Securities Law & Instruments

Headnote

Under paragraph 4.1(1)(b) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations a firm registered in any jurisdiction of Canada must not permit an individual to act as a dealing, advising or associate advising representative of the registered firm if the individual is registered as a dealing, advising or associate advising representative of another firm registered in any jurisdiction of Canada. The Filers are affiliated entities and have valid business reasons for the individuals to be registered with both firms. The Filers have policies in place to handle potential conflicts of interest. The Filers are exempted from the prohibition.

Applicable Legislative Provisions

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

National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 4.1, 15.1.

May 8, 2015

IN THE MATTER OF NATIONAL INSTRUMENT 31-103 REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS AND IN THE MATTER OF TD INVESTMENT SERVICES INC. (the Lead Filer) AND MFDA MEMBER FIRMS REGISTERED AS OF JULY 15, 2015

DECISION

Interpretation

1. Terms defined in the Securities Act (Ontario), National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103) and National Instrument 14-101 Definitions have the same meaning in this decision.

Background

2. Certain NI 31-103 provisions related to the implementation of Client Relationship Model -- Phase 2 will come into effect on July 15, 2015 and July 15, 2016 (the 2015/2016 CRM2 Amendments). Corresponding MFDA provisions have been adopted.

3. Under section 9.4 [exemptions from certain requirements for MFDA members] of NI 31-103, a registered firm that is an MFDA member (MFDA Member) is exempt from certain requirements in NI 31-103 if it complies with the corresponding MFDA provisions in Appendix H of NI 31-103 that are in effect.

4. Amendments to section 9.4 and Appendix H of NI 31-103 are planned to provide relief for MFDA Members from the 2015/2016 CRM2 Amendments if they comply with the corresponding MFDA provisions applicable to them.

5. Under subsection 15.1(2) of NI 31-103 the Director may grant an exemption from that Instrument, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption.

Application

6. The Lead Filer has applied to the Director, under section 15.1 of NI 31-103, for exemptions for itself and each registered firm that is an MFDA Member as of July 15, 2015 from the 2015/2016 CRM2 Amendments, subject to the conditions and restrictions set out in this decision.

7. Additionally, the Lead Filer has applied to the Director, under section 8.1 of Ontario Securities Commission Rule 13-502 Fees (Fee Rule), for an exemption from the requirement in section 6.1 to pay a fee for its filing of this exemption application on behalf of itself and other MFDA member firms.

Decision

8. The Lead Filer or any registered firm that is an MFDA Member as of July 15, 2015 is exempt from the NI 31-103 provisions specified in the table below if it complies with the corresponding MFDA provisions that are applicable to it.

NI 31-103 Provision

MFDA Provision

 

section 14.11.1 [determining market value] and Form 31-103F1 which mandates use of "fair value"

MFDA Rule 5.3(1)(f) [definition of "market value"] and Definitions to Form 1 Financial Questionnaire and Report [definition of "market value of a security"]

 

section 14.14 [account statements]

MFDA Rule 5.3.1 [delivery of account statement] and MFDA Rule 5.3.2 [content of account statement]

 

section 14.14.1 [additional statements]

MFDA Rule 5.3.1 [delivery of account statement] and MFDA Rule 5.3.2 [content of account statement]

 

section 14.14.2 [position cost information]

MFDA Rules 5.3(1)(a) [definition of "book cost"], 5.3(1)(c) [definition of "cost"], 5.3(1)(h) [definition of "original cost"], and MFDA Rule 5.3.2(c) [content of account statement -- market value and cost reporting]

 

section 14.17 [report on charges and other compensation]

Rule 5.3.3 [report on charges and other compensation]

 

section 14.18 [investment performance report] and section 14.19 [content of investment performance report]

Rule 5.3.4 [performance report] and MFDA Policy No. 7 Performance Reporting

 

section 14.20 [delivery of report on charges and other compensation and investment performance report]

Rule 5.3.5 [delivery of report on charges and other compensation and performance report]

9. The relief in section 8 of this order comes into effect on July 15, 2015 and expires on the date on which amendments to section 9.4 and Appendix H of NI 31-103 come into force providing exemptions for MFDA Members that comply with corresponding MFDA provisions that are applicable to them.

10. Pursuant to section 8.1 of the Fee Rule, the Lead Filer is exempt from the requirement in section 6.1 of the Fee Rule to pay an activity fee for its filing of this exemption application.

May 8, 2015

"Marrianne Bridge"
Deputy Director, Compliance and Registrant Regulation