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 transfer of business locations and registered and non-registered individuals pursuant to an amalgamation in accordance with section 3.4 of Companion Policy 33-109CP to NI 33-109.

November 1, 2019

IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS AND IN THE MATTER OF TD ASSET MANAGEMENT INC. (TDAM), GREYSTONE CAPITAL MANAGEMENT INC. (GCMI) AND GREYSTONE MANAGED INVESTMENTS INC. (collectively, the Filers)

DECISION

Background

The securities regulatory authority or regulator in Ontario has received an application from the Filers for a decision under the securities legislation of the jurisdiction of the principal regulator (the Legislation) for relief from sections 2.2, 2.3, 2.5, 3.2 and 4.2 of National Instrument 33-109 Registration Information (NI 33-109) pursuant to section 7.1 of NI 33-109 to allow the bulk transfer (the Bulk Transfer), of all of the registered and non-registered individuals and all of the locations of each of the Filers to a new amalgamated entity TD Asset Management Inc. (New TDAM) on or about November 1, 2019, in accordance with section 3.4 of the Companion Policy to NI 33-109 (the Exemption Sought).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions:

(a) the Ontario Securities Commission 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 upon in each jurisdiction of Canada outside of Ontario (together with Ontario, the Jurisdictions).

Interpretation

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

Representations

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

1. TDAM is a corporation amalgamated under the Business Corporations Act (Ontario).

2. The head office of TDAM is located in Toronto, Ontario. TDAM is a subsidiary of The Toronto-Dominion Bank.

3. TDAM is currently registered in all provinces and territories of Canada as an exempt market dealer and portfolio manager, in Ontario, Newfoundland and Labrador and Québec as an investment fund manager, in Ontario as a commodity trading manager and in Québec as a derivatives portfolio manager.

4. As of the date hereof, TDAM has approximately 96 registered dealing representatives, advising representatives and associate advising representatives in one or more of the Jurisdictions and 7 business locations in one or more of the Jurisdictions.

5. GCMI was originally incorporated pursuant to the Canada Business Corporations Act. However, in connection with and prior to the Amalgamation (as defined below), GCMI has been continued into Ontario under the Business Corporations Act (Ontario).

6. The head office of GCMI is located in Regina, Saskatchewan and its principal regulator is the Financial and Consumer Affairs Authority of Saskatchewan (FCAA).

7. GCMI is currently registered in Saskatchewan as a portfolio manager.

8. As of the date hereof, GCMI has one registered advising representative in one or more of the Jurisdictions and two business locations in one or more of the Jurisdictions.

9. GMI was originally incorporated pursuant to the Canada Business Corporations Act. However, in connection with and prior to the Amalgamation, GMI has been continued into Ontario under the Business Corporations Act (Ontario).

10. The head office of GMI is located in Regina, Saskatchewan and its principal regulator is the FCAA.

11. GMI is currently registered in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Ontario, Prince Edward Island, Québec and Saskatchewan as an exempt market dealer and portfolio manager and in Ontario, Newfoundland and Labrador, Québec and Saskatchewan as an investment fund manager.

12. As of the date hereof, GMI has approximately 54 registered dealing representatives, advising representatives and associate advising representatives in one or more of the Jurisdictions and four business locations in one or more of the Jurisdictions.

13. GMI and GCMI only have permitted clients as defined in National Instrument 31-103 Registration Requirements, Exemptions, and Ongoing Registrant Obligations. GMI and GCMI do not have any retail clients.

14. The Filers, to the best of their knowledge, are not in default of any requirements of the securities legislation in the Jurisdictions.

15. None of the Filers is a member of any self-regulatory organization.

16. It is proposed that the Filers will effect an amalgamation (the Amalgamation) under the provisions of the Business Corporations Act (Ontario), which will involve GCMI and GMI amalgamating into TDAM, with TD Asset Management Inc. (New TDAM) being the name of the amalgamated company.

17. The Amalgamation is scheduled to occur on November 1, 2019.

18. Upon the Amalgamation, the shares of GCMI and GMI will be cancelled and New TDAM will accede to the assets and liabilities of GCMI and GMI.

19. Upon Amalgamation, New TDAM will carry on the same business operations in substantially the same manner with essentially the same personnel as the Filers.

20. As a result of the Amalgamation, all of the current registrable activities of the Filers will become the responsibility of New TDAM. New TDAM will assume all of the existing registrations and approvals for all of the registered individuals and all of the locations of the Filers.

21. The registered representatives transferred to New TDAM will carry on the same registerable activities at New TDAM as they conducted at TDAM, GCMI or GMI, as applicable.

22. There will be no disruption to New TDAM's ability to advise and trade on behalf of TDAM's clients as well as GCMI and GMI clients upon the Amalgamation. GMI and GCMI clients have been notified of the Amalgamation.

23. TDAM is currently registered and New TDAM will be registered in the same categories as the Filers so no new additional categories of registration will be sought.

24. As a result of the Amalgamation, all individuals currently registered with the Filers as well as branch and sub-branch locations will remain the same but will have to be transferred to New TDAM. The head office of New TDAM will be located in Toronto, Ontario.

25. Given the significant number of locations and registered and non-registered individuals that are associated on the National Registration Database with the Filers, it would be extremely difficult and unduly time-consuming to transfer each individual registration to New TDAM in accordance with the requirements set out in 33-109 in a manner so as not to interrupt the Filers' business activities as a registrant if the Exemption Sought is not granted. Moreover, it is important that the transfer of the affected business locations and individuals occur on the same date (i.e. the date of the Amalgamation), in order to ensure that there is no lapse in registration.

26. In addition, the Exemption Sought will provide for an efficient and timely transfer of information and reduce the risk of inadvertent errors caused by a large number of separate transactions and entries on the National Registration Database, thus reducing administrative costs.

27. The Filers do not expect that any conflicts of interest will arise as a result of the Amalgamation. TDAM, GMI and GCMI currently all have procedures in place to address conflicts of interest. These procedures will be standardized as appropriate post Amalgamation for New TDAM.

28. The Bulk Transfer will not be contrary to the public interest and will have no negative consequence on the ability of the Filers to comply with all applicable regulatory requirements or the ability to satisfy obligations to their clients.

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 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.

"Elizabeth King"
Ontario Securities Commission