UBS Investment Management Canada 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. The individual will have sufficient time to adequately serve both firms. The firms are affiliated entities and have policies in place to handle potential conflicts of interest. The firms are exempted from the prohibition.

Applicable Legislative Provisions

Multilateral Instrument 11-102 Passport System, s. 4.7.

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

May 29, 2012

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

UBS INVESTMENT MANAGEMENT CANADA INC.

(UBS IM)

AND

UBS GLOBAL ASSET MANAGEMENT (CANADA) INC.

(UBS Global)

AND

PIERRE OUIMET

(collectively, 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 the Jurisdiction (the Legislation) for relief from paragraph 4.1(1)(b) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103) to permit Mr. Pierre Ouimet who is an advising representative with UBS Global to also be an advising representative with UBS IM (the Relief Sought).

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

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

(b) the Filers have provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied on in each of the other provinces of Canada (with Ontario, the Jurisdictions).

Interpretation

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

Representations

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

1. UBS Global is registered as a portfolio manager and exempt market dealer with the securities regulatory authorities of all provinces of Canada. UBS Global is also registered as an investment fund manager and commodity trading manager with the OSC. The head office of UBS Global is located in Toronto, Ontario.

2. UBS IM is registered as a portfolio manager and exempt market dealer with the securities regulatory authorities of all provinces of Canada except Prince Edward Island. The head office of UBS IM is located in Toronto, Ontario.

3. The Filers are not in default of any requirement of securities legislation in any of the Jurisdictions.

4. UBS Global and UBS IM are wholly-owned subsidiaries of the same ultimate parent, UBS AG, a large, global financial institution. As a result, UBS Global and UBS IM have uniform internal policies in place to govern both Filers to ensure that any potential or perceived conflict is addressed in a similar manner.

5. Mr. Pierre Ouimet is currently registered as an advising representative with UBS Global and is a resident of Ontario. He is responsible for servicing some institutional clients at UBS Global and also chairs the UBS Global Asset Mix Committee. In addition, Mr. Ouimet manages the UBS (Canada) Balanced Fund. He also interfaces with balanced fund clients to keep them abreast of UBS' views on capital markets and policy changes.

6. The majority of Mr. Ouimet's time will be spent as a senior investment products and services consultant with UBS IM where he will support the Head of Investment Products & Services in handling requests from client advisors and actively contributing to the overall strategy of the Investment Products & Services team. He will assist in educating and training client advisors about products and will support client advisors in client reviews and prospect meetings. The balance of Mr. Ouimet's time will involve his continuing client servicing involvement with some institutional clients of UBS Global and involvement with the UBS Global Asset Mix Committee.

7. The dual registration will not create significant additional work for Mr. Ouimet and he will continue to have sufficient time to serve both Filers.

8. Mr. Ouimet will be subject to supervision by and subject to the applicable compliance requirements of both Filers. Existing compliance and supervisory structures will apply.

9. There are valid business reasons for Mr. Ouimet to be registered with both Filers. Since Mr. Ouimet will be dealing with a different client base in his respective roles with UBS IM and UBS Global, there is minimal potential for conflicts of interest or client confusion.

10. The Filers are subject to Part 13 of NI 31-103 concerning conflicts of interest.

11. The Filers have in place policies and procedures to address any potential conflicts of interest that may arise in their businesses and believe they will be able to appropriately deal with these conflicts.

12. Both Filers have different mandates and different clients and it is not expected that Mr. Ouimet carrying out duties for both UBS Global and UBS IM will pose any problems for any client of either Filer.

13. In the absence of the Relief Sought, Mr. Ouimet would be prohibited under paragraph 4.1(1)(b) of NI 31-103 from acting as an advising representative for UBS IM while also registered as an advising representative for UBS Global, even though the Filers are affiliates.

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 Relief Sought is granted.