Energy Income Fund and Crown Hill Capital Corporation

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Investment funds, and their manager, exempted from the dealer registration requirement for certain trading activities to be carried out in connection with a warrant offering by the investment funds -- Trading activities to consist of the distribution of a short form (final) prospectus to existing holders of securities of the funds, and the distribution of units of the funds to holders of the warrants, upon their exercise, through an appropriately registered dealer.

Applicable Legislative Provisions

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

Multilateral Instrument 11-102 Passport System.

National Instrument 81-102 Mutual Funds.

National Instrument 81-106 Investment Fund Continuous Disclosure.

National Instrument 45-106 Prospectus and Registration Exemptions, ss. 3.1, 3.42, 8.5.

September 7, 2011

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO

(the "Jurisdiction")

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

ENERGY INCOME FUND (the "Fund"), AND

CROWN HILL CAPITAL CORPORATION

(the "Manager") (collectively, the "Filers")

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filers for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) exempting the Filers from the dealer registration requirement in the Legislation in respect of certain trades (the Warrant Offering Activities) to be carried out by theManager, on behalf of the Fund, in connection with a proposed offering (the Warrant Offering) of warrants (the Warrants) to acquire units (the Units) of the Fund, to be made pursuant to a short-form (final) prospectus (the Warrant Prospectus).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

1. the Ontario Securities Commission is the principal regulator for this application; and

2. each Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon by the Filer in British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick. Nova Scotia, Prince Edward Island, and Newfoundland and Labrador (collectively, the Passport Jurisdictions).

Interpretation

Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.

Representations

This decision is based on the following facts represented by the Filers:

1. The Fund is a trust established by declaration of trust under the laws of the Province of Ontario.

2. The Fund is a reporting issuer in each of the provinces of Canada and is not in default of securities legislation in any jurisdiction.

3. The Manager acts as the trustee and manager of the Fund.

4. The head office of each of the Filers is located in Toronto, Ontario.

5. The Fund is not considered to be a mutual fund under securities legislation of the provinces of Canada.

6. The Fund is authorized to issue an unlimited number of Units. The Units are listed and posted for trading on the Toronto Stock Exchange (the TSX).

7. The Fund is subject to certain investment restrictions that, among other things, limit the securities that the Fund may acquire for its investment portfolio.

8. The investment objectives of the Fund are to provide holders of Units with monthly cash distributions and to achieve a total return on the investment portfolio of the Applicant that is greater than the total return provided by its benchmark index.

9. The Fund's investment portfolio is primarily focused on the securities of issuers among the following asset classes: oil and gas trusts; energy securities; other resource securities; and cash and short-term investments.

10. The Fund was formerly known as Sustainable Production Energy Trust until it merged with Energy Plus Income Trust and CGF Resource 2008 Flow-Through Limited Partnership on October 4, 2010, after which the Fund has continued as Energy Income Fund.

11. The Fund does not engage in the continuous distribution of its securities.

12. In connection with the Warrant Offering, the Fund has filed a preliminary short form prospectus dated March 3, 2011, under the securities legislation of Ontario and each of the Passport Jurisdictions. Under the Warrant Offering, each holder of Units as at a specified record date, will be entitled to receive, for no consideration, one Warrant for every one Unit held by such holder.

13. Holders of Warrants will be entitled, upon the exercise of such Warrants, to subscribe for Units, pursuant to subscription privileges provided for in the Warrants, at a subscription price to be specified in the Warrant Prospectus. Each Warrant will entitle the holder to subscribe for one Unit under a basic subscription privilege. Holders of Warrants who exercise Warrants under the basic subscription privilege may also subscribe, pro rata, for additional Units that are not subscribed for by other Holders under the basic subscription privilege, pursuant to the terms of an additional subscription privilege. The expiry date and time for the exercise of the warrants will be the earlier of 5:00 p.m. (Toronto time): (a) on March 1, 2012 or (b) the date which is 20 business days from the date the warrants are called by the Fund in accordance with their terms.

14. The Fund has applied to list the Warrants, to be distributed under the Warrant Prospectus, on the TSX.

15. The Warrant Offering Activities will consist of:

(a) the distribution of the Warrant Prospectus and the issuance of Warrants to the holders of Units (as at the record date specified in the Warrant Prospectus), after the Warrant Prospectus has been filed, and receipts obtained, under the securities legislation of Ontario and each of the Passport Jurisdictions; and

(b) the distribution of Units to holders of Warrants, upon the exercise of such Warrants by the holder, through a registered dealer that is registered in a category that permits the registered dealer to make such distribution.

16. The Fund is in the business of trading by virtue of its portfolio investing and trading activities. As a result, capital raising activities, including the Warrant Offering Activities, would require the Filers to register as a dealer in the absence of this decision (or another available exemption from the dealer registration requirement).

17. Section 8.5 of National Instrument 45-106 Prospectus and Registration Exemptions (NI 45-106) provides that the exemptions from the dealer registration requirements set out in section 3.1 [Rights offering] and section 3.42 [Conversion, exchange, or exercise] of NI 45-106 no longer apply.

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

The decision of the principal regulator under the Legislation is that the Fund, and the Manager acting on behalf of the Fund, are not subject to the dealer registration requirement in respect of the Warrant Offering Activities.