Casgrain & Company Limited

Headnote

Application by exempt market dealer (EMD) for relief from restrictions contained in subsections 25(2) and 26(4) of the Securities Act (Ontario) on acting as underwriter in prospectus offerings in Ontario -- applicant a party to dealer agreements relating to distribution of medium term notes under MTN programs -- applicant has signed underwriter certificate pages in respective shelf prospectuses, amendments or supplements -- applicant registered as investment dealer under the Securities Act (Québec) and a member of Investment Industry Regulatory Organization of Canada (IIROC) -- applicant has filed application for interface registration as an investment dealer in Ontario -- relief granted for 180 days to permit applicant to participate as underwriter in connection with distribution in Ontario of medium term notes pending processing of its application as an investment dealer in Ontario.

Legislation Cited

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 1(1) ("underwriter"), 25(2), 26(4), 74(1), 147.

Part 6 of National Policy 11-204 Process for Registration in Multiple Jurisdictions (NP 11-204).

May 7, 2010

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO

(the "Jurisdiction")

AND

IN THE MATTER OF

CASGRAIN & COMPANY LIMITED

(the "Filer")

DECISION

Background

The Ontario Securities Commission (the "Commission") has received an application from the Filer for an order pursuant to subsection 74(1) and section 147 of the Securities Act (Ontario) (the "Act") that the Filer be exempt, for a period of 180 days from the date of this decision, from the restrictions contained in subsections 25(2) and 26(4) of the Act relating to acting as an underwriter with respect to the distribution of medium term notes in Ontario from time to time under the short form base shelf prospectuses listed in Schedule 1 (the "MTN Programs"), as amended and supplemented from time to time (the "Requested Relief").

Interpretation

Terms defined in National Instrument 14-101 Definitions have the same meaning if used in this decision, unless otherwise defined.

Representations

This decision is based on the following facts represented by the Filer:

1. The Filer is a corporation incorporated under the federal laws of Canada.

2. The Filer's head office is located at 1200 McGill College Avenue, 21st floor, Montreal, Québec, H3B 4G7.

3. The Filer is registered as an investment dealer under the Securities Act (Québec) and is a member of the Investment Industry Regulatory Organization of Canada (IIROC).

4. The Filer is registered under the Act as an exempt market dealer. The Filer has filed an application for interface registration (as described in Part 6 of National Policy 11-204 Process for Registration in Multiple Jurisdictions (NP 11-204)) as an investment dealer in Ontario.

5. To the best of its knowledge, the Filer is not in default of securities legislation in any of the provinces of Canada.

6. Each of the issuers referenced in Schedule 1 has filed, and received a receipt for, a shelf prospectus qualifying the distribution of medium term notes in various provinces of Canada, including the Province of Ontario.

7. The Filer is a party to the respective dealer agreements relating to the distribution of medium term notes under the MTN Programs and has signed the underwriter certificate pages in the respective shelf prospectuses, shelf prospectus amendments or shelf prospectus supplements relating to the MTN Programs.

8. Under Ontario securities law, an exempt market dealer is not permitted to act as an "underwriter" in connection with a distribution of securities under a prospectus in the absence of exemptive relief.

9. The Filer has filed this application to permit the Filer to participate as underwriter in connection with the distribution in Ontario of medium term notes under the MTN Programs pending the processing of its application as an investment dealer in Ontario.

Decision

The Commission is satisfied that granting the Requested Relief would not be prejudicial to the public interest.

The decision of the Commission under the Act is that the Requested Relief is granted.

Dated this 7th day of May, 2010.

SCHEDULE 1

MTN PROGRAMS