I. A. Michael Investment Counsel Ltd.

Headnote

Subsection 74(1) - Certain trades in units that constitute an initial investment in a pooledfund, and additional units of such fund, exempt from section 25 and 53 of the Act subjectto certain conditions.

Section 147 - Trades in units of pooled funds not subject to subsection 72(3) of the Actprovided a Form 45-501F1 filed and required fees paid annually.

Section 233 of the Regulation - Relief granted from sections 223, 226, 227 and 228 of theRegulation with respect to the distribution of units of the funds subject to certainconditions.

Statutes Cited

Securities Act, R.S.O. 1990, c.S.5, as am. ss. 25, 35(1)5, 53, 72(1)(d), 72(3), 74(1), 77(2),78, 79, 147.

Regulations Cited

Regulation made under the Securities Act, R.R.O. 1990, Reg. 1015, as am., ss. 223, 226,227, 228, 233.

Rules Cited

Ontario Securities Commission Rule 45-501 "Exempt Distributions", ss. 3.1, 7.1.

Ontario Securities Commission Rule 81-501 "Mutual Fund Reinvestment Plans", s. 2.1.

UPON the application (the "Application") of I.A. Michael Investment Counsel Ltd.(the "Applicant") to the Ontario Securities Commission (the "Commission") for: (i) a rulingpursuant to subsection 74(1) of the Act that certain trades in units ("Units") of pooled fundtrusts established or to be established by the Applicant are not subject to sections 25 or53 of the Act; (ii) an order of the Commission pursuant to section 147 of the Act that thetrades in Units are not subject to subsection 72(3) of the Act and Rule 45-501 of theCommission entitled "Exempt Distributions" ("Rule 45-501") with respect to the filing of aForm 45-501F1 in respect of trades in Units of such pooled fund trusts, provided a Form45-501F1 and the prescribed fee are filed within 30 days of the financial year end of eachpooled fund trust; and (iii) an order pursuant to section 233 of the Regulation exemptingthe Applicant from sections 223, 226, 227 and 228 of the Regulation in respect of thedistribution of the Units;

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

AND UPON the Applicant having represented to the Commission that:

1. The Applicant is a corporation incorporated under the laws of the Province ofOntario and is registered under the Act as an adviser in the categories ofinvestment counsel and portfolio manager and as a dealer in the category of limitedmarket dealer.

2. The Applicant manages three open-ended pooled fund trusts, namely the ABCFully-Managed Fund, the ABC Fundamental-Value Fund and the ABC American-Value Fund. Each fund was established by a separate trust indenture pursuant towhich Royal Trust Company (the "Trustee") acts as the trustee of the fund and ascustodian of the trust property comprising the fund. The Applicant may from timeto time form and manage additional pooled fund trusts in the future (each of suchexisting and future funds is referred to as a "Fund" and all such funds arecollectively referred to as the "Funds").

3. Each Fund is, or will be, a "mutual fund in Ontario" as defined in subsection 1(1) ofthe Act and, as such, is required to comply with the requirements of subsection77(2) and sections 78 and 79 of the Act with respect to the preparation, mailing tosecurityholders and filing with the Commission of interim and annual financialstatements.

4. Units of the Funds are, or will be, redeemable without charge upon the request ofa holder of Units of a Fund at the net asset value per Unit on a valuation date setout in each Fund's respective trust indenture.

5. Units in each of the Funds are, or will be, non-transferable.

6. None of the Funds is, or is expected to become, a reporting issuer under the Act.

7. The assets of each of the Funds is, or will be, invested from time to time upon theadvice of the Applicant based on the objectives, policies and restrictions set out ineach Fund's respective trust indenture.

8. Investors are not permitted to subscribe for Units of a Fund unless such investormakes, or has made, an initial purchase of Units (an "Initial Investment") at asubscription price of not less than $150,000. The Applicant proposes that, for thepurposes of calculating an investor's Initial Investment in a Fund, an investor mayaggregate purchases made by the investor, his or her registered retirement savingsplan or registered retirement income fund, and his or her wholly-owned companies,or any combination of the foregoing (a "Unitholder").

9. An Initial Investment in a Fund may not be made in reliance upon the registrationand prospectus exemptions contained in paragraph 35(1)5 and clause 72(1)(d) ofthe Act, as amended by section 3.1 of Rule 45-501, where an investor calculateshis or her Initial Investment in a Fund as described in paragraph 8 above.

10. Following an Initial Investment in a Fund, it is proposed that a Unitholder bepermitted to subscribe for additional units of such Fund (the "Additional Units") by:

(a) automatically reinvesting distributions otherwise receivable by the Unitholderwhich are attributable to outstanding units, unless otherwise requested bya Unitholder; or

(b) subscribing and paying for Additional Units.

11. The issuance of Additional Units to Unitholders pursuant to the reinvestment ascontemplated in paragraph 10(a) above will be made by the Fund in reliance uponthe registration and prospectus exemptions contained in Rule 81-501 of theCommission entitled "Mutual Fund Reinvestment Plans".

12. It is proposed that Unitholders be permitted to purchase Additional Units of a Fundwith a minimum acquisition cost of at least $1,000, as contemplated in paragraph10(b) above, provided that at the time of such subsequent acquisition, theUnitholder holds Units of the same Fund having either an aggregate acquisitioncost or an aggregate net asset value of at least $150,000.

13. Additional Units of a Fund will be offered for sale to existing Unitholders at their netasset value per Unit as determined in accordance with the terms of the Fund's trustindenture and accordingly, the issuance of Additional Units to existing Unitholderswill not dilute or otherwise negatively effect the interests of existing Unitholders.

AND UPON the Commission being satisfied that to grant this ruling and order wouldnot be prejudicial to the public interest;

IT IS RULED pursuant to subsection 74(1) of the Act that trades by the Trustee onbehalf of a Fund of Units or Additional Units of a Fund to a Unitholder as described inparagraphs 8 and 12 of this ruling and order will not be subject to sections 25 and 53 ofthe Act, provided that:

A. at the time of the acquisition of Units or Additional Units of a Fund, the Applicant isregistered under the Act as an adviser in the categories of investment counsel andportfolio manager and as a dealer in the category of limited market dealer and suchregistrations are in good standing;

B. at the time of the acquisition of Units of a Fund, the aggregate acquisition cost ofthe Initial Investment to the Unitholder is not less than $150,000;

C. at the time of the acquisition of Additional Units of a Fund, the Unitholder then ownsUnits of that Fund having either an aggregate acquisition cost or net asset value ofnot less than $150,000; and

D. this ruling will terminate upon the publication in final form by the Commission of anyrule regarding trades in securities of pooled funds.

AND IT IS ORDERED pursuant to section 147 of the Act that trades by the Trusteeon behalf of a Fund of Units and Additional Units of a Fund to a Unitholder is not subjectto subsection 72(3) of the Act and Rule 45-501 provided that within 30 days after thefinancial year of such Fund, the Fund files a report in accordance with Form 45-501F1 inrespect of trades in Units and Additional Units of the Fund during such financial year andpays the fee prescribed by section 7.3 of Rule 45-501.

AND IT IS FURTHER ORDERED pursuant to section 233 of the Regulation that theApplicant is exempt from the requirements of sections 223, 226 and 228 of the Regulationin respect of distributions of Units and Additional Units of the Funds.

AND IT IS FURTHER ORDERED pursuant to section 233 of the Regulation that theApplicant is exempt from the requirements of section 227 of the Regulation in respect ofdistributions of Units and Additional Units of the Funds, provided that the Applicant, beforeacquiring discretionary authority, secures the specific and informed written consent of theclient to the exercise of the discretionary authority in respect of the Units of the Funds.

March 17^th, 2000.

"J. A. Geller"     "Robert W. Davis"