Securities Law & Instruments

U. S. registered investment adviser operatingout of Ontario exempted from the adviser registration requirementof the Act in connection with providing securities-related advisoryservices to clients that are resident in the U.S. - advisorsacting on behalf of the U.S. adviser also exempted providedthey act through the U.S. adviser and both the U.S. adviserand advisors acting on its behalf comply with the U.S. securitieslaw.

Statutes Cited

Securities Act (Ontario), R.S.O. 1990 c. S.5,as am., ss. 25(1)(c) & 74(1).

U.S. Investment Advisors Act of 1940, s. 203.










(Subsection 74(1) of the Act)

UPON the application (the Application)of Scotia Cassels U.S. Investment Counsel Inc. (Scotia CasselsU.S.) and Scotia Cassels Investment Counsel Limited (ScotiaCassels), to the Ontario Securities Commission (the Commission)for an order pursuant to Subsection 74(1) of the Act, that ScotiaCassels U.S., and certain individuals (the Scotia Cassels U.S.Advisers), who act as advisers on behalf of Scotia Cassels U.S.and, at the relevant times, are registered to act as adviserson behalf of Scotia Cassels, shall not be subject to section25 of the Act which prohibits a person or company from actingas an adviser unless the person or company is registered asan adviser under the Act, or is registered under the Act asa representative or as a partner or as an officer of a registeredadviser and is acting on behalf of the adviser;

AND WHEREAS Scotia Cassels U.S. and ScotiaCassels have represented to the Commission that:

1. Scotia Cassels U.S. is a corporation incorporatedunder the laws of Canada and is a wholly owned subsidiaryof The Bank of Nova Scotia (the Bank). Scotia Cassels a wholly owned subsidiary of Scotia Cassels and is an indirectwholly owned subsidiary of the Bank. The executive officeof Scotia Cassels U.S. is in Toronto, Ontario.

2. Scotia Cassels U.S. was established asa vehicle to provide advice with respect to securities topersons or companies (the U.S. Clients) that are at the relevanttime resident in the United States of America. Scotia CasselsU.S. is not a registrant under the Act.

3. Scotia Cassels U.S. is registered as aninvestment adviser under section 203 of the United StatesInvestment Advisers Act of 1940 to carry on the businessof an adviser.

4. Scotia Cassels is a corporation incorporatedunder the laws of Canada. Scotia Cassels is a wholly ownedsubsidiary of the Bank. The registered and head office ofScotia Cassels is located in Toronto, Ontario.

5. Scotia Cassels is registered under theAct as an adviser in the categories of investment counseland portfolio manager.

6. None of the Scotia Cassels U.S. Adviserswill act on behalf of Scotia Cassels U.S. for a U.S. Clientin the Province of Ontario unless the Scotia Cassels U.S.Adviser is, at the relevant time, registered under the Actas a representative or officer of Scotia Cassels and is actingon behalf of Scotia Cassels, which is, in turn, registeredto act as an adviser under the Act.

7. Scotia Cassels U.S. Advisers will act onbehalf of Scotia Cassels U.S. as advisers to the U.S. Clientsout of the offices of Scotia Cassels.

8. Scotia Cassels U.S. and the Scotia CasselsU.S. Advisers will comply with all registration and otherrequirements of applicable United States securities laws inrespect of advising U.S. Clients. Scotia Cassels U.S. willnot act as an adviser to any person or company that is thenresident in Canada.

9. U.S. Clients of Scotia Cassels U.S. mayinclude persons or companies who were but are no longer residentsof Canada. U.S. Clients may also include persons or companieswho are neither former Canadian residents nor former clientsof Scotia Cassels.

10. All U.S. Clients of Scotia Cassels U.S.will be asked to enter into an advisory agreement with ScotiaCassels U.S., at which time written disclosure will be providedto the U.S. Client that the U.S. Client is not the responsibilityof Scotia Cassels. U.S. Clients will also receive a retailclient brochure and such other documents as mandated underapplicable United States securities laws. Scotia Cassels U.S.Advisers will have business cards and letterhead which willidentify them to the U.S. Clients as working on behalf ofScotia Cassels U.S., and all communication by Scotia CasselsU.S. Advisers with U.S. Clients, on behalf of Scotia CasselsU.S., will be through Scotia Cassels U.S.

11. U.S. Clients will be advised at the timethey enter into an advisory agreement with Scotia CasselsU.S. (and periodically thereafter) that, if they return toCanada in circumstances that no longer require them to beserviced by Scotia Cassels U.S. according to United Statessecurities legislation, their accounts must either be transferredto Scotia Cassels or to another person or company authorizedto carry on the business of an adviser in the relevant provinceor territory.

IT IS ORDERED THAT Section 25 of theAct shall not apply to Scotia Cassels U.S., or to the ScotiaCassels U.S. Advisers acting on its behalf, in acting as anadviser to U.S. Clients, as described above, provided that:

in acting as an adviser to the U.S. Clients,Scotia Cassels U.S., and the Scotia Cassels U.S. Advisersacting on its behalf, comply with all applicable registrationand other requirements of United States securities legislation;and

in acting as an adviser to the U.S. Clients,Scotia Cassels U.S. acts only through Scotia Cassels U.S.Advisers.

February 18, 2003.

"Paul Moore"                    "RobertW. Korthals"