ScotiaMcLeod & Pinnacle Funds - ss. 59(1)

UPON the application (the Application) of ScotiaMcLeod (Scotia), a division of Scotia Capital Inc., the manager and trustee of the Pinnacle RSP American Value Equity Fund, Pinnacle RSP American Large Cap Growth Equity Fund, Pinnacle RSP American Mid-Cap Growth Equity Fund, Pinnacle RSP International Equity Fund, Pinnacle RSP Global Equity Fund and other similar mutual funds established by Scotia from time to time, (collectively, the Top Funds) and Pinnacle American Value Equity Fund, Pinnacle Large Cap Growth Equity Fund, Pinnacle American Mid-Cap Growth Equity Fund, Pinnacle International Equity Fund, Pinnacle Global Equity Fund and other similar mutual funds established by Scotia from time to time (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 Top Funds, the distribution of units of the Underlying Funds to Counterparties (defined herein) with whom the Top 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 Scotia having represented to the Commission that:

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

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

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

4.Each of the Top Funds and Underlying Funds is or will be a reporting issuer under the securities laws of each of the provinces and territories of Canada. None of the existing Top 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 Top Funds enter into forward contracts with one or more financial institutions (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 Underlying Fund.

7.As part of its investment strategy, each Top Fund 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 Top Funds investment strategies have been obtained, where necessary.

9.Annually, each Top Fund will be required to pay filing fees to the Commission in respect of the distribution of its units in Ontario pursuant to section14 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 Underlying Fund 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 Top Funds, 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 Section14 of Schedule I of the Regulation may result when: (a)assets of a Top Fund are invested in an 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 a Top Fund or Hedge Units which are reinvested in additional units of the Underlying Fund (Reinvested Units).

AND UPON the Commission being satisfied that 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 Top 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 subsection14(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 Top 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.

January 9, 2001.

J.A. Geller, Stephen N. Adams