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Bulletin #0044-M

Membership Information
MFDA Completes Corporate Governance Restructuring

Mutual Fund Dealers Association of Canada
Association canadienne des courtiers de fonds mutuels
121 King Street West, Suite 1600, Toronto, Ontario, M5H 3T9
TEL: 416-361-6332 FAX: 416-943-1218 WEBSITE: www.mfda.ca

Contact: Laurie
Gillett
BULLETIN #0044 – M
Manager, Membership Services
December 12, 2003
Phone: 416-943-5827

E-mail: lgillett@mfda.ca

MFDA Bulletin

Membership Information

For Distribution to Relevant Parties within your Firm

MFDA Completes Corporate Governance Restructuring
The Mutual Fund Dealers Association of Canada (“MFDA”) is pleased to announce it has
successfully completed enhancements to its corporate governance structure in accordance with
the schedule set out in the terms and conditions of its recognition as a self-regulatory
organization by the securities commissions in Alberta, B.C., Ontario, Saskatchewan and Nova
Scotia.

At the Annual and Special Meeting held in Toronto on December 5, 2003, Members of the
MFDA confirmed amendments to the MFDA By-laws dealing with a number of matters
including the composition of the Board of Directors. These amendments reflect the
recommendations of the MFDA Corporate Governance Committee, which were published on the
MFDA website in March 2003, and emphasize the importance of reflecting in the MFDA
governance structure, the diversity of the MFDA membership and the public interest.

The MFDA By-laws now include:

• the Board of Directors be comprised of 13 directors, 6 of whom are public directors, 6 of
whom are industry directors, and one of whom is the MFDA President and Chief
Executive Officer;
• at least four directors represent regions of Canada other than the provinces of Ontario and
Quebec; and
• 5 of the 6 industry directors must be officers or directors of a Member.

Page 1 of 2

Attached to this bulletin is a list of the Board of Directors.

At their first meeting, the Board of Directors appointed W. Terry Wright, Q.C. to serve as Chair
and Larry M. Waite to serve as President and Chief Executive Officer.

At the Annual and Special Meeting of Members that was held on December 5, 2003, the date for
the next MFDA Annual Meeting of Members was fixed. This Meeting will be held on Friday,
December 3, 2004 at a time and location yet to be determined. Materials related to the Annual
Meeting of Members will be distributed to all Members in advance of the Meeting.

The Mutual Fund Dealers Association of Canada is the self-regulatory organization for Canadian
mutual fund dealers. The MFDA regulates the operations, standards of practice and business
conduct of its 200 members and their 55,000+ representatives with a mandate to protect investors
and the public interest.

Laurie Gillett
Manager, Communications

(doc. #23425)
Page 2 of 2

Mutual Fund Dealers Association of Canada
Board of Directors

PUBLIC DIRECTORS




Name of Director
Occupation
Province
Proposed Term
on MFDA Board





Martin L. Friedland, O.C.,
Professor of Law and
Ontario Three
Years
Q.C.
University Professor Emeritus,
University of Toronto

Martin L. Friedland, O.C., Q.C. has served as Dean of the Faculty of Law at the University of Toronto. He has authored
numerous legal periodical articles and books and has been an active participant in several public commissions and task
forces. He is a former member of the Ontario Securities Commission. Professor Friedland is the recipient of a number of
awards of distinction, including the prestigious Molson Prize from the Canada Council for his outstanding achievements
and contributions to the enrichment of Canada’s cultural life. In 1983 he became a Fellow of the Royal Society of Canada
and in 1990 he was appointed an Officer of the Order of Canada. Professor Friedland is a Gold Medalist graduate of the
University of Toronto Law School.




W.D. (Bill) Grace
Chartered Accountant Alberta
Three
Years
W.D. (Bill) Grace is presently an active corporate director and consultant for a number of organizations in the both the
profit and not-for-profit sectors. He has served on numerous professional bodies, and has held such senior positions as
President of the Canadian Institute for Chartered Accountants and member of the Alberta Securities Commission. Mr.
Grace is a recipient of the Alberta Achievement Award by the Province of Alberta. He is a Fellow and Life Member of
the Institute of Chartered Accountants of Alberta and Ontario. In 1999, he received the Lifetime Achievement Award
from the Institute of Chartered Accountants of Alberta and in 2000 he received the University of Alberta Alumni Award
of Excellence.




Robert B. MacLellan
Lawyer
Nova Scotia
Three Years
Robert B. MacLellan is a partner with Burchell MacDougall, a Nova Scotia law firm, and has had a distinguished legal
career. He is the author of numerous legal articles and is a former lecturer at Dalhousie Law School in Corporate Finance
and Taxation. Mr. MacLellan has served on several public bodies and has held such senior positions as Secretary to the
Royal Commission of Inquiry on the Ontario Provincial Police (the "Duke Inquiry"), Governor of the Canadian Tax
Foundation, member of the Joint Committee on Taxation, and Chair of the Nova Scotia Securities Commission. He is a
graduate of Dalhousie Law School and served as Law Clerk to Chief Justice Wells of the High Court of Justice (Ontario).




Janet K. Pau
Vice President and Treasurer
British
Two Years
Canfor Corporation
Columbia
Janet K. Pau was appointed Vice-President and Treasurer of Canfor in May of 1995. Prior to this, she held the position of
Treasurer and Officer of Howe Sound Pulp and Paper Limited, a joint venture of Canfor Corporation and Oji Paper
Company of Japan. She is past President of the Board of Directors of the Vancouver Society of Financial Analysts. Ms.
Pau graduated from York University with a degree in Economics and is a Chartered Financial Analyst.




Irene A. Seiferling
Senior Associate
Saskatchewan Two
Years
H.J. Linnen Associates
Irene A. Seiferling is a senior consulting associate specializing in communications, business research and governance.
She has significant experience in policy analysis and consensus building related to a wide variety of industries. Ms.
Seiferling has served as a member of numerous boards and committees, including the Standards Council of Canada,
Industry Canada's Information Highway Advisory Council and the Saskatchewan Life Insurance Council. She is the
recipient of the Governor General's Award for Community Service and the Saskatchewan Consumer Award of Merit. Ms.
Seiferling graduated with distinction from the University of Saskatchewan with a degree in Economics.





Robert J. Wright, C.M., Q.C.
Deputy Chairman,
Ontario Two
Years
Teck Cominco Limited
Robert J. Wright, C.M., Q.C. is Deputy Chairman of Teck Cominco Ltd., and for many years practiced law in the
corporate securities field. He has served as an active board member for a number of organizations in the both the profit
and not-for-profit sectors, and has held such senior positions as Chair and Director of the Toronto Port Authority and
Chair of the Ontario Securities Commission. In 1997, Mr. Wright was appointed a Member of the Order of Canada. Mr.
Wright is a Gold Medalist graduate of Osgoode Hall Law School.




INDUSTRY DIRECTORS




Name of Director
Occupation
Province
Proposed Term
on MFDA Board





George Aguiar
President and
Ontario Two
Years
Chief Executive Officer,
GP Capital Corporation

George Aguiar began his career in the financial services industry in 1986. As a Certified Financial Planner he has built a
successful financial planning practice. In 1998, he founded GP Capital Corporation, a mutual fund dealer. In January
2002, Mr. Aguiar took on the role of Chair of the Federation of Independent Mutual Fund Dealers, an association that
represents 37 mutual fund dealers across Canada. More recently, Mr. Aguiar has been elected to the board of directors of
the Investment Funds Institute of Canada.




Ted R. Cadsby
President and
Ontario Two
Years
Chief Executive Officer
CIBC Securities Inc.

Ted R. Cadsby is head of CIBC Securities Inc., as well as President of CIBC Trust and Senior Vice-President of
Managed Investment Products and Fixed Term Investments at CIBC. Mr. Cadsby serves as a board member for a number
of organizations, including the Investment Funds Institute of Canada, the Individual Finance and Insurance Decisions
Centre and the Centre for Addiction and Mental Health Foundation, for which he is also the head of the hospital's
Corporate Fund Raising and Investment Committees. Mr. Cadsby is a member of the Queen's University Council and
author of two national best-selling investment books. He is a Chartered Financial Analyst and holds a Masters of
Business Administration degree from the University of Western Ontario and an Honours Bachelor of Arts in Philosophy.




Timothy Calibaba
President
Saskatchewan Two
Years
TWC Financial Corp.
Timothy Calibaba is the founder, President and Chief Executive Officer of TWC Financial Corp., an independent mutual
fund distributor, licensed from B.C. through to Ontario with approximately 400 Approved Persons and over $3.5 billion
in assets under administration. He is also the President and Chair of TWC Group of Companies Inc., which consists of
TWC Financial Corp., TWC Securities Inc. and TWC Insurance. Mr. Calibaba has an extensive background in the
financial services industry dating back more than 25 years, when he initially became licensed for life insurance in 1975.
He is very active in the industry and is a past Board member of the Investment Funds Institute of Canada and past Chair
of the Federation of Independent Mutual Fund Dealers.




Honourable Thomas A. Hockin
President and
Ontario One
Year
Chief Executive Officer
Investment Funds Institute of Canada

Honourable Thomas A. Hockin has served on the MFDA Board since 1997. He was elected to the House of Commons in
1984 and held a number of Federal Cabinet portfolios, including serving as Minister of State, Finance, Minister of
Science and Minister of International Trade. Mr. Hockin has served as an active board member for a number of
organizations and is Chair of the Canadian Educational Standards Institute. He graduated with a Masters of Public
Administration and Ph.D. from Harvard University.





W. David Wood
Executive Vice-President and Chief
Quebec One
Year
Administrative Officer National Bank
Financial

W. David Wood served as President of the Correspondent Network at First Marathon Securities Limited, founding the
correspondent clearing business in Canada. He served as Chair of the Finance Committee at each of the Canadian
Depository for Securities and The TSX Inc. Mr. Wood is the longest serving member of the CDS Board and currently
member of the Executive Committee. He is also a director of Altamira. Mr. Wood is a Chartered Accountant and holds a
Masters of Business Administration degree from the Schulich School of Business.




W. Terry Wright, Q.C.
Senior Vice President,
Manitoba One
Year
General Counsel and Secretary
Investors Group

W. Terry Wright, Q.C. is a graduate of the Faculty of Law at the University of Manitoba and is actively involved in
financial industry matters, serving as director for the Canadian Payments Association, the Ombudservice for Banking
Services and Investments and the Centre for the Financial Services OmbudsNetwork. Mr. Wright is presently the Chair
of each of the MFDA and the Investment Funds Institute of Canada.




PRESIDENT & CEO







Larry M. Waite
President and
Ontario
Chief Executive Officer
MFDA

Larry M. Waite joined the MFDA in October 1998 as its first employee and Chief Operating Officer. Prior to joining the
MFDA, Mr. Waite served in a number of senior positions during his twenty-year career with the Ontario Securities
Commission including Managing Executive Director, Director of Enforcement and Chief Forensic Accountant. Mr.
Waite has served on a number of national and international regulatory committees with the Canadian Securities
Administrators (CSA); the North American Securities Association (NASAA) and the International Organization of
Securities Commissions ( IOSCO).