Securities Law & Instruments

Headnote

Section 5.1 - OSC Rule 31-506 - exemption tomutual fund dealer from the requirement to be a member of theMutual Fund Dealers Association of Canada - exemption for alimited 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

W.H. STUART MUTUALS LTD.

 

EXEMPTION

(Section 5.1 of the Rule)

UPON the Director having received anapplication (the "Application") from W.H. Stuart MutualsLtd. ("W.H. Stuart") seeking a decision pursuant tosection 5.1 of the Rule, to exempt W.H. Stuart from the applicationof section 2.1 of the Rule, which would require W.H. Stuartto be a member of the Mutual Fund Dealers Association of Canada(the "MFDA") from and after July 2, 2002 on the conditionthat W.H. Stuart is a member of the MFDA by April 1, 2003;

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

AND UPON W.H. Stuart having representedto the Director that:

1. W.H. Stuart is registered under the Actas a mutual fund dealer and has its head office in Ontario.W.H. Stuart is also registered as a mutual fund dealer inNewfoundland and Labrador, Nova Scotia, Prince Edward Island,Manitoba, Saskatchewan, Alberta and British Columbia;

2. W.H. Stuart filed a membership application(the "MFDA Application") with the MFDA;

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

4. W.H. Stuart is not aware of any issueswhich remain unresolved between it and the MFDA in respectof its MFDA Application;

5. W.H. Stuart is not, to its knowledge, inbreach of any requirements of the Act or the regulations orrules made thereunder;

6. W.H. Stuart received an exemption fromsection 2.1 of the Rule prior to July 2, 2002 ("the InitialExemption") on the condition that W.H. Stuart is a memberof the MFDA by December 1, 2002; and

7. W.H. Stuart will not be a member of theMFDA by December 1, 2002.

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 W.H. Stuart is exempt fromthe requirement of section 2.1 of the Rule, as modified by theInitial Exemption, to be a member of the MFDA by December 1,2002, on the condition that from and after April 1, 2003, solong as W.H. Stuart is registered as a mutual fund dealer underthe Act, it is a member of the MFDA.

November 27, 2002.

"David M. Gilkes"