The Minister of Finance approved Rule 31-502 Proficiency Requirements for Registrants and Companion Policy (the "Rule") on August 2, 2000. Previously, materials related to the Rule were published in the Bulletin on August 30th, 1996; Jan 23rd, 1998, August 21st, 1998 and June 23rd, 2000. The Commission adopted the Rule on June 20th, 2000 and the Rule was published in final form on June 23rd, 2000. The Rule and Companion Policy 31-502 will come into force on August 17, 2000.

The Minister of Finance has also approved a regulation to amend and revoke certain of Regulation 1015 of the Revised Regulations of Ontario, 1990 made under the Securities Act (the "Regulation") in connection with the Rule, which were filed as O. Reg. 468 100 on August 14th, 2000 and will be published in the Ontario Gazette on Sept 2nd, 2000. The amendments and revocations to the Regulation will come into force at the time that the Rule comes into force on August 17, 2000.

The Rule, Companion Policy and related regulation are published in Chapter 5 of the OSC Bulletin.

ONTARIO SECURITIES COMMISSION RULE 31-502

PROFICIENCY REQUIREMENTS FOR REGISTRANTS

PART 1 DEFINITIONS AND INTERPRETATION

1.1 Definitions

1.2 Time Limits on Completion of Courses and Previous Registrations

PART 2 PROFICIENCY REQUIREMENTS FOR DEALERS

2.1 Salespersons of Brokers, Investment Dealers and Securities Dealers

2.2 Salespersons of Mutual Fund Dealers

2.3 Salespersons of Scholarship Plan Dealers

2.4 Brokers, Investment Dealers, Securities Dealers and their Partners, Officers, Branch Managers and Compliance Officers

2.5 Mutual Fund Dealers and their Partners, Officers, Branch Managers and Compliance Officers

2.6 Trading in Labour Sponsored Investment Fund Securities by Mutual Fund Dealers

2.7 New Entrants Equivalency

PART 3 PROFICIENCY REQUIREMENTS FOR ADVISERS

3.1 Securities Advisers and their Representatives, Partners, Officers, Branch Managers and Compliance Officers

3.2 Investment Counsel and Portfolio Managers and their Representatives, Partners, Officers, Branch Managers and Compliance Officers

3.3 Associate Representatives, Associate Partners and Associate Officers of Investment Counsel and Portfolio Managers

PART 4 EXEMPTION

4.1 Exemption

ONTARIO SECURITIES COMMISSION RULE 31-502

PROFICIENCY REQUIREMENTS FOR REGISTRANTS

PART 1 DEFINITIONS AND INTERPRETATION

1.1 Definitions - In this Rule

"Branch Compliance Officer Course" means the course prepared and conducted by the Institute of Canadian Bankers and so named on the effective date and every successor to that course that does not materially narrow the content of the significant subject matter of the course;

"Branch Managers Course" means the course prepared and conducted by the Canadian Securities Institute and so named on the effective date, every predecessor to that course and every successor to that course that does not materially narrow the content of the significant subject matter of the course;

"Canadian Investment Funds Course" means the course prepared and conducted by the Education Division of The Investment Funds Institute of Canada and so named on the effective date, every predecessor to that course and every successor to that course that does not materially narrow the content of the significant subject matter of the course;

"Canadian Investment Manager Program" means the program prepared and conducted by the Canadian Securities Institute and so named on the effective date, every predecessor to that program and every successor to that program that does not materially narrow the content of the significant subject matter of the program;

"Canadian Securities Course" means the course prepared and conducted by the Canadian Securities Institute and so named on the effective date, every predecessor to that course and every successor to that course that does not materially narrow the content of the significant subject matter of the course;

"Chartered Financial Analyst Examination Program" means the program prepared and conducted by the Association for Investment Management and Research and so named on the effective date, every predecessor to that program and every successor to that program that does not materially narrow the content of the significant subject matter of the program;

"Conduct and Practices Course" means the course prepared and conducted by the Canadian Securities Institute and so named on the effective date, every predecessor to that course and every successor to that course that does not materially narrow the content of the significant subject matter of the course;

"effective date" means the date on which this Rule comes into force;

"Investment Funds in Canada Course" means the course prepared and conducted by the Institute of Canadian Bankers and so named on the effective date, every predecessor to that course and every successor to that course that does not materially narrow the content of the significant subject matter of the course;

"LSIF course" means a course designated by the Commission as a labour sponsored investment funds course that provides instruction about labour sponsored investment funds and their securities that is relevant to a person engaged in trading in the securities of labour sponsored investment funds;

"Mutual Fund Branch Managers Course" means the course prepared and conducted by the Education Division of The Investment Funds Institute of Canada and named the "Branch Managers Course" on the effective date, every predecessor to that course and every successor to that course that does not materially narrow the content of the significant subject matter of the course;

"Mutual Fund Officers, Partners and Directors Course" means the course prepared and conducted by the Education Division of The Investment Funds Institute of Canada and named the "Officers, Partners and Directors Course" on the effective date, every predecessor to that course and every successor to that course that does not materially narrow the content of the significant subject matter of the course;

"New Entrants Examination" means an examination prepared and conducted by the Canadian Securities Institute for new entrants to the securities industry and so named on the effective date, every predecessor to that examination and every successor to that examination that does not materially narrow the content of the significant subject matter of the examination;

"Options Supervisors Course" means the course prepared and conducted to the Canadian Securities Institute and so named on the effective date, every predecessor to that course and every successor to that course that does not materially narrow the content of the significant subject matter of the course;

"Partners, Directors and Senior Officers Qualifying Examination" means the examination prepared and conducted by the Canadian Securities Institute and so named on the effective date, every predecessor to that examination and every successor to that examination that does not materially narrow the content of the significant subject matter of the examination;

"Professional Financial Planning Course" means the course prepared and conducted by the Canadian Securities Institute and so named on the effective date and every predecessor to that course and every successor to that course that does not materially narrow the content of the significant subject matter of the course;

"restricted representative" means a salesperson of a broker, investment dealer or securities dealer whose registration is restricted to

(a) the sale of mutual fund securities, or

(b) accepting unsolicited trade orders from clients provided no advice is provided to clients on the trade order;

"scholarship plan dealers course" means a course designated by the Commission as a scholarship plan dealers course that provides instruction about scholarship plans and their securities that is relevant to a person engaged in trading in the securities of scholarship plans; and

"U.S. Series 7 Examination" means the examination prepared and conducted by securities regulators in the United States of America and so named on the effective date and every predecessor to that examination and every successor to that examination that does not materially narrow the content of the significant subject matter of the examination.

1.2 Time Limits on Completion of Courses and Previous Registrations

(1) For the purposes of satisfying Parts 2 and 3, except subsection 2.1(2), an applicant for registration or reinstatement of registration must have completed a specified course or examination not more than three years before the date of the applicant's application for registration or reinstatement of registration, or have been previously registered in the relevant category at any time during the three-year period immediately before the date of the applicant's application for registration or reinstatement of registration.

(2) Despite subsection (1), if a person or company completes, within the three-year period referred to in subsection (1), a specified course or examination for which another specified course or examination is a prerequisite, the specified course or examination that is the prerequisite need not have been completed during the three-year period.

PART 2 PROFICIENCY REQUIREMENTS FOR DEALERS

2.1 Salespersons of Brokers, Investment Dealers and Securities Dealers

(1) Except as provided in Ontario securities law, an individual shall not be granted registration as a salesperson of a broker, investment dealer or securities dealer unless the individual has

(a) been granted registration previously as a salesperson, partner or officer of a broker or investment dealer, other than as a restricted representative, or as a broker or investment dealer;

(b) been granted registration after the effective date as a salesperson, partner or officer of a securities dealer, other than as a restricted representative, or as a securities dealer;

(c) completed each of

(i) the Canadian Securities Course, and

(ii) the Conduct and Practices Course or the Partners, Directors and Senior Officers Qualifying Examination; or

(d) been granted registration as such by his or her principal regulator, as that term is defined in National Instrument 31-101 Mutual Reliance Review System for Registration, and that registration has not been suspended or terminated.

(2) A registration as a salesperson of a broker, investment dealer or securities dealer granted after the effective date is suspended on the last day of the thirtieth month after the date the registration was granted, despite any renewals in the interim, unless the salesperson has

(a) completed the Professional Financial Planning Course or the first course of the Canadian Investment Management Program before the registration was granted; or

(b) before the end of the thirty-month period

(i) completed the Professional Financial Planning Course or the first course of the Canadian Investment Management Program, and

(ii) delivered a notice to the Director disclosing the completion of the proficiency in the form required by Ontario securities law for changes to registration information.

(3) Despite subsection (1), an individual that does not meet the requirements for registration set out in that subsection may be granted registration as a salesperson of a broker, investment dealer or securities dealer if

(a) the registration is restricted to the sale of mutual fund securities;

(b) the individual has

(i) been granted registration previously as a salesperson, partner or officer of a mutual fund dealer or as a mutual fund dealer, or

(ii) completed any one of the Canadian Securities Course, the Canadian Investment Funds Course or the Investment Funds in Canada Course; and

(c) at the date the registration for the individual is granted, the broker, investment dealer or securities dealer that is sponsoring the application has registered with it not more than the lesser of

(i) 100 restricted representatives whose registration is restricted to the sale of mutual funds; and

(ii) that number of restricted representatives whose registration is restricted to the sale of mutual funds equal to 5% of the total number of representatives registered with the broker, investment dealer or securities dealer.

(4) Subsection (2) does not apply to a restricted representative.

(5) Despite subsection (2), a registration as a salesperson of a broker, investment dealer or securities dealer that was a restricted registration is suspended on the last day of the thirtieth month after the date that the restrictions on the registration were removed, despite any renewals in the interim, unless the salesperson has met the requirements of paragraph 2(b).

(6) The registration of an individual as a salesperson under subsection (3) expires on the date that is 270 days after the date that registration was granted, despite any renewals in the interim, unless the salesperson has completed each of

(a) the Canadian Securities Course; and

(b) the Conduct and Practices Course or the Partners Directors and Senior Officers Qualifying Examination.

2.2 Salespersons of Mutual Fund Dealers - An individual shall not be granted registration as a salesperson of a mutual fund dealer unless the individual has

(a) been granted registration previously as a salesperson, partner or officer of a broker, investment dealer, securities dealer or mutual fund dealer or as a broker, investment dealer, securities dealer or mutual fund dealer; or

(b) completed any one of the Canadian Securities Course, the Canadian Investment Funds Course or the Investment Funds in Canada Course.

2.3 Salespersons of Scholarship Plan Dealers - An individual shall not be granted registration as a salesperson of a scholarship plan dealer unless the individual has

(a) been granted registration previously as a salesperson of a scholarship plan dealer; or

(b) completed a scholarship plan dealers course.

2.4 Brokers, Investment Dealers, Securities Dealers and their Partners, Officers, Branch Managers and Compliance Officers

(1) An individual shall not be granted registration as a broker, investment dealer or securities dealer or as a partner or officer of a broker, investment dealer or securities dealer or be designated as the compliance officer under section 1.3 of Rule 31-505 Conditions of Registration by a broker, investment dealer or securities dealer unless the individual has

(a) been granted registration previously as a partner or officer of a broker or investment dealer or as a broker or investment dealer;

(b) been granted registration after the effective date as a partner or officer of a securities dealer or as a securities dealer;

(c) completed the Partners, Directors and Senior Officers Qualifying Examination and the Canadian Securities Course; or

(d) been granted registration as such by his or her principal regulator, as that term is defined in National Instrument 31-101 National Registration System, and that registration has not been suspended or terminated.

(2) An individual shall not be designated as a branch manager under section 1.4 of Rule 31-505 Conditions of Registration by a broker, investment dealer or securities dealer unless the individual has

(a) been granted registration previously as a partner or officer of a broker or investment dealer or as a broker or investment dealer;

(b) been granted registration after the effective date as a partner or officer of a securities dealer or as a securities dealer; or

(c) completed the Canadian Securities Course, and

(i) either

(A) the Partners, Directors and Senior Officers Qualifying Examination, or

(B) the Branch Managers Course and the Conduct and Practices Course, and

(ii) if the individual is responsible for supervising persons who trade in options, the Options Supervisors Course.

(3) Despite paragraph (2)(c), an individual that is designated as branch manager on the effective date may continue to be so designated until the last day of the thirtieth month after the effective date without successfully completing the Canadian Securities Course or the Branch Managers Course.

(4) Despite paragraph (2)(c)(ii), an individual that is designated as branch manager on the effective date may continue to be so designated without successfully completing the Options Supervisors Course.

2.5 Mutual Fund Dealers and their Partners, Officers, Branch Managers and Compliance Officers

(1) An individual shall not be granted registration as a mutual fund dealer or as a partner or officer of a mutual fund dealer or designated as the compliance officer under section 1.3 of Rule 31-505 Conditions of Registration by a mutual fund dealer unless the individual has

(a) been granted registration previously as a partner or officer of a broker, investment dealer, securities dealer or mutual fund dealer or as a broker, investment dealer, securities dealer or mutual fund dealer; or

(b) completed

(i) any one of the Canadian Securities Course, the Canadian Investment Funds Course or the Investment Funds in Canada Course, and

(ii) either the Partners, Directors and Senior Officers Qualifying Examination or the Mutual Fund Officers, Partners and Directors Course.

(2) An individual shall not be designated as a branch manager under section 1.4 of Rule 31-505 Conditions of Registration by a mutual fund dealer unless the individual has

(a) been granted registration previously as a partner or officer of a broker, investment dealer, securities dealer or mutual fund dealer or as a broker, investment dealer, securities dealer or mutual fund dealer; or

(b) completed

(i) any one of the Canadian Securities Course, the Canadian Investment Funds Course or the Investment Funds in Canada Course, and

(ii) any one of the Branch Managers Course, the Mutual Fund Branch Managers Course, the Branch Compliance Officer Course, the Partners, Directors and Senior Officers Qualifying Examination or the Mutual Fund Officers, Partners and Directors Course.

2.6 Trading in Labour Sponsored Investment Fund Securities by Mutual Fund Dealers

(1) A mutual fund dealer shall not trade in the securities of a labour sponsored investment fund unless

(a) the trade is made through one of its registered salespersons, partners or officers who satisfies the proficiency requirements in subsection (2);

(b) the mutual fund dealer has delivered a notice to the Director stating the names of each of its registered salespersons, partners and officers who will be trading in the securities of a labour sponsored investment fund and the date on which the applicable course referred to in subsection (2) was completed by each individual; and

(c) within ninety days after the mutual fund dealer's financial year end, the mutual fund dealer delivers a notice to the Director stating the names of each of its registered salespersons, partners and officers who will be trading in the securities of a labour sponsored investment fund and the date on which the applicable course was completed by each individual.

(2) A registered salesperson, partner or officer of a mutual fund dealer shall not trade in the securities of a labour sponsored investment fund on behalf of a mutual fund dealer unless the salesperson, partner or officer has completed

(a) an LSIF course;

(b) the Canadian Securities Course on or after October 25, 1993; or

(c) the Canadian Securities Course before October 25, 1993 and has been registered and employed as a registrant at any time during the three year period immediately before the trade.

2.7 New Entrants Equivalency - In this Part, an individual may meet a requirement to complete the Canadian Securities Course or the Conduct and Practices Course by completion of the New Entrants Examination and the U.S. Series 7 Examination.

PART 3 PROFICIENCY REQUIREMENTS FOR ADVISERS

3.1 Securities Advisers and their Representatives, Partners, Officers, Branch Managers and Compliance Officers

(1) An individual shall not be granted registration as a securities adviser or a representative, partner or officer of a securities adviser unless

(a) the individual has been granted registration previously as a representative, partner or officer or an associate partner or associate officer of a securities adviser, investment counsel or portfolio manager or as a securities adviser, investment counsel or portfolio manager;

(b) the individual has

(i) completed the Canadian Investment Manager Program or the first year of the Canadian Financial Analyst Examination Program, and

(ii) established that the individual performed research involving the financial analysis of investments for at least two years under the supervision of a registered adviser; or

(c) the individual has been granted registration as such by his or her principal regulator, as that term is defined in National Instrument 31-101 Mutual Reliance Review System for Registration, and that registration has not been suspended or terminated.

(2) An individual shall not be designated by a securities adviser as the compliance officer under section 1.3 of Rule 31-505 Conditions of Registration or as a branch manager under section 1.4 of Rule 31-505 Conditions of Registration unless the individual has been granted registration previously as a representative, partner or officer of a securities adviser, investment counsel or portfolio manager.

3.2 Investment Counsel and Portfolio Managers and their Representatives, Partners, Officers, Branch Managers and Compliance Officers

(1) An individual shall not be granted registration as an investment counsel or portfolio manager or as a representative, partner or officer of an investment counsel or portfolio manager unless the individual

(a) has been granted registration previously as a representative, partner or officer of an investment counsel or portfolio manager or as an investment counsel or portfolio manager, other than in reliance on section 3.3 or under a registration subject to terms and conditions requiring the individual's advising activities to be supervised;

(b) has

(i) completed either

(A) the Canadian Investment Manager Program and the first year of the Chartered Financial Analysts Examination Program; or

(B) the Chartered Financial Analyst Examination Program, and

(ii) established that the individual has been employed for five years performing research involving the financial analysis of investments, and that three of the five years have been under the supervision of a registered adviser having the responsibility on a discretionary basis for the management or supervision of investment portfolios having an aggregate value of not less than $5,000,000;

(c) has established that

(i) the individual has

(A) had three years experience as an associate representative, associate partner or associate officer of an investment counsel or portfolio manager;

(B) had three years experience as a registered salesperson of a broker, investment dealer or securities dealer and two years experience as an associate representative, associate partner or associate officer of an investment counsel or portfolio manager;

(C) had three years experience as a research analyst for a broker or investment dealer and two years experience as an associate representative, associate partner or associate officer of an investment counsel or portfolio manger; or

(D) been responsible for the management or supervision of investment portfolios on a discretionary basis having an aggregate value of not less than $5,000,000 for a period of five years while employed by a Canadian financial institution or a pension fund; and

(ii) the individual has, at the time of application for registration, and has had for a period of one year prior to the time of application, under his or her direct administration on a discretionary basis investment portfolios having an aggregate value of not less than $5,000,000; or

(d) has been granted registration as such by his or her principal regulator, as that term is defined in National Instrument 31-101 Mutual Reliance Review System for Registration, and that registration has not been suspended or terminated.

(2) An individual shall not be designated by an investment counsel or portfolio manager as the compliance officer under section 1.3 of Rule 31-505 Conditions of Registration or as a branch manager under section 1.4 of Rule 31-505 Conditions of Registration unless the individual has been granted registration previously as a representative, partner or officer of an investment counsel or portfolio manager, other than in reliance on section 3.3 or under a registration subject to terms and conditions requiring the individual's advising activities to be supervised, or as an investment counsel or portfolio manager.

3.3 Associate Representatives, Associate Partners and Associate Officers of Investment Counsel and Portfolio Managers

(1) An individual may be granted registration as an associate representative, associate partner or associate officer of an investment counsel or portfolio manager if the individual has

(a) completed

(i) the Canadian Investment Manager Program and the first year of the Chartered Financial Analyst Examination Program, or

(ii) the Chartered Financial Analyst Examination Program; and

(b) been employed for

(i) two years performing research involving the financial analysis of investments, or

(ii) two years as a registered salesperson of a broker, investment dealer or securities dealer.

(2) An individual who is registered as an associate representative, associate partner or associate officer of an investment counsel or portfolio manager shall not give advice unless the advice has been approved by a designated registered representative, partner or officer of the investment counsel or portfolio manager that employs the individual.

(3) An investment counsel or portfolio manager that employs an associate representative, associate partner or associate officer shall designate a representative, partner or officer that is not an associate representative, associate partner or associate officer to approve advice given by an associate representative, associate partner or associate officer.

(4) The designated representative, partner or officer described in subsection (3) shall be employed at the same location as the associate representative, associate partner or associate officer whose advice must be approved.

PART 4 EXEMPTION

4.1 Exemption - The Director may grant an exemption to this Rule, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption.

ONTARIO SECURITIES COMMISSION COMPANION POLICY 31-502CP

PROFICIENCY REQUIREMENTS FOR REGISTRANTS

PART 1 PROFICIENCY REQUIREMENTS FOR REGISTRANTS

1.1 Alternative Qualifications for LSIF Salespersons - The Director will consider granting an exemption to section 2.6 of Rule 31-502 Proficiency Requirements for Registrants (the "Rule") to any person or company if the Director is satisfied that to do so would not be prejudicial to the public interest, having regard to the spirit and intent of the Community Small Business Investment Funds Act.

1.2 Alternative Qualifications - The Director will consider granting an exemption to any of sections 2.1 to 2.5 and 3.1 to 3.3 of the Rule to any person or company if the Director is satisfied that the person or company has qualifications or experience that are equivalent to, or more appropriate in the circumstances than, the qualifications or experience required under the section.

1.3 Supervision by Non-Registered Advisers - For the purposes of establishing experience that is equivalent to, or more appropriate in the circumstances than, the experience under the supervision of a registered adviser in subparagraph 3.1(1)(b)(ii) and subparagraph 3.2(1)(b)(ii) of the Rule, the Director will consider, among other relevant factors, experience under the supervision of

(a) an unregistered investment manager of a Canadian financial institution;

(b) an adviser that is registered in a jurisdiction other than Ontario or a foreign jurisdiction; or

(c) an adviser that is not required to be registered under the laws of the jurisdiction or foreign jurisdiction in which the adviser carries on business.

ONTARIO SECURITIES COMMISSION STAFF NOTICE 31-702 OF ONTARIO SECURITIES COMMISSION DESIGNATION OF COURSES UNDER RULE 31-502 PROFICIENCY REQUIREMENTS FOR REGISTRANTS

PART 1 INTERPRETATION

1.1 Interpretation - In this Designation, terms defined in Rule 31-502 Proficiency Requirements for Registrants (the "Rule") have the respective meanings ascribed to them in that Rule.

PART 2 DESIGNATIONS

2.1 LSIF Courses

(1) The course, which, at the effective date of the Rule, is entitled "Labour Sponsored Investment Funds" prepared and conducted by the Investment Funds Institute of Canada and every successor to that course that does not narrow the significant subject matter of the course is designated by the Commission as an LSIF course under the Rule.

(2) The course, which, at the effective date of the Rule, is entitled "Labour Sponsored Investment Funds" prepared and previously conducted by Steven G. Kelman and Associates Limited ("Kelman")(the "Kelman Course") is designated by the Commission as an LSIF course under the Rule for registrants who completed the course prior to December 1, 1998.

2.2 Scholarship Plan Dealers' Courses

(1) The scholarship plan dealers' courses prepared and conducted by each of Scholarship Consultants of North America, C.S.T. Consultants Inc., Canadian American Financial Corp. (Canada) Limited, Global Educational Marketing Corporation and Education Fund Services Inc. as they exist on the effective date, every predecessor of one of those courses and every successor to one of those courses that does not narrow the scope of the significant subject matter of the course, are designated by the Commission as scholarship plan dealers' courses under Rule 31-502 Proficiency Requirements for Registrants.

(2) If the Commission is of the view that it is in the public interest to terminate any of the designations in subsection (1), it may do so after giving the affected party the opportunity to be heard.