Aldersley Securities Inc. - s. 59(2) of Sched. 1 to Reg. 1015 and s. 5.1 of Rule 31-506

November 30, 2002

Order

Headnote

Section 5.1 - OSC Rule 31-506 - exemption tomutual fund dealer from the requirement to be a member of theMutual Fund Dealers Association of Canada - exemption for alimited period of time.

Applicable Ontario Securities CommissionRule

Rule 31-506 - SRO Membership - Mutual Fund Dealers.

IN THE MATTER OF

THE SECURITIES ACT

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

AND

IN THE MATTER OF

ONTARIO SECURITIES COMMISSIONRULE 31-506

SRO MEMBERSHIP B MUTUAL FUNDDEALERS (the "Rule")

AND

IN THE MATTER OF

ALDERSLEY SECURITIES INC.

EXEMPTION

(Section 59(2) of Schedule1 to Ontario Regulation 1015)

(Section 5.1 of the Rule)

UPON the Director having received anapplication (the "Application") from Aldersley SecuritiesInc. ("Aldersley") seeking a decision (i) pursuantto section 5.1 of the Rule, to exempt Aldersley from the applicationof section 2.1 of the Rule, which would require Aldersley tobe a member of the Mutual Fund Dealers Association of Canada(the "MFDA") by July 2, 2002 on the condition thatAldersley is a member of the MFDA by April 1, 2003, and (ii)pursuant to section 59(2) of Schedule I to Ontario Regulation1015 to exempt Aldersley from the requirement to pay an applicationfee in respect of the Application;

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

AND UPON Aldersley having representedto the Director that:

1. Aldersley is registered under the Act asa mutual fund dealer and investment counsel and has its headoffice in Ontario;

2. Aldersley filed a membership application(the "MFDA Application") with the MFDA;

3. Aldersley has complied, on a timely basis,with all requests by the MFDA for information and/or documentspertaining to its MFDA Application;

4. Aldersley received an exemption from section2.1 of the Rule prior to July 2, 2002 (the "Initial Exemption")on the condition that Aldersley be a member of the MFDA byDecember 1, 2002;

5. the MFDA has advised Aldersley that itis prepared to recommend Aldersley for membership in the MFDAwith terms and conditions being placed on its membership relatingto its investment counsel business;

6. Aldersley is not aware of any other issueswhich remain unresolved between it and the MFDA in respectof its MFDA Application;

7. Aldersley is not, to its knowledge, inbreach of any requirements of the Act or the regulations orrules made thereunder; and

8. Aldersley will not be a member of the MFDAby December 1, 2002.

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

IT IS THE DECISION of the Director, pursuantto section 5.1 of the Rule, that Aldersley is exempt from therequirement of section 2.1 of the Rule, as modified by the InitialExemption, on the condition that, from and after April 1, 2003,so long as Aldersley is registered as a mutual fund dealer underthe Act it is a member of the MFDA.

IT IS THE FURTHER DECISION of the Director,pursuant to section 59(2) of Schedule I to Ontario Regulation1015, that Aldersley is exempt from the requirement to pay theapplication fee required by section 53(1) of Schedule 1 to OntarioRegulation 1015 in respect of the Application.

November 30, 2002.

"David M. Gilkes"