Securities Law & Instruments

Headnote

Exemption from the requirement to attach a copy of the limited partnership agreement to both the preliminary and final prospectus -- Inclusion of the limited partnership agreement in the prospectus of the fund will not provide any additional disclosure to investors that would not already be publicly available on SEDAR -- section 15.1 of Ontario Securities Commission Rule 41-501 General Prospectus Requirements and item 27.2 of Form 41-501F1 -- Information Required in a Prospectus.

Applicable Legislative Provisions

Ontario Securities Commission Rule 41-501 General Prospectus Requirements, s. 15.1.

Form 41-501F1 Information Required in a Prospectus, Item 27.2.

September 17, 2007

Macleod Dixon LLP
The Toronto-Dominion Centre
Canadian Pacific Tower
100 Wellington Street West
Suite 500
Toronto, ON M5K 1H1

Attention: Robert Eberschlag

Dear Sirs/Mesdames:

Re:
NCE Diversified Flow-Through (07-2) Limited Partnership (the "Partnership")
Exemptive Relief Application under Part 15 of OSC Rule 41-501 General Prospectus Requirements ("Rule 41-501")
Application No. 2007/0749, SEDAR Project No. 1155844

By letter dated September 6, 2007 (the "Application"), NCE Diversified Management (07-2) Corp. (the "General Partner") and NCE Diversified Flow-Through (07-2) Limited Partnership (the "Partnership") applied to the Director of the Ontario Securities Commission (the "Director") pursuant to section 15.1 of Rule 41-501 for the following relief from item 27.2 of Form 41-501F1:

1. An exemption to allow the Partnership to not have to attach a copy of the limited partnership agreement to its preliminary prospectus dated September 5, 2007 and its final prospectus (the "Requested Relief"); and

2. An exemption to allow any similar limited partnership in the future for which Petro Assets Inc. acts as promoter and an affiliate of Petro Assets Inc. is the general partner, to not have to attach a copy of the limited partnership agreement to its preliminary and final prospectus (the "Future Relief").

This letter confirms that, based on the information and representations made in the Application, and for the purposes described in the Application, the Director intends to grant the requested exemption to be evidenced by the issuance of a receipt for each partnership's prospectus, subject to the following conditions:

1. the final prospectus of each partnership will include a summary of all material provisions of the limited partnership agreement; and

2. the final prospectus of each partnership will advise investors and potential investors of the various means by which they can obtain copies of the limited partnership agreement, which will include:

a. inspection during normal business hours at the offices of the General Partner;

b. from SEDAR;

c. upon written request to the General Partner; and

d. from the website of Sentry Select Capital Corp., or another website.

3. The Future Relief will expire immediately upon one of the following events occurring, whichever is the earliest:

a. the coming into force of a prospectus rule replacing Rule 41-501;

b. the repeal of Rule 41-501; or

c. the amendment of Item 27.2 of Form 41-501F1.

Yours very truly,

"Leslie Byberg"
Manager, Investment Funds