UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of February, 2008

 

CENTRAL FUND OF CANADA LIMITED

(Translation of registrant’s name into English)

 

Suite 805, 1323 - 15th Avenue S.W., Calgary, Alberta , Canada  T3C 0X8

(Address of principal executive office)

 

[Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F   o

 

Form 40-F   x

 

[Indicate by check mark whether the registrant by furnishing the information in this Form is also hereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

YES   o

 

NO   x

 

 [If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):  N/A]

 

 



 

SIGNATURES

 

 

Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

  CENTRAL FUND OF CANADA LIMITED
(Registrant)

Date:  February 26, 2008 By:   /s/ J.C. STEFAN SPICER        _______________________________
                  (Signature)

       J.C. Stefan Spicer, President & CEO

Exhibit List

Exh. No.                 Description

99.1                         First Quarter Report

99.2                         Certifications

2


 

EXHIBIT 99.1


 


 

The Role of Central Fund

 

To serve investors as "The Sound Monetary Fund".

To hold gold and silver bullion on a secure basis for the

convenience of investors in the shares of Central Fund.

Investment

Policies &

Restrictions

 

The governing articles of Central Fund require that at least 75% of Central Fund’s non-cash assets be invested in gold and silver bullion. This cannot be changed without shareholder approval.

The stated investment policy of the Board of Directors requires Central Fund to maintain a minimum of 90% of its net assets in gold and silver bullion of which at least 85% must be in physical form. On January 31, 2008, 98.4% of Central Fund's net assets were invested in gold and silver bullion. Of this bullion, 99.3% was in physical form and 0.7% was in certificate form.

Central Fund's physical gold and silver bullion holdings may not be loaned, subjected to options or otherwise encumbered in any way.

 

Safeguards

 

Central Fund’s bullion is stored on an allocated and fully segregated basis in the underground vaults of the Canadian Imperial Bank of Commerce (the “Bank”), one of the major Canadian banks which insures its safekeeping.

 

The Bank may only release any portion of Central Fund’s physical bullion holdings upon receipt of an authorizing resolution of Central Fund's Board of Directors.

 

Additional insurance is carried by Central Fund on the physical gold and silver bullion holdings against destruction, disappearance or wrongful abstraction.

Bullion holdings and bank vault security are inspected twice annually by directors and/or officers of Central Fund. On every occasion, inspections are required to be performed in the presence of both Central Fund's external auditors and bank personnel.

Central Fund is subject to the extensive regulations and reporting requirements of the United States Securities and Exchange Commission, two stock exchanges and various Canadian provincial securities regulatory authorities.

 

Conveniences

 

Central Fund's Class A shares are listed on the American Stock Exchange (CEF) and on the Toronto Stock Exchange (CEF.A in Canadian dollars and CEF.U in U.S. dollars). Making a gold and silver bullion investment through Central Fund is as easy as calling one's stockbroker or investment dealer.

The stock exchange listings provide readily quoted, liquid markets for the Class A shares of Central Fund. The bid/ask spread is considerably less than the buying and selling prices of outright bullion purchases, especially for small transactions.

 

Unlike most other forms of bullion investment, there are no ownership costs paid directly by the investor. All expenses of handling, storage and insurance of bullion are paid by Central Fund. As well, there are no bullion assay charges to the shareholder upon the sale, redemption or liquidation of the Class A shares of Central Fund.




1

 









First Quarter Report

Central Fund is currently 98.4% invested in gold and silver bullion. At January 31, 2008 Central Fund’s gold holdings were 799,484 fine ounces of physical bullion and 5,685 fine ounces of gold bullion certificates for a total of 805,169 fine ounces. Silver holdings were 40,007,184 ounces of physical bullion and 245,572 ounces of silver bullion certificates for a total of 40,252,756 ounces. Central Fund continues to fulfill its mandate as “The Sound Monetary Fund”.

 

On behalf of the Board of Directors:

 

J.C. Stefan Spicer,

 

President

 

February 25, 2008

 

 

Management’s Discussion and Analysis (MD&A)

 

The following discussion is based on the financial statements of Central Fund of Canada Limited (“Central Fund” or the “Company”) which are prepared in accordance with accounting principles generally accepted in Canada (Canadian GAAP). These principles are substantially the same as United States’ generally accepted accounting principles.

 

This analysis should be read in conjunction with Central Fund’s financial statements prepared in accordance with Canadian GAAP included in its 2007 Annual Report and the accompanying MD&A.

 

Throughout this discussion, all currency amounts are in United States dollars.

 

Certain statements in this report may constitute forward-looking information within the meaning of securities laws. Forward-looking information may relate to our future outlook and anticipated events and may relate to matters that are not historical facts. In particular, statements regarding our objectives and strategies are forward-looking statements. These statements are based on certain factors and assumptions which we believe are reasonable as of the current date. While we believe these assumptions to be reasonable based on information currently available to us, they may prove to be incorrect. Forward-looking information is also subject to certain factors, including risks and uncertainties (described in “Risk Factors” of the Company’s 2007 annual MD&A), that could cause results to differ materially from what we currently expect. Therefore, future events and results may vary significantly from what we currently foresee.

 

Disclosure Controls and Procedures

 

Senior executive officers have ensured that there are disclosure controls and procedures that provide reasonable assurance that material information relating to the Company is disclosed on a timely basis. They believe these disclosure controls and procedures have been effective during the three months ended January 31, 2008.

 

Outstanding Shares

 

There were 125,134,532 Class A retractable shares and 40,000 Common shares issued and outstanding at January 31, 2008.


2

 





Administrator, Administrative and Consulting Fees

 

Central Fund has no employees. It is party to an Administrative and Consulting Agreement with The Central Group Alberta Ltd., which is related to the Company through four of its officers and directors. The Central Group Alberta Ltd., which acts as Administrator, has operating offices with employees, advisors and consultants who provide administrative and consulting services to the Company. For such services, the Company pays an administrative and consulting fee, payable monthly (see note 6 to the financial statements).

 

Results of Operations – Change in Net Assets

 

Net assets increased by $204.1 million in the first quarter essentially due to the unrealized appreciation of holdings during the quarter.

 

The following table summarizes the quarterly financial information:

 

 

 

Quarter ended (U.S.$)

 

 

Jan. 31,

2008

Oct. 31,

2007

July 31,

2007

Apr. 30,

2007

Unrealized appreciation (depreciation) of holdings (in millions)

 

$205.1

 

$152.2

 

$(29.3)

 

$24.6

Net income (loss) (in millions)

$204.1

$151.4

$(30.1)

$23.7

Net income (loss) per Class A share

$1.63

$1.33

$(0.27)

$0.21

Total Net Assets (in millions)

$1,441.7

$1,237.5

$980.7

$1,010.8

 

Jan. 31, 2007

Oct.31,
2006

July 31, 2006

Apr. 30,
2006

Unrealized appreciation
depreciation) of holdings (in millions)

 

$74.0

 

$2.0

 

$(42.9)

 

$129.1

Net income (loss) (in millions)

$73.2

$1.2

$(43.2)

$128.0

Net income (loss) per Class A share

$0.67

$0.01

$(0.45)

$1.35

Total Net Assets (in millions)

$987.1

$836.3

$778.4

$821.6

 

Financial Results – Net Income

 

Central Fund’s earned income objective is secondary to its objective of holding almost all of its net assets in gold and silver bullion. Generally, Central Fund only seeks to maintain adequate cash reserves to enable it to pay expenses and Class A share dividends. Because gold and silver bullion are not loaned to generate income, Central Fund’s realized income is a miniscule percentage of its net assets. However, the Canadian Institute of Chartered Accountants (“CICA”) Accounting Guideline 18 requires Central Fund to record unrealized appreciation (depreciation) of holdings in income.

 

Net income (inclusive of unrealized appreciation of holdings) for the three months ended January 31, 2008 was $204.1 million compared to $73.2 million for the same period in 2007. Virtually all of the net income for the three month period was due to unrealized appreciation of holdings. Certain expenses, such as administration fees which are scaled, have varied in proportion to net asset levels or, in the case of stock exchange fees, with market capitalization based on the number of Class A shares issued. Safekeeping fees and bullion insurance costs increased, reflecting the higher prices of gold and silver bullion. Administration fees increased to $760,954 from $612,328 for the three months based on the increased assets under administration.

 


3

 





Expenses as a percentage of average month-end net assets for the three-month period ended January 31, 2008 were 0.10%, compared to 0.11% for the same three-month period in 2007. For the twelve months ended January 31, 2008, the expense ratio was 0.42% compared to 0.45% for the prior twelve-month period.

 

Liquidity and Capital Resources

 

All of Central Fund’s assets are liquid. The Company’s objective is to hold cash reserves that generate some income primarily to be applied to pay expenses and Class A share dividends. The ability of Central Fund to have sufficient cash for expenses and dividend payments, and to meet demands for redemption (if any), is primarily dependent upon its ability to realize cash flow from its cash equivalents. Should Central Fund not have sufficient cash to meet its needs, portions of Central Fund's bullion holdings may be sold to fund dividend payments, provide working capital and pay for redemptions (if any) of Class A shares.

 

For the three months ended January 31, 2008, Central Fund’s cash reserves decreased by $2,208,287 to $25,322,586. This decrease was a result of amounts used to pay expenses and the Class A share dividend. The Administrator and senior officers monitor Central Fund’s cash position with an emphasis on maintaining its mandate to hold maximum amounts of gold and silver bullion.

 

Forward–looking Observations

 

Changes in the market prices of gold and silver impact the net asset values of Central Fund and its shares. Assuming as a constant exchange rate the rate which existed on January 31, 2008 of Cdn. $1.0022 for each U.S. dollar together with the holdings of gold and silver bullion which existed on that date, a 10% change in the price of gold would increase or decrease the net asset value per share by approximately $0.59 per share or Cdn. $0.60 per share. A 10% change in the price of silver would increase or decrease the net asset value per share by approximately $0.54 per share or Cdn. $0.54 per share. If both gold and silver prices were to change by 10% simultaneously in the same direction, the net asset value per share would increase or decrease by approximately $1.13 per share or Cdn. $1.14 per share.

 

Additional Information

 

This MD&A is dated February 25, 2008. Additional information relating to the Company, including its Annual Information Form and 2007 Annual Report, is available on the SEDAR website at www.sedar.com.


4

 





Statement of Net Assets

(expressed in U.S. dollars, unaudited)

                                                                      

   

January 31

October 31

 

2008

2007

 

Net assets:

 

 

Gold bullion, at market, average cost

$370,416,530 (2007: $370,416,530) (Note 2)

 

$ 743,372,608

 

635,681,207

Silver bullion, at market, average cost

$336,022,132 (2007: $336,022,132) (Note 2)

 

673,831,137

 

576,419,467

Cash

1,322,586

2,330,873

Interest-bearing cash deposits (Note 3)

24,000,000

25,200,000

Prepaid insurance, interest receivable and other

80,312

202,060

1,442,606,643

1,239,833,607

Accrued liabilities

(952,154)

(1,063,139)

Dividends payable

-

(1,251,345)

Net assets representing shareholders’ equity

$ 1,441,654,489

1,237,519,123

 

Represented by:

 

 

Capital stock (Note 4)

Class A shares issued:

125,134,532 (2007: 125,134,532)

 

 

$ 721,106,322

 

 

721,079,758

Common shares issued: 40,000

19,458

19,458

 

721,125,780

721,099,216

Contributed surplus (Note 5)

9,774,048

10,762,435

Retained earnings inclusive of unrealized

appreciation of holdings

 

710,754,661

 

505,657,472

 

$ 1,441,654,489

1,237,519,123

 

 

 

Net asset value per share:

 

 

Class A shares

$ 11.52

9.89

Common shares

$ 8.52

6.89

 

Exchange rate: U.S. $1.00 = Cdn.

 

$ 1.0022

 

0.9499

 

 

 

Net asset value per share

expressed in Canadian dollars:

 

 

Class A shares

$ 11.54

9.39

Common shares

$ 8.54

6.54



See accompanying notes to financial statements.

 

On behalf of the Board:

Douglas E. Heagle”“Philip M. Spicer”
Director                   Director


5

 





Statement of Changes in Net Assets

(expressed in U.S. dollars, unaudited)

 

 

Three months ended January 31

2008

2007

Net assets at beginning of period

$ 1,237,519,123

836,328,606

Add (deduct):

Net income

 

 

204,108,802

 

 

 

 

 

73,245,402

Increase in Class A capital

 

 

 

26,564

 

 

 

 

 

77,493,344

 

 

 

 

Increase in net assets during the

 

 

 

 

period

 

 

 

 

 

 

204,135,366

 

 

 

 

 

 

150,738,746

 

 

 

 

 

 

Net assets at end of period

 

 

 

 

 

$ 1,441,654,489

 

 

 

 

 

1,441,654,489

 

 

 

 

Statement of Income

(expressed in U.S. dollars, unaudited)

Three months ended January 31

2008

2007

Income:

 

 

Interest

$ 312,955

258,368

Unrealized appreciation of holdings

205,097,189

74,010,542

 

205,410,144

74,268,910

Expenses:

 

 

Administration fees (Note 6)

760,954

612,521

Safekeeping, insurance & bank charges

355,514

267,159

Shareholder information

48,258

45,127

Legal fees (Note 6)

42,793

21,704

Directors’ fees and expenses

33,097

35,430

Stock exchange fees (Note 7)

28,484

9,242

Accounting fees

18,166

17,000

Registrar and transfer agent fees

13,780

15,004

Miscellaneous

296

321

Total expenses

1,301,342

1,023,508

Net income inclusive of

unrealized appreciation of holdings

 

$ 204,108,802

73,245,402

Net income per share:

 

 

Class A shares

$ 1.63

0.67

Common shares

$ 1.63

0.67


See accompanying notes to the financial statements.


6

 





Statement of Retained Earnings

(expressed in U.S. dollars, unaudited)

                                                               Three months ended January 31

2008

2007

Retained earnings:

 

Balance at beginning of period

 

 

 

 

 

    $ 505,657,472

 

 

 

 

284,167,904

 

 

Net income

 

 

 

 

 

204,108,802

 

 

 

 

73,245,402

 

 

 

709,766,274

 

 

 

 

 

 

 

 

709,766,274

 

 

 

 

 

Transferred from contributed surplus

 

 

 

 

 

(Note 5)

 

 

 

 

 

 

 

988,387

 

 

 

 

 

 

 

765,140

 

 

 

 

Balance at end of period

 

 

 

 

 

 

$ 710,754,661

 

 

 

 

 

710,754,661

 

 

 

See accompanying notes to the financial statements.

 

Notes to Financial Statements

For the three months ended January 31, 2008

(amounts expressed in U.S. dollars unless otherwise stated)

 

1.

Summary of accounting policies:

 

The accounting policies applied in the preparation of these unaudited interim financial statements conform with those presented in Central Fund's October 31, 2007 audited annual financial statements. These interim financial statements do not include all of the disclosures included in the annual financial statements and accordingly should be read in conjunction with the annual financial statements.

 

For fiscal 2008, the Company adopted the provisions of the Financial Accounting Standards Board (“FASB”) Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109 (FIN 48). Under FIN 48, the Company may recognize the tax benefit or liability from a tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The Company does not expect that the adoption of FIN 48 will have any impact on its tax position.

 

2.

Gold and Silver Bullion:

 

Details of gold and silver bullion holdings at January 31, 2008, are as follows:

 

Holdings

Gold

 

Silver

100 & 400 fine oz bars

Certificates

Total fine ounces

799,484

      5,685

805,169

1,000 oz bars

Certificates

Total ounces

40,007,184

       245,572

40,252,756

 

Market Value:

 

Per Fine Ounce

 

Per Ounce

January 31, 2008

October 31, 2007

U.S. $ 923.25

U.S. $ 789.50

U.S. $ 16.74

U.S. $ 14.32

 

3.

Interest-bearing cash deposits:

 

As at January 31, 2008, the Company held three U.S. dollar fixed deposits: $7,000,000 at a rate of 3.79% with a maturity date of February 29, 2008; $7,000,000 at a rate of 2.66% with a maturity date of April 30, 2008; and $10,000,000 at a rate of 2.66% with a maturity date of April 30, 2008.

 


7

 





4.

Capital stock:

 

The authorized share capital consists of an unlimited number of Class A non-voting shares without nominal or par value and 50,000 Common shares without nominal or par value.

 

There were 125,134,532 Class A shares, which are retractable, and 40,000 Common shares issued and outstanding at January 31, 2008.

 

On September 19, 2007, the Company, through a public offering, issued 11,840,000 Class A shares for proceeds of $107,298,816 net of underwriting fees of $4,470,784. Costs relating to this public offering were approximately $600,000 and net proceeds were approximately $106,698,816. The Company used the net proceeds from this public offering to purchase 72,453 fine ounces of gold at a cost of $51,792,317 and 3,622,702 ounces of silver at a cost of $46,850,239, both in physical bar form. The balance of $8,056,260 was retained by the Company in interest-bearing cash deposits for working capital purposes.

 

On December 8, 2006, the Company, through a public offering, issued 8,640,000 Class A shares for proceeds of $77,967,360 net of underwriting fees of $3,248,640. Costs relating to this public offering were $573,436 and net proceeds were $77,393,924. The Company used the net proceeds from this public offering to purchase 52,690 fine ounces of gold at a cost of $33,932,360 and 2,634,540 ounces of silver at a cost of $36,817,696, both in physical bar form. The balance of $6,643,868 was retained by the Company in interest-bearing cash deposits for working capital purposes.

 

On August 3, 2006, the Company, through a public offering, issued 7,150,000 Class A shares for proceeds of $58,344,000 net of underwriting fees of $2,431,000. Costs relating to this public offering were $559,473 and net proceeds were $57,784,527. The Company used the net proceeds from this public offering to purchase 42,960 fine ounces of gold at a cost of $27,395,623 and 2,148,000 ounces of silver at a cost of $24,549,000, primarily in physical bar form. The balance of $5,839,904 was retained by the Company in interest-bearing cash deposits for working capital purposes.

 

On April 27, 2006, the Company, through a public offering, issued 3,208,212 Class A shares for proceeds of $26,948,981 net of underwriting fees of $1,122,874. Costs relating to this public offering were $374,016 and net proceeds were $26,574,965. The Company used the net proceeds from this public offering to purchase 17,475 fine ounces of gold at a cost of $10,462,625 and 873,800 ounces of silver at a cost of $11,215,730, both in physical bar form. The balance of $4,896,610 was retained by the Company in interest-bearing cash deposits for working capital purposes.

 

5.

Contributed Surplus and Retained Earnings:

 

Contributed surplus is used to eliminate any deficit that may arise from net losses before unrealized appreciation of holdings and on the payment of the Class A shares’ stated dividend per share. Accordingly, on January 31, 2008, $988,387 (2007: $765,140) was transferred from contributed surplus, representing the net loss before unrealized appreciation of holdings for the three months then ended. These quarterly adjustments do not affect the net asset value of the Company.

 

6.

Related party transactions and fees:

 

Central Fund has no employees. It is party to an Administrative and Consulting Agreement with The Central Group Alberta Ltd., which is related to the Company through four of its officers and directors. The Central Group Alberta Ltd., which acts as Administrator, has operating offices with employees, advisors and consultants who provide administrative and consulting services to the Company. For such services,


8

 





the Company pays an administrative and consulting fee, payable monthly, at an annual rate for at least until October 31, 2015 of: 0.30% on the first $400 million of total net assets; 0.20% on the next $600 million of total net assets; and 0.15% on total net assets exceeding one billion dollars.

 

Of the $952,154 (2007: $1,063,139) balance in accrued liabilities at January 31, 2008, $267,953 (2007: $243,435) relates to the January administration fee payable to the Administrator.

 

For the three months ended January 31, 2008, the Company incurred fees totaling $39,950 (2007: $21,704) to legal firms of which two of the Company’s directors are partners, and $760,954 (2007: $612,521) to the Administrator, the Central Group Alberta Ltd. The Board is of the opinion that these services were undertaken under the same terms and conditions as services with unrelated parties.

 

7.

Stock exchange fees:

 

Stock exchange fees of $28,484 for the three months ended January 31, 2008 consist of Toronto Stock Exchange fees of $20,984 and American Stock Exchange fees of $7,500. These amounts represent approximately 3 months of the 12 month annual fee for the Toronto Stock Exchange and for the American Stock Exchange. The amount of $9,242 for the same period in 2007 represents only one month of the total 2007 annual fees for the Toronto Stock Exchange and the American Stock Exchange.

 

 

8.

Financial Highlights:

 

 

Three months ended January 31

 

2008

2007

 

Class A per share performance:

 

 

 

Net asset value per share at beginning of period

$9.89

7.99

 

Net loss before unrealized appreciation of holdings

(0.01)

(0.01)

 

Unrealized appreciation of holdings - gold

0.86

0.32

 

Unrealized appreciation of holdings - silver

0.78

0.41

 

Total increase

1.63

0.72

 

Net asset value per share at end of period

$11.52

8.71

 

Total return (1)

16.5%

9.0%

 

Percentages and supplemental data:

 

 

 

Ratio as a percentage of average net assets:

 

 

 

Expenses (1)

0.10%

0.11%

 

Net loss before unrealized appreciation of holdings (1)

(0.07)%

(0.08)%

 

(1)Ratios not annualized

 

9.

Canadian and United States generally accepted accounting principles:

 

There are no differences between United States and Canadian generally accepted accounting principles which would require reconciliation in the financial statements of Central Fund.


9

 




 


Corporate Information

 

Directors

John S. Elder, Q.C. (C)

Douglas E. Heagle (A)(C)(I)(L)

Ian M.T. McAvity (E)(I)

Michael A. Parente CMA, CFP (A)(I)

Robert R. Sale (A)(C)(I)

Dale R. Spackman, Q.C. (E)

J.C. Stefan Spicer (E)

Philip M. Spicer (E)

Malcolm A. Taschereau (A)(C)(I)

 

Officers

Philip M. Spicer, Chairman

Dale R. Spackman, Q.C., Vice-Chairman

J.C. Stefan Spicer, President & CEO

John S. Elder, Q.C., Secretary

Catherine A. Spackman CMA, Treasurer

Teresa E. Poper, Assistant Treasurer

 

 

 

(A)

(C) (E)

(I)

 

(L)

 

- Member of Audit Committee

- Member of Corporate Governance Committee

- Member of Executive Committee

- May be regarded as an independent director under Canadian securities

administrators’ guidelines.

- Lead Director

 

 

Administrator

The Central Group Alberta Ltd.

Calgary, Alberta

 

 

Auditors

Ernst & Young LLP

Canada

 

 

Banker

Canadian Imperial Bank of Commerce

 

 

Custodian

Canadian Imperial Bank of Commerce

 

Legal Counsel

Dorsey & Whitney LLP, Toronto

Fraser Milner Casgrain LLP, Toronto

Parlee McLaws LLP, Calgary

 

Registrar and Transfer Agents

CIBC Mellon Trust Company, Calgary,

Montreal, Toronto and Vancouver

Mellon Investor Services LLC, New York

 

 

Head Office

Hallmark Estates

Suite 805, 1323-15th Avenue S.W.

Calgary, Alberta T3C 0X8

Telephone (403) 228-5861

Fax (403) 228-2222

 

 

Shareholder and

Investor Inquiries

Administrator, P.O. Box 7319

Ancaster, Ontario L9G 3N6

Telephone (905) 648-7878

Fax (905) 648-4196

 

 

Website: www.centralfund.com

E-mail: info@centralfund.commailto:sspicer@nas.net

 





 


Exhibit 99.2

Form 52-109F2 – Certification of Interim Filings

 

I, Catherine Spackman, Chief Financial Officer of Central Fund of Canada Limited certify that:

1.         I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings) of Central Fund of Canada Limited (the issuer) for the interim period ending January 31, 2008;

2.         Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings;

3.         Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings;

4.         The issuer’ other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting for the issuer, and we have:

 

a)

designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared; and

 

b)

designed such internal control over financial report, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP; and

5.         I have caused the issuer to disclose in the interim MD&A any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent period that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting.

DATED:

February 26, 2008

/s/ Catherine Spackman
___________________________

Name:

Catherine Spackman

Title:

Chief Financial Officer


 

Form 52-109F2 – Certification of Interim Filings

 

I, J.C. Stefan Spicer, Chief Executive Officer of Central Fund of Canada Limited certify that:

1.         I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings) of Central Fund of Canada Limited (the issuer) for the interim period ending January 31, 2008;

2.         Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings;

3.         Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings;

4.         The issuer’ other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting for the issuer, and we have:

 

a)

designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared; and

 

b)

designed such internal control over financial report, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP; and

5.         I have caused the issuer to disclose in the interim MD&A any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent period that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting.

DATED:

February 26, 2008

/s/ J.C. Stefan Spicer
____________________________

Name:

J.C. Stefan Spicer

Title:

Chief Executive Officer