Securities Law & Instruments

Headnote

Subsection 62(5) - Extension of lapse date sought to allow the fund and its manager toredraft the Pro Forma Documents in response to comments received from the OntarioSecurities Commission so that the documents fully comply with the plain language andform requirements of National Instrument 81-101 Mutual Fund Prospectus Disclosure.

Statutes Cited

Securities Act, R.S.O. 1990, c.S.5, as am., 62(5).


IN THE MATTER OF THE SECURITIES ACT
R.S.O. 1990, CHAPTER S-5, AS AMENDED (the "Act")

AND

IN THE MATTER OF
The GS&A RRSP FUND

ORDER
(Subsection 62(5))


WHEREAS The GS&A RRSP Fund (the "Fund") has applied for an order pursuantto subsection 62(5) of the Act for an extension of the lapse date of the current prospectusof the Fund to the time periods that would be applicable if the lapse date for thedistribution of the units of the Fund were August 14, 2000;

AND UPON considering the application and the recommendation of Staff of theOntario Securities Commission (the "Commission");

AND UPON Gluskin Sheff & Associates Inc. (the "Manager") having representedas follows:

1. The Manager is the manager, trustee and principal distributor of the Fund. TheManager's head office is located in Ontario.

2. The Fund is a mutual fund trust that was created under the laws of Ontario on June27, 1997.

3. The Fund is a reporting issuer in the province of Ontario and is not in default of anyrequirements of the securities legislation of Ontario or the rules or regulations madethereunder.

4. The units of the Fund are presently offered for sale on a continuous basis in theProvince of Ontario (and not in any other jurisdiction) pursuant to a simplifiedprospectus and annual information form dated June 18, 1999, a receipt for whichwas issued by the Director on June 22, 1999 (the "Current Prospectus").

5. Pursuant to subsection 62(1) of the Act, the lapse date for the distribution of unitsof the Fund under the Current Prospectus is June 22, 2000 (the "Lapse Date").

6. A pro forma simplified prospectus and a pro forma annual information form (the "ProForma Documents") were filed with the Commission on May 23, 2000. Commentson the Pro Forma Documents were received from staff of the Commission on June6, 2000. The Manager and the Fund require additional time to redraft the ProForma Documents in response to the comments received so that the Pro FormaDocuments fully comply with National Instrument 81-101 Mutual Fund ProspectusDisclosure.

7. The Fund is not in default of any of the requirements of the Act and there havebeen no material changes in the affairs of the Fund since the date of the CurrentProspectus.

AND UPON the undersigned being of the opinion that to do so would not beprejudicial to the public interest;

IT IS ORDERED pursuant to subsection 62(5) of the Act, that the time periodsprovided by clauses 62(2)(b) and (c) of the Act, as they apply to the distribution of the unitsof the Fund under the Current Prospectus, are hereby extended to the time periods thatwould be applicable if the Lapse Date for the distribution of the units of the Fund pursuantto the Current Prospectus was August 14, 2000.

June 30th, 2000.

"Rebecca Cowdery"