Securities Law & Instruments

Headnote

Order designating an investment fund to be a reporting issuer -- designation made at the request of the investment fund's manager.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(11)(b).

February 18, 2009

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, CHAPTER S.5 AS AMENDED

(the "Act")

AND

IN THE MATTER OF

SEF PRIVATE ISSUERS TRUST

(the "Fund")

 

ORDER

UPON the Application (the "Application") of Sentry Select Capital Inc. (the "Manager"), as manager of the Fund for an order pursuant to Clause 1(11)(b) of the Act that, for the purposes of Ontario securities law, the Fund is a reporting issuer;

AND UPON considering the Application and recommendation of staff of the Ontario Securities Commission (the "Commission");

AND UPON the Manager having represented to the Commission that:

1. The Fund is a closed-end investment trust established on February 13, 2009 under the laws of the Province of Ontario.

2. The Manager is a corporation incorporated under the laws of Ontario. The registered head office of the Manager is located in Toronto, Ontario.

3. The Manager is the trustee and manager of the Fund and is responsible for all aspects of the management and administration of the Fund.

4. Strategic Energy Fund ("SEF") is a closed-end investment trust established under the laws of the province of Ontario and is a reporting issuer in each of the provinces and territories of Canada. A special meeting of SEF unitholders was held on January 19, 2009 at which unitholders approved the conversion of SEF from a closed-end investment trust to an open-end mutual fund trust (the "Conversion"). In connection with the Conversion, SEF will transfer all the securities of private issuers held by SEF at the time of the Conversion (the "PI Securities") and $3,000,000 in cash (collectively, "Fund Property") to the Fund.

5. In exchange for the acquisition of the Fund Property, the Fund will issue units to SEF (which will be distributed to unitholders of SEF) and assume certain indemnity obligations of SEF.

6. The Fund will be managed by the Manager for the sole purposes of facilitating the Conversion and the liquidation of the PI Securities in an orderly manner, and the completion of litigation in connection with the indemnity obligations assumed by the Fund.

7. The Fund is, or will be deemed to be, a reporting issuer, or reporting issuer equivalent, in each of the provinces and territories of Canada (the "Other Jurisdictions"), other than Ontario.

8. The Fund is not on the lists of defaulting reporting issuers maintained by the securities regulatory authority or regulator in the Other Jurisdictions or under the Act.

9. The continuous disclosure requirements in the Other Jurisdictions are substantially the same as the requirements under the Act.

AND UPON the Commission under the Act being satisfied that to do so is in the public interest;

IT IS ORDERED pursuant to clause 1(11)(b) of the Act that the Fund is a reporting issuer for purposes of Ontario securities law.

"Carol S. Perry"
Commissioner
Ontario Securities Commission
 
"Margo C. Howard"
Commissioner
Ontario Securities Commission