BioCapital Biotechnology and Healthcare Fund

WHEREAS on February 19, 2001, BioCapital Mutual Fund Management Inc. ("BioCapital"), the manager, promoter and trustee of BioCapital BioTechnology and Healthcare Fund ("the Fund") applied for an exemption from the concentration restriction in section 2.1 of National Instrument 81-102 Mutual Funds ("NI 81-102") for a period of 180 days in that the securities of two issuers proposed to be transferred to the Fund would contravene the aforementioned section: AND WHEREAS BioCapital requested the exemption on the grounds that the securities of the two subject issuers are thinly traded and an exemption period of 180 days would permit BioCapital to ensure compliance with section 2.1 of NI 81-102 in an orderly fashion; AND WHEREAS on March 23, 2001, the Director of the Ontario Securities Commission decided that it was not in the public interest to exempt the Fund from the concentration restrictions in section 2.1 of NI 81-102; AND WHEREAS on March 28, 2001, BioCapital requested a hearing and review of the decision of the Director of the Ontario Securities Commission pursuant to section 8 of the Act; AND WHEREAS by the date of the hearing on April 2, 2001, the only exemptive relief that was being requested by BioCapital was in respect of one issuer to be transferred to the Fund, namely ConjuChem Inc., IT IS HEREBY ORDERED THAT: 1. BioCapital's application for exemption from the concentration restrictions in section 2.1 of NI 81-102 with respect to the securities of ConjuChem Inc. to be transferred to the Fund is hereby granted provided that: (i) the Fund shall as quickly as is commercially reasonable, and in any event no later than 180 days after the date of the (final) simplified prospectus of the Fund to be filed under SEDAR project number 333312 (the "Simplified Prospectus"), reduce its holdings of the shares of Conjuchem so that such holding shall not at that time constitute more than 10% of the net assets of the Fund; and (ii) the Simplified Prospectus of the Fund shall contain adequate and complete disclosure concerning this Order which is satisfactory to Staff of the Ontario Securities Commission. April 2, 2001. Paul Moore, John A. Geller, Stephen Paddon