Raymond James Ltd. and certain other registered firms registered as of February 26, 2010

Headnote

Revocation of prior interim decision of Director dated February 26, 2010, In the Matter of National Instrument 31-103 Registration Requirements and Exemptions and Raymond James Ltd. and certain other registered firms registered as of the date of this decision . Circumstances provided for in the interim decision are now addressed in the new subsection 14.5(2) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Section 14.5 of NI 31-103 requires a registered firm whose head office is not located in Ontario to provide clients in Ontario with certain disclosure, including disclosure that there may be difficulty enforcing legal rights against the firm because the firm is not resident in Ontario. Interim decision provided an exemption from the disclosure requirements in section 14.5 if the registered firm.s head office was located in another jurisdiction of Canada and the firm had a physical place of business in Ontario -- The new subsection 14.5(2) of NI 31-103 provides an exemption from the disclosure requirements now contained in subsection 14.5(1) of NI 31-103 for registered firms whose head office is in Canada if the firm is registered in the local jurisdiction.

Applicable Legislative Provisions

National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 14.5, 14.5(1), 14.5(2), 15.1.

Decision Cited

In the Matter of National Instrument 31-103 Registration Requirements and Exemptions and Raymond James Ltd. and certain other registered firms registered as of the date of this decision, (2010) 33 OSCB 1772.

September 13, 2011

IN THE MATTER OF

NATIONAL INSTRUMENT 31-103 REGISTRATION REQUIREMENTS,

EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS

("NI 31-103")

AND

RAYMOND JAMES LTD. (the "Lead Filer")

AND CERTAIN OTHER REGISTERED FIRMS REGISTERED AS OF FEBRUARY 26, 2010

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 applied to the Director, under section 15.1 of NI 31-103, for exemptions for itself and each registered firm registered as of February 26, 2010 that had 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 certain conditions and restrictions.

2. On February 26, 2010, the Director issued a decision (theInterim Decision) under section 15.1 of NI 31-103, In the Matter of National Instrument 31-103 Registration Requirements and Exemptions and Raymond James Ltd. and certain other registered firms registered as of the date of this decision, (2010) 33 OSCB 1772.

3. The Interim Decision provided exemptions from the client disclosure requirements under section 14.5 of NI 31-103 for a registered firm whose head office is not located in Ontario.

4. Under the Interim Decision, a Filer was exempt from what is now subsection 14.5(1) of NI 31-103 so long as:

a. the head office of the Filer was located in another jurisdiction of Canada, and

b. the Filer had a physical place of business in Ontario.

5. The Interim Decision was issued by the Director on the understanding that it would be reconsidered in the course of the NI 31-103 amendments process.

6. Amendments to NI 31-103 were published on April 15, 2011 and came into force on July 11, 2011. As a result of these amendments, the circumstances previously provided for in the Interim Decision are now addressed in subsection 14.5(2) of NI 31-103.

Decision

The Director is satisfied that it is in the public interest for him to make this decision.

The decision of the Director is that, effective September 16, 2011, the Interim Decision is revoked.