COR# Variation Order …

COR#

                                    Variation Order

                     Mutual Fund Dealers Association of Canada

                  Section 171 of the Securities Act, RSBC 1996, c. 418

The Commission recognized the Mutual Fund Dealers Association of Canada (the
MFDA) on February 15, 2001, under section 24 of the Securities Act as a self regulatory
body for mutual fund dealers.

The Commission continued its recognition of the MFDA on June 3, 2004, subject to
certain terms and conditions set out in Schedule A of that order (the Order).

On November 14, 2006, the Commission varied the Order to extend the suspension of
MFDA Rule 2.4.1 to December 31, 2008.

On July 16, 2008, the MFDA applied to vary the Order to extend the suspension of Rule
2.4.1 until December 31, 2010, to give the MFDA time to develop proposed amendments
to that rule to allow approved persons to direct remuneration from business they conduct
on behalf of MFDA members to non-registered corporations, subject to conditions. The
MFDA also applied to remove section 14(A) from Schedule A of the Order.

Considering that it is not prejudicial to the public interest the Commission orders under
section 171 of the Act that the Order is varied by deleting section 14 of Schedule A and
replacing it with the following:

       14.     SUSPENSION OF MFDA RULE 2.4.1

       MFDA Rule 2.4.1 is suspended and will continue to be suspended until December
       31, 2010, in the Provinces of British Columbia, Saskatchewan, Ontario and Nova
       Scotia, and during such period the MFDA shall comply with the following
       conditions:

       (A) the MFDA shall, as a condition of a member or Approved Person being
           entitled to rely on the suspension of Rule 2.4.1, require that the member and
           its Approved Persons agree, and cause any recipient of commissions on
           behalf of Approved Persons that is itself not registered as a dealer or a
           salesperson to agree, to provide to the MFDA, the Commission and the
           applicable member access to its books and records for the purpose of
           determining compliance with the rules of the MFDA and applicable
           securities legislation;

       (B) the MFDA shall ensure in connection with the suspension of Rule 2.4.1 that
           members and Approved Persons comply with the remaining Rules, with
           specific reference to Rule 1 Business Structures and Qualifications, Rule
           1.2.1(d) Dual Occupations and the requirement noted above in paragraph
           (B);

      (C) the MFDA shall ensure that members applying for membership are made
          aware of the requirements of Rule 1 by delivering to each applicant a copy
          of its Notice MR-0002; and

      (D) the MFDA shall not accept a member whose relationship with its Approved
          Persons does not comply with the rules of the MFDA and in particular, Rule
          1, unless the MFDA has granted exemptive relief to that applicant under the
          authority granted to the Board of Directors under section 38 By-law No. 1.


*, 2008




Douglas M. Hyndman
Chair