Securities Law & Instruments


Relief from the obligation to pay registrant participation fees required under section 3.1 of OSC Rule 13-502 Fees and from the related requirements for disclosure of fee calculation and specified Ontario revenues for IIROC members under sections 3.2 and 3.3, respectively. Relief from the requirement in section 4.1 of Rule 13-502 Fees for filing of application for the relief. Applicant no longer providing registerable services. Applicant maintaining registration under terms and conditions relating to funding of payment of court judgement in favour of former clients.

Applicable Legislative Provisions

OSC Rule 13-502 Fees, ss. 3.1. 3.2, 3.3, 4.1, 6.1.

February 27, 2014






The Ontario Securities Commission (the OSC) has received an application dated December 24, 2013 from the Applicant (the Application) for a decision under the securities legislation of Ontario (the Legislation) that, further to section 6.1 of OSC Rule 13-502 Fees (the Fees Rule), the Applicant shall be granted:

(a) an exemption from the requirement under Part 3 of the Fees Rule to pay participation fees under section 3.1, and to make the disclosure of fee calculation under section 3.2 and calculate specified Ontario revenues under section 3.3; and

(b) an exemption from the requirement in section 4.1 of the Fees Rule to pay a fee for its filing of the Application (together with (a) above, the Exemption Sought).


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


This decision is based on the following facts:

1. The Applicant is registered as an investment dealer in Ontario.

2. The Applicant is a member of the Investment Industry Regulatory Organization of Canada and has filed a request to resign from membership. Its current member status is "inactive".

3. As a registered firm in Ontario, the Filer must pay, for each of its financial years, the participation fee shown in Appendix B of the Fees Rule that applies to it according to the Filer's specified Ontario revenues as calculated under Part III of Form 13-502 F4.

4. The Applicant ceased to provide registerable services to clients under its registration as of September 9, 2013, at which time it completed the sale of all of its assets to Caldwell Securities Ltd. (CSL).

5. The only employee and officer of the Applicant is Robert Goldberg, who is registered as its Ultimate Designated Person and Chief Compliance Officer.

6. The sale of the Applicant's assets to CSL was made as a result of a capital deficiency arising out of the obligation to satisfy a monetary award under a judgment of the Ontario Superior Court in favour of former clients. The proceeds of the sale, payable in instalments, are intended to accumulate and maintain sufficient funds to satisfy the judgment (subject to an appeal of the judgment by the Applicant). The Applicant's registration is maintained solely for the purpose of complying with terms and conditions relating to the accumulation and maintenance of these funds in an "Accumulating Account" for the benefit of the judgment creditors, and their eventual distribution (theTerms and Conditions).

7. When this mandate is completed in accordance with the Terms and Conditions, Mr. Goldberg will submit an application for the surrender of the Applicant's registration.

8. Under section 6.1 of the Fees Rule, the Director has the authority to grant an exemption from the provisions of that rule, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption.


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

The decision of the Director under the Legislation is that the Exemption Sought is granted, provided that:

(a) the participation fee paid by the Applicant as of December 31, 2013 shall be refunded to the Applicant; and

(b) the Applicant and Robert Goldberg remain in compliance with the Terms and Conditions and any other terms and conditions imposed on either or both of them by the OSC.

Dated: February 27, 2014

"Debra Foubert"
Compliance and Registrant Regulation
Ontario Securities Commission