James, Raymond (USA) Ltd.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Application from U.S. broker-dealer for relief from dealer registration requirement, adviser registration requirement for incidental advice, and the prospectus requirement for the distribution of foreign securities that are traded pursuant to the registration exemptions on conditions that are similar to those provided in NI 35-101 Conditional Exemption from Registration for United States Broker-Dealers and Agents -- Dealer registration relief includes relief for the filer and its cross registered representatives to trade in any securities in accounts which qualify as tax-advantaged retirement savings plans -- Conditions similar to those provided in NI 35-101 but amended so as to be consistent with the policy rationale underlying NI 35-101 but reducing inconsistencies with corresponding U.S. rules and regulations applicable to Canadian dealers.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 25, 53, 74.

Multilateral Instrument 11-102 Passport System, s. 4.7.

National Instrument 14-101 Definitions.

National Instrument 35-101 Conditional Exemption from Registration for United States Broker-Dealers and Agents.

October 19, 2012

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

BRITISH COLUMBIA AND ONTARIO

(THE JURISDICTIONS)

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

RAYMOND JAMES (USA) LTD.

(the Filer)

DECISION

Background

1 The securities regulatory authority or regulator in each of the Jurisdictions (each, a Decision Maker) has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) for an exemption that:

a. the dealer registration requirement does not apply to the Filer and its agents who are registered representatives, officers or supervisors of the Filer, and who are also registered under the Legislation to trade on behalf of Raymond James Ltd. (RJL) as registered representatives, officers or supervisors of RJL (Cross Registered Representatives) in respect of trades with individuals referred to in section 2.1 and section 3.1 of National Instrument 35-101 Conditional Exemption from Registration for United States Broker-Dealers and Agents (such instrument, NI 35-101 and such individuals, NI 35-101 Clients), provided that such activities are conducted in accordance with all terms and conditions of NI 35-101, save and except for the requirements that the Filer and its agents are trading in a foreign security (as defined in NI 35-101) and that the Filer has no office or physical presence in any jurisdiction of Canada;

b. the adviser registration requirement does not apply to the Filer and the Cross Registered Representatives in respect of advising activities that are incidental to trading activities of the Filer and the Cross Registered Representatives pursuant to the dealer registration exemption described above; and

c. the prospectus requirement and underwriter registration requirement do not apply to a distribution of a foreign security (as defined in NI 35-101) made by the Filer and the Cross Registered Representatives pursuant to the dealer registration exemption described above

(collectively, the Exemptions Sought).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application):

(a) the British Columbia Securities Commission is the principal regulator for this application;

(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 Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, the Yukon Territory, the Northwest Territories, Nunavut; and

(c) the decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation

2 Terms defined in National Instrument 14-101 Definitions, MI 11-102, National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations and NI 35-101 have the same meaning if used in this decision, unless otherwise defined.

Representations

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

1. the Filer is registered as a broker-dealer under the United States (U.S.) Securities Exchange Act of 1934, as amended, and is a member of the Financial Industry Regulatory Authority; the Filer is not a registered dealer in Canada.

2. the Filer was continued under the laws of Canada and has its head office in British Columbia;

3. the Filer is a wholly-owned subsidiary of RJL, which is registered as a dealer under the Legislation in the category of investment dealer and is a dealer member of the Investment Industry Regulatory Organization of Canada;

4. both the Filer and RJL are indirect wholly-owned subsidiaries of Raymond James Financial, Inc., the common shares of which trade on the New York Stock Exchange;

5. the Filer is not in default of securities legislation of any jurisdiction;

6. wherever the Filer has an office in Canada, the Filer operates out of the same premises as RJL;

7. the Cross Registered Representatives are registered representatives, officers or supervisors of the Filer who are also registered under the Legislation to trade on behalf of RJL as registered representatives, officers or supervisors of RJL;

8. some clients with U.S. individual tax-advantaged retirement savings plans (U.S. Plans) maintained in the U.S. have moved to Canada; these clients wish to place trades through representatives of the Filer for their U.S. Plans; in addition, some U.S. resident clients may temporarily be resident in Canada from time to time and wish to place trades through representatives of the Filer;

9. the activities of the Filer and the Cross Registered Representatives in respect of trades in securities with, or on behalf of, NI 35-101 Clients will trigger the dealer registration requirement because the Filer and the Cross Registered Representatives are located in Canada;

10. U.S. Plans are permitted to invest in Canadian and foreign securities (as defined in NI 35-101);

11. the Cross Registered Representatives have the proficiency, education and experience to trade in securities and provide incidental advice in both Canada and the U.S.;

12. NI 35-101 provides for exemptions from the dealer registration requirement, adviser registration requirement, prospectus requirement and underwriter registration requirement, for U.S. broker-dealers and their agents trading with or for NI 35-101 Clients, upon satisfying certain conditions;

13. provided that the Exemptions Sought are granted, the Filer intends to deal with NI 35-101 Clients as otherwise permitted by NI 35-101; the Filer is not currently engaging in such activities and will not engage in such activities until the Exemptions Sought are granted;

14. as contemplated by NI 35-101, NI 35-101 Clients will be (i) individuals ordinarily resident in the U.S. who are temporarily resident in Canada with whom the Filer had a broker-dealer relationship before the individuals became temporarily resident in Canada, or (ii) individuals previously resident in the U.S. with whom the Filer's dealings are limited to trades and advice for or with the individuals' U.S. Plans;

15. the Filer does not intend to enter into referral arrangements in relation to NI 35-101 Clients;

16. it is a condition of the exemption for broker-dealers in section 2.1(a) of NI 35-101 that the broker-dealer has no office or other physical presence in any jurisdiction in Canada;

17. it is a condition of the exemption for agents in section 3.1(b) of NI 35-101 that the agent has no office or other physical presence in any jurisdiction in Canada;

18. it is a condition of the exemption for broker-dealers in section 2.1(b) of NI 35-101 that the broker-dealer is trading in a foreign security;

19. it is a condition of the exemption for agents in section 3.1(c) of NI 35-101 that the agent is trading in a foreign security; and

20. the Filer and the Cross Registered Representatives are unable to rely on NI 35-101 as the Filer and the Cross Registered Representatives have an office or other physical presence in Canada as a result of the Filer's Vancouver, British Columbia head office and other Canadian offices; in addition, the Cross Registered Representatives are unable to rely on their Canadian registration through RJL because in order to comply with applicable U.S. securities laws the trading activities must be conducted through the Filer.

Decision

4 Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.

The decision of the Decision Makers under the Legislation is that the Exemptions Sought are granted, provided that:

1. the dealer registration requirement does not apply to the Filer or the Cross Registered Representatives in respect of trading activities contemplated by sections 2.1 and 3.1 of NI 35-101, only if

(a) the activities are conducted in accordance with all terms and conditions of NI 35-101, save and except for the requirements that the Filer and its agents are trading in a foreign security and that the Filer has no office or physical presence in any jurisdiction of Canada; and

(b) the only physical presence or offices that the Filer has in Canada are the premises it shares with RJL;

2. the adviser registration requirement does not apply to advising activities of the Filer or a Cross Registered Representative if those activities are solely incidental to trading activities of the Filer and the Cross Registered Representative under paragraph 1 hereof;

3. the prospectus requirement and underwriter registration requirement do not apply to a distribution of a foreign security (as defined in NI 35-101) to NI 35-101 Clients if that distribution:

(a) is made by the Filer or a Cross Registered Representative that is exempt from the dealer registration requirement and the adviser registration requirement under paragraphs 1 and 2 hereof; and

(b) is made in compliance with all applicable

(i) U.S. federal securities laws, and

(ii) state securities legislation in the United States of America; and

4. the relief granted by this decision will cease to be effective in a jurisdiction on the same date that rule amendments are made effective in the jurisdiction to the equivalent exemptions that are presently provided for in NI 35-101 where such amendments materially affect the subject matter of this decision, in respect of any such trading or advising activities of the Filer or the Cross Registered Representatives carried out after that effective date.