Securities Law & Instruments

Headnote

The applicant and similarly situated portfolio managers are exempted from the proficiency requirements on chief compliance officers in sections 3.6, 3.10 and 3.14 of National Instrument 31-103.

Instruments Cited

National Instrument 31-103 Registration Requirements and Exemptions, ss. 3.6, 3.10, 3.13, 3.14, 16.9(2).

February 26, 2010

IN THE MATTER OF

NATIONAL INSTRUMENT 31-103

REGISTRATION REQUIREMENTS AND

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

AND

VANTAGE ASSET MANAGEMENT INC.

(the "Lead Filer") AND

OTHER PORTFOLIO MANAGERS APPLYING

FOR REGISTRATION IN ANOTHER CATEGORY

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 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 an investment fund manager.

3. Under section 3.14 [investment fund manager -- chief compliance officer], an investment fund manager must not designate an individual as its chief compliance officer unless the individual has satisfied the proficiency requirements in paragraph (a), (b) or (c) of that section. Paragraph 3.14(c) provides that an individual may be designated an investment fund manager's chief compliance officer if the individual has met the requirements of section 3.13 [portfolio manager -- chief compliance officer].

4. Because the Lead Filer was registered as a portfolio manager when NI 31-103 came into force, the Lead Filer's chief compliance officer is exempt from section 3.13 [portfolio manager -- chief compliance officer] due to the application of subsection 16.9(2) [registration of chief compliance officers].

Application

The Lead Filer has applied to the Director, under section 15.1 of NI 31-103, for exemptions for the Lead Filer and each 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 certain sections in Part 3 [proficiency] 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 3.6 [mutual fund dealer -- chief compliance officer], 3.10 [exempt market dealer -- chief compliance officer], and 3.14 [investment fund manager -- chief compliance officer] of NI 31-103 so long as

(a) the Filer is exempt from section 3.13 [portfolio manager -- chief compliance officer] in any jurisdiction of Canada due to the application of subsection 16.9(2) [registration of chief compliance officers], and

(b) the individual designated as the Filer's chief compliance officer in respect of the Filer's mutual fund dealer, exempt market dealer or investment fund manager activities is the same individual designated as the Filer's chief compliance officer in respect of the Filer's portfolio manager activities.

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