Securities Law & Instruments

Headnote

Item E(1) of Appendix C of OSC Rule 13-502 Fees-- exemption for pooled funds from paying an activity fee of$5,500 in connection with an application brought under subsection147 of the Act, provided an activity fee be paid on the basisthat the application be treated as an application for otherregulatory relief under item E(3) of Appendix C of the Rule.

Rules Cited

Ontario Securities Commission Rule 13-502, Fees,(2003) 26 OSCB 891.

Securities Act, R.S.O. 1990, c. S.5 as am.,ss. 77(2) and ss. 78(1).

National Instrument 13-101 -- System for ElectronicDocument Analysis and Retrieval (SEDAR), s. 2.1(1)1.

VIA FAX

August 29, 2003

Stikeman Elliott LLP
5300 Commerce Court West
199 Bay Street
Toronto, ON M5L 1B9

Attention: Ms. Jennifer Northcote

Dear Sirs/Mesdames:

Re:
Enterprise Capital Management Inc.- Application for Exemptive Relief under OSC Rule 13-502Fees (the "Rule" or "Rule 13-502")
Application No 538/03

By letter dated August 11, 2003 as amended onAugust 18, 2003 (the "Application"), you applied onbehalf of Enterprise Capital Management Inc. (the "Company"),the manager of certain pooled funds listed in the Application(the "Existing Pooled Funds") and other pooled fundscreated and managed by the Company from time to time (collectivelywith the Existing Pooled Funds, the "Pooled Funds"),to the Ontario Securities Commission (the "Commission")under subsection 147 of the Securities Act Ontario (the "Act")for relief from subsections 77(2) and 78(1) of the Act, whichrequires every mutual fund in Ontario to file interim and comparativeannual financial statements (the "Financial Statements")with the Commission.

By same date and cover, you additionally appliedto the securities regulatory authority in Ontario (the "DecisionMaker") on behalf of the Company, the manager of the ExistingPooled Funds, for an exemption, pursuant to subsection 6.1 ofRule 13-502, from the requirement to pay an activity fee of$5,500 in connection with the Application in accordance withitem E(1) of Appendix C of the Rule, on the condition that feesbe paid on the basis that the Application be treated as an applicationfor other regulatory relief under item E(3) of Appendix C ofRule 13-502.

Item E of Appendix C of Rule 13-502 specifiesthe activity fee applicable for applications for discretionaryrelief. Item E(1) specifies that applications under subsection147 of the Act pay an activity fee of $5,500, whereas item E(3)specifies that applications for other regulatory relief payan activity fee of $1,500.00.

From our review of the Application and otherinformation communicated to staff, we understand the relevantfacts and representations to be as follows:

1. The Company is a corporation existing underthe laws of Ontario with its head office in Toronto, Ontario.The Company is, or will be, the manager of the Pooled Funds.The Company is registered with the Commission as a adviserin the categories of investment counsel and portfolio managerand as a limited market dealer.

2. The Pooled Funds are, or will be, fundsestablished under the laws of the Province of Ontario. ThePooled Funds will not be reporting issuers in any provinceor territory of Canada. Units of the Pooled Funds are, orwill be, distributed in Canada without a prospectus pursuantto exemptions from the registration and prospectus deliveryrequirements of applicable securities legislation.

3. The Existing Pooled Funds fit within thedefinition of "mutual fund in Ontario" in section1(1) of the Act and are thus required to file Financial Statementswith the Commission under subsections 77(2) and 78(1) of theAct.

4. Section 2.1(1)1 of National Instrument13-101 -- System for Electronic Document Analysis and Retrieval(SEDAR) requires that every issuer required to file a documentunder securities legislation make its filing through SEDAR.The Financial Statements filed with the Commission thus becomepublicly available.

5. In the Application, the Company and thePooled Funds have requested under subsection 147 of the Actrelief from filing the Financial Statements with the Commission.The activity fee associated with the Application is $5,500in accordance with item E(1) of Appendix C of Rule 13-502.

6. If the Company and the Pooled Funds had,as an alternative to the Application, sought an exemptionfrom the requirement to file the Financial Statements viaSEDAR, the activity fee for that application would be $1,500in accordance with item E(3) of Appendix C of Rule 13-502.

7. If the Pooled Funds were reporting issuersseeking the same relief as requested in the Application, suchrelief could be sought under section 80 of the Act, ratherthan under subsection 147 of the Act, and the activity feefor that application would be $1,500 in accordance with itemE(3) of Appendix C of Rule 13-502.

Decision

This letter confirms that, based on the informationprovided in the Application, other communications to staff,and the facts and representations above, and for the purposesdescribed in the Application, the Decision Maker hereby exemptsthe Company and the Existing Pooled Funds from paying an activityfee of $5,500 in connection with the Application, provided thatthe Company and the Existing Pooled Funds pay an activity feeon the basis that the Application be treated as an applicationfor other regulatory relief under item E(3) of Appendix C toRule 13-502.

Yours truly,

"Vera Nunes"