Excel Investment Counsel Inc. et al.

Headnote

Under paragraph 4.1(1)(b) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations a registered firm 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 registered firm. An individual dealing representative is applying for registration as associate advising representative of an affiliated firm. The current and additional sponsoring firms have policies in place to handle potential conflicts of interest. The Filers are exempted from the prohibition.

Applicable Legislative Provisions

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

February 7, 2012

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO

(the Jurisdiction)

AND

IN THE MATTER OF

EXCEL INVESTMENT COUNSEL INC. (EIC)

AND

EM INVESTOR SERVICES INC. (EIS)

AND

LAKHBIR SINGH

(collectively the Filers)

DECISION

Background

The regulator in the Jurisdiction (the Decision Maker) has received an application from the Filers for a decision under the securities legislation of the regulator (the Legislation) for relief from the requirement under paragraph 4.1(1)(b) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103) to permit Lakhbir Singh to be registered as both a dealing representative of EIS and as an associate advising representative of EIC (the Requested Relief).

Interpretation

Terms defined in National Instrument 14-101 Definitions have the same meaning in this decision unless otherwise defined.

Representations

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

1. EIC and EIS are both wholly owned subsidiaries of Asdhir Enterprises Inc. and affiliates of Excel Fund Management Inc. (EFM) which is controlled by Asdhir Enterprises Inc. The three Excel companies share the same head office in Mississauga, Ontario.

2. EFM is registered in Ontario in the category of investment fund manager. EFM manages emerging market funds under the banner of Excel Funds. Bhim Asdhir is registered as the UDP for EFM, EIC, and EIS. Grant Alfred Patterson is registered as the CCO for EFM, EIC, and EIS.

3. EIC is registered in Ontario in the category of portfolio manager. EIC provides portfolio management services to investment funds managed by EFM. EIC has no other clients and is economically dependent on EFM.

4. EIS is registered in Ontario in the category of exempt market dealer. EIS was registered for the purpose of selling Excel Funds to Accredited Investors (as defined in National Instrument 45-106 Prospectus and Registration Exemptions). EIS only sell funds managed by EFM; it does not trade in the securities of other issuers and is economically dependent on EFM.

5. EIC, EIS and EFM are not in default of any requirements of securities legislation in any jurisdiction of Canada.

6. Lakhbir Singh is currently registered as a dealing representative under the category of exempt market dealer with EIS. He also applied for registration as an associate advising representative under EIC. Mr. Singh has been working as an investment analyst with EIC and will continue with those duties as well as assisting the senior portfolio manager of EIC in advising investment funds managed by EFM.

7. For business purposes, Asdhir Enterprises Inc. has historically caused, and continues to require, the management, advising and distribution of Excel Funds to be carried out through three registrants.

8. EIC and EIS are wholly-owned subsidiaries of Asdhir Enterprises Inc. and affiliates of EFM and are wholly dependent on EFM, accordingly, the dual registration will not give rise to the conflicts of interest present in a similar arrangement involving unrelated, arm's length firms.

9. The Filers have in place policies and procedures to address conflicts of interest that may arise as a result of the dual registration, and believe that they will be able to appropriately deal with these conflicts.

10. The Filers are subject to the restrictions and requirements of Part 13 of NI 31-103 regarding conflict of interest matters.

11. The Excel Funds and their manager EFM are subject to the requirements of National Instrument 81-107 Independent Review Committee for Investment Funds and therefore must comply with the requirements relating to conflict of interest issues.

12. In the absence of the Requested Relief, Lakhbir Singh would be prohibited under paragraph 4.1(1)(b) of NI 31-103 from acting as an associate advising representative of EIC while also registered as a dealing and advising representative of EIS, even though EIC is an affiliate of EIS.

Decision

The Decision Maker 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 Maker under the Legislation is that the Requested Relief is granted.