Dynamic Funds

UPON the application (the "Application") of Dynamic Mutual Funds Ltd. ("Dynamic"), the manager of the Dynamic RSP Americas Fund, Dynamic RSP Europe Fund, Dynamic RSP Far East Fund, Dynamic RSP International Fund and Dynamic RSP Power American Fund (collectively, the "RSP Funds") and Dynamic Americas Fund, Dynamic Europe Fund, Dynamic Far East Fund, Dynamic International Fund, Dynamic Power American Fund (collectively, the "Underlying Funds") to the Ontario Securities Commission (the "Commission") for an order pursuant to subsection 59(1) of Schedule I of the Regulation exempting the Underlying Funds from paying duplicate filing fees on an annual basis in respect of the distribution of units of the Underlying Funds to the RSP Funds, the distribution of units of the Underlying Funds to Counterparties (defined herein) with whom the RSP Funds have entered into forward contracts, and on the reinvestment of distributions on such units;

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

AND UPON Dynamic having represented to the Commission that:

1.Dynamic is the trustee and manager of the RSP Funds and the Underlying Funds. Dynamic is a corporation incorporated under the laws of Ontario.

2.Each of the RSP Funds and the Underlying Funds is an open-ended mutual fund trust established under the laws of Ontario.

3.The units of the RSP Funds and the Underlying Funds are qualified for distribution pursuant to simplified prospectuses and annual information forms filed across Canada.

4.Each of the RSP Funds and Underlying Funds is a reporting issuer under the securities laws of each of the provinces and territories of Canada. None of the existing RSP Funds or Underlying Funds is in default of any requirements of the securities legislation, regulations or rules applicable in each of the provinces and territories of Canada.

5.As part of their investment strategy, the RSP Funds enter into forward contracts with one or more financialinstitutions (the "Counterparties") that link the returns to an Underlying Fund.

6.A Counterparty may hedge its obligations under a forward contract by investing in units (the "Hedge Units") of the applicable Fund.

7.As part of their investment strategy, the RSP Funds may purchase units of the Underlying Funds (the "Fund on Fund Investments").

8.Applicable securities regulatory approvals for the Fund on Fund Investments and the RSP Funds’ investment strategies have been obtained.

9.Annually, each of the RSP 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 and will similarly be required to pay fees based on the distribution of its units in other relevant Canadian jurisdictions pursuant to the applicable securities legislation in each of those jurisdictions.

10.Annually, each of the Underlying Funds will be required to pay filing fees to the Commission in respect of the distribution of its units in Ontario, including units issued to the RSP Funds and the Hedge Units, pursuant to section 14 of Schedule I of the Regulation and will similarly be required to pay fees based on the distribution of its units in other relevant Canadian jurisdictions pursuant to the applicable securities legislation in each of those jurisdictions.

11.A duplication of filing fees pursuant to Section 14 of Schedule I of the Regulation may result when: (a) assets of an RSP Fund are invested in the applicable Underlying Fund; (b) Hedge Units are distributed and (c) a distribution is paid by an Underlying Fund on units of the Underlying Fund held by the applicable RSP Fund or Hedge Units which are reinvested in additional units of the Underlying Fund ("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 units of the Underlying Funds to the RSP Funds, the distribution of Hedge Units to Counterparties and the distribution of 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 the Underlying Funds of: (1) units distributed to the RSP Funds; (2) Hedge Units; and (3) Reinvested Units; together with a calculation of the fees that would have been payable in the absence of this order.

December 5th, 2000.

"J.A. Geller""Robert W. Korthals"