Securities Law & Instruments

Headnote

Subsection 74(1) - Ruling pursuant to subsection74(1) of the Act that the registration requirements of the Actdo not apply to Crescent Capital Corp., a registered adviserin Alberta, with respect to its provision of advice to an Ontarioflow-through limited partnership.

Applicable Ontario Statutory Provisions

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

IN THE MATTER OF

THE SECURITIES ACT

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

AND

IN THE MATTER OF

CRESCENT CAPITAL CORP.

AND

DOMINION EQUITY 2002 FLOW-THROUGH

LIMITED PARTNERSHIP

AND

DOMINION EQUITY 2003 FLOW-THROUGH

LIMITED PARTNERSHIP

 

ORDER

(Section 74(1))

UPON the application (the "Application")of Crescent Capital Corp. ("Crescent") to the OntarioSecurities Commission (the "Commission") for a rulingpursuant to subsection 74(1) of the Act exempting Crescent fromparagraph 25(1)(c) of the Act in connection with Crescent actingas a portfolio adviser to Dominion Equity 2002 Flow-ThroughLimited Partnership (the "2002 Partnership") and DominionEquity 2003 Flow-Through Limited Partnership (the "2003Partnership") (collectively, the "Limited Partnerships"),subject to certain terms and conditions;

AND UPON considering the applicationand the recommendation of the staff of the Commission;

AND UPON Crescent representing to theCommission as follows:

1. Crescent is a corporation incorporatedunder the laws of Alberta and is registered as an advisorunder the Securities Act (Alberta);

2. the Limited Partnerships are each a limitedpartnership formed under the laws of Ontario to invest inflow-through shares of resource issuers whose shares are listedon a Canadian stock exchange and flow-through shares of privateresource issuers, in each case, whose principal business isoil and gas exploration, development and production, mineralexploration, development and/or production and the generationof electrical and heat energy;

3. the general partner of the 2002 Partnershipis Dominion Equity Management 2002 Inc., and the general partnerof the 2003 Partnership is Dominion Equity Management 2003Inc. (collectively, the "General Partners"), eachof which are corporations incorporated under the laws of Alberta.The General Partners are each indirect wholly-owned subsidiariesof Crescent;

4. Units of the 2002 Partnership were distributedby prospectus dated August 16, 2002 to purchasers residentin the Province of Alberta, British Columbia and Ontario onAugust 29, 2002 and October 9, 2002 (the "2002 Offering").Pursuant to the 2002 Offering, 5,588 units in the 2002 Partnershipwere distributed, of which 910 units (16%) were distributedto holders resident in the Province of Ontario. Units of the2003 Partnership will be offered by way of prospectus datedJune 12, 2003 in the Provinces of Alberta, British Columbiaand Ontario;

5. the Limited Partnerships' principal placeof business in Alberta is Suite 1700, 444 -- 5thAvenue S.W., Calgary, Alberta, T2P 2T8. The Limited Partnerships'principal place of business in Ontario is Suite 3400, 1 FirstCanadian Place, P.O. Box 130, Toronto, Ontario M5X 1A7. Noneof the mind or management of the General Partners or Crescentare resident in Ontario;

6. pursuant to investment management agreements,Crescent provides and will provide, as applicable, investmentmanagement services to the General Partners acting on behalfof the Limited Partnerships. Crescent has been appointed asthe exclusive manager of all investments on behalf of theLimited Partnerships and as such will have the exclusive authorityto make all investment decisions with respect to proceedsavailable for investment; and

7. all advice provided by Crescent to theLimited Partnerships is and will be, as applicable, givenand received outside Ontario.

AND WHEREAS clause 25(l)(c) of the Actprohibits a company acting as an advisor unless the person orcompany is registered as an advisor and the registration hasbeen made in accordance with Ontario securities laws;

AND UPON the Commission being satisfiedthat to make this order would not be prejudicial to the publicinterest;

IT IS ORDERED pursuant to subsection74(1) of the Act that Crescent and its representatives, partners,directors and officers are not subject to the requirement ofparagraph 25(l)(c) of the Act in connection with Crescent actingas a portfolio adviser to the Limited Partnership provided that:

1. Crescent remains not ordinarily residentin Ontario;

2. Crescent is registered as an adviser underthe Securities Act (Alberta);

3. no activities in respect of the operationof the Limited Partnerships occur in Ontario except in respectof the distribution of units of the Limited Partnerships;and

4. Crescent's advice to the Limited Partnershipsis given outside the Province of Ontario.

July 8, 2003.

"Paul M. Moore"
"Paul K. Bates"