BLC-Edmond De Rothschild Asset Management Inc. - ss. 59(1)

Order

IN THE MATTER OF THE SECURITIES ACT, R.S.O, 1990,
CHAPTER S. 5, AS AMENDED (the "Act")

AND

IN THE MATTER OF BLC-EDMOND DE ROTHSCHILD
ASSET MANAGEMENT INC.("BLC-Rothschild")

AND

R LIFE & HEALTH FUND R WORLD LEADERS FUND
R AMERICAN FUND R EUROPEAN FUND
R ASIAN FUND R TECHNO-MEDIA FUND
(collectively, the "Existing Underlying Funds")

AND

R EUROPE TECHNO-MEDIA FUND R SMALL
& MID-CAP EUROPEAN FUND
(collectively, the "New Underlying Funds")

ORDER
(subsection 59(1) of Schedule I of the Regulation
under the Act (the "Regulation"))

UPON the application to the Ontario Securities Commission (the "Commission") of BLC-Rothschild, the manager of a R Europe Techno-Media RSP Fund, R Small & Mid-Cap European RSP Fund, R Life & Health RSP Fund, R World Leaders RSP Fund, R American RSP Fund, R European RSP Fund, R Asian RSP Fund, R Techno-Media RSP Fund and other similar mutual funds created by BLC-Rothschild from time to time (collectively, the "Top Funds") and the manager of the Existing Underlying Funds, the New Underlying Funds and other similar foreign content mutual funds to which an RSP Fund is linked created by BLC-Rothschild from time to time (collectively, the "Underlying Funds") for an order pursuant to subsection 59(1) of Schedule I of the Regulation exempting the Underlying Funds from the requirement to pay the filing fees set forth in the Fee Schedule on an annual basis in respect of the distribution of Retail Class Units ("Units") of the Underlying Funds (i) to the counterparties with which the Top Funds have entered into specified derivatives and (ii) as a result of the reinvestment of distributions with respect to units held by such counterparties;

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

AND UPON BLC-Rothschild having represented to the Commission that:

(a)The Top Funds and the Underlying Funds (collectively, the "Funds") are or will be open-end mutual fund trusts established under the laws of the Province of Ontario. Each of the New Underlying Funds will be established on or immediately prior to the date on which a receipt is issued by the Director for the final simplified prospectus qualifying the units of the Funds for distribution to the public.

(b)The Manager is a corporation established under the laws of Canada and constitutes a joint venture between Laurentian Bank of Canada (the "Bank") and La Compagnie Financiäre Edmond de Rothschild Banque ("Rothschild"). The Manager, the Bank and Rothschild are considered the promoters of the Funds under the Act.

(c)The trustee of the Funds is or will be Laurentian Trust of Canada Inc., a wholly-owned subsidiary of the Bank.

(d)The Funds are or will be reporting issuers under the Act. The Units of the Funds are, or will be, qualified for distribution pursuant to a simplified prospectus and annual information form filed with the Commission.

(e)As part of their investment strategy each Top Fund enters into forward contracts or other derivative instruments (the "Forward Contracts") with one or more financial institutions or dealers (the "Counterparties") that link the Top Fund’s returns to its corresponding Underlying Fund.

(f)The Counterparties may hedge their obligations under the Forward Contracts by investing an amount equal to their exposure to the net assets of the Top Funds in Units of the corresponding Underlying Funds (the "Hedge Units").

(g)Relief from certain requirements of the Act and of National Instrument 81-102 Mutual Funds has been or will be obtained in order to allow the Top Funds to achieve their investment objective and carry out their investment strategy.

(h)Annually, each of the Top Funds will be required to pay filing fees to the Commission in respect of the distribution of its Units in Ontario pursuant to Section 14 of Schedule I of the Regulation.

(i)Annually, each of the Underlying Funds will be required to pay filing fees in respect of the distribution of its Units in Ontario, including the distribution of Hedge Units, pursuant to Section 14 of Schedule I of the Regulation.


(j)A duplication of filing fees pursuant to Section 14 of Schedule I of the Regulation may result when (a) Hedge Units are distributed and (b) a distribution is paid by an Underlying Fund on Units of the Underlying Fund held as Hedge Units which are reinvested in additional Units of the Underlying Fund (the "Reinvested Units").

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

IT IS ORDERED by the Commission pursuant to subsection 59(1) of Schedule I of the Regulation that the Underlying Funds are exempt from the payment of duplicate filing fees on an annual basis pursuant to Section 14 of Schedule I of the Regulation in respect of the distribution of Hedge Units to Counterparties and the distribution of the Reinvested Units, provided that each Underlying Fund shall include in its notice filed under subsection 14(4) of Schedule I of the Regulation a statement of the aggregate gross proceeds realized in Ontario as a result of the issuance by such Underlying Funds of (1) Hedge Units and (2) Reinvested Units, together with a calculation of the fees that would have been payable in the absence of this order.

December 22nd, 2000.


"J. A. Geller""R. Stephen Paddon"