Securities Law & Instruments

Passport System -- Process for Exemptive Relief Applications in Multiple Jurisdictions -- National Instrument 33-109 Registration Information (NI 33-109) -- relief from certain filing requirements of NI 33-109 in connection with a bulk transfer of business locations and registered and non-registered individuals under an amalgamation.

Multilateral Instruments Cited

Multilateral Instrument 11-102 Passport System.

National Instruments Cited

National Instrument 33-109 Registration Information.

January 8, 2009

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO

(the Jurisdiction)

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

HOWSON TATTERSALL INVESTMENT

COUNSEL LIMITED (HTIC)

AND

HOWSON TATTERSALL PRIVATE ASSET

MANAGEMENT INC. (HTPAM)

(together, the Filers)

 

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filers for a decision under the securities legislation of Ontario (the Legislation), for relief pursuant to section 7.1 of National Instrument 33-109 Registration Information (NI 33-109) to allow the bulk transfer of all of the registered individuals and all of the locations of the Filers to an amalgamated entity, Howson Tattersall Investment Counsel Limited (as described below) on or about December 31, 2008 in accordance with section 3.1 of the companion policy to NI 33-109 (the Exemption Sought).

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

(i) the Ontario Securities Commission is the principal regulator for this application; and

(ii) the Filers have provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon by each of the Filers on the same basis in all of the other provinces and territories of Canada (together with Ontario, the Jurisdictions).

Interpretation

Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.

Representations

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

HTIC

1. HTIC is an institutional investment management company that provides investment management services to mutual funds and pooled funds managed by Saxon Funds Management Limited according to a management agreement between the two for each of the Saxon funds. HTIC is incorporated under the Canada Business Corporations Act. The head office of HTIC is in Ontario.

2. HTIC is registered as an adviser in the categories of investment counsel and portfolio manger or equivalent in all the provinces and territories of Canada and as a dealer in the category of limited market dealer (LMD) in Ontario.

3. HTIC is not in default of the securities legislation in any of the Jurisdictions.

HTPAM

4. HTPAM is a private client asset management company which provides discretionary investment management to high net worth individuals and their related holding companies, registered plans, trusts and foundations. HTPAM is incorporated under the Canada Business Corporations Act. The head office of HTPAM is in Ontario.

5. HTPAM is registered in as an adviser in the categories of investment counsel and portfolio manager or equivalent in all of the provinces and territories of Canada and as a dealer in the category of LMD in Ontario.

6. HTPAM is not in default of the securities legislation in any of the jurisdictions.

Amalgamation

7. The Filers have confirmed that they amalgamated on January 1, 2009. The new entity has been named Howson Tattersall Investment Counsel Limited (HTIC Amalco).

8. Neither of the Filers are a member of any self-regulatory organization.

9. Effective on Janaury 1, 2009, all of the current registerable activities of the Filers were transferred to HTIC Amalco. HTIC Amalco has assumed all of the existing registrations and approvals for all of the registered individuals and all of the locations of the Filers. There was no disruption in the ability of the Filers to trade or advise on behalf of their respective clients prior to the amalgamation, and HTIC Amalco does not anticipate that there will be any disruption in its ability to trade or advise immediately after the amalgamation.

10. HTIC Amalco continues and will continue to be registered in the same categories of registration as the Filers across Canada and is subject to, and will comply with, all of Canada's applicable securities laws.

11. HTIC Amalco will carry on the combined business of the Filers.

12. The Exemption Sought will not be contrary to the public interest and will have no negative consequences on the ability of HTIC Amalco to comply with all applicable regulatory requirements or the ability to satisfy any obligations to clients of HTIC Amalco.

13. It would be difficult to individually transfer each of the locations and individuals to HTIC Amalco as per the requirements set out in 33-109 given the multiple jurisdictions in which the individuals are currently registered or approved. Moreover, it is imperative that the transfer of the locations and individuals occur on the same date, in order to ensure that there is no break in registration.

14. The head office location of HTIC Amalco remains the same as the current head office locations of HTIC and HTPAM.

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

The decision of the principal regulator under the Legislation is that the Exemption Sought is granted provided that the Filers make acceptable arrangements with CDS Inc. for the payment of the costs associated with the Bulk Transfer, and make such payment in advance of the Bulk Transfer.

"Dina Dizon"
Assistant Manager, Registrant Regulation
Ontario Securities Commission