Securities Law & Instruments

INTHE MATTER OF

THESECURITIES ACT,

R.S.O.1990, CHAPTER S.5, AS AMENDED

AND

INTHE MATTER OF

THEREGULATION

UNDERTHE SECURITIES ACT,

R.R.O.1990, REGULATION 1015, AS AMENDED

(the"Regulation")

AND

INTHE MATTER OF

NORTHWESTMUTUAL FUNDS INC.

AND

NORTHWESTINTERNATIONAL FUND

ORDER

(Subsection59(1) of Schedule I to the Regulation)

UPONthe application of Northwest Mutual Funds Inc. ("NWMF"),the trustee, manager and principal distributor of the NorthwestRSP International Fund (the "Clone Fund"), theNorthwest Balanced Fund (the "Balanced Fund"and collectively with the Clone Fund hereinafter referred to as,the "Top Funds") and the Northwest InternationalFund (the "Underlying Fund")for an order pursuant to subsection 59(1) of Schedule I of theRegulation (the "Schedule") exempting the UnderlyingFund from having to pay the Ontario Securities Commission thatportion of its annual filing fee that is determined with referenceto the distribution of units (referred to herein as "Units")of the Underlying Fund to the Top Funds, the distribution of Unitsof the Underlying Fund to a counterparty with whom the Clone Fundhas entered into a forward contract, and on the reinvestment ofdistributions of income and/or capital of such Units;

ANDUPON considering the application and the recommendationof the staff of the Commission;

ANDUPON NWMF having represented to the Commission that:

1.NWMF is the trustee, manager and principal distributor of theTop Funds and the Underlying Fund. NWMF is a corporation amalgamatedunder the laws of Ontario.

2.The Top Funds and the Underlying Fund are open-ended unincorporatedmutual fund trusts established under the laws of Ontario.

3.The Top Funds and the Underlying Fund are reporting issuers andnot in default of any requirement of the securities acts or regulationsapplicable in each of the provinces and territories of Canada.The Units of the Top Funds and the Underlying Fund are qualifiedfor distribution pursuant to simplified prospectuses and annualinformation forms in those jurisdictions.

4.As part of their investment strategy, each of the Top Funds mayinvest a portion of its assets directly in Units of the UnderlyingFund (the "Direct Units"). In addition, the CloneFund enters into a forward contract with a counterparty who maychoose to hedge its exposure under the forward contract by investingdirectly in Units of the Underlying Fund (the "Hedge Units").

5.Applicable securities regulatory approvals for the investmentsby the Top Funds in Direct Units and for the Top Funds' investmentstrategies have been obtained.

6.Annually, each of the Top Funds will be required to pay filingfees to the Commission in respect of the distribution of its Unitsin Ontario pursuant to section 14 of the Schedule and will similarlybe required to pay fees based on the distribution of its Unitsin other relevant Canadian jurisdictions pursuant to applicablesecurities legislation in each of those jurisdictions.

7.Annually, the Underlying Fund will be required to pay filing feesin respect of the distribution of its Units in Ontario, includingthe distribution of the Direct Units and the Hedge Units, pursuantto Section 14 of the Schedule and will similarly be required topay fees based on the distribution of its Units in other relevantCanadian jurisdictions pursuant to the applicable securities legislationin each of those jurisdictions.

8.A duplication of filing fees pursuant to Section 14 of the Scheduleof the Regulation may result when (a) Direct Units are distributed(b) Hedge Units are distributed and (c) a distribution fee ispaid by the Underlying Fund on the Direct Units and the HedgeUnits which are reinvested in Units of the Underlying Fund (the"Reinvested Units").

ANDUPON the Commission being satisfied that to do so wouldnot be prejudicial to the public interest;

ITIS ORDERED by the Commission pursuant to subsection 59(1)of the Schedule that the Underlying Fund is exempt from the paymentof duplicate filing fees on an annual basis pursuant to section14 of the Schedule in respect of the distribution of Direct Unitsto the Clone Fund, Hedge Units to a counterparty and ReinvestedUnits in connection with any such distributions made on or afterFebruary 28, 2001 provided that the Underlying Fund shall includein its notice filed under subsection 14(4) of the Schedule a statementof the aggregate gross proceeds realized in Ontario as a resultof the issuance by the Underlying Fund of such Units, togetherwith a calculation of the fees that would have been payable inthe absence of this order.

ANDIT IS FURTHER ORDERED by the Commission pursuant to subsection59(1) of the Schedule that the Underlying Fund is exempt fromthe payment of duplicate filing fees on an annual basis pursuantto section 14 of Schedule 1 of the Regulation in respect of thedistribution of Direct Units to the Balanced Fund and ReinvestedUnits, in connection with any such distributions made on or afterFebruary 28, 2001, provided that the Underlying Fund shall includein its notice filed under subsection 14(4) of the Schedule a statementof the aggregate gross proceeds realized in Ontario as a resultof the issuance by the Underlying Fund of such Units, togetherwith a calculation of the fees that would have been payable inthe absence of this order.

April9, 2002.

"TheresaMcLeod"       "H. Lorne Morphy"