Webb Asset Management Canada, Inc.

WHEREAS:

(A) Webb Asset Management Canada, Inc. (“Webb”) has applied to The Manitoba Securities Commission for an order pursuant to Section 5.1 of Manitoba Securities Commission Rule 31-506 – MFDA Members – Mutual Fund Dealers (the "MFDA Membership Rule") exempting Webb from the requirement to become a member of The Mutual Fund Dealers Association of Canada (the "MFDA"), provided that it complies with certain terms and conditions.

(B) It has been represented to the Director that:

1. Webb is registered as a portfolio manager;

2. Webb’s primary business is acting as the trustee, manager and portfolio manager of certain mutual funds (the “Mutual Funds”), including the Webb Enhanced Growth Fund and the Webb Enhanced Income Fund, and may include the provision of portfolio management and investment advisory services for institutional and private high net worth clients and their families;

3. Webb wishes to engage in Manitoba in certain activities in respect of the Mutual Funds which could be considered to be trades or acts in furtherance of trades, but these activities will be limited and incidental to Webb’s primary business;

(C) In view of the foregoing, I am of the opinion that it would not be prejudicial to the public interest to issue this Order.

I HEREBY ORDER, pursuant to a delegation to me by the Commission under subsection 4(1) of the Act of the powers in that behalf.

1. THAT, pursuant to Section 5.1 of the MFDA Rule, Webb is hereby exempt from the requirement to become a member of The Mutual Fund Dealers Association of Canada (the "MFDA"), provided that it complies with the terms and conditions set out in the attached Schedule "A".

DIRECTOR – LEGAL