SEC Division of Corporation Finance no-action letter: Canada Pension Plan Investment Board

Barristers & Solicitors McCarthy TCtrault LLP
Patent & Trade-mark Agents Box 48, Suite 4700
Toronto Dominion Bank Tower
Toronto ON M5K 1E6
McCarthyTetrault Canada
Telephone: 416 362-1812
Facsimile: 416 868-0673 mccarthy.ca
David A. Judson
Direct Line: 416 601-7882
Direct Fax: 416 868-0673
E-Mail: djudson@mccarthy.ca
May 5,2006
Office of Mergers & Acquisitions
Division of Corporation Finance
Securities and Exchange Commission
100 F. Street,NE
Washington, D.C. 20549
Attention: Brian V. Breheny and Michelle Anderson Ladies and Gentlemen:
Re: Canada Pension Plan Investment Board - Request to Report on Schedule 13G as a Qualified Institutional Investor We are counsel to the Canada Pension Plan Investment Board (the "CPP Investment Board") and are writing on its behalf to request the assurance of staff ("Staff') of the United States Securities and Exchange Commission (the "Commission") that it will not recommend enforcement action to the Commission if the CPP Investment Board reports beneficial ownership of equity securities of an issuer registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "1934 Act") ("registered equity securities") pursuant to Section 13(d) of the 1934 Act on Schedule 13G in those circumstances in which ownership could be so reported if the CPP Investment Board was a qualified institutional investor meeting the requirements of Rule 13d-l(b)(l)(ii). This request is being made only with respect to investments made in the ordinary course of business and not with the purpose or effect of changing or influencing the control of the issuer, or in connection with or as a participant in any transaction having such purpose or effect. McCarthy Titrault LLP TDO-CORP At7049143 v. 12 Vancouver, Calgary, London, Toronto, Ottawa, Montrial, Quebec, New York and London, England