Epcor Utilities Inc. - ss. 59(2)

Headnote

Section 15.1 of Rule 41-501 - relief from certain requirements of Rule 41-501 where preliminary prospectus andprospectus filed in accordance with National Instrument 44-101.

Subsection 5.1(1) of National Instrument 41-101 ­ relief from requirements of 41-101 where preliminary prospectus andprospectus filed in accordance with National Instrument 44-101.

Subsection 59(2) of Schedule I ­ waiver of fees

Statutes Cited

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

Regulation Cited

Schedule I to General Regulation, Ont. Reg. 1015 R.R.O 1990, as am., s.59(2).

Rules Cited

National Instrument 41-101 Prospectus Disclosure Requirements (2000) 23 OSCB

(Supp) 759

Commission Rule 41-501 General Prospectus Requirements (2000) 23 OSCB

(Supp) 765

National Instrument 44-101 Short Form Prospectus Distributions (2000) 23 OSCB

(Supp) 867

National Instrument 44-102 Shelf Distributions (2000) 23 OSCB (Supp) 565

IN THE MATTER OF

THE SECURITIES ACT

R.S.O. 1990, C.S.5, AS AMENDED (the "Act"),

ONTARIO REGULATION 1015, R.R.O. 1990, AS AMENDED (the "Regulation")

NI 44-101 SHORT FORM PROSPECTUS DISTRIBUTIONS (the "Short Form Rule"),

NI 41-101 PROSPECTUS DISCLOSURE REQUIREMENTS (the "Disclosure Rule"), NI 44-102 SHELFDISTRIBUTIONS (the "Shelf Rule") and COMMISSION RULE 41-501 GENERAL PROSPECTUSREQUIREMENTS (the "General Prospectus Rule")

AND

IN THE MATTER OF

EPCOR UTILITIES INC.

ORDER AND DECISION

(Section 15.1 of the General Prospectus Rule,

Subsection 5.1(1) of the Disclosure Rule and

Subsection 59(2) of Schedule I to the Regulation)

WHEREAS Epcor Utilities Inc. (the "Applicant") filed an amendment dated April 19, 2001 to a short form baseshelf prospectus dated June 14, 2000 (as amended, the "Prospectus") in accordance with the Short Form Rule andthe Shelf Rule relating to the qualification of $1,100,000 Medium Term Note Debentures (the "Offering");

AND WHEREAS the Applicant has applied for certain relief from the Disclosure Rule and the GeneralProspectus Rule and for relief from the requirement to pay fees in connection with such application;

AND WHEREAS pursuant to an assignment dated April 12, 1999, as amended on September 7, 1999,February 15, 2000 and January 23, 2001, the Commission assigned certain of its powers and duties under the Act toeach "Director", as that term is defined in subsection 1(1) of the Act;

AND WHEREAS on April 12, 1999 the Executive Director issued a determination and designation whichdesignated, inter alia, each Manager in the Corporate Finance Branch of the Commission as a "Director" for thepurposes of subsection 1(1) of the Act;

AND UPON the Director being satisfied that to do so would not be prejudicial to the public interest;

IT IS HEREBY DECIDED pursuant to section 15.1 of the General Prospectus Rule that the General ProspectusRule, other than section 13.9 thereof, does not apply to the Preliminary Prospectus and the Prospectus;

AND IT IS FURTHER DECIDED pursuant to subsection 5.1(1) of the Disclosure Rule that the Disclosure Ruledoes not apply to the Prospectus;

AND IT IS HEREBY DECIDED pursuant to subsection 59(2) of Schedule I to the Regulation that the Applicantbe exempt from the requirement under the Act to pay fees in connection with the making of this application.

April 27, 2001.

"Margo Paul"