R.S.O. 1990, c. S.5, AS AMENDED
IN THE MATTER OF
DAVID BARNSDALE, ROCH BEAULIEU, MARY DAWN DAVY,
AHSAN KHAN, MARK MILLER, JAMES SCHOFIELD,
ASHTON SO,WAYNE STEPHENSON, IAN YEO and TD SECURITIES INC.
RE: ROCH BEAULIEU
1. By Notice of Hearing dated October 31, 1997, the Ontario Securities Commission (the "Commission") announced that it proposed to hold a hearing toconsider, inter alia;
(a) whether it is in the public interest to order, pursuant to clause 1 of subsection 127(1) of the Act, that the registration of Roch Beaulieu be suspended for suchperiod of time as is ordered by the Commission; and
(b) such further and other orders or directions as the Commission may consider to be in the public interest to make.
II JOINT SETTLEMENT RECOMMENDATION
2. The staff of the Enforcement Branch of the Commission ("Staff") agrees to recommend the settlement of the proceedings against Roch Beaulieu ("Beaulieu")commenced by Notice of Hearing dated October 31, 1997 in accordance with the terms and conditions set out hereinafter. Beaulieu agrees to the settlement onthe basis of the facts hereinafter set out.
3. Staff and Beaulieu agree that only if, as and when the settlement is approved by the Commission, may this settlement agreement be released to the public.
III STATEMENT OF FACTS
4. Beaulieu agrees with the facts set out in this section of the Settlement Agreement.
5. Staff acknowledges that the facts contained in this section of the Settlement Agreement are consistent with its investigation.
6. Beaulieu is registered with the Commission to sell mutual fund securities and limited market products. At all material times, Beaulieu was employed by MoneyConcepts Group Capital Corp. ("Money Concepts").
7. Dean Albrecht ("Albrecht") is a financial marketing consultant who currently resides in the state of Florida in the United States of America.
(iii) "Financial Independence Through Superior Planning"
8. In or about early 1996, Albrecht advised Beaulieu that he was assembling a book on financial planning and asked if Beaulieu wished to participate. Albrechtpresented the book as an educational and marketing tool which Beaulieu could give to prospects and clients.
9. In or about June 1996 Beaulieu agreed to participate in the book project offered by Albrecht to be entitled "Financial Independence Through SuperiorPlanning". At this time, Beaulieu was aware that others in the industry had also agreed to participate in the book. Beaulieu understood that the other participantswould make revisions to the copy of the book which identified Beaulieu as "the co-author" along with Albrecht. Beaulieu further understood that the otherparticipants would receive a similar or identical version of the book naming each participant as "the co-author" along with Albrecht.
10. Beaulieu mistakenly relied upon Albrecht's assurance that his designation as a "co-author" was warranted. No independent inquiries were made by Beaulieuto substantiate Albrecht's assurance.
11. Beaulieu did not draft any text of the manuscript. He did, however, provide ideas and information for the book's content and edited portions of it. Commentswere provided to Albrecht in numerous telephone calls.
12. Beaulieu drafted a biography to be included in the book and sent a picture to Albrecht to be included with his biography on a co-author page in the book.
13. Beaulieu ordered 250 copies of the book from Albrecht and paid $2,500 for those copies.
14. At the end of March 1997, Beaulieu accepted delivery at Money Concepts' branch office in Newmarket, Ontario of 250 copies of the book. Thereafter,Beaulieu distributed 10 copies of the book to existing and potential clients from the offices of Money Concepts.
15. The version of the book distributed by Beaulieu named Beaulieu as "the co-author" at page v. No other co-author was named in Beaulieu's version of thebook. Another page at the end of the book named Albrecht as "the author". Only Albrecht's name appeared on the cover. The foreword to the bookacknowledged that a number of unnamed financial advisors had contributed to the book by reading, critiquing, modifying and editing the manuscript.
16. Beaulieu did not consider it necessary to obtain approval from the compliance department of Money Concepts prior to issuing copies of the book to thepublic and no such approval was sought or obtained. Such conduct was contrary to the policy of Money Concepts concerning the use of advertising andmarketing materials.
(iv) Mitigating Factors
17. Beaulieu has co-operated fully with Staff during this investigation.
18. Beaulieu distributed only 10 copies of the book to existing and potential clients.
(v) Conduct Contrary to the Public Interest
19. The conduct of Beaulieu was contrary to the public interest in that Beaulieu:
(a) agreed to participate in a marketing tool which could have misled existing and potential clients;
(b) distributed to existing and potential clients a book which misrepresented his status as the sole co-author along with Albrecht; and
(c) engaged in conduct unbecoming a registrant with the Commission.
IV TERMS OF SETTLEMENT
20. Beaulieu agrees to the following terms of settlement:
(a) that an order be made pursuant to clause 1 of subsection 127(1) of the Act that Beaulieu's registration be suspended for a period of 10 days commencing onMonday, December 8, 1997.
21. Beaulieu hereby consents to an order of the Commission incorporating the provisions of Part IV above in the form of an order annexed hereto as Appendix"A".
VI STAFF COMMITMENT
22. If this Settlement Agreement is approved by the Commission, Staff will not initiate any complaint to the Commission or request the Commission to hold ahearing or issue an order in respect of any conduct or alleged conduct of Beaulieu in relation to the facts set out in Part III of this Settlement Agreement inrespect of which the Notice of Hearing was issued on October 31, 1997 against the Respondents.
VII PROCEDURE FOR APPROVAL OF SETTLEMENT
23. The approval of the Settlement Agreement shall be sought at a public hearing of the Commission scheduled for November 25, 1997.
24. Staff and Beaulieu agree that if the Settlement Agreement is approved by the Commission, it will constitute the entirety of the evidence to be submittedrespecting Beaulieu in this matter and he agrees to waive his rights to a full hearing and appeal of this matter under the Act.
25. Staff and Beaulieu agree that if the Settlement Agreement is approved by the Commission, he will not make further statements which are inconsistent withthe Settlement Agreement.
26. If, for any reason whatsoever, the Settlement Agreement is not approved by the Commission or the order set forth in Appendix "A" is not made by theCommission:
(a) Staff and Beaulieu will each be entitled to proceed with a hearing of the allegations in the Notice of Hearing, unaffected by the Settlement Agreement or thesettlement negotiations;
(b) the terms of the Settlement Agreement will not be raised in any other proceeding or disclosed to any person except with the written consent of Beaulieu andStaff or otherwise as may be required by law; and
(c) Beaulieu further agrees that he will not raise in any proceeding the Settlement Agreement or the negotiation or the process of approval thereof as the basis forany attack on the Commission's jurisdiction, alleged bias, alleged unfairness or any other challenge that may otherwise be available.
27. If, prior to the approval of this settlement by the Commission, there are new facts or issues of substantial concern to Staff regarding the facts set out in PartIII of the Settlement Agreement, Staff will be at liberty to withdraw from the Settlement Agreement. Notice of such intention will be provided to Beaulieu inwriting. In the event of such notice being given, the provisions of paragraph 26 of this part will apply as if the Settlement Agreement had not been approved inaccordance with the procedures set out herein.
VIII DISCLOSURE OF SETTLEMENT AGREEMENT
28. The terms of the Settlement Agreement will be treated as confidential by both parties hereto until approved by the Commission, and forever if, for any reasonwhatsoever, the Settlement Agreement is not approved by the Commission.
29. Any obligation as to confidentiality shall terminate upon the approval of this Settlement Agreement by the Commission.
IX EXECUTION OF SETTLEMENT AGREEMENT
30. The Settlement Agreement may be signed in one or more counterparts which shall constitute a binding agreement and a facsimile copy of any signature shallbe as effective as an original signature.
November 20th, 1997.
SIGNED IN THE PRESENCE OF:
for Larry Waite