Securities Law & Instruments

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - permission granted by the regulator orsecurities regulatory authority, as appropriate, to make representationsregarding the listing of the applicant securities on a stockexchange

Ontario Statutes

Securities Act, R.S.O. 1990, c.S.5, as am.,ss. 38(3)

IN THE MATTER OF
THE SECURITIES LEGISLATION OF
ONTARIO, ALBERTA, SASKATCHEWAN, MANITOBA, QUÉBEC, NOVASCOTIA AND NEWFOUNDLAND AND LABRADOR

AND

IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF
MACQUARIE ESSENTIAL ASSETS PARTNERSHIP

MRRS DECISION DOCUMENT

WHEREAS the securities regulatory authorityor regulator (the "Decision Maker") in each of Alberta,Saskatchewan, Manitoba, Ontario, Québec, Nova Scotiaand Newfoundland and Labrador (the "Jurisdictions")has received an application from Macquarie Essential AssetsPartnership ("MEAP") for a decision pursuant to thesecurities legislation of the Jurisdictions (the "Legislation")granting the permission of the regulator or securities regulatoryauthority, as appropriate, to the making of certain representationsregarding the listing of MEAP's securities on a stock exchange;

AND WHEREAS pursuant to the Mutual RelianceReview System for Exemptive Relief Applications (the "System"),the Ontario Securities Commission is the principal regulatorfor this application;

AND WHEREAS MEAP and Macquarie CanadianInfrastructure Management Limited (the "Manager")have represented to the Decision Makers that:

1. MEAP is a limited partnership establishedunder the laws of the Province of Ontario. The Manager is thegeneral partner and manager of MEAP.

2. The Manager is a member of the MacquarieGroup. The Macquarie Group consists of Macquarie Bank Limited("Macquarie"), an Australian-headquartered bank, andits affiliates. The Manager will be staffed by executives fromMacquarie's Infrastructure and Specialized Funds Division.

3. Macquarie provides specialized investmentbanking and financial services in select markets throughoutthe world. Macquarie has been actively involved in Canada sincethe early 1990's.

4. The principal office of the Manager is locatedat 121 King Street West, Suite 810, Toronto, Ontario, M5H 3T9.

5. MEAP will issue limited partnership units(the "Securities") to investors. Investors will belimited partners of MEAP.

6. MEAP is not a reporting issuer in any Provincein Canada.

7. The Securities will be offered (the "Offering")in reliance upon registration and prospectus exemptions andwill be marketed to sophisticated investors that are expectedto consist primarily of pension plans and other significantinstitutions.

8. The minimum capital commitment expected frominvestors will be $15 million .The Manager can reduce the amountof the minimum capital commitment required from an investorbut in no event will the minimum capital commitment be lessthan $1 million.

9. The partnership agreement (the "PartnershipAgreement"), which is the governing document of MEAP, willcontain a provision whereby MEAP will commit to examine optionsfor listing its Securities on a stock exchange in the future(the "Attempt to List Indication").

10. In connection with the Offering, MEAP intendsto provide prospective investors with an Offering Memorandum.MEAP proposes to include in the Offering Memorandum a descriptionof the Attempt to List Indication.

11. The Offering Memorandum will contain a discussionof a variety of investment risk factors, including the risksassociated with a lack of liquidity as a result of there beingno public market for the Securities and no assurance that ifan application for listing is made that such listing will beapproved by the applicable stock exchange.

AND WHEREAS pursuant to the System, thisMRRS Decision Document evidences the decision of each DecisionMaker (the "Decision");

AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Makers with the jurisdiction to make theDecision has been met;

THE DECISION of the Decision Makers,under the Legislation, is that the regulator or securities regulatoryauthority, as appropriate, grants permission to make the Attemptto List Indication in the Offering Memorandum and elsewhere.

April 29, 2002.

"Margo Paul"