First Ontario Labour Sponsored Investment Fund Ltd. and eFunds.ca Securities Limited

Headnote

Section 144 - Order pursuant to section 144 of the Act to vary the order of theCommission In the Matter of First Ontario Labour Sponsored Investment Fund Ltd. andPromittere Securities Limited dated January 31, 1997.

Statutes Cited

Securities Act R.S.O. 1990, c. S. 5, as am., ss. 144 and 147.

Business Corporations Act R.S.O. 1990, Chap. B.16.

Community Small Business Investment Funds Act S.O. 1992, Chap. 18 (formerly theLabour Sponsored Venture Capital Corporations Act, 1992 S.O. 1992, Chap. 18).

Income Tax Act R.S.C. 1990, Chap. I.2.

Regulations Cited

Regulation made under the Securities Act, R.R.O. 1990, Reg. 1015 as am., s. 124.

UPON the application dated December 10, 1999, as amended by letter datedJanuary 27, 2000, of First Ontario Labour Sponsored Investment Fund Ltd. ("FirstOntario") and eFunds.ca. Securities Limited ("FSL", formerly Promittere SecuritiesLimited) to the Ontario Securities Commission (the "Commission") for an Orderpursuant to section 144 of the Act to vary the order of the Commission In the Matter ofFirst Ontario Labour Sponsored Investment Fund Ltd. and Promittere Securities Limiteddated January 31, 1997 (the "Original Order") made pursuant to section 147 of the Actpermitting salespersons that are seconded from the employee organizations describedin the Original Order that sponsor First Ontario Labour Sponsored Investment FundLtd. and are registered or applying for registration with FSL or any other registereddealer acceptable to the Director to be exempt from the requirements of section 124 ofRegulation 1015 of the Revised Regulations of Ontario 1990, as amended (the"Regulation"), made under the Act in respect of trades only to members of FirstOntario's sponsoring employee organizations subject to certain terms and conditions(the "Secondee Programme");

AND UPON First Ontario having represented to the Commission that:

1. First Ontario is a corporation resulting from the amalgamation of First OntarioLabour Sponsored Investment Fund Ltd. and Trillium Growth Capital ("Trillium")pursuant to Articles of Amalgamation under the Business Corporations Act(Ontario), is registered as a labour sponsored investment fund corporation underthe Community Small Business Investment Funds Act (Ontario) (formerly theLabour Sponsored Venture Capital Corporations Act, 1992 (Ontario)), is aprescribed labour sponsored venture capital corporation under the Income TaxAct (Canada) and is a reporting issuer under the Act;

2. The authorized capital of First Ontario consists of an unlimited number of ClassA Shares and an unlimited number of Class B Shares and, as of the date hereof,approximately 3,917,996.313 Class A Series 1 Shares and 536,752.661 Class ASeries 2 Shares (collectively the "Class A Shares") have been issued to thepublic in Ontario through the use of First Ontario's continuous offeringprospectus and all of the 1,125 issued and outstanding Class B Shares areowned beneficially and of record by the employee organizations that currentlysponsor First Ontario;

3. First Ontario has, since November 21, 1994, carried on the business of a laboursponsored investment fund corporation and First Ontario Management Ltd. (the"Manager"), which was incorporated under the Business Corporations Act onNovember 21, 1994, has since that date carried on business as the manager ofFirst Ontario;

4. Under the Community Small Business Investment Funds Act (Ontario), the term"employee organization" means a trade union, an association or federation oftrade unions or an association or federation of worker co-operatives;

5. The current employee organization sponsors of First Ontario, which werespecifically identified in the fifth preamble of the Original Order, are theCommunications, Energy and Paperworkers Union of Canada, the UnitedSteelworkers of America-District Six, the Ontario Worker Co-operativeFederation Inc., the Service Employees International Union and the PowerWorkers' Union-Canadian Union of Public Employees - Local 1000 and thefollowing employee organizations, specifically identified in the fifth preamble ofthe Original Order, have merged with one of the foregoing sponsors: theRubberworkers' Union, the Toronto Typographical Union and the SouthernOntario Newspaper Guild;

6. The Manager secured a loan from the Province of Ontario to finance itsoperations based upon a seven year business plan which contemplated thatClass A Shares of First Ontario would be sold by individual members of theemployee organization sponsors and individual members of any additionalemployee organization sponsors of the issuer (the "Secondees") who obtain aleave of absence from their employers and are licensed to sell Class A Shares ofFirst Ontario to other members of the employee organization sponsors;

7. The projections concerning the amount of capital First Ontario would raise, thesuccess of the business plan of First Ontario and the Manager and thestructuring of the affairs of First Ontario have, from their inception, beendependant upon the ability of First Ontario to have the Secondees licensed tosell Class A Shares;

8. Pursuant to the terms of the loan agreement dated January 24, 1995 negotiatedbetween the Province of Ontario and the Manager and disclosed as a materialcontract in the prospectus of First Ontario, it was a condition precedent to theadvance of any monies by the Province of Ontario that the Commission agree toallow the Secondees to sell Class A Shares of First Ontario and that otheremployee organizations be allowed as sponsors after First Ontario wasoperating;

9. First Ontario intends to add the former sponsoring employee organization ofTrillium, the Brewery, General & Professional Workers' Union, as a sponsor ofFirst Ontario in the near future and may add other employee organizatonsponsors from time to time;

10. The expansion of the employee organization base has always been, andremains, an important component of First Ontario's Secondee Programme;

11. The Secondee Programme remains critical to First Ontario and First Ontariotakes great care to ensure that the Secondee Programme is administered in aprudent manner, in strict compliance with the terms and conditions of theOriginal Order, and First Ontario is not aware of any complaints regarding themarketing of any Class A Shares by a Secondee;

AND UPON FSL having represented to the Commission that:

1. FSL is a corporation incorporated under the Business Corporations Act, is aregistrant under the Act in the category of securities dealer and provides trainingand supervisory services in respect of Secondees;

2. FSL takes great care to ensure that the Secondee Programme is administered ina prudent manner and in strict compliance with the terms and conditions of theOriginal Order and is not aware of any complaints regarding the marketing ofany Class A Shares by a Secondee;

AND UPON considering the application and the recommendation of staff of theCommission;

AND UPON the Commission being satisfied that to do so would not beprejudicial to the public interest;

IT IS ORDERED pursuant to section 144 of the Act that the Original Order bevaried solely by replacing the first sentence of recital 5 of the Original Order with thefollowing text:

"5. The employee organizaton sponsors of the issuer are theCommunications, Energy and Paperworkers Union of Canada, the UnitedSteelworkers of America District Six, the Ontario Worker Co-operativeFederation Inc., the Service Employees International union and the PowerWorkers' Union - Canadian Union of Public Employees - Local 1000 andsuch other employee organizations, as defined under the CommunitySmall Business Investment Funds Act (Ontario), which may be added assponsors of First Ontario from time to time (collectively the "Sponsors")."

provided that:

(i) First Ontario provides prompt written notice to the Director of Registrationof the Commission of any employee organizations, as that term is definedin the Community Small Business Investment Funds Act (Ontario), whobecome sponsors of First Ontario after the date of this Order.

February 4^th, 2000.

"Howard I. Wetston"      "R. Stephen Paddon"