First Republic Securities Corporation - Exemption s. 4.1 of OSC Rule 31-507

Headnote

RuleCited

INTHE MATTER OF

THESECURITIES ACT,

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

AND

INTHE MATTER OF

ONTARIOSECURITIES COMMISSION RULE 31-507

SROMEMBERSHIP - SECURITIES DEALERS AND BROKERS (the "Rule")

AND

INTHE MATTER OF

FIRSTREPUBLIC SECURITIES CORPORATION

EXEMPTION

(Section4.1 of OSC Rule 31-507)

UPON the Director having received an application (the"Application") from First Republic Securities Corporation ("FirstRepublic") seeking a decision pursuant to section 4.1 of theRule to exempt, until September 1, 2002, First Republic fromthe application of subsection 2.2 of the Rule, which would requirethat First Republic be, by December 31, 2001, a member of aself-regulatory organization ("SRO") recognized by the OntarioSecurities Commission (the "Commission") under section 21.1of the Act (a "Recognized SRO");

AND UPON considering the application and the recommendationof the staff of the Commission;

AND UPON First Republic having represented to the Directoras follows:

1.First Republic is a corporation incorporated under the BusinessCorporations Act (Ontario) and is not a reporting issuerin any of the provinces or territories of Canada or in any otherjurisdiction.

2.First Republic is registered under the Act as a dealer in thecategory of "securities dealer".

3.First Republic's registration under the Act as a dealer in thecategory of securities dealer must be renewed by December 31,2001 (the "Renewal Date").

4.First Republic is a small dealer with one officer and one employee.

5.In the absence of this Exemption, subsection 1.1(1) and section2.2 of the Rule would have the effect of requiring that, onor before the Renewal Date, First Republic be a member of theInvestment Dealers Association of Canada (the "IDA") or theMutual Fund Dealers Association of Canada (the "MFDA"), in orderto be registered under the Act.

6.First Republic has prepared and submitted a partial applicationfor membership to the IDA. First Republic will complete itsapplication to the IDA by April 30, 2002. First Republic willwork diligently with the IDA to resolve any deficiencies raisedby the IDA during its review of its IDA membership applicationand will use its best efforts to become a member of the IDAby September 1, 2002.

7.First Republic has agreed to the imposition of the terms andconditions on its registration as a "securities dealer" setout in the attached Schedule "A", which terms and conditionswill be effective as of the date of this Exemption.

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

THE DECISION of the Director under section4.1 of the Rule is that First Republic shall be exempted fromthe requirement set forth in section 2.2 of the Rule requiringFirst Republic, by the Renewal Date, to be a member of a RecognizedSRO, provided that this exemption will terminate on the earlierof the date that First Republic becomes a member of a RecognizedSRO and September 1, 2002.

December 27, 2001. "Robert F. Kohl"

SCHEDULE"A"

TERMSAND CONDITIONS ON REGISTRATION

OFFIRST REPUBLIC SECURITIES CORPORATION

1. On or before April 30, 2002, First Republic Securities Corporationshall have submitted an application for membership to the IDAthat is complete in all material respects.

2. First Republic Securities Corporation shall, immediatelyupon satisfying the term and condition set out in paragraph1 above, provide written notice of such event to the OntarioSecurities Commission, attention: Allison McBain, Senior RegistrationOfficer, or such other person as the Manager, Registrant Regulationmay advise from time to time.