Securities Law & Instruments

Headnote

The applicant has a physical place of business within Ontario and its head office in another jurisdiction of Canada. Under the order, the applicant and other similarly situated registered firms are exempted from the disclosure requirement in section 14.5 of National Instrument 31-103.

Instruments Cited

National Instrument 31-103 Registration Requirements and Exemptions, s. 14.5.

February 26, 2010

IN THE MATTER OF

NATIONAL INSTRUMENT 31-103

REGISTRATION REQUIREMENTS AND

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

AND

RAYMOND JAMES LTD. (the "Lead Filer") AND

CERTAIN OTHER REGISTERED FIRMS

REGISTERED AS OF THE DATE OF THIS DECISION

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 14-101Definitions have the same meaning.

Background

1. Section 14.5 of NI 31-103 provides that a registered firm whose head office is not located in Ontario must provide its clients in Ontario with a written statement disclosing information specified in the section.

2. The purpose of section 14.5 is to ensure clients are given information that may be relevant to their ability to obtain civil remedies against a registrant located outside Ontario.

Application

1. The Lead Filer has applied to the Director, under section 15.1 of NI 31-103, for exemptions for itself and each registered firm registered as of the date of this decision that has a physical place of business in Ontario (together with the Lead Filer, the Filers or, individually, a Filer) from section 14.5 of NI 31-103, subject to the conditions and restrictions set out in this decision.

2. The Lead Filer represents that compliance with section 14.5 of NI 31-103 presents costs that are not justified in respect of a registered firm that has its head office in another jurisdiction of Canada and a physical place of business within Ontario.

Decision

The decision of the Director is that each Filer is exempt from section 14.5 of NI 31-103 so long as

(a) the head office of the Filer is located in another jurisdiction of Canada, and

(b) the Filer has a physical place of business in Ontario.

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