Algonquin Power Income Fund - s. 147

WHEREAS Algonquin Power Income Fund (the " Applicant ") filed a preliminary prospectus dated January 11, 2001 (the " Preliminary Prospectus ") in accordance with National Instrument 44-101 -- Short Form Prospectus Distributions (the " Short Form Rule ") relating to the distribution of 5,100,000 trust units of the Applicant and received a receipt therefor dated January 11, 2001;

AND WHEREAS the Applicant intend to file a (final) prospectus (the " Prospectus ") in accordance with the Short Form Rule prior to January 21, 2001 and is desirous of receiving a receipt therefor forthwith;

AND WHEREAS the Short Form Rule may not provide for relief from the requirement contained in subsection 65(1) of the Act that a period of ten days elapse between the issuance by the Director of a receipt for a preliminary prospectus relating to the offering of a security and the issuance of a receipt for a (final) prospectus;

AND WHEREAS the Applicant has applied to the Ontario Securities Commission (the " Commission ") for an order pursuant to section 147 of the Act that it be exempt from such Waiting Period Requirement;

AND WHEREAS the Commission has considered the application and the recommendation of staff to the Commission and is satisfied that to do so would not be prejudicial to the public interest;

IT IS ORDERED pursuant to section 147 of the Act that:

(a) the Applicant is exempt from the requirement that a period of ten days elapse between the issuance by the Director of a receipt for the Preliminary Prospectus and the issuance of a receipt for the Prospectus; and

(b) that the Applicant be exempt from the requirement under the Act to pay fees in connection with the making of this application.

January 16, 2001.

R. Stephen Paddon, J.A. Geller