Aldersley Securities Inc. - s. 6.1 of OSC Rule 13-502 and s. 5.1 of OSC Rule 31-506

Order

Headnote

Section 5.1 -- OSC Rule 31-506 -- exemptionto mutual fund dealer from the requirement to be a member ofthe Mutual Fund Dealers Association of Canada -- exemption fora limited period of time.

Applicable Ontario Securities CommissionRule

Rule 31-506 - SRO Membership - Mutual Fund Dealers.

IN THE MATTER OF

THE SECURITIES ACT

R.S.O. 1990, C. S.5, AS AMENDED(the "Act")

AND

IN THE MATTER OF

ONTARIO SECURITIES COMMISSIONRULE 31-506

SRO MEMBERSHIP B MUTUAL FUNDDEALERS (the "Rule")

AND

IN THE MATTER OF

ALDERSLEY SECURITIES INC.

EXEMPTION

(Section 6.1 of Ontario SecuritiesCommission Rule 13-502 ("Fee Rule")

(Section 5.1 of the Rule)

UPON the Director having received anapplication (the "Application") from Aldersley SecuritiesInc. ("Aldersley") seeking a decision (i) pursuantto section 5.1 of the Rule, to exempt Aldersley from the applicationof section 2.1 of the Rule, which would require Aldersley tobe a member of the Mutual Fund Dealers Association of Canada(the "MFDA") on the condition that Aldersley is amember of the MFDA by January 1, 2004, and (ii) pursuant tosection 6.1 of the Fee Rule to exempt Aldersley from the requirementto pay an application fee in respect of the Application;

AND UPON considering the Applicationand the recommendation of staff of the Commission;

AND UPON Aldersley having representedto the Director that:

1. Aldersley is registered under the Act asa mutual fund dealer and investment counsel and has its headoffice in Ontario;

2. Aldersley filed a membership application(the "MFDA Application") with the MFDA;

3. Aldersley has complied, on a timely basis,with all requests by the MFDA for information and/or documentspertaining to its MFDA Application;

4. Aldersley received an exemption from section2.1 of the Rule prior to July 2, 2002 (the "Initial Exemption")on the condition that Aldersley be a member of the MFDA byDecember 1, 2002. It received a second exemption on November30, 2002 (the "Second Exemption") from the requirementof section 2.1 of the Rule on the condition that Aldersleybe a member of the MFDA by April 1, 2003;

5. the MFDA has advised Aldersley that itis considering the implications of accepting Aldersley asa member due to its registration as an Investment Counsel;

6. Aldersley is not aware of any other issueswhich remain unresolved between it and the MFDA in respectof its MFDA Application;

7. Aldersley is not, to its knowledge, inbreach of any requirements of the Act or the regulations orrules made thereunder; and

8. Aldersley will not be a member of the MFDAby April 1, 2003.

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

IT IS THE DECISION of the Director, pursuantto section 5.1 of the Rule, that Aldersley is exempt from therequirement of section 2.1 of the Rule, as modified by the InitialExemption and the Second Exemption, on the condition that, fromand after January 1, 2004, so long as Aldersley is registeredas a mutual fund dealer under the Act it is a member of theMFDA.

IT IS THE FURTHER DECISION of the Director,pursuant to section 6.1 of the Fee Rule, that Aldersley is exemptfrom the requirement to pay the application fee required bysection 4.1 of the Fee Rule in respect of the Application.

April 1, 2003.

"David M. Gilkes"