |
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SHARED DISPOSITIVE POWER |
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0 |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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393,143 common shares of Thomson Reuters Corporation |
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10 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o |
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The number of shares in row (9)
excludes the 455,568,245 common shares of Thomson Reuters Corporation owned by The Woodbridge Company Limited referred to
in the Explanatory Note, with respect to which The Bank of Nova Scotia Trust Company is disclaiming beneficial
ownership as well as additional common shares of Thomson Reuters Corporation held by The Bank of Nova Scotia. |
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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0.047% common shares of Thomson Reuters Corporation |
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12 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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FI |
Note: The ownership percentages set forth herein are based on the
829,050,674 Common Shares outstanding as of September 14, 2009, as indicated in a certificate of Computershare Trust Company of Canada, the transfer agent for the Common Shares, dated September 15, 2009.
Explanatory Note
The common shares (the Common Shares) of Thomson Reuters Corporation that are the subject matter
of this Schedule 13G include the 455,568,245 Common Shares that are the subject matter of a
Schedule 13D filed on September 15, 2009 by The Woodbridge Company Limited (Woodbridge), which
beneficially owns those 455,568,245 Common Shares.
The Bank of Nova Scotia (the Bank) and its subsidiary, The Bank of Nova Scotia Trust Company (the
Trust Company), have been advised by Woodbridge as follows in the balance of this paragraph: on
September 10, 2009, Thomson Reuters completed the previously announced unification of its dual
listed company structure (Unification) under which it had maintained two publicly listed parent
companies Thomson Reuters Corporation, an Ontario corporation, and Thomson Reuters PLC, a public
limited company registered in England and Wales. Pursuant to Unification, each outstanding Thomson
Reuters PLC ordinary share was exchanged for one Common Share and each outstanding Thomson Reuters
PLC American Depositary Share was exchanged for six Common Shares. Following Unification, Thomson
Reuters Corporation is the sole parent company of Thomson Reuters and Thomson Reuters PLC is a
wholly-owned subsidiary of Thomson Reuters Corporation. As of September 14, 2009, Woodbridge is
the beneficial owner of 455,568,245 Common Shares representing approximately 55% of the outstanding
Common Shares. Woodbridge, a private company, is the primary investment vehicle for members of the
family of the late Roy H. Thomson, the first Lord Thomson of Fleet. Prior to his death in 2006,
Kenneth R. Thomson controlled Thomson Reuters Corporation (then known as The Thomson Corporation)
through Woodbridge. He did so by holding shares of a holding company of Woodbridge, Thomson
Investments Limited. Under his estate arrangements, the 2003 TIL Settlement, a trust of which the
Trust Company is trustee and members of the family of the late first Lord Thomson of Fleet are
beneficiaries, holds those holding company shares. Kenneth R. Thomson established these
arrangements to provide for long-term stability of the business of Woodbridge. The equity of
Woodbridge continues to be owned by members of successive generations of the family of the first
Lord Thomson of Fleet. Under the Kenneth R. Thomson estate arrangements, the directors and officers
of Woodbridge are responsible for its business and operations. In certain limited circumstances,
including very substantial dispositions of Common Shares by Woodbridge, the estate arrangements
provide for approval of the Trust Company, as trustee, to be obtained.
This Schedule 13G is being filed because the Bank and the Trust Company have been advised that
Unification has been completed and that, pursuant to Unification, the 25,029,324 Thomson Reuters
PLC ordinary shares that were beneficially owned by Woodbridge were exchanged for 25,029,324 Common
Shares and the 88,800 Thomson Reuters PLC American Depositary Shares that were beneficially owned
by Woodbridge were exchanged for 532,800 Common Shares. Pursuant to Unification, the 296,000
Thomson Reuters PLC ordinary shares that were beneficially owned by the Bank were exchanged for
296,000 Common Shares and the 18,425 Thomson Reuters PLC American Depositary Shares that were
beneficially owned by the Bank were exchanged for 110,550 Common Shares.
The filing of this Schedule 13G by the Bank and the Trust Company should not be construed as an
admission that either the Trust Company or the Bank is, for purposes of section 13(d) or 13(g) of
the Securities Exchange Act of 1934, as amended (the Exchange Act), the beneficial owner of the
455,568,245 Common Shares included in this Schedule 13G.
The Trust Company became Trustee in the ordinary course of its corporate trust business and not
with any purpose or effect of changing or influencing control of Thomson Reuters.
ITEM 1(a). NAME OF ISSUER:
This Schedule 13G relates to the Common Shares of Thomson Reuters Corporation.
ITEM 1(b). ADDRESS OF ISSUERS PRINCIPAL EXECUTIVE OFFICES:
The principal executive office of Thomson Reuters is located at 3 Times Square in New York, New
York.
ITEM 2(a). NAME OF PERSON FILING:
This Schedule 13G is being filed by the Bank and its subsidiary, the Trust Company. The Bank and
the Trust Company are filing this Schedule 13G because the Trust Company is trustee of a trust
which forms part of the estate arrangements of Kenneth R. Thomson. For further explanation of the
background of the
arrangements relating to Woodbridges ownership of the Common Shares, see the Explanatory Note
above.
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ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The principal address of the Bank and the Trust Company is 44 King Street West, Toronto, Ontario,
Canada M5H 1H1
ITEM 2(c). CITIZENSHIP:
The Bank is a chartered bank organized under the laws of Canada.
The Trust Company is a trust company organized under the laws of Canada.
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Shares of Thomson Reuters Corporation
ITEM 2(e). CUSIP NUMBERS:
884903 10 5
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B) OR (C), CHECK WHETHER
THE PERSON FILING IS A:
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(a)
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Broker or dealer registered under Section 15 of the Exchange Act. |
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(b)
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Bank as defined in section 3(a)(6) of the Exchange Act. |
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(c)
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Insurance company as defined in Section 3(a)(19) of the Exchange Act. |
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(d)
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Investment company registered under Section 8 of the Investment Company Act. |
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(e)
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
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(f)
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An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F); |
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(g)
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A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G); |
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance
Act; |
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(i)
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A church plan that is excluded from the definition of an investment company under
Section 3(c)(14) of the Investment Company Act; |
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(j)
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A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); |
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(k)
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Group, in accordance with Rule 13d-1(b)(1)(ii)(K); |
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the
type of institution: Bank and Trust Company
ITEM 4. OWNERSHIP.
(a) |
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Amount beneficially owned: See Item 9 of the attached cover page(s). |
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(b) |
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Percent of class: See Item 11 of the attached cover page(s), which is based on Item 9 of the
cover page(s). |
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(c) |
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Number of shares as to which the person has; |
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(i) |
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Sole power to vote or direct the vote: See Item 5 on the attached cover page(s). |
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(ii) |
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Shared power to vote or to direct the vote: See Item 6 on the attached cover page(s). |
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(iii) |
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Sole Power to dispose or to direct the disposition of: See Item 7 on the attached cover
page(s). |
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Shared power to dispose or to direct the disposition of: See Item 8 on the attached cover
page(s). |
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the date hereof the reporting person
has ceased to be the beneficial owner of more than five percent of the class of securities, check
the following o
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING
REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATIONS.
By signing below I certify that, to the best of my knowledge and belief (i) the securities referred
to above were acquired and are held in the ordinary course of business and were not acquired and
are not held for the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect, and (ii) the foreign regulatory
scheme applicable to the Bank and Trust Company is substantially comparable to the regulatory
scheme applicable to the functionally equivalent U.S. institutions. I also undertake to furnish to
the Commission staff, upon request, information that would otherwise be disclosed in a Schedule
13D.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this statement is true, complete and correct.
Dated: September 15, 2009
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THE BANK OF NOVA SCOTIA
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By: |
/s/ Deborah Alexander |
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Name: |
Deborah Alexander |
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Title: |
Executive Vice President,
General Counsel and Secretary |
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THE BANK OF NOVA SCOTIA TRUST COMPANY
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By: |
/s/ Gerald W. Owen |
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Name: |
Gerald W. Owen |
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Title: |
Managing Director and
Head of Estates and Trusts |
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