Securities Law & Instruments

Headnote

Multilateral Instrument 11-102 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 a merger.

Multilateral Instruments Cited

Multilateral Instrument 11-102 Passport System.

National Instruments Cited

National Instrument 33-109 Registration Information.

July 30, 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

MD PHYSICIAN SERVICES INC. (MDPS),

MD PRIVATE INVESTMENT MANAGEMENT INC.

(MDPIM) AND

MD FUNDS MANAGEMENT INC. (MDFM)

(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 each of MDPIM and MDFM to a new merged entity, MD Physician Services Inc. (as described below) (the Bulk Transfer), on or about July 31, 2009 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:

(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:

MDPIM

1. MDPIM was incorporated under the Canada Business Corporations Act (CBCA) and is directly owned by MD Private Trust Company, which in turn is directly owned by MDFM. MDFM is directly owned by CMA Holdings Incorporated (CMAH), which is in turn owned by The Canadian Medical Association (CMA). The head office of MDPIM is in Ottawa, Ontario.

2. MDPIM is registered as a dealer in the category of limited market dealer under the Securities Act (Ontario) and as an adviser in the category of investment counsel and portfolio manager (or its equivalent) in all of the provinces and territories of Canada.

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

MDFM

4. MDFM was incorporated under the CBCA and is directly owned by CMAH. The head office of MDFM is in Ottawa, Ontario.

5. MDFM is registered as an adviser in the category of investment counsel and portfolio manager under the Securities Act (Ontario). MDFM advises mutual funds managed by it.

6. MDFM is not in default of the securities legislation in any of the Jurisdictions.

MDPS

7. Effective on or about July 31, 2009 and following an intermediate step, each of MDPIM, MDFM, Practice Solutions Ltd. (PSL) and CMAH will become amalgamated (the Merger). The corporation resulting from the Merger will be MDPS. A newly incorporated entity will be inserted into the chain of ownership between the CMA and MDPS and will be named CMA Holdings Incorporated.

8. Neither PSL nor CMAH are currently registered in any of the Jurisdictions. PSL is directly owned by CMAH.

9. Effective on July 31, 2009, all of the current registrable activities of MDPIM and MDFM will become the responsibility of MDPS. MDPS will assume all of the existing registrations and approvals for all of the registered individuals and all of the locations of MDPIM and MDFM. It is not anticipated that there will be any disruption in the ability of the Filers to advise and trade (where applicable) on behalf of their respective clients, and MDPS should be able to advise and trade (where applicable) on behalf of such clients immediately after the Merger.

10. MDPS will continue to be registered in the same categories of registration as MDPIM and MDFM, together, are registered immediately prior to the Merger in the respective Jurisdictions, and will be subject to, and will comply with, all applicable securities laws.

11. MDPS will carry on the same securities business of MDPIM and MDFM in substantially the same manner with essentially the same personnel.

12. MDPIM and MDFM propose to transfer a total of 42 employees registered in one or more of the Jurisdictions, and 12 locations, to MDPS.

13. The Exemption Sought will not be contrary to the public interest and will have no negative consequences on the ability of MDPS to comply with all applicable regulatory requirements or the ability to satisfy any obligations in respect of the clients of the Filers.

14. Given the significant number of registered individuals of MDPIM and MDFM, it would be extremely difficult to transfer each individual to MDPS in accordance with the requirements of NI 33-109 if the Exemption Sought is not granted.

15. On August 4, 2009, the Filers will post to their websites an announcement advising the public of the creation of MDPS. Clients of MDPIM will be provided information about the creation of MDPS in their first account statements to be issued subsequent to the Merger.

16. The head office of MDPS will be 1870 Alta Vista Drive, Ottawa, Ontario, K1G 6R7.

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.

July 30, 2009

"Erez Blumberger"
Manager, Registrant Regulation
Ontario Securities Commission