Securities Law & Instruments


Section 147 - issuer is exempt from the paymentof the fee otherwise payable pursuant to section 7.3 of Rule45-501 in connection with a dual structure transaction wherea filing fee will have already been paid.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am.,s. 147.

Rules Cited

Ontario Securities Commission Rule 45-501 -Exempt Distributions, s. 7.3.



R.S.O. 1990, CHAPTER S.5,as amended (the "Act")






(Section 147)

UPON the application (the "Application")of Electricity Distributors Finance Corporation (the "Seller")and (i) Barrie Hydro Distribution Inc., (ii) EnWin PowerlinesLtd., (iii) Markham Hydro Distribution Inc., (iv) Richmond HillHydro Inc., and (v) Hydro Vaughan Distribution Inc. (collectively,the "Participants") to the Ontario Securities Commission(the "Commission") for an order pursuant to section147 of the Act exempting the Participants from the payment ofduplicative fees otherwise payable under section 7.3 of CommissionRule 45-501 - Exempt Distributions ("Rule 45-501")in connection with the issue and sale of Unsecured Debentures(the "Unsecured Debentures") by the Participants tothe Seller;

AND UPON considering the Applicationand the recommendation of the staff of the Commission;

AND UPON the Seller and the Participantshaving represented to the Commission as follows:

1. The Seller was incorporated under the BusinessCorporations Act (Ontario) on July 4 , 2002 under thename Electricity Distributors Finance Corporation. The Selleris managed by MEARIE Management Inc. The Participants arethe only shareholders of the Seller.

2. Pursuant to an offering memorandum (the"Offering Memorandum") to be prepared by the Sellerand purchase agreements to be dated the closing of the offeringof the 2002-1 Certificates Evidencing Undivided Co-OwnershipInterests in Unsecured Debentures (the "Certificates")between the Seller and each of the Participants, the Sellerwill purchase Unsecured Debentures from the Participants andimmediately thereafter will sell the Certificates pursuantto the prospectus exemption contained in section 2.3 of Rule45-501 and equivalent "private placement" exemptionsin other Provinces of Canada.

3. Persons acquiring Certificates in the Provinceof Ontario will each be "accredited investors" asdefined under section 1.1 of Rule 45-501 and therefore willbe purchasing the Certificates pursuant to the prospectusexemption contained in section 2.3 of Rule 45-501.

4. The proceeds paid by the Certificate holdersto acquire the Certificates will be used by the Seller topurchase the Unsecured Debentures issued by the Participants.

5. None of the Participants nor the Selleris a "reporting issuer" or equivalent in Ontarioor any other Province of Canada.

6. Each of the Participants is a company incorporatedunder the Business Corporations Act (Ontario) whichis engaged exclusively in the distribution of electrical powerwithin municipal boundaries in the Province of Ontario andlicensed and regulated under the Electricity Act, 1998and the Ontario Energy Board Act, 1998.

7. The Seller is an "accredited investor"under subsection (aa) of that definition in section 1.1 ofRule 45-501, as each of the owners of interests, direct orindirect, legal or beneficial, in the Seller are persons orcompanies that are accredited investors.

8. The Unsecured Debentures will be distributedto the Seller pursuant to the prospectus exemption containedin section 2.3 of Rule 45-501.

9. Unless the relief sought is granted, theParticipants will be required to pay a fee equal to the greaterof $100 and 0.02% of the aggregate gross proceeds realizedin Ontario in respect of the distribution of the UnsecuredDebentures to the Seller upon the filing of a Form 45-501F1relating thereto pursuant to section 7.3 of Rule 45-501.

10. However, the Seller will pay filing feesto the Commission totalling the greater of $100 and 0.02%of the aggregate gross proceeds realized in Ontario upon thefiling of a Form 45-501F1 in connection with the distributionof the Certificates to accredited investors in Ontario pursuantto section 7.3 of Rule 45-501.

AND UPON the Commission being satisfiedthat to do so would not be prejudicial to the public interest;

IT IS ORDERED, pursuant to section 147of the Act, that the Participants are exempt from the requirementto pay the fees applicable to the filing of a Form 45-501F1under section 7.3 of Rule 45-501 in connection with the issueand sale of the Unsecured Debentures by the Participants tothe Seller.

August 9, 2002.

"Paul M. Moore"                    "HaroldP. Hands"