Orders and Exemptions

THE JONES FINANCIAL COMPANIES, L.L.L.P.

WHEREAS:

(A) The Jones Financial Companies, L.L.L.P. ("JFC") has applied to the Manitoba Securities Commission (the "Commission") for an order pursuant to subsection 20(1) of the Securities Act, R.S.M. 1998, c. S50 (the "Act") that distributions from time to time by JFC of limited partnership interests in, or other securities of, JFC to employees of entities controlled by JFC resident in Manitoba resident in Manitoba be exempt from sections 6 and 37 of the Act;

(B) JFC has represented to the Commission that:

1. JFC is a limited liability limited partnership organized under the laws of the State of Missouri and is not subject to the continuous disclosure requirements under the Act.

2. JFC holds, directly or indirectly, all of the partnership interests in Edward D. Jones & Co., L.P. ("Jones US"), a Missouri limited partnership, which is a broker/dealer in listed and unlisted securities, acts as an investment banker, provides investment advisory services, is a distributor of mutual fund securities and is engaged in the sale of various insurance products.

3. Jones US holds, directly or indirectly, all of the partnership interests in Edward Jones ("Jones Canada"), a limited partnership organized under the laws of the Province of Ontario, which carries on a securities business in Manitoba and other provinces of Canada and is registered under the Act as an investment dealer.

4. JFC’s equity consists of limited partner interests, Class I subordinated limited partner interests and Class II subordinated limited partner interests (collectively, "Limited Interests") and capital contributed by its general partners. All of the Limited Interests are held by current and former employees of JFC and its related entities and current and former general partners.

5. JFC proposes to distribute, from time to time, Limited Interests or other securities of JFC (the "Other JFC Securities") to employees of entities which are directly or indirectly controlled by JFC including Jones Canada (the "Affiliated Entities") resident in Manitoba (the "Manitoba Employees").

6. The Limited Interests are not transferable except with the consent of the managing partner of JFC (which employees are advised is not expected to be given);

7. The Manitoba Employees are not, and will not be, directly or indirectly, induced to purchase Limited Interests or Other JFC Securities by expectation of employment or continued employment.

8. JFC cannot rely on the registration and prospectus exemptions contained in subsection 19(1)(l) and 58(1)(b) of the Act in respect of distributions of Limited Interests and Other JFC Securities to the Manitoba Employees because JFC is not a company as defined in subsection 1(1) of the Act and the Affiliated Entities are not "affiliates" of JFC as that term is defined in subsection 1(2) of the Act.

(C) The Commission is satisfied that it would not be prejudicial to the public interest to grant the order requested.

IT IS ORDERED:

1.  THAT, pursuant to subsection 20(1) of the Act, the issuance of Limited Interests and Other JFC Securities to Manitoba Employees is exempt from sections 6 and 37 of the Act if, at the time of issuance of Limited Interests or Other JFC Securities by JFC to an Manitoba Employee, JFC is an affiliate of the Affiliated Entity which employs the Manitoba Employee within the meaning of subsection 1(2) of the Act provided that for the purposes of this order:

(a) all references to "company" contained in subsections 1(2), 1(3), 1(4) and 1(7) of the Act are deemed to be references to "partnership or company";

(b) a partnership, other than a limited partnership, shall be deemed to be controlled by another partnership or company if such partnership or company holds more than 50% of the interests in the first mentioned partnership; and

(c) a limited partnership shall be deemed to be controlled by its general partner.

2.  THAT the fee for this order shall be $1,000.00.

BY ORDER OF THE COMMISSION

Director