Securities Law & Instruments

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - Issuer has no securities outstanding -issuer deemed to have ceased being a reporting issuer.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am.s. 83.

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

ALBERTA, ONTARIO AND QUÉBEC

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

CANADA DOMINION RESOURCESLIMITED PARTNERSHIP VII

AND

CANADA DOMINION RESOURCESLIMITED PARTNERSHIP VIII

 

MRRS DECISION DOCUMENT

WHEREAS the Canadian securities regulatoryauthority or regulator (the "Decision Maker") in eachof Alberta, Ontario and Québec (collectively, the "Jurisdictions")has received an application from Canada Dominion Resources LimitedPartnership VII ("LP VII") and Canada Dominion ResourcesLimited Partnership VIII ("LP VIII" and together withLP VII, the "Applicants") for a decision under thesecurities legislation of the Jurisdictions (the "Legislation")that each Applicant cease to be a reporting issuer, or the equivalentunder the Legislation;

AND WHEREAS under the Mutual RelianceReview System for Exemptive Relief Applications (the "System"),the Ontario Securities Commission is the principal regulatorfor this application;

AND WHEREAS, unless otherwise defined,the terms herein have the meanings set out in National Instrument14-101 Definitions or in Québec Commission Notice 14-101;

AND WHEREAS the Applicants have representedto the Decision Makers that:

1. LP VII is a limited partnership formedon December 19, 2000 under the Limited Partnerships Act(Ontario) (the "LPA") and is a reporting issuerunder the Legislation in each of the Jurisdictions.

2. LP VIII is a limited partnership formedon December 19, 2000 under the LPA and is a reporting issuerunder the Legislation in each of the Jurisdictions.

3. The head office of each of the Applicantsis located in Toronto, Ontario.

4. Neither Applicant is in default of anyof the requirements of the Legislation.

5. On May 15, 2003, each Applicant transferredall of its assets to StrategicNova Canada Dominion ResourceFund Ltd., an open-end mutual fund corporation amalgamatedunder the laws of Ontario (the "Fund"), in exchangefor redeemable Series A preferred shares ("Mutual FundShares") of the Fund, pursuant to asset purchase agreementsbetween the Fund and each of the Applicants dated March 20,2003 (the "Transactions").

6. Units of limited partners who elected notto participate in the Transactions were repurchased by theApplicants, as applicable, pursuant to a repurchase optionimmediately prior to the Transactions.

7. The Transactions were carried out in accordancewith the amended and restated limited partnership agreementgoverning each Applicant.

8. Following the Transactions, each of theApplicants dissolved, wound up its affairs and distributedits assets, consisting solely of the Mutual Fund Shares, toits limited partners on a pro rata basis. Former limited partnersof the Applicants are now registered holders of Mutual FundShares of the Fund.

9. No securities of the Applicants are tradedon a marketplace as defined in National Instrument 21-101.

10. Neither Applicant has any securities,including debt securities, issued or outstanding.

11. Neither Applicant intends to seek publicfinancing by way of an offering of its securities.

12. Neither Applicant is a reporting issueror the equivalent in any jurisdiction in Canada other thanthe Jurisdictions.

AND WHEREAS under the System this MRRSDecision Document evidences the decision of each Decision Maker(collectively, the "Decision");

AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Maker with the jurisdiction to make theDecision has been met;

THE DECISION of the Decision Makers underthe Legislation is that each of the Applicants is deemed tohave ceased to be a reporting issuer under the Legislation.

June 23, 2003.

"John Hughes"