DBRS Limited

Order

Headnote

NP 11-205 Process for Designation of Credit Rating Organizations in Multiple Jurisdictions -- Application to be designated as a designated rating organization for the purposes of Canadian securities laws -- Filer and its affiliates have filed all documentation required under Part 2 of National Instrument 25-101 Designated Rating Organizations -- Filer is in compliance in all material respects with U.S. federal securities law applicable to an NRSRO -- Upon being designated, the Filer will be subject to the requirements set out in the Legislation and the securities legislation in each of the Passport Jurisdictions, except as contemplated by section of the Decision -- Designation granted subject to conditions -- The designation order provides a six month transition for the Filer to be fully compliant with NI 25-101.

Applicable Legislative Provisions

Securities Act (Ontario), R.S.O. 1990, c. S.5. as am., s. 22.

National Instrument 25-101 Designated Rating Organizations, ss. 6, 15.

April 30, 2012

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO

(the Jurisdiction)

AND

IN THE MATTER OF

THE PROCESS FOR DESIGNATION OF

CREDIT RATING ORGANIZATIONS

IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

DBRS LIMITED

(the Filer)

DESIGNATION ORDER

Background

The principal regulator in the Jurisdiction has received an application from the Filer for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) that the Filer be designated as a Designated Rating Organization (the Designation Order), as contemplated by National Instrument 25-101 Designated Rating Organizations (NI 25-101).

Under the Process for Designation of Credit Rating Organizations in Multiple Jurisdictions (for a passport application):

(a) the Ontario Securities Commission (the Commission) is the principal regulator for this application; and

(b) the Filer has provided notice that Section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Alberta, Manitoba, Québec, Nova Scotia, New Brunswick, Prince Edward Island, Newfoundland and Labrador, the Northwest Territories, Yukon and Nunavut (the Passport Jurisdictions).

Interpretation

Terms defined in National Instrument 14-101 Definitions, MI 11-102 or NI 25-101 have the same meanings in this decision, unless otherwise defined herein.

Representations

This decision is based on the following facts represented by the Filer:

1. The Filer is a corporation governed by the Business Corporations Act (Ontario) with its registered and principal offices located in Toronto, Ontario.

2. The Filer provides credit rating opinions that to a broad range of financial institutions, corporate entities, government bodies and various structured finance product groups in North America, Europe, Australasia and South America.

3. Affiliates of DBRS Canada are incorporated in the United States of America and in the European Union (EU).

(a) DBRS, Inc. (DBRS US), an affiliate of DBRS Canada, is a corporation existing under the laws of Delaware. DBRS US is registered with the SEC as a nationally recognized statistical rating organization (NRSRO), and DBRS Canada is a credit rating affiliate (as that term is defined in SEC Form NRSRO) of DBRS US.

(b) DBRS Ratings Limited (DBRS UK), an affiliate of DBRS, is a company incorporated in England and Wales and is a registered credit rating agency in the EU. As DBRS UK is not an NRSRO credit rating affiliate, it is not included in the Filer's Form NRSRO.

DRBS US and DBRS UK are hereinafter collectively referred to as the Affiliates.

4. The Filer is independently owned and operated. Currently, the Filer, together with the Affiliates, rates more than 1,000 different companies and single-purpose vehicles that issue commercial paper, term debt and preferred shares in the global capital markets.

5. On April 20, 2012, NI 25-101 came into force in the Jurisdiction and in each Passport Jurisdiction.

6. The Filer and the Affiliates are in compliance in all material respects with the securities legislation applicable to credit rating organizations in each jurisdiction in Canada, other than NI 25-101, and in any other jurisdiction in which the Filer or the Affiliates operate.

7. The Filer and the Affiliates have filed all documentation required under Part 2 of NI 25-101.

8. The Filer is registered as an NRSRO affiliate and is in compliance in all material respects with U.S. federal securities law applicable to an NRSRO. For further disclosure, see the Filer's Form NRSRO for the year ended November 30, 2011 available on the Filer's website.

9. The Filer has considered the implications of NI 25-101 and concluded that it will need to amend and implement its code of conduct, policies, guidelines and practices in order to be fully compliant with NI 25-101. To achieve compliance with each of the US, European and Canadian regimes, a transition period is required to allow the Filer to become fully compliant with NI 25-101.

10. Upon being designated as a Designated Rating Organization, the Filer will be subject to the requirements set out in the Legislation and the securities legislation in each of the Passport Jurisdictions, except as contemplated by section 1 of the Decision below.

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

The decision of the principal regulator under the Legislation is that:

1. the Filer is designated as a Designated Rating Organization under the Legislation and is exempt from the application of NI 25-101 for the term of this Designation Order (as determined pursuant to section 3 below), provided that:

(a) the Filer is in compliance in all material respects with U.S. federal securities law applicable to an NRSRO, as stated in paragraph 8 of the representations to this Designation Order;

(b) the Filer files with the Commission copies of all documents the NRSRO is required to provide under the 1934 Act, at the same time as, or as soon as practicable after, the NRSRO provides those documents to the SEC, subject in all cases to satisfactory resolution, prior to filing of such documents, of any issues regarding confidentiality of materials filed with the SEC on a confidential basis;

2. each of DBRS US and DBRS UK are designated as DRO affiliates; and

3. for each jurisdiction of Canada, this Designation Order will terminate on the earlier of:

(a) the date of the coming into force of any designation order or ruling under the securities legislation of any jurisdiction of Canada that amends this Designation Order or provides an alternate designation order pursuant to NI 25-101; and

(b) October 31, 2012.

"Howard Wetston"
Chair
Ontario Securities Commission
 
"James Turner"
Vice-Chair
Ontario Securities Commission