Assante Asset Management Ltd. - Opportunity to be Heard

IN THE MATTER OF

SECTION 139 OF R.R.O. 1990,REGULATION 1015

MADE UNDER THE SECURITIESACT (ONTARIO)

AND

IN THE MATTER OF

ASSANTE ASSET MANAGEMENT LTD.

DIRECTOR'S DECISION

By letter dated April 9, 2003, the Manager,Compliance, Capital Markets Branch of the Ontario SecuritiesCommission (the OSC) advised the registrant, AssanteAsset Management Ltd., that the OSC had not received the registrant'sannual audited financial statements for the year ended December31, 2003. The registrant was advised that staff was of the viewthat its registration as an extra provincial investment counseland portfolio manager should be restricted by the impositionof terms and conditions (as attached to the letter). In theApril 9, 2003 letter, the registrant was asked to advise staffwhether it accepted the terms and conditions outlined in theletter. If not, the registrant was advised that it could availitself of the opportunity to be heard by a Director pursuantto section 26(3) of the Securities Act (Ontario) (theAct). If the registrant intended to exercise this opportunity,it was asked to provide written notice to the Manager, Compliance.By letter dated April 21, 2003, the registrant provided itsformal request for the Commission to remove the proposed termsand conditions for the following reasons:

1. The registrant underwent an internal restructuringand certain functions were transferred from Winnipeg to Toronto.Unfortunately the transition was not seamless. The registranthas paid the applicable late fees.

2. In past years, the Compliance and Financeareas of the registrant split the responsibility for filingthe registrant's annual financial statements, this year theFinance Group had sole responsibility for this function. Thereis now a designated position and process to ensure that statementsare filed in a timely fashion.

3. In the past, the registrant has filed itsfinancial statements on time and this is the first time theregistrant has been late.

In staff's opinion, the reasons do not outweighthe need to impress upon this and other registrants the importanceof complying with the filing requirement and terms and conditionstherefore should be imposed on its registration. The filingof annual financial statements by registrants is one of themost serious regulatory requirements in the Act. Compliancewith securities legislation and financial solvency are two ofthe essential components of a dealer or adviser's continuedsuitability for registration. Financial statements are the principaltool enabling staff to monitor a registrant's financial viabilityand its capital position. As a result, the late filing (or non-filing)of annual financial statements raises serious potential regulatoryconcerns and needs to be addressed in a serious fashion.

On the basis of all written submissions presentedto me and after having reviewed them, it is my decision thatthe registration of Assante Asset Management Ltd. should berestricted by the terms and conditions outlined in the April9, 2003 letter.

May 26, 2003.

"David M. Gilkes"