RT Capital Management Inc.



Subsection 74(1) - trades by pooled fund of additional units to existing Unitholders (holdingunits having an aggregate acquisition cost or net asset value of not less than $150,000exempted from sections 25 and 53 of the Act.

Statutes Cited

Securities Act, R.S.O. 1990, c.S.5, as am., ss. 1(1), 25, 35(1)(5), 53, 72(1)(d), 74(1).

Rules Cited

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




(Subsection 74(1) of the Act)

UPON the application (the "Application") of RT Capital Management Inc. (the"Applicant") to the Ontario Securities Commission (the "Commission") for a ruling pursuantto subsection 74(1) of the Act that additional investments in units of pooled fund trusts(individually a "Fund" and, collectively, the "Funds") established or to be established fromtime to time by the Applicant are not subject to sections 25 or 53 of the Act once an initialinvestment of $150,000 is made;

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

AND UPON the Applicant representing to the Commission that:

1. The Applicant is a corporation incorporated under the laws of Canada and isregistered under the Act as an adviser in the categories of investment counsel andportfolio manager.

2. The head office of the Applicant is located in Ontario.

3. The Applicant is not a reporting issuer under the Act.

4. The Applicant has established and may establish Funds under the laws of Ontario,from time to time, as open-ended pooled investment trusts, in order to provide apooled investment vehicle for its clients.

5. Each Fund is or will be established pursuant to a declaration or deed of trust underwhich a trust company incorporated and licensed under the laws of Canada or aprovince of Canada will act as trustee and custodian of the trust propertycomprising each Fund.

6. The Funds are not and do not currently intend to become reporting issuers underthe Act, and units of the Funds are not and will not be listed on any stock exchange.

7. Units of certain existing Funds and Funds to be established are or will be qualifiedfor investment by a trust governed by a registered retirement savings plan or aregistered retirement income fund.

8. Units of each Fund are and will be non-transferable and are and will be redeemableupon the request of a unitholder at the net asset value per unit on a valuation date,all as set out in each Fund's respective declaration or deed of trust.

9. Units of the Funds are and will be distributed on a continuous basis pursuant to theexemptions from the registration and prospectus requirements contained inparagraph 35(1)5 and clause 72(1)(d) of the Act, as amended by section 3.1 ofCommission Rule 45-501 (the "Privately Placed Units") and pursuant to otherexemptions and discretionary rulings granting relief from the registration andprospectus requirements of the Act.

10. The assets of each Fund are and will be invested from time to time upon the adviceof the Applicant, or an investment adviser appointed by the Applicant based on theobjectives, policies and restrictions of such Fund as set out in each Fund'srespective declaration or deed of trust.

11. The value of the minimum initial investment in Privately Placed Units (the "InitialInvestment") by an investor will be no less than $150,000.

12. Following the Initial Investment in a Fund, investors may acquire additionalPrivately Placed Units of that Fund (the "Additional Units") by:

(a) automatically reinvesting distributions, attributable to outstanding PrivatelyPlaced Units; or

(b) subscribing and paying for Additional Units.

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

IT IS RULED, pursuant to subsection 74(1) of the Act, that trades in AdditionalUnits, as described above, are not subject to sections 25 and 53 of the Act, provided that:

(a) at the time of the acquisition of Additional Units of a Fund, the Applicant'sregistration under the Act as an investment counsel and portfolio manageris in good standing;

(b) at the time of the acquisition of Additional Units of a Fund, the unitholderthen holds Privately Placed Units of that Fund having an aggregateacquisition cost or an aggregate net asset value of not less than $150,000;and

(c) the ruling will terminate 90 days after the publication in final form by theCommission of any rule exempting from sections 25 and 53 of the Actdistributions on behalf of a pooled fund of additional securities, which ruleapplies to trades of Additional Units as described in paragraph (b) above.

January 11th, 2000.

"J. A. Geller"     "Robert W. Korthals"