Securities Exchange Act of 1934
Rule 13d-1(b)(1)

No Action, Interpretive and/or Exemptive Letter: Canada Pension Plan Investment Board

Response of the Office of Mergers and Acquisitions
Division of Corporation Finance

May 5, 2006

David A. Judson
McCarthy Tetrault LLP
Box 48, Suite 4700
Toronto Dominion Bank Tower
Toronto ON M5K 1E6
Canada

Dear Mr. Judson:

We are responding to your letter dated May 5, 2006 addressed to Brian V. Breheny and Michelle Anderson, as supplemented by telephone conversations with the staff of the Division of Corporation Finance, with regard to your request for no-action relief. Our response is attached to the enclosed photocopy of your letter to avoid having to recite or summarize the facts set forth in your letter. Each defined term in this letter has the same meaning as in your May 5, 2006 letter, unless we indicate otherwise.

The Division of Corporation Finance will not recommend enforcement action to the Commission if the Canada Pension Plan Investment Board reports beneficial ownership on Schedule 13G under those circumstances in which it could so report if it were an entity of the type identified in Rule 13d-1(b)(1)(ii) under the Securities Exchange Act of 1934.

The foregoing no-action position taken under Rule 13d-1(b)(1)(ii) of the Exchange Act is based solely upon the facts described and the representations made in your letter. In particular, we note your representations regarding the comparability of the relevant foreign laws that govern the Canada Pension Plan Investment Board and the US laws governing entities of the type listed in Rule 13d-1(b)(1)(ii). We also note the undertaking by the Canada Pension Plan Investment Board to furnish to the Commission, upon request, the information that would be required to be disclosed if it filed Schedules 13D.

Any change in the facts described and representations made in your May 5, 2006 letter may change our conclusion. This letter only expresses our position on enforcement action. It does not express any legal conclusions, including, but not limited to, any legal conclusions on the questions presented or the information required to be disclosed on any Schedule 13G filed by the Canada Pension Plan Investment Board or the beneficial ownership reporting requirements of the Canada Pension Plan.

Sincerely,

Brian V. Breheny
Chief
Office of Mergers and Acquisitions
Division of Corporation Finance

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/canadapension050506.htm