Phoenix Bond and Equity Corporation and Phoenix Capital Inc. - OSC Rule 13-502

Headnote

Issuer exempt from requirement to pay filingfee in connection with take-over bid circular filed in Ontario-- target has 17 unitholders in Ontario holding 3.6% of targetunits -- issuer also exempt from paying additional $2,000 feefor application because parent pays participation fees in Ontario.

Ontario Rules Cited

Ontario Securities Commission Rule 13-502 Fees,Parts E(3) and G(1) of Appendix C, and section 6.1.

IN THE MATTER OF

ONTARIO SECURITIES COMMISSION

RULE 13-502 FEES

AND

IN THE MATTER OF

PHOENIX BOND AND EQUITY CORPORATION

ORDER

(Rule 13-502)

WHEREAS the Ontario Securities Commission(the "OSC") has received an application from PhoenixBond and Equity Corporation ("Phoenix") and PhoenixCapital Inc. ("Phoenix Parent") for an order, pursuantto section 6.1 of OSC Rule 13-502 Fees (the "Fees Rule"),that:

(i) the requirement to pay a filing fee underPart G(1) of Appendix C of the Fees Rule shall not apply toPhoenix in connection with the filing of the take-over bidcircular (the "Circular") accompanying Phoenix'soffer (the "Offer") dated June 30, 2003 for alloutstanding units (the "Units") of Imperial SquareEdmonton III -- West ("Imperial West") not currentlyowned by Phoenix Parent (the "Take-over Bid Application");and

(ii) in connection with the filing of theTake-over Bid Application, the activity fee payable by Phoenixunder Part E(3) of Appendix C of the Fees Rule shall not includethe additional amount of $2,000 payable by Phoenix becauseit does not pay a participation fee.

AND WHEREAS Phoenix and Phoenix Parenthave represented to the OSC that:

1. Phoenix was incorporated under the lawsof the Province of Ontario on August 26, 1998 and is a whollyowned subsidiary of Phoenix Parent.

2. Phoenix was incorporated for administrativeand tax reasons to assist in business acquisitions by PhoenixParent. It conducts no other business other than as directedby Phoenix Parent. Phoenix Parent consolidates the financialinformation of Phoenix in its financial statements.

3. Phoenix Parent is a reporting issuer inBritish Columbia, Alberta, Saskatchewan, Manitoba, Ontario,New Brunswick, Nova Scotia, and Newfoundland and Labrador.Phoenix Parent is not in default of any requirement underthe securities legislation of Ontario.

4. Phoenix Parent pays participation feesas required under section 2.2 of the Fees Rule. Under clause2.2(2)(a), Phoenix is not required to pay a participatingfee as Phoenix Parent is a reporting issuer under the securitieslegislation of Ontario.

5. Imperial West is a rental pool that ownsa commercial property in Edmonton, Alberta. By order of theAlberta Securities Commission Board dated January 15, 1992,Imperial West was declared to be a reporting issuer for purposesof the Securities Act (Alberta). Imperial West is nota reporting issuer in Ontario.

6. The Units are not listed or traded on anystock exchange or other market.

7. Based upon publicly available information,there were 3,150,417 Units outstanding as of the date of theOffer. As of the date of the Offer, Phoenix Parent beneficiallyowned 1,915,184 Units, representing approximately 61% of theoutstanding Units.

8. Based upon publicly available information,there are only 17 holders of Units in Ontario (the "OntarioUnitholders"). The Ontario Unitholders own 115,000 Units,or 3.6% of the outstanding Units. As the consideration payableunder the Offer is $0.60 per Unit, the Ontario Unitholdersare entitled to receive $69,000 for their Units.

THE ORDER of the OSC under the Fees Ruleis that:

(a) the requirement to pay a filing fee underPart G(1) of Appendix C of the Fees Rule shall not apply toPhoenix in connection with the filing of the Circular in Ontario;and

(b) in connection with the filing of the Take-overBid Application, the activity fee payable by Phoenix underPart E(3) of Appendix C of the Fees Rule shall not includethe additional amount of $2,000 payable by Phoenix becauseit does not pay a participation fee.

July 22, 2003.

"John Hughes"