BMO Nesbitt Burns Inc.

IN THE MATTER OF THE SECURITIES ACT,
R.S.O. 1990, c. S.5, AS AMENDED

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IN THE MATTER OF
BMO NESBITT BURNS INC.

ORDER

WHEREAS on September 18, 2002, the Ontario Securities Commission (the "Commission") issued a Notice of Hearing pursuant to sections 127(1) and 127.1 of the Securities Act, R.S.O. 1990 c. S.5, as amended (the "Act") in respect of BMO Nesbitt Burns Inc. (“Nesbitt”)

AND WHEREAS Nesbitt entered into a settlement agreement dated September 18, 2002 (the "Settlement Agreement") in which it agreed to a proposed settlement of the proceeding, subject to the approval of the Commission;

AND UPON reviewing the Settlement Agreement and the Statement of Allegations of Staff of the Commission (“Staff”), and upon hearing submissions from counsel for Nesbitt and from Staff;

AND WHEREAS the Commission is of the opinion that it is in the public interest to make this Order;

IT IS HEREBY ORDERED THAT:

1. the Settlement Agreement dated September 18, 2002, attached to this Order, is hereby approved;

2. pursuant to subsection 127(1)(6) of the Act, Nesbitt is hereby reprimanded;

3. pursuant to subsection 127(1)(4) of the Act, effective the date of this Order, Nesbitt shall identify and implement new policies with respect to internal compliance reviews and non-trading activities in clients’ accounts to address concerns identified by Staff. Nesbitt will report to Staff within six months of the date of the Order of the Commission approving this Settlement Agreement identifying the policies and procedures that have been implemented

4. Pursuant to subsection 127.1(1)(b) of the Act, at the time of approval of this settlement, Nesbitt is ordered to pay $45,000 to the Commission in respect of a portion of the Commission’s costs with respect to this matter.

DATED at Toronto this 23d day of September, 2002.