HSBC Capital Canada Fund (IV) Limited Partnership - s. 1.1 of OSC Rule 45-501

Headnote

Ontario Securities Commission Rule 45-501 -- Exempt Distributions -- section 1.1 -- Recognition as an accredited investor under OSC Rule 45-501.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as amended.

Rules Cited

Ontario Securities Commission Rule 45-501.

IN THE MATTER OF

THE SECURITIES ACT, R.S.O. 1990,

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

AND

IN THE MATTER OF

ONTARIO SECURITIES COMMISSION RULE 45-501 -- EXEMPT DISTRIBUTIONS

(the "Rule")

AND

IN THE MATTER OF

HSBC CAPITAL CANADA FUND (IV) LIMITED PARTNERSHIP

RECOGNITION ORDER

(Paragraph (u) of Section 1.1 of the Rule -- The "Accredited Investor" Definition)

UPON the application (the "Application") of HSBC Capital Canada Fund (IV) Limited Partnership (the "Partnership") filed with the Ontario Securities Commission (the "Commission") for recognition as an accredited investor under the Rule;

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

AND UPON it being represented by the Partnership to the Commission that:

1. The Partnership is a limited partnership formed pursuant to the Partnership Act (British Columbia) on December 29, 1999;

2. The Partnership has a general partner, HSBC Capital (Canada) Inc. (the "General Partner"), a wholly-owned subsidiary of HSBC Bank Canada, that is responsible for the management of the Partnership in accordance with the terms of its limited partnership agreement;

3. On November 10, 1998, the Commission issued a ruling that certain trades of units of limited partnerships by the General Partner are exempt from the requirements of sections 25 and 53 of the Act;

4. On July 19, 2002, the Commission issued an order designating the Partnership as an accredited investor;

5. The Partnership is one part of the "HSBC Private Equity Fund" (the "Fund"), which is a fund comprised of four separate limited partnerships, each of whose general partner is the General Partner;

6. The Fund was formed to enable HSBC Bank Canada to engage in the activities of a specialized financing corporation (as such term was previously defined in the Bank Act (Canada)) through the Fund;

7. The four limited partnerships comprising the Fund effectively operate as one entity as a result of a co-investment agreement, which, among other things, requires each limited partnership to make investments and divestments concurrently on a pro rata basis;

8. The three other limited partnerships forming the Fund qualify as "accredited investors" under the definition of "accredited investor" in section 1.1 of the Rule;

9. The General Partner has the sole authority to carry on the business and affairs of each of the limited partnerships comprising the Fund, with full and exclusive power and authority to administer, manage, control and operate the business and affairs of each of the limited partnerships;

10. The General Partner, through its directors and officers, possess sufficient investment experience to enable it to evaluate the merits of any particular investment on behalf of the Partnership;

11. On December 31, 2003, the Partnership had assets of $537,000 and the Fund had aggregate assets of $42,790,000;

12. The Partnership is not a reporting issuer under the Act or under the securities legislation of any other jurisdiction in Canada;

13. The Partnership is not listed on an exchange or traded over-the-counter;

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

NOW THEREFORE the Commission recognizes the Partnership as an accredited investor under the Rule provided that this recognition order will expire two years from the date of this recognition order, subject to renewal and application for renewal must be made at least 30 days prior to the date this recognition order expires.

July 13, 2004.