Abria Financial Products Ltd., Abria Diversified Trust and Abria ESL Trust

Headnote

Subsection 74(1) - Trades in securities of mutual funds exempt from the provisions ofsections 25 and 53 to investors who have made and continue to maintain an investmentin the relevant fund of $150,000 or more. Section 147 - Annual filing of a Form 45-501F1 permitted in respect of such subsequent investments.

Statute Cited

Securities Act, R.S.O. 1990, c.S.5, as am., ss. 53, 62, 72(1)(d), 72(1)(p), 72(3), 74(1)and 147

Rules Cited

45-501 Prospectus Exempt Distributions

81-501 Mutual Fund Reinvestment Plans

UPON the application of Abria Financial Products Ltd. (the "Manager"), themanager and promoter of the Abria PIPE Trust, Abria Diversified Trust and the AbriaESL Trust (the "Funds"), to the Ontario Securities Commission (the "Commission") (i)for a ruling pursuant to subsection 74(1) of the Act that subsequent investments in aFund made by an investor in amounts less than $150,000 be exempted from theprovisions of sections 25 and 53 of the Act so long as the investor has made andcontinues to maintain an investment in the Fund of $150,000 or more, and (ii) for anorder pursuant to section 147 of the Act that such subsequent trades not be subject tosubsection 72(3) of the Act provided an annual filing of a Form 45-501F1 under Rule45-501 Prospectus Exempt Distributions ("Rule 45-501") and payment of the applicablefiling fees is made in respect of such subsequent investments;

AND UPON considering the application and the recommendation of Staff of theCommission;

AND UPON the Manager having represented as follows:

1. Each of the Abria PIPE Trust and the Abria ESL Trust will be a mutual fund trustestablished by a trust agreement between the Manager, as sponsor andmanager of each such Fund, and Henry Kneis and Lucas Roffey, as trustees.The Abria Diversified Trust will be a mutual fund trust established by a trustagreement between the Manager, as sponsor and manager of that Fund, and aCanadian trust company as trustee;

2. The Manager is registered under the Act as an adviser in the categories ofinvestment counsel and portfolio manager and as a dealer in the category oflimited market dealer.

3. Each of the individuals who are to act as the initial trustees of the Abria PIPETrust and the Abria ESL Trust is a director, officer and principal shareholder ofthe Manager;

4. The trust agreement for each of the Abria PIPE Trust and the Abria ESL Trustcontemplates that upon receipt of the requisite approval of the Commission, thetrustees will resign and the Manager will become the trustee of those Funds intheir place;

5. Units of the Fund are to be offered to clients of the Manager on a continuousbasis in each of the provinces of Canada, except Quebec, pursuant toexemptions from the prospectus and, where applicable, dealer registrationrequirements of the legislation of such jurisdictions and, accordingly, the Fundsdo not intend to become reporting issuers under the Act;

6. Following an initial purchase of units of a Fund pursuant to the prospectusexemption provided by clause 72(1)(d) of the Act and Rule 45-501, it isproposed that a unitholder be permitted to acquire additional units (the"Additional Units") of the Fund in amounts less than $150,000;

7. Any distribution of additional units to unitholders pursuant to the mandatoryreinvestment of distributions of income or capital gains will be exempt from therequirements of sections 25 and 53 of the Act pursuant to Rule 81-501 MutualFund Reinvestment Plans;

AND UPON the undersigned being of the opinion that to do so would not beprejudicial to the public interest;

IT IS RULED pursuant to subsection 74(1) of the Act that trades in AdditionalUnits of the Fund to a unitholder of the Funds in Ontario, as described above, are notsubject to sections 25 and 53 of the Act provided that:

(a) at the time of the acquisition of such Additional Units, the unitholder who madethe initial investment of at least $150,000 then owns units of the relevant Fundhaving an aggregate acquisition cost or an aggregate net asset value of not lessthan $150,000;

(b) at the time of the acquisition of such Additional Units, the Manager is registeredunder the Act as an adviser in the categories of investment counsel and portfoliomanager; and

(c) this ruling will terminate 90 days after the publication in final form of any ruleexempting from sections 25 and 53 of the Act distributions by a mutual fund ofadditional securities which applies to trades of Additional Units of the Fund asdescribed in recital 6 above;

AND IT IS ORDERED pursuant to section 147 of the Act that a trade in units of aFund is not subject to subsection 72(3) of the Act provided that within 30 days after thefinancial year end of the Fund, the Fund files a report in accordance with Form 45-501F1 of Rule 45-501 in respect of trades in Units of the Fund during such financialyear and pays the fee prescribed by such Rule.

June 7^th, 2000.

"Howard I. Wetston"     "J. A. Geller"