Canada Dominion Resources Limited Partnership and Canada Dominion Resources Limited Partnership II

MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications - Issuer has nosecurities 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 LEGISLATION OF BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN,ONTARIO, QUÉBEC, NOVA SCOTIA AND NEWFOUNDLAND

AND

IN THE MATTER OF THE
MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF
CANADA DOMINION RESOURCES LIMITED PARTNERSHIP

AND

CANADA DOMINION RESOURCES LIMITED PARTNERSHIP II

MRRS DECISION DOCUMENT


WHEREAS the local securities regulatory authority or regulator (the "DecisionMaker") in each of the provinces of British Columbia, Alberta, Saskatchewan, Ontario,Québec, Nova Scotia and Newfoundland (the "Jurisdictions") has received anapplication from Canada Dominion Resources Limited Partnership ("LPI") and CanadaDominion Resources Limited Partnership II ("LPII", and, together with LPI, the"Applicants") for a decision pursuant to the securities legislation of the Jurisdictions(the "Legislation") that each of the Applicants cease to be a reporting issuer or theequivalent under the Legislation;

AND WHEREAS pursuant to the Mutual Reliance Review System for ExemptiveRelief Applications (the "System"), the Ontario Securities Commission is the principalregulator for this application;

AND WHEREAS the Applicants have represented to the Decision Makers that:

1. LPI is a limited partnership formed on December 12, 1997 under the LimitedPartnerships Act (Ontario) (the "LPA") and is a reporting issuer, or theequivalent thereof, under the Legislation in each of the Jurisdictions. LPI's headoffice is in Vancouver, British Columbia and its registered office is in Ontario.

 

2. LPII is a limited partnership formed on June 30, 1998 under the LPA and is areporting issuer, or the equivalent thereof, under the Legislation in each of theJurisdictions. LPII's head office is in Vancouver, British Columbia and itsregistered office is in Ontario.

3. The limited partnership units of the Applicants were not listed or posted fortrading on any stock exchange or organized market.

4. The Applicants are not in default of any requirement of the Legislation.

5. The Applicants transferred all of their assets to Navigator Canada DominionResource Fund Ltd., an open-end mutual fund corporation amalgamated underthe laws of Ontario on June 5, 2000 (the "Fund"), in exchange for redeemableSeries A preferred shares ("Mutual Fund Shares") of the Fund, pursuant toasset purchase agreements between the Fund and each of the Applicants datedas of November 16, 1999 (the "Mutual Fund Rollover Transactions").

6. The Mutual Fund Rollover Transactions were approved by limited partners ofthe Applicants at a joint special meeting of limited partners on January 5, 2000.

7. Following the asset transfers, each of the Applicants distributed the Mutual FundShares to its limited partners on a pro rata basis and the limited partnershipunits of each Applicant were cancelled. Former limited partners of theApplicants are now registered holders of Mutual Fund Shares of the Fund.

8. The Applicants have no issued and outstanding securities and will be dissolvedin the future.

AND WHEREAS pursuant to the System this MRRS Decision Documentevidences the decision of each Decision Maker (collectively, the "Decision");

AND WHEREAS each of the Decision Makers is satisfied that the test containedin the Legislation that provides the Decision Maker with the jurisdiction to make theDecision has been met;

THE DECISION of the Decision Makers pursuant to the Legislation is thateach of the Applicants is deemed to have ceased to be a reporting issuer, or itsequivalent, under the Legislation.

August 10th, 2000.

"Heidi Franken"