Securities Law & Instruments


Decision pursuant to section 4.1 of OntarioSecurities Commission Rule 31-505 (the "Rule") exemptingapplicants from the requirement under subsection 1.3(3) of theRule subject to 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.



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







(Rule 31-505)

UPON the application of Commonfund AssetManagement Company, Inc. (Comanco and, together with James P.Feeney, the Applicant) pursuant to section 4.1 of OntarioSecurities Commission Rule 31-505 - Conditions of Registration(the Registration Rule) for an exemption from the requirementunder subsection 1.3(3) of the Registration Rule that Mr. Feeneymeet certain proficiency requirements under Ontario SecuritiesCommission Rule 31-502 - Proficiency Requirements for Registrants(the Proficiency Rule) in order for supervisory functions,other than the supervisory functions enumerated in subsection1.3(2) of the Registration Rule, to be delegated to Mr. Feeneyby the designated compliance officer of Comanco (the Application);

AND UPON considering the Application;

AND UPON the Comanco having representedto the Director that:

1. Comanco is registered with the OntarioSecurities Commission as a non-Canadian adviser in the categoriesof investment counsel and portfolio manager.

2. Mr. Feeney is admitted to the practiceof law in the states of Pennsylvania and New Jersey and isregistered in the United States with the National Associationof Securities Dealers, Inc. (NASD) as a General SecuritiesRepresentative (Series 7), General Securities Principal (Series24) and Uniform Securities Agent State Law Exam (Series 63).

3. Mr. Feeney joined Comanco in 1999 and isDirector of Compliance for Comanco and certain of its affiliateorganizations (The Common Fund for Nonprofit Organizations,Commonfund Capital, Inc., Commonfund Realty, Inc. and CommonfundSecurities, Inc.). Comanco is registered as an investmentadviser with the U.S. Securities and Exchange Commission (SEC)(as are its affiliates, Commonfund Capital, Inc. and CommonfundRealty, Inc.). Commonfund Securities, Inc. is a broker-dealerthat is registered with the SEC and is a member of the NASD.

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

5. Prior to joining Comanco, Mr. Feeney wasfor two years the Manager, Compliance Department of The PrudentialInsurance Company of America.

6. Mr. Feeney does not, however, meet thequalification criteria in subsection 1.3(3) of the RegistrationRule to be delegated supervisory functions by the designatedcompliance officer of Comanco.

7. The designated compliance officer of Comancowill not delegate and Mr. Feeney 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. Feeney meet the proficiency requirements of theProficiency Rule in order for Mr. Feeney to be delegated supervisoryfunctions by the designated compliance officer of Comanco;


(A) This order shall not take effect untilsuch time as Mr. Feeney has completed the New Entrants Courseprepared and conducted by the Canadian Securities Institute;

(B) The designated compliance officer ofComanco shall not delegate and Mr. Feeney 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.

October 11, 2002.

"David M. Gilkes"