Securities Law & Instruments

Headnote

Multilateral Instrument 11-102 Passport System -- National Policy 11-203 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 deregistration of registered individuals in accordance with section 3.4 of Companion Policy 33-109CP to NI 33-109.

October 30, 2019

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 TD INVESTMENT SERVICES INC. (the Filer)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer (the Application) for a decision (the Exemption Sought) under section 7.1 of National Instrument 33-109 -- Registration Information (NI 33-109) exempting the Filer from the requirement in section 4.2 of NI 33-109 to submit a completed Form 33-109F1, as defined below, on an individual basis in accordance with National Instrument 31-102 National Registration Database (NI 31-102) upon the bulk termination of registered individuals with authority to act on behalf of the Filer.

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

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

(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in all of the other provinces and territories of Canada (the Passport Jurisdictions, and together with the Jurisdiction, 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 Filer:

Background

1. The Filer is a corporation organized under the laws of Ontario. The Filer's principal place of business is in Toronto, Ontario.

2. The Filer is a subsidiary of the Toronto-Dominion Bank which, collectively with its subsidiaries, is referred to as TD Bank Group (TD). The Canadian retail banking division of TD primarily operates under the brand "TD Canada Trust" (TDCT). TD has more than 1100 TDCT branch locations across Canada.

3. The Filer is registered as a dealer in the category of mutual fund dealer in all of the Jurisdictions and is a member of the Mutual Fund Dealers Association of Canada (MFDA).

4. The Filer is not in default of the securities legislation in any of the Jurisdictions.

5. The Filer has approximately 7800 registered individuals (the Registered Individuals) in one or more of the provinces and territories in Canada.

6. All individuals who trade in securities in the Jurisdictions on behalf of the Filer have been registered as Registered Individuals in accordance with the registration requirement under section 25(1) of the Act and the requirements of NI 31-102, by submitting a Form 33-109F4 completed with all the information required for a Registered Individual.

Exemption Under NI 33-109

7. In late 2018, TDCT announced a 24-month transformational plan (Future Ready). A key component of Future Ready is the creation of a new model for employee roles within TDCT branches.

8. As part of Future Ready, certain TDCT branch roles will see their accountabilities change. This includes employees in the role of Personal Banking Associate (PBA). Due to the changes in accountabilities, most PBAs will no longer be involved in the sale of mutual funds and therefore will no longer require mutual fund registration through TDIS.

9. Effective as of on or about October 31, 2019, 723 PBAs will be deregistered from TDIS (the bulk deregistration).

10. The Filer seeks relief from the requirement to submit a Form 33-109F1 -- Notice of Termination of Registered Individuals and Permitted Individuals (Form 33-109F1) for each of its Registered Individuals in connection with the bulk deregistration.

11. No clients and/or client accounts will be negatively impacted by Future Ready and the corresponding bulk deregistration of PBAs. The Filer anticipates that services will be maintained in the normal course of business without any disruption.

12. The Filer provided advanced notice to the MFDA regarding the bulk deregistration of employees.

13. The Filer provided a spreadsheet populated with the applicable information required by Form 33-109F1 for each Registered Individual to be deregistered to the OSC on September 30, 2019.

14. Given the number of Registered Individuals of the Filer, the preparation and filing of Form 33-109F1s on behalf of each Registered Individual would achieve no regulatory purpose, while imposing an unwarranted administrative and compliance burden on the Filer.

Decision

The principal regulator is satisfied that the decision would not be prejudicial to the public interest to make the decision.

The decision of the principal regulator under the Legislation is that the Exemption Sought is granted, provided that the Filer makes acceptable arrangements with CGI Inc., as the National Registration Database vendor, for the payment of the costs associated with filing the termination of Registered Individuals on a bulk basis, and makes such payment in advance.

"Elizabeth King"
Deputy Director, Compliance & Registrant Regulation Branch
Ontario Securities Commission