Avenue Wealth Management Inc. - s. 5.1 of Rule 31-506

November 27, 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

AVENUE WEALTH MANAGEMENT INC.

(formerly BLUE HERON WEALTHMANAGEMENT INC.)

EXEMPTION

(Section 5.1 of the Rule)

UPON the Director having received anapplication (the "Application") from Avenue WealthManagement Inc. ("AWMI") seeking a decision pursuantto section 5.1 of the Rule, to exempt AWMI from the applicationof section 2.1 of the Rule, which would require AWMI to be amember of the Mutual Fund Dealers Association of Canada (the"MFDA") from and after July 2, 2002 on the conditionthat AWMI is a member of the MFDA by April 1, 2003;

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

AND UPON AWMI having represented to theDirector that:

1. The Applicant is a corporation establishedunder the laws of the Province of Ontario. By Articles ofAmendment dated October 10, 2002, the name of the Applicantwas changed from Blue Heron Wealth Management Inc. to AvenueWealth Management Inc.

2. AWMI is registered under the Act as a mutualfund dealer and limited market dealer and has its head officein Ontario;

3. AWMI filed a membership application (the"MFDA Application") with the MFDA;

4. AWMI has complied, on a timely basis, withall requests by the MFDA for information and/or documentspertaining to its MFDA Application;

5. AWMI is not aware of any issues which remainunresolved between it and the MFDA in respect of its MFDAApplication;

6. AWMI is not, to its knowledge, in breachof any requirements of the Act or the regulations or rulesmade thereunder;

7. AWMI received an exemption from section2.1 of the Rule prior to July 2, 2002 ("the Initial Exemption")on the condition that AWMI is a member of the MFDA by December1, 2002; and

8. AWMI will not be a member of the MFDA byDecember 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 AWMI is exempt from the requirementof section 2.1 of the Rule, as modified by the Initial Exemption,to be a member of the MFDA by December 1, 2002, on the conditionthat from and after April 1, 2003, so long as AWMI is registeredas a mutual fund dealer under the Act, it is a member of theMFDA.

November 27, 2002.

"David M. Gilkes"