Securities Law & Instruments

Headnote

Under the order, a registrant who is exempt from section 3.11 of National Instrument 31-103 due to the application of subsection 16.10(1) is also exempt from sections 3.5 and 3.9 of National Instrument 31-103.

Instruments Cited

National Instrument 31-103 Registration Requirements and Exemptions, ss. 3.5, 3.9, 16.10(1).

February 26, 2010

IN THE MATTER OF

NATIONAL INSTRUMENT 31-103

REGISTRATION REQUIREMENTS AND

EXEMPTIONS ("NI 31-103" or the "Instrument")

AND

CHRISTOPHER MILLER (the "Lead Filer") AND

OTHER ADVISING REPRESENTATIVES OF

PORTFOLIO MANAGERS APPLYING FOR

REGISTRATION AS DEALING REPRESENTATIVES

DECISION

Interpretation

Unless otherwise defined in this decision or the context otherwise requires, terms used in this decision that are defined in NI 31-103 or National Instrument 14-101 Definitions have the same meaning.

Background

1. The Lead Filer is registered in Ontario as an advising representative of a portfolio manager and has been continuously registered in that category since NI 31-103 came into force.

2. The Lead Filer is applying for registration as a dealing representative of an exempt market dealer.

3. Under section 3.9 [exempt market dealer -- dealing representative], a dealing representative must not act as a dealer on behalf of an exempt market dealer unless the individual has satisfied the proficiency requirements in paragraph (a), (b) or (c) of that section. Paragraph 3.9(c) provides that an individual may act as a dealer on behalf of an exempt market dealer if the individual has met the requirements of section 3.11 [portfolio manager -- advising representative].

4. Because the Lead Filer was registered as an advising representative of a portfolio manager when NI 31-103 came into force, he is exempt from section 3.11 [portfolio manager -- advising representative] due to the application of subsection 16.10(1) [proficiency for dealing and advising representatives].

Application

The Lead Filer has applied to the Director, under section 15.1 of NI 31-103, for exemptions for himself and each advising representative of a portfolio manager registered in a jurisdiction of Canada on and since the date NI 31-103 came into force (together with the Lead Filer, the Filers or, individually, a Filer) from sections 3.5 [mutual fund dealer -- dealing representative] and 3.9 [exempt market dealer -- dealing representative] of NI 31-103, subject to the conditions and restrictions set out in this decision.

Decision

The decision of the Director is that each Filer is exempt from sections 3.5 [mutual fund dealer -- dealing representative] and 3.9 [exempt market dealer -- dealing representative] of NI 31-103 so long as the Filer is exempt from section 3.11 [portfolio manager -- advising representative] in any jurisdiction of Canada due to the application of subsection 16.10(1) [proficiency for dealing and advising representatives].

"Erez Blumberger"
Deputy Director, Registrant Regulation
Ontario Securities Commission