Proceedings

IN THE MATTER OF THE SECURITIES ACT
R.S.O. 1990, CHAPTER S.5, AS AMENDED
AND
IN THE MATTER OF
DAVID BARNSDALE, ROCH BEAULIEU,
MARY DAWN DAVY, ASHAN KHAN, MARK MILLER,
JAMES SCHOFIELD, ASHTON SO, WAYNE STEPHENSON,
IAN YEO and TD SECURITIES INC.
AND
IN THE MATTER OF
A SETTLEMENT AGREEMENT WITH TD SECURITIES INC.

Hearing: March 16, 1998
Panel: G. Stromberg - Commissioner
R. Stephen Paddon, Q.C. - Commissioner
Counsel: M. Sopinka for Staff of the
Ontario Securities Commission
J. Leon TD Securities Inc.
D. Hausman TD Securities Inc.

DECISION AND REASONS

Commissioner Stromberg (Orally): On October 31, 1997, the Ontario Securities Commission issued a Notice of Hearing pursuant to Section 127 of theSecurities Act in respect of TD Securities Inc., which we will hereinafter refer to as "TDSI". TDSI and Staff of the Commission have entered into a settlementagreement dated March 11, 1998, which we will refer to hereinafter as the "Settlement Agreement", in which they agreed to a proposed settlement of theproceedings respecting TDSI, subject to the approval of the Commission. A copy of the Settlement Agreement which sets out the agreed facts of the matter andthe terms of the Settlement Agreement is annexed to this Decision and Reasons.

The circumstances giving rise to this matter are troubling, but we are prepared to accept the explanation of TDSI as to how it found itself in this situation, andthe steps it has taken to supplement its compliance procedures to avoid the possibility of misrepresentation as to authorship occurring in the future.

The development of these procedures, which we understand have been reviewed by the Investment Dealers Association of Canada, and approved as anappropriate policy to be implemented by its members, is a positive step in endeavouring to ensure that the public is not misled by investment advisors claimingauthorship of materials that they have not in fact written, or to which they have made minimal contribution.

We commend the adoption of comparable procedures by other registrants who are not members of the Investment Dealers Association of Canada.

In the circumstances of this case, and after reviewing the Settlement Agreement, the Statement of Allegations of Staff of the Enforcement Branch of theCommission, and hearing submissions from TDSI and Staff of the Commission, we are of the opinion that it is in the public interest to approve the SettlementAgreement, which provides for: firstly, the adoption of the Policy on Authorship of Material set out in Schedule A to the Settlement Agreement, which Policyhas been developed in consultation with the Investment Dealers Association of Canada and Staff of the Commission, and is designed to prevent a reoccurrence ofthe offending conduct described in the Settlement Agreement; and, secondly, the contribution by TDSI of $1,000 towards the costs of Staff's investigation.

Accordingly, the Settlement Agreement is approved and the proceedings in respect of TDSI are dismissed.

Released March 18, 1998