Enterprise Capital Management Inc. - s. 147

Headnote

Exemption for pooled funds from the requirementto file with the Commission interim financial statements undersection 77(2) of the Act and comparative financial statementsunder section 78(1) of the Act, subject to conditions.

Statutes Cited

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

Ontario Securities Commission Rule 45-501 --Exempt Distributions, s. 1.1.

National Instrument 13-101 -- System for ElectronicDocument Analysis and Retrieval (SEDAR), s. 2.1(1)1.

Regulations Cited

Regulation made under the Securities Act, R.R.O.Reg. 1015, as am.

IN THE MATTER OF

THE SECURITIES ACT (ONTARIO),

R.S.O. 1990, CHAPTER S.5 ASAMENDED

(THE "ACT")

AND

IN THE MATTER OF

ENTERPRISE CAPITAL MANAGEMENTINC.

AND

THE ENTERPRISE AOF LP ANDTHE ENTERPRISE CAPITAL TRUST II

(the "Current PooledFunds")

ORDER

(Subsection 147 of the Act)

UPON the application (the "Application")of Enterprise Capital Management Inc. (the "Company"),the manager of the Current Pooled Funds and other pooled fundsestablished and managed by the Company from time to time (collectively,the "Pooled Funds") to the Ontario Securities Commission(the "Commission") for an order pursuant to subsection147 of the Act exempting the Pooled Funds from filing with theCommission the interim and comparative financial statementsprescribed by sections 77(2) and 78(1), respectively, of theAct;

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

AND UPON the Company having representedto the Commission that:

1. The Company is a corporation existing underthe laws of Ontario with its head office in Toronto, Ontario.The Company is, or will be, the manager of the Pooled Funds.The Company is registered with the Commission as a adviserin the categories of investment counsel and portfolio managerand as a limited market dealer.

2. The Pooled Funds are, or will be, fundsestablished under the laws of the Province of Ontario. ThePooled Funds will not be reporting issuers in any provinceor territory of Canada. Units of the Pooled Funds are, orwill be,

3. distributed in Canada without a prospectuspursuant to exemptions from the registration and prospectusdelivery requirements of applicable securities legislation.

4. The Pooled Funds fit within the definitionof "mutual fund in Ontario" in section 1(1) of theAct and are thus required to file with the Commission interimfinancial statements under section 77(2) of the Act and comparativefinancial statements under section 78(1) of the Act (collectively,the "Financial Statements").

5. Unitholders of the Pooled Funds receivethe Financial Statements for the Pooled Funds they hold. TheFinancial Statements are prepared and delivered to unitholdersin the form and for the periods required under the Act andthe regulation or rules made thereunder (the "Regulation").

6. Section 2.1(1)1 of National Instrument13-101 -- System for Electronic Document Analysis and Retrieval(SEDAR) requires that every issuer required to file a documentunder securities legislation make its filing through SEDAR.The Financial Statements filed with the Commission thus becomepublicly available.

AND UPON the Commission being satisfiedthat to do so would not be prejudicial to the public interest;

IT IS ORDERED by the Commission pursuantto subsection 147 of the Act that the Pooled Funds be exemptedfrom the requirements in sections 77(2) and 78(1) of the Actto file the Financial Statements with the Commission provided:

(a) The Pooled Funds will prepare and deliverto the unitholders of the Pooled Funds the Financial Statements,in the form and for the periods required under the Act andthe Regulation, as if the Financial Statements are requiredto be filed with the Commission;

(b) The Pooled Funds will retain the FinancialStatements indefinitely;

(c) The Pooled Funds will provide the FinancialStatements to the Commission or any member, employee or agentof the Commission immediately upon request of the Commissionor any member, employee or agent of the Commission;

(d) The Company will provide a list of thePooled Funds relying on this Order to the Investment FundsBranch of the Commission on an annual basis;

(e) Unitholders of the Pooled Funds will benotified that the Pooled Funds are exempted from the requirementsin sections 77(2) and 78(1) of the Act to file the FinancialStatements with the Commission; and

(f) In all other aspects, the Pooled Fundswill comply with the requirements in Ontario securities lawfor financial statements.

August 29, 2003.