Elliott & Page American Growth Fund, Elliott & Page U.S. Mid-Cap Fund, Elliott & Page Global Equity Fund

Headnote

Exemption from the fees otherwise due under subsection 14(1) of Schedule 1 of theRegulation to the Securities Act on a distribution of units made by an "underlying" funddirectly (i) to a "clone" fund, (ii) to the "clone" fund's counterparties for hedgingpurposes and (iii) on the reinvestment of redistributions on such units.

Regulations Cited

Regulation made under the Securities Act, R.R. O. 1990, Reg, 1015, as am., Schedule1, ss. 14(1), 14(4) and 59(1).

UPON the application of Elliott & Page Limited ("EPL"), the manager and trusteeof Elliott & Page RSP American Growth Fund, Elliott & Page RSP U.S. Mid-Cap Fund,Elliott & Page RSP Global Equity Fund and other similar funds established by EPL fromtime to time (collectively, the "RSP Funds") and Elliott & Page American Growth Fund,Elliott & Page U.S. Mid-Cap Fund, Elliott & Page Global Equity Fund and other similarfunds established by EPL from time to time, but not including RSP Funds, (collectively,the "Underlying Funds") to the Ontario Securities Commission (the "Commission") foran order pursuant to subsection 59(1) of Schedule I of the Regulation to the SecuritiesAct (Ontario) (the "Act") exempting the Underlying Funds from paying duplicate filingfees on an annual basis in respect of the distribution of units of the Underlying Funds tothe RSP Funds, the distribution of units of the Underlying Funds to counterparties withwhom the RSP Funds have entered into forward contracts and on the reinvestment ofdistributions of such units;

AND upon considering the application and the recommendation of the staff ofthe Commission;

AND upon EPL having represented to the Commission that:

1. EPL is or will be the manager and trustee of the RSP Funds and the UnderlyingFunds. EPL is a corporation established under the laws of Ontario.

2. Each of the RSP Funds and the Underlying Funds is, or will be, an open-endunincorporated mutual fund trust established under the laws of Ontario.

3. The Advisor Class units and the Class F units of the RSP Funds and theUnderlying Funds are, or will be, qualified for distribution pursuant to a simplifiedprospectus and annual information form filed across Canada, and the Class Tunits of the Underlying Funds are, or will be, qualified for distribution pursuant tothe same simplified prospectus and annual information form filed acrossCanada.

4. Each of the RSP Funds and the Underlying Funds is, or will be, a reportingissuer under the securities laws of each of the provinces and territories ofCanada. None of the RSP Funds or the Underlying Funds is in default of anyrequirements of the securities legislation, regulations or rules applicable in eachof the provinces and territories of Canada.

5. As part of their investment strategy, the RSP Funds enter into forward contractswith one or more financial institutions (the "Counterparties") that link the returnsto an Underlying Fund.

6. A Counterparty may hedge its obligations under a forward contract by investingin Class T units (the "Hedge Units") of the applicable Underlying Fund.

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

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

9. Annually, each of the RSP Funds will be required to pay filing fees to theCommission in respect of the distribution of its units in Ontario pursuant tosection 14 of Schedule I of the Regulation and will similarly be required to payfees based on the distribution of its units in other relevant Canadian jurisdictionspursuant to the applicable securities legislation in each of those jurisdictions.

10. Annually, each of the Underlying Funds will be required to pay filing fees inrespect of the distribution of its units in Ontario, including units issued to theRSP Funds and the Hedge Units, pursuant to section 14 of Schedule I of theRegulation and will similarly be required to pay fees based on the distribution ofits units in other relevant Canadian jurisdictions pursuant to the applicablesecurities legislation in each of those jurisdictions.

11. A duplication of filing fees pursuant to Section 14 of Schedule I of the Regulationmay result when (a) assets of an RSP Fund are invested in the applicableUnderlying Fund (b) Hedge Units are distributed and (c) a distribution is paid byan Underlying Fund on units of the Underlying Fund held by the applicable RSPFund or Hedge Units which are reinvested in additional units of the UnderlyingFund (the "Reinvested Units").

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

IT IS ORDERED by the Commission pursuant to subsection 59(1) of Schedule Iof the Regulation that the Underlying Funds are exempt from the payment of duplicatefiling fees on an annual basis pursuant to section 14 of Schedule I of the Regulationwith respect to the distribution of units of the Underlying Funds to the RSP Funds, thedistribution of Hedge Units to Counterparties and the distribution of Reinvested Units,provided that each Underlying Fund shall include in its notice filed under section 14(4)of Schedule I of the Regulation a statement of the aggregate gross proceeds realized inOntario as a result of the issuance by the Underlying Funds of (1) units distributed tothe RSP Funds, (2) Hedge Units and (3) Reinvested Units; together with a calculationof fees that would have been payable in the absence of this order.

August 16^th, 2000.

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