Exemption Orders (Discretionary)
TD ASSET MANAGEMENT INC.
2001 BCSECCOM 725
Headnote
Mutual Reliance Review System for Exemptive Relief Applications - Application from a mutual fund dealer for an extension to the deadline for filing an application for membership with the Mutual Fund Dealers Association of Canada (the “MFDA”). Extension granted on basis that the mutual fund dealer is considering significant restructuring strategies, and that the extension is for a period of 30 days only.
Applicable British Columbia Provisions
Securities Act, R.S.B.C. 1996, c. 418, s. 48
Securities Rules, B.C. Reg. 194/97, s. 6(2)
BC Instrument 33-503 - Extension of Application Deadlines for Self-Regulatory Organizations
IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO, SASKATCHEWAN AND BRITISH COLUMBIA
AND
IN THE MATTER OF THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF TD ASSET MANAGEMENT INC.
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatory authority or regulator (the “Decision Maker”) in each of the provinces of Ontario, Saskatchewan and British Columbia (collectively, the “Jurisdictions”) has received an application (the “Application”) from TD Asset Management Inc. (the “Applicant”) for a decision pursuant to the securities legislation and other regulatory requirements of the Jurisdictions (the “Legislation”) that the Applicant be exempt from the requirement contained in the Legislation (the “MFDA Membership requirement”) to file an application for membership with the Mutual Fund Dealers Association of Canada (“MFDA”) until June 22, 2001.
AND WHEREAS under the Mutual Reliance Review System for Exemptive Relief Applications (the “System”), the Ontario Securities Commission has been selected as the principal regulator for purposes of the Application;
AND WHEREAS the Applicant has represented to the Decision Makers that:
1. the Applicant is a corporation incorporated under the Business Corporations Act (Ontario);
2. the Applicant is a wholly-owned subsidiary of The Toronto-Dominion Bank which engages in the business of an investment counsellor and portfolio manager;
3. the Applicant has a diversified client base comprising pension funds, corporations, institutions, endowments, foundations, high net worth individuals and retail investors;
4. the Applicant offers its investment counselling and portfolio management services to its clients either directly by way of private individually managed accounts or indirectly through prospectused mutual funds and non-prospectused pooled funds which it manages and advises;
5. the Applicant is the trustee, manager, principal distributor and promoter of the TD Mutual Funds, the TD Private Funds and the TD Emerald Funds, all of which are qualified for sale by means of simplified prospectuses and annual information forms that have been prepared and filed in accordance with the securities legislation of all provinces and territories of Canada;
6. the TD Mutual Funds currently consist of 97 different mutual funds which are offered for sale to retail investors by the Applicant directly, through TD Bank and Canada Trust branches and via the Internet;
7. the TD Private Funds currently consist of 17 different mutual funds which are used for the sole purpose of servicing accounts which are fully managed by TD Private Investment Counsel, a division of the Applicant;
8. the TD Emerald Funds currently consist of 27 different mutual funds which are managed by TD Quantitative Capital, another division of the Applicant, and which are only offered for sale to institutional investors, members of corporate sponsored group plans and accounts that are fully managed by TD Private Investment Counsel;
9. the Applicant is registered as a mutual fund dealer or its equivalent in all provinces and territories of Canada, as an investment counsel and portfolio manager or their equivalent in all provinces and territories other than Prince Edward Island, as a limited market dealer under the Securities Act (Ontario) and the Securities Act (Newfoundland), and as a commodity trading manager under the Commodity Futures Act (Ontario);
10. as a registered mutual fund dealer under the Legislation, the Applicant will be required to become a member of the MFDA;
11. the Applicant must restructure its operations in order to bring its activities into compliance with the By-law and Rules of the MFDA;
12. The Applicant is currently considering several restructuring alternatives, including the possible establishment of a new mutual fund dealer subsidiary, and it intends to provide the Decision Maker in each Jurisdiction with a description of its restructuring proposal prior to June 22, 2001 together with a request for a further exemption from the MFDA Membership Requirement to permit it to complete the restructuring before being required to file an application to become a member of the MFDA;
AND WHEREAS under the System, this MRRS Decision Document evidences the decision of each Decision Maker (collectively, the “Decision”);
AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the Decision has been met;
THE DECISION of the Decision Makers under the Legislation is that, effective May 23, 2001, the time limits provided by the Legislation for the filing of the application of the Applicant to the MFDA are hereby extended to June 22, 2001.
DATED on June 14, 2001.
Peggy Dowdall-Logie
Manager, Registration
Ontario Securities Commission