IN THE MATTER OF

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

MADE UNDER THE SECURITIES ACT (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 Securities Commission (the OSC) advised the registrant, Assante Asset Management Ltd., that the OSC had not received the registrant's annual audited financial statements for the year ended December 31, 2003. The registrant was advised that staff was of the view that its registration as an extra provincial investment counsel and portfolio manager should be restricted by the imposition of terms and conditions (as attached to the letter). In the April 9, 2003 letter, the registrant was asked to advise staff whether it accepted the terms and conditions outlined in the letter. If not, the registrant was advised that it could avail itself of the opportunity to be heard by a Director pursuant to section 26(3) of the Securities Act (Ontario) (the Act). 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 its formal request for the Commission to remove the proposed terms and conditions for the following reasons:

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

2. In past years, the Compliance and Finance areas of the registrant split the responsibility for filing the registrant's annual financial statements, this year the Finance Group had sole responsibility for this function. There is now a designated position and process to ensure that statements are filed in a timely fashion.

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

In staff's opinion, the reasons do not outweigh the need to impress upon this and other registrants the importance of complying with the filing requirement and terms and conditions therefore should be imposed on its registration. The filing of annual financial statements by registrants is one of the most serious regulatory requirements in the Act. Compliance with securities legislation and financial solvency are two of the essential components of a dealer or adviser's continued suitability for registration. Financial statements are the principal tool enabling staff to monitor a registrant's financial viability and its capital position. As a result, the late filing (or non-filing) of annual financial statements raises serious potential regulatory concerns and needs to be addressed in a serious fashion.

On the basis of all written submissions presented to me and after having reviewed them, it is my decision that the registration of Assante Asset Management Ltd. should be restricted by the terms and conditions outlined in the April 9, 2003 letter.

May 26, 2003.

"David M. Gilkes"