Securities Law & Instruments

Headnote

Adviser registered in Alberta (and its Alberta registered representatives) exempted from the adviser registration requirement in clause 25(1)(c) of the Act for acting as an adviser to a limited partnership, subject to conditions -- Conditions require that: no activities in respect of the operation of the partnership have occurred in Ontario (except for activities in respect of the distribution of units of limited partnership interest); the adviser is not ordinary resident in Ontario; all advice concerning the investing and in or the buying or selling of securities that is given by the adviser (and its representatives) to the partnership is given in Alberta; and the adviser (and its representatives) are appropriately registered in Alberta.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 25(1)(c), 74(1).

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, CHAPTER S.5, AS AMENDED (the "Act")

AND

IN THE MATTER OF

NETWORK PORTFOLIO MANAGEMENT INC. AND

DOMINION EQUITY (2004-2) FLOW-THROUGH LIMITED PARTNERSHIP

 

RULING

(Subsection 74(1))

UPON the application (the "Application") of Network Portfolio Management Inc. ("Network") to the Ontario Securities Commission (the "Commission") for a ruling, under section 74(1) of the Act, that neither Network nor any of its representatives or officers (each, a "Representative") shall be subject to the adviser registration requirement in clause 25(1)(c) of the Act for acting as an adviser to Dominion Equity (2004-2) Flow-Through Limited Partnership (the "Partnership");

AND UPON considering the Application and the recommendation of staff of the Commission;

AND UPON Network having represented to the Commission that:

1. Network is a corporation incorporated under the laws of Alberta.

2. Although Network is not a registrant under the Act, Network is registered under the Securities Act (Alberta) as an adviser in the categories of "investment counsel" and "portfolio manager".

3. The Partnership is a limited partnership formed under the laws of Ontario to invest in: (i) flow-through shares of resource issuers whose shares are listed on a Canadian stock exchange; and (ii) flow-through shares of private resource issuers.

4. The general partner of the Partnership is Dominion Equity Management (2004-2) Inc. (the "General Partner").

5. The General Partner is a corporation incorporated under the laws of Alberta and is an indirect wholly-owned subsidiary of Network.

6. The Partnership is not now, and does not intend to become, a reporting issuer under the Act.

7. Units ("Units") of limited partnership interest in the Partnership will be offered on a private-placement basis, by way of offering memorandum, pursuant to exemptions from prospectus requirement under the securities legislation of Ontario, Alberta and British Columbia.

8. Although the Partnership has a place of business in Ontario, the principal place of business for the Partnership is in Alberta and, except for activities related to the offering of Units, no activities in respect of the operation of the Partnership will take place in Ontario.

9. The Partnership is now, and expects to continue to be, ordinarily resident in Alberta.

10. None of the directing mind or management of the Partnership is or will be resident in Ontario.

11. Under an investment management agreement made between the General Partner, on behalf of the Partnership, and Network will act as exclusive investment manager for the portfolio of investments of the Partnership, including making all decisions related to the investment of the net proceeds available for investment from the offering of Units.

12. Any advice as to the investing in or the buying or selling of securities that is given by Network to the Partnership will be given and received in Alberta.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

IT IS RULED, pursuant to subsection 74(1) of the Act, that neither Network, nor any Representative acting on behalf of Network, shall be subject to the adviser registration requirement in clause 25(l)(c) of the Act, in respect of their acting as adviser to the Partnership, provided that, at the relevant time:

A. no activities in respect of the operation of the Partnership have occurred in Ontario, except for activities in respect of the distribution of Units;

B. Network is not ordinarily resident in Ontario;

C. all advice concerning the investing in or the buying or selling of securities that is given by Network, or by the Representative on behalf of Network, to the Partnership is given in Alberta;

D. Network is appropriately registered as an adviser under the Securities Act (Alberta) to give the advice referred to in paragraph C; and

E. the Representative is appropriately registered to act as an adviser on behalf of Network under the Securities Act (Alberta), to give the advice on behalf of Network, referred to in paragraph C.

October 19, 2004.

"Robert L. Shirriff"
"Paul M. Moore"