Subsection 74(1) -- Ruling pursuant to subsection 74(1) of the Act that the registration requirements of the Act do not apply to Network Portfolio Management Inc., a registered adviser in Alberta, with respect to its provision of advice to a flow-through limited partnership with addresses in Ontario and Alberta.
Applicable Ontario Statutory Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., ss. 25(1)(c) and 74(1).
Ontario Securities Commission Rule 35-502 -- Non-Resident Advisers, s. 7.4
IN THE MATTER OF
THE SECURITIES ACT
R.S.O. 1990, C. S.5 AS AMENDED
IN THE MATTER OF
NETWORK PORTFOLIO MANAGEMENT INC.
DOMINION EQUITY 2004 FLOW-THROUGH LIMITED PARTNERSHIP
UPON the application of Network Portfolio Management Inc. (Network) to the Ontario Securities Commission (the Commission) for a ruling under section 74(1) of the Securities Act (Ontario) (the Act) that Network is not subject to the registration requirement in clause 25(1)(c) of the Act with respect to advice given to Dominion Equity 2004 Flow-Through Limited Partnership (the Partnership);
AND UPON considering the application and the recommendation of the staff of the Commission;
AND UPON Network representing to the Commission as follows:
1. Network is a corporation incorporated under the laws of Alberta and is registered as an advisor under the Securities Act (Alberta).
2. The Partnership is a limited partnership formed under the laws of Ontario to invest in flow-through shares of resource issuers whose shares are listed on a Canadian stock exchange and flow-through shares of private resource issuers, in each case, whose principal business is oil and gas exploration, development and production, mineral exploration, development and/or production and the generation of electrical and heat energy.
3. The general partner of the Partnership is Dominion Equity Management 2004 Inc., (the General Partner), which is a corporation incorporated under the laws of Alberta. The General Partner is an indirect wholly-owned subsidiary of Network.
4. Units of the Partnership will be offered by way of prospectus dated May 31, 2004 in the Provinces of Alberta, British Columbia and Ontario.
5. The Partnership's principal place of business in Alberta is Suite 175, Kipling Square, 601 -- 10th Avenue S.W., Calgary, Alberta, T2B 0B2. The Partnership's principal place of business in Ontario is Suite 3400, 1 First Canadian Place, P.O. Box 130, Toronto, Ontario M5X 1A7. None of the mind or management of the General Partner or Network are resident in Ontario.
6. Pursuant to an investment management agreement, Network will provide investment management services to the General Partner acting on behalf of the Partnership. Network has been appointed as the exclusive manager of all investments on behalf of the Partnership and as such will have the exclusive authority to make all investment decisions with respect to proceeds available for investment.
7. All advice provided by Network to the Partnership will be given and received outside Ontario.
AND WHEREAS clause 25(l)(c) of the Act prohibits a company acting as an advisor unless the person or company is registered as an advisor and the registration has been made in accordance with Ontario securities laws;
AND UPON the Commission being satisfied that to make this order would not be prejudicial to the public interest;
IT IS ORDERED pursuant to subsection 74(1) of the Act that Network and its representatives, partners and officers are not subject to the requirement of clause 25(l)(c) of the Act in respect of the advice it provides to the Partnership provided that:
a) Network remains not ordinarily resident in Ontario;
b) Network is registered as an adviser under the Securities Act (Alberta);
c) no activities in respect of the operation of the Partnership occur in Ontario except in respect of the distribution of units of the Partnership; and
d) Network's advice to the Partnership is given outside the Province of Ontario.
June 15, 2004.
"Paul M. Moore"