Mellon Capital Management Corporation and Jeffrey Scott Cannizzaro - Rule 31-505

December 5, 2002

Order

Headnote

Decision pursuant to section 4.1 of OntarioSecurities Commission Rule 31-505 (the Rule) exempting applicantsfrom the requirement under subsection 1.3(3) of the Rule subjectto certain terms and conditions.

Statutes Cited

Securities Act, R.S.O. 1990, c. S. 5, as am.

Rules Cited

Ontario Securities Commission Rule 31-505 (1999)22 O.S.C.B. 731, ss. 1.3(2), ss. 1.3(3), s. 4.1.

Ontario Securities Commission Rule 31-502 (2000)23 O.S.C.B. 5658.

IN THE MATTER OF

THE SECURITIES ACT

R.S.O. 1990, c.S. 5, as amended(the "Act")

AND

IN THE MATTER OF

MELLON CAPITAL MANAGEMENTCORPORATION

AND JEFFREY SCOTT CANNIZZARO

EXEMPTION ORDER

(Rule 31-505)

UPON the application of Mellon CapitalManagement Corporation (Mellon and, together with Jeffrey S.Cannizzaro, the Applicant) pursuant to Section 4.1 ofOntario Securities Commission Rule 31-505 - Conditions ofRegistration (the Registration Rule) for an exemptionfrom the requirement under subsection 1.3(3) of the RegistrationRule that Mr. Cannizzaro meet certain proficiency requirementsunder Ontario Securities Commission Rule 31-502 - ProficiencyRequirements for Registrants (the Proficiency Rule)in order for supervisory functions, other than the supervisoryfunctions enumerated in subsection 1.3(2) of the RegistrationRule, to be delegated to Mr. Cannizzaro by the designated complianceofficer of Mellon (the Application);

AND UPON considering the Application;

AND UPON Mellon having represented tothe Director that:

1. Mellon is registered with the Ontario SecuritiesCommission as a non-Canadian adviser in the categories ofinvestment counsel and portfolio manager and commodity tradingmanager - non-resident.

2. Mr. Cannizzaro is registered in the UnitedStates with the National Association of Securities Dealers,Inc. (NASD) as a General Securities Representative(Series 7), Registered Options Principal (Series 8), GeneralSecurities Principal (Series 24), Associated Person - NationalFutures Association (Series 3) and Uniform Securities AgentState Law Exam (Series 63).

3. Mr. Cannizzaro joined Mellon in 2002 andis the Vice President and Manager of Compliance and Risk Managementfor Mellon. Mellon is registered as an investment adviserwith the U.S. Securities and Exchange Commission (SEC).

4. In that capacity, Mr. Cannizzaro is involvedin the development and maintenance of the policies and proceduresdesigned to ensure that Mellon's activities are compliantwith the applicable legislation.

5. Prior to joining Mellon, Mr. Cannizzaroworked for Dreyfus Service Corporation ("DSC") forfour and one half years. Mr. Cannizzaro was a Vice Presidentat DSC for three and one half of those years, and also a ComplianceManager at DSC for two of those years.

Prior to working at DSC, Mr. Cannizzaro workedat Waterhouse Securities ("Waterhouse") for threeand one half years. Mr. Cannizzaro was an Assistant BranchManager at Waterhouse for one and one half of those years,and a Compliance Manager at Waterhouse for three quartersof a year.

6. Mr. Cannizzaro does not, however, meetthe qualification criteria in subsection 1.3(3) of the RegistrationRule to be delegated supervisory functions by the designatedcompliance officer of Mellon.

7. The designated compliance officer of Mellonwill not delegate and Mr. Cannizzaro will not assume the supervisoryfunctions enumerated in subsection 1.3(2) of the RegistrationRule.

AND UPON the Director being satisfiedthat to do so would not be prejudicial to the public interest;

NOW THEREFORE, pursuant to section 4.1of the Registration Rule, the Director hereby exempts the Applicantfrom the requirement of subsection 1.3(3) of the RegistrationRule that Mr. Cannizzaro meet the proficiency requirements ofthe Proficiency Rule in order for Mr. Cannizzaro to be delegatedsupervisory functions by the designated compliance officer ofMellon;

PROVIDED THAT:

(A) This order shall not take effect untilsuch time as Mr. Cannizzaro has completed the New EntrantsCourse prepared and conducted by the Canadian SecuritiesInstitute;

(B) The designated compliance officer ofMellon shall not delegate and Mr. Cannizzaro shall not assumethe supervisory functions enumerated in subsection 1.3(2)of the Registration Rule; and

(C) If the proficiency requirements applicableto compliance officer's delegates of registrants in thecategories of investment counsel and portfolio manager areamended, the relief provided for in this Decision will terminateone year following the date such amendment comes into effect,unless the Director determines otherwise.

December 5, 2002.

"David M. Gilkes"