Magellan Real Estate Investment Fund Limited Partnership - s. 144

Order

Headnote

Section 144 - revocation of cease trade order upon remedying of default and mailing financial statements toshareholders.

Statutes Cited

Securities Act, R.S.O. 1990, c.S.5, as am., ss. 127, 144 and Part XVIII.

Applicable Notices

Ontario Securities Commission Notice 35 - Revocation of Cease Trade Orders (1995) 18 OSCB 5.

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

MAGELLAN REAL ESTATE INVESTMENT FUND LIMITED PARTNERSHIP

ORDER

(Section 144)

WHEREAS the securities of Magellan Real Estate Investment Fund Limited Partnership ("Magellan REIF") aresubject to a temporary order of the Director dated June 12, 1997 made under section 127 of the Act and extended byan Order of the Director dated June 24, 1997 (collectively, the "Cease Trade Order") directing that trading in thesecurities of Magellan REIF cease;

AND WHEREAS Magellan REIF has made an application to the Director of the Ontario Securities Commission(the "Commission") pursuant to section 144 of the Act for a revocation of the Cease Trade Order;

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

AND UPON Magellan REIF having represented to the Director that:

1. Magellan REIF was organized as a limited partnership under the laws of the Province of Manitoba onJune 9, 1995.

2. Magellan REIF is a reporting issuer under the Act and has been a reporting issuer since December4, 1995.

3. Magellan REIF is also a reporting issuer in the Provinces of Alberta, British Columbia, Saskatchewanand the Yukon.

4. The authorized capital of Magellan REIF consists of 35,569 trust units of which approximately 18,682are currently issued and outstanding.

5. The units of Magellan REIF have never been listed and posted for trading on any stock exchange orover-the-counter market.

6. The Cease Trade Order was issued due to the failure of Magellan REIF to file with the Commissionaudited annual statements for the year ended December 31, 1996 and interim statements for the threemonth period ended March 31, 1997 (the "Missing Statements"), as required by the Act.

7. The Missing Statements were not filed with the Commission because Magellan REIF was undergoingcertain internal management changes.

8. The Cease Trade Order remains outstanding and as a consequence, Magellan REIF is also currentlyin default in respect of filing and sending to its unitholders all subsequent financial statements asrequired by the Act.

9. In connection with the application, Magellan REIF has submitted to the Commission, by SEDAR,audited annual financial statements for the years ended December 31, 1996, 1997, 1998, 1999, 2000and the quarterly interim financial statements for the periods ending March 31, June 30 andSeptember 30, for 1999 and 2000 and has sent all of these financial statements to the unitholders inaccordance with the requirements of the Act.

10. Except for the failure to file the Missing Statements, Magellan REIF is not in default of any requirementof the Act or the rules or regulation made thereunder.

11. Magellan REIF is not a "shell issuer" as that term is defined in the Staff Notice on Revocation of CeaseTrade Orders, (1995) 18 OSCB 5, having continued to do business of operating rental property fromthe date of the Temporary Order to the present.

12. Magellan REIF is not presently considering, and is not involved in any discussions relating to, areverse take-over or similar transaction.

13. Magellan REIF has been the subject of a previous cease trade order dated June 19, 1996 for failingto file with the Commission interim statements for the three month period ended March 31, 1996, suchdefault having been remedied, the cease trade order was allowed to expire as of July 3, 1996.

14. Magellan REIF will proceed to dissolve in a commercially reasonable time frame upon disposing ofits last remaining property.

AND UPON the Director being of the opinion that do so would not be prejudicial to the public interest;

IT IS ORDERED, pursuant to section 144 of the Act, that the Cease Trade Order be and is hereby revoked.

May 10, 2001.

"John Hughes"