Mellon Bank , N. A. - s. 80

IN THE MATTER OF THE COMMODITIES FUTURES ACT,
R.S.O. 1990, CHAPTER S.20, AS AMENDED (the "Act")

AND

IN THE MATTER OF
MELLON BANK, N.A.

ORDER
(Section 80)

UPON application (the "Application") by Mellon Bank, N.A. ("Mellon Bank") to the Ontario Securities Commission (the "Commission") for an order pursuant to section 80 of the Act exempting Mellon Bank from the requirement to obtain registration as an adviser under clause 22(1)(b) of the Act in connection with the banking business carried on by Mellon Bank in Ontario;

AND UPON considering the Application and the recommendation of staff of the Commission;

AND UPON Mellon Bank having represented to the Commission that:

1.Mellon Bank is a banking subsidiary of Mellon Financial Corporation in the United States. Mellon Bank is establishing a full service branch which will appear on Schedule III of the Bank Act (Canada) (the "Bank Act").

2.The businesses of Mellon Bank in Canada will be commercial loans, foreign exchange, current accounts, lock-box and cash management services to companies operating in Canada. Local treasury operations of Mellon Bank will provide funding and liquidity for commercial lending activity of Mellon Bank and deal in foreign exchange. Mellon Bank is a major participant in the interbank market and accepts terms deposits from major Canadian and multi-national corporations.

3.Mellon Bank only accepts deposits from the following:

(a)Her Majesty in right of Canada or in right of a province or territory, an agent of Her Majesty in either of those rights and includes a municipal or public body empowered to perform a function of government in Canada, or an entity controlled by Her Majesty in either of those rights;

(b)the government of a foreign country or any political subdivision thereof, an agency of the government of a foreign country or any political subdivision thereof, or an entity that is controlled by the government of a foreign country or any political subdivision thereof;

(c)an international agency of which Canada is a member, including an international agency that is a member of the World Bank Group, the Inter American Development Bank, the Asian Development Bank, the Caribbean Development Bank and the European Bank for Reconstruction and Development and any other international regional bank;

(d)a financial institution (i.e.: (a) a bank or an authorized foreign bank under the Bank Act; (b) a body corporate to which the Trust and Loan Companies Act (Canada) applies; (c) an association to which the Cooperative Credit Association Act (Canada) applies; (d) an insurance company or a fraternal benefit society to which the Insurance Companies Act (Canada) applies; (e) a trust, loan or insurancecorporation incorporated by or under an Act of the legislature of a province or territory in Canada; (f) a cooperative credit society incorporated and regulated by or under an Act of the legislature of a province or territory in Canada; (g) an entity that is incorporated or formed by or under an Act of Parliament or of the legislature of a province or territory in Canada and that is primarily engaged in dealing in securities, including portfolio management and investment counseling, and is registered to act in such capacity under the applicable legislation; and (h) a foreign institution that is (i) engaged in the banking, trust, loan or insurance business, the business of a cooperative credit society or the business of dealing in securities or is otherwise engaged primarily in the business of providing financial services, and (ii) is incorporated or formed otherwise than by or under an Act of Parliament or of the legislature of a province or territory in Canada);

(e)a pension fund sponsored by an employer for the benefit of its employees or employees of an affiliate that is registered and has total plan assets under administration of greater than $100 million;

(f)a mutual fund corporation that is regulated under an Act of the legislature of a province or territory in Canada or under the laws of any other jurisdiction and has total assets under administration of greater than $10 million;

(g)an entity (other than an individual) that has for the fiscal year immediately preceding the initial deposit, gross revenues on its own books and records of greater than $5 million; or

(h)any other person if the deposit is, in the aggregate, greater than $150,000.

4.In June of 1999 amendments to the Bank Act were proclaimed that permit foreign commercial banks, to establish direct branches in Canada. These amendments have created a new Schedule III listing foreign banks permitted to carry on banking activities through branches in Canada.

5.Mellon Bank has applied for an order under the Bank Act permitting it to establish a full service branch under the Bank Act and designating it on Schedule III.

6.Section 31(a) of the Act refers to "a bank listed on Schedule I or II to the Bank Act" in connection with the exemption from the adviser registration requirement however no reference is made in the Act to entities listed on Schedule III to the Bank Act.

7.In order to ensure that Mellon Bank, as an entity listed on Schedule III to the Bank Act, is able to provide banking services to businesses in Ontario it requires similar exemptions under the Act enjoyed by banking institutions incorporated under the Bank Act to the extent that the current exemptions applicable to such banking institutions are relevant to the banking business being undertaken by Mellon Bank in Ontario.

8.Mellon Bank will be performing certain foreign exchange advisory services in connection with its principal banking business.

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

IT IS RULED pursuant to section 80 of the Act that Mellon Bank is exempt from the requirement of clause 22(1)(b) of the Act where the performance of the service as an adviser is solely incidental to Mellon Bank’s principal banking business in Ontario.

December 4th, 2000.


"Howard I. Wetston""Stephen N. Adams"