Exemption Orders (Discretionary)
TD ASSET MANAGEMENT INC.
2001 BCSECCOM 1151
ORDER UNDER SECTION 48 OF THE SECURITIES ACT, R.S.B.C 1996, c. 418
TD ASSET MANAGEMENT INC. AND TD INVESTMENT SERVICES INC.
Background
[para 1]
TD Asset Management Inc. (“TD Asset”) and TD Investment Services Inc. (“TD Investment”and, together with TD Asset, the “Applicants”) have applied for an order under section 48 of the Act, that the Applicants and those salespersons, trading partners, directors and officers that are to be transferred (the “Transfer”) to TD Investment (the “Registered TD Asset Employees”) as part of an intended reorganization of the Applicants (the “Reorganization”), be exempt from the requirements contained in sections 34(2), 42(1)(b), 42(1)(c) and 42(3) of the Act to file the required forms and pay the prescribed fees (the “Filing Requirements”) in connection with the Transfer;
Representations
[para 2]
The Applicants represent that:
1. TD Asset currently acts as the trustee, manager and principal distributor for three families of mutual funds, the “TD Mutual Funds”, the “TD Private Funds”, and the “TD Emerald Funds”;
2. the Reorganization includes the following steps:
(a) TD Investment, a wholly-owned subsidiary of Toronto Dominion Bank, will become a registered mutual fund dealer in each of the provinces and territories of Canada;
(b) TD Investment will acquire substantially all of TD Asset’s mutual fund distribution business and will become the principal distributor of the “TD Mutual Funds”;
(c) TD Asset will continue to operate as a portfolio manager and will also conduct a mutual fund distribution business, limited as follows:
(i) TD Asset will act as sponsor for the registration of certain former TD Asset employees engaged in mutual fund trading and related services, under a networking arrangement with Canada Life Assurance Company (Canada Life), until such time as Canada Life Securities Inc., a wholly-owned subsidiary of Canada Life, becomes registered as an investment dealer, or the Commission otherwise determines; and
(ii) TD Asset presently conducts a money management business in the course of which it sells mutual funds to fully managed accounts of its clients; TD Asset has applied separately to the Commission for relief to permit it to continue to perform such mutual fund distribution activities without having to apply for membership in the Mutual Fund Dealers Association; and
(d) The Registered TD Asset Employees comprise all of TD Asset’s salespersons registered to sell mutual funds under the Act, and all of its trading partners, officers and directors, other than those that are currently engaged in its portfolio management operation and intended mutual fund distribution business described in paragraph 2(c) above;
3. the Reorganization is scheduled to be effective as of November 30, 2001;
Order
[para 3]
Because it is not prejudicial to the public interest, the Executive Director orders, effective November 30, 2001, that the Applicants and the Registered TD Asset Employees are exempt from the Filing Requirements in connection with the Transfer, provided that:
(a) the Applicants file alternative forms with, and that are acceptable to, the Commission; and
(b) within 15 days of the date of this order, the Applicants advise the Commission of any discrepancies between the information contained in the Commission’s list of the Registered TD Asset Employees who are the subject of the Transfer and information known to the Applicants.
[para 4]
DATED December 5, 2001.
Derek E. Patterson
Acting Director