Standard Life Portfolio Management Ltd. et al.

Headnote

Order granted pursuant to section 80 of the Commodity Futures Act R.S.O. 1990,c.20 as amended by the More Tax Cuts for Jobs, Growth and Prosperity Act, 1999(collectively, the "CFA") that Standard Life Portfolio Management Ltd. and itsrepresentatives, partners and officers are not subject to the requirements of clause22(1)(b) of the CFA with respect to the Standard Life Active U.S. Equity RSP Fund,Standard Life International Equity RSP Fund, Standard Life U.S. Equity Index RSPFund and Standard Life Global Diversified RSP Fund.

Statutes Cited

Commodity Futures Act (Ontario) R.S.O. 1990, c.20 as amended by the More TaxCuts for Jobs, Growth and Prosperity Act, 1999 clause 22(1)(b) and section 80.

UPON the application of Standard Life Portfolio Management Ltd. ("SLPM")to the Ontario Securities Commission (the "Commission") for a ruling under section80 of the Commodity Futures Act R.S.O. 1990, c. 20 as amended by the More TaxCuts for Jobs, Growth and Prosperity Act, 1999 (collectively, the "CFA") that SLPMand its representatives, partners and officers are not subject to the requirements ofparagraph 22(1)(b) of the CFA with respect to the Standard Life Active U.S. EquityRSP Fund, Standard Life International Equity RSP Fund, Standard Life U.S. EquityIndex RSP Fund and Standard Life Global Diversified RSP Fund (collectively the"Funds");

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

AND UPON SLPM representing to the Commission as follows:

1. A preliminary simplified prospectus and preliminary annual information formfor the Funds were filed as SEDAR Project No. 215437 on October 29, 1999,and a final simplified prospectus and annual information form for the Fundswere filed on January 7, 2000.

2. The Funds are open-end mutual funds established under the laws of Ontarioon January 6, 2000 by an amendment and restatement of the declarations oftrust establishing the Established Funds (as defined below). The Funds haveno officers, and the trustee is responsible for providing or arranging for theprovision of all services to the Funds.

3. The Funds will invest in, among other things, commodity futures contractsand commodity futures options.

4. Standard Life Trust Company ("SLTC"), a federally regulated trust company,is trustee and custodian of each of the Funds. SLTC is also the trustee andcustodian of ten other Standard Life Mutual Funds (the "Established Funds"),four of which were established on October 1, 1992 and six of which wereestablished on November 1, 1994. At the time when the Established Fundswere created, it was not possible to establish a business or commercial trustunder the laws of the Province of Quebec and although SLTC has itsprincipal office at 1245 Sherbrooke Street West, Montreal and all of theprincipal activities of SLTC take place in Quebec, each of the EstablishedFunds was required to be established under the laws of Ontario and maintaina principal office in Ontario. Like the Established Funds, each of the Fundsmaintains its principal office within the premises of Standard Life AssuranceCompany located at 121 King Street West, Toronto, Ontario, however, noofficer or director of SLTC is a resident of Ontario and no activities in respectof the operation of the Funds occur in Ontario except for the distribution ofunits of the Funds.

5. Standard Life Mutual Funds Ltd. ("SLMF"), a company incorporated underthe laws of Canada on January 4, 2000, is the manager of the Funds. SLMFwill be responsible for managing the Funds, including providing or arrangingfor the provision of all required administrative services for the Funds. SLMFhas its principal office at 1245 Sherbrooke Street West, Montreal and all ofthe directors, officers and employees of SLMF are residents of Quebec.

6. SLPM is a Quebec-based portfolio manager registered as adviser under theSecurities Act (Quebec). In support of the offering of the Funds, SLPM hasalso received registration with the Commission des valeurs mobilières duQuébec to advise with respect to derivatives, including commodity futurescontracts and commodity futures options. SLPM's registration permits it "tooffer investment counsel services with respect to derivatives."

AND WHEREAS paragraph 22(1)(b) of the CFA prohibits a person orcompany from acting as an adviser unless such person or company is registered asan adviser, or is registered as a representative or as a partner or an officer of aregistered adviser and is acting on behalf of a registered adviser, and theregistration is in accordance with Ontario commodity futures law;

AND UPON the Commission being satisfied that to make this order would notbe prejudicial to the public interest;

IT IS ORDERED pursuant to section 80 of the CFA that SLPM and itsrepresentatives, partners and officers are not subject to the requirement ofparagraph 22(1)(b) of the CFA in respect of the advice it provides to the Fundsprovided that:

(1) SLPM is registered as an adviser under the Securities Act (Quebec) and withthe Commission des valeurs mobilières du Québec to advise with respect toderivatives, including commodity futures contracts and commodity futuresoptions;

(2) no activities in respect of the operation of the Funds occur in Ontario exceptin respect of the distribution of units of the Funds; and

(3) SLPM's advice to the Funds is given outside the Province of Ontario.

January 25^th, 2000.

"Howard I. Wetston"    "R. Stephen Paddon"