Lincluden Mutual Fund Dealer Inc. - s. 5.1 of Rule 31-506

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

LINCLUDEN MUTUAL FUND DEALERINC.

EXEMPTION

(Section 5.1 of the Rule)

UPON the Director having received anapplication (the "Application") from Lincluden MutualFund Dealer Inc. ("Lincluden") seeking a decisionpursuant to section 5.1 of the Rule, to exempt Lincluden fromthe application of section 2.1 of the Rule, which would requireLincluden to be a member of the Mutual Fund Dealers Associationof Canada (the "MFDA") by July 2, 2002 on the conditionthat Lincluden is a member of the MFDA by April 1, 2003;

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

AND UPON Lincluden having representedto the Director that:

1. Lincluden has applied to be registeredunder the Act as a mutual fund dealer and has its head officein Ontario;

2. Lincluden has filed a membership application(the "MFDA Application") with the MFDA;

3. Lincluden is a wholly-owned subsidiaryof Lincluden Management Limited. Lincluden Management Limitedis registered under the Act as a mutual fund dealer, limitedmarket dealer, investment counsel and portfolio manager. Onceit has obtained registration, Lincluden will take over LincludenManagement Limited's activities as a mutual fund dealer andLincluden Management Limited will surrender its mutual funddealer registration;

4. Lincluden is not in breach of any requirementsof the Act or the regulations or rules made thereunder;

5. Lincluden and Lincluden Management Limitedreceived an exemption (the "Initial Exemption")from section 2.1 of the Rule on June 28, 2002 on the conditionthat either Lincluden or Lincluden Management Limited wasa member of the MFDA by December 1, 2002; and

6. neither Lincluden nor Lincluden ManagementLimited will be a member of the MFDA 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 Lincluden is exempt from therequirement of section 2.1 of the Rule, as modified by the InitialExemption, on the condition that from and after April 1, 2003,so long as Lincluden is registered as a mutual fund dealer underthe Act, Lincluden is a member of the MFDA.

November 27, 2002.

"David M. Gilkes"