Ontario Securities Commission Bulletin
Issue 48/40 - October 09, 2025
Ont. Sec. Bull. Issue 48/40
• Ontario Securities Commission and Ron Carter Hew
• Oasis World Trading Inc. et al.
• Ontario Securities Commission et al. -- ss. 127(1), 127(8)
• Bellwether Investment Management Inc. et al.
• Investors Group Financial Services Inc. and Investors Group Securities Inc.
• Temporary, Permanent & Rescinding Issuer Cease Trading Orders
• Temporary, Permanent & Rescinding Management Cease Trading Orders
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Ontario Securities Commission and Ron Carter Hew
FOR IMMEDIATE RELEASE
October 1, 2025
TORONTO -- The hearing scheduled to be heard on October 2, 2025 in the above-named matter will instead be heard on October 22, 2025 at 10:00 a.m. by videoconference.
Members of the public may observe the hearing by videoconference, by selecting the "Register to attend" link on the Tribunal's hearing schedule, at capitalmarketstribunal.ca/en/hearing-schedule.
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Oasis World Trading Inc. et al.
FOR IMMEDIATE RELEASE
October 1, 2025
TORONTO -- The merits hearing date of October 10, 2025 in the above-named matter scheduled to commence at 10:00 a.m. will instead commence at 9:00 a.m.
The hearing will be held at the offices of the Tribunal at 20 Queen Street West, 17th floor, Toronto.
Members of the public may observe the hearing by videoconference, by selecting the "Register to attend" link on the Tribunal's hearing schedule, at capitalmarketstribunal.ca/en/hearing-schedule.
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Ontario Securities Commission et al.
FOR IMMEDIATE RELEASE
October 3, 2025
TORONTO -- The Tribunal issued an Order in the above-named matter.
A copy of the Order dated October 3, 2025 is available at capitalmarketstribunal.ca.
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Ontario Securities Commission et al.
FOR IMMEDIATE RELEASE
October 6, 2025
TORONTO -- The Tribunal issued an Order in the above-named matter.
A copy of the Order dated October 6, 2025 is available at capitalmarketstribunal.ca.
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Ontario Securities Commission et al. -- ss. 127(1), 127(8)
File No. 2025-4
Adjudicator: |
Dale R. Ponder |
October 3, 2025
(Subsections 127(1) and 127(8) of theSecurities Act, RSO 1990, c S.5)
WHEREAS the Capital Markets Tribunal held a hearing in writing to consider a motion by the Ontario Securities Commission to extend a temporary order of the Commission dated February 6, 2025, and extended on February 18, 2025 and February 24, 2025;
ON READING the materials filed by the Commission, and on being advised that the respondents do not oppose the extension of the temporary order;
IT IS ORDERED THAT:
1. pursuant to subsection 127(8) and clause 2 of subsection 127(1), all trading in securities of BGRE Capital Corporation, BG Wealth Group Inc., BG Wealth Group Growth Fund LP, BG Wealth Holdings Corporation, BG Wealth GP Inc., BG Wealth Properties Inc., BG Property Holdings Inc., and Blackthorn Investment Group Inc. shall cease until 4:30 p.m. on February 6, 2026;
2. pursuant to subsection 127(8) and clause 2 of subsection 127(1), trading in any securities by Craig Dunkerley, Claudia Harvey, BGRE Capital Corporation, BG Wealth Group Inc., BG Wealth Group Growth Fund LP, BG Wealth Holdings Corporation, BG Wealth GP Inc., BG Wealth Properties Inc., BG Property Holdings Inc., and Blackthorn Investment Group Inc., or by any person on their behalf, including but not limited to any act, advertisement, solicitation, conduct, or negotiation, directly or indirectly in furtherance of a trade, shall cease until 4:30 p.m. on February 6, 2026; and
3. pursuant to subsection 127(8) and clause 3 of subsection 127(1), any exemptions contained in Ontario securities law do not apply to Craig Dunkerley, Claudia Harvey, BGRE Capital Corporation, BG Wealth Group Inc., BG Wealth Group Growth Fund LP, BG Wealth Holdings Corporation, BG Wealth GP Inc., BG Wealth Properties Inc., BG Property Holdings Inc., and Blackthorn Investment Group Inc. until 4:30 p.m. on February 6, 2026.
Ontario Securities Commission et al.
File No. 2025-18
Adjudicator: |
Russell Juriansz |
October 6, 2025
WHEREAS on October 6, 2025, the Capital Markets Tribunal held the first case management hearing by videoconference;
ON READING the materials filed by the Ontario Securities Commission, and on hearing the submissions of the representatives for each of the Commission, Purpose Investments Inc. and Som Seif;
IT IS ORDERED THAT:
1. by 4:30 PM on October 10, 2025, the Commission shall disclose to the respondents all interview transcripts, not including exhibits to the interview transcripts;
2. by 4:30 PM on October 22, 2025, the Commission shall disclose to the respondents the non-privileged, relevant documents and things in the Commission's possession or control;
3. any motion by the respondents regarding the Commission's disclosure or seeking disclosure of additional documents shall be served and filed by 4:30 PM on December 5, 2025;
4. by 4:30 PM on December 12, 2025, the Commission shall:
a. serve and file a witness list;
b. serve a summary of each witness's anticipated evidence on the respondents; and
c. indicate any intention to call an expert witness, including providing the expert's name and the issues on which the expert will give evidence;
5. a further case management hearing is scheduled for December 16, 2025, at 10:00 AM, by videoconference, or on such other date and time as may be agreed to by the parties and set by the Governance & Tribunal Secretariat; and
6. by 4:30 PM on October 9, 2025, each of the parties shall file with the tribunal their availability for merits hearing dates in March and May 2026.
Seven Evergreen Apartment Project -- s. 144
National Policy 12-202 Revocation of Certain Cease Trade Orders -- Application by an issuer for a revocation of a cease trade order issued by the Commission in 2006 -- cease trade order issued because the issuer failed to file certain continuous disclosure documents required by Ontario securities law -- The issuer has filed with the Commission all continuous disclosure that it is required to file under Ontario securities law -- cease trade order revoked.
Securities Act, R.S.O. 1990, c. S.5, as am., s. 144.
National Policy 12-202 Revocation of Certain Cease Trade Orders.
(Section 144 of the Act)
WHEREAS the securities of the Applicant are subject to a cease trade order dated December 20, 2006 made by the Director of the Ontario Securities Commission (the Commission) under paragraph 2 and paragraph 2.1 of subsection 127(1) of the Act (the Ontario Cease Trade Order), directing that all trading in the securities of the Applicant cease until the Ontario Cease Trade Order is revoked by the Director;
AND WHEREAS the Ontario Cease Trade Order was made on the basis that the Applicant was in default of certain filing requirements under Ontario securities law as described in the Ontario Cease Trade Order;
AND WHEREAS the Applicant has applied to the Commission pursuant to section 144(1) of the Act for a full revocation of the Ontario Cease Trade Order;
AND WHEREAS the Applicant having represented to the Commission that:
1. The Applicant is a project formed under the laws of the Province of Manitoba pursuant to a unitholders' agreement dated December 15, 1980, as amended (the Unitholders' Agreement). As the Applicant is not a corporation, it is not subject to The Corporations Act (Manitoba).
2. The Applicant is a reporting issuer in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario and Prince Edward Island (collectively, the Reporting Jurisdictions) and is not a reporting issuer or equivalent in any other jurisdiction in Canada. The Manitoba Securities Commission is the Applicant's principal regulator.
3. The Applicant's head office is located at 2600 Seven Evergreen Place in Winnipeg, Manitoba.
4. The Applicant owns and operates 183-suite residential apartment property located in Winnipeg, Manitoba (the Project). Shelter Canadian Properties Limited (Shelter), a private real estate company involved in property management and development, manages the Project.
5. The Applicant's authorized capital consists of 200 units (the Units), of which 200 Units are issued and outstanding as at the date hereof. The Units are undivided interests of the Project. Each Unit entitles the holder thereof to a portion of the profits of the Project and to participate and vote on matters of the Project in accordance with the terms and conditions of the Unitholders' Agreement.
6. The Applicant has no securities (including debt securities) issued and outstanding, other than the Units and standard non-convertible mortgage loans which are secured against the Project and the assets of the Applicant.
7. To the best knowledge of the Applicant, the current unitholders consist of the original unitholders and unitholders that resulted from foreclosures, liquidation by the original unitholders to an affiliate of Shelter and transfers from the estates of the original unitholders.
8. The Ontario Cease Trade Order was issued as a result of the Applicant's failure to file its annual audited financial statements for the year ended July 31, 2006 (the 2006 Financial Statements) within the timeframe stipulated by the applicable legislation.
9. After the issuance of the Ontario Cease Trade Order, the Issuer subsequently filed the 2006 Financial Statements on January 31, 2007. As of the date hereof, the Applicant has filed with the Commission all continuous disclosure that it is required to file under Ontario securities law.
10. The Applicant is also subject to:
a. a cease trade order dated December 8, 2006 issued by the British Columbia Securities Commission, as a result of failing to file a comparative financial statement for its financial year ended July 31, 2006 and a Form 51-102F1 for the period ended July 31, 2006;
b. a cease trade order dated December 20, 2006 issued by the Manitoba Securities Commission, as a result of failing to file audited annual financial statements for the year ended July 31, 2006; and
c. a cease trade order dated April 8, 2009 by the Alberta Securities Commission, as a result of failing to file interim unaudited financial statements, interim management discussion and analysis, and certification of interim filings for the interim period ended January 31, 2009.
11. The Applicant has concurrently applied to the British Columbia Securities Commission, the Alberta Securities Commission and the Manitoba Securities Commission for full revocation of the cease trade orders issued in each respective jurisdiction.
12. The Applicant has also concurrently applied to the Commission and the Manitoba Securities Commission under Section 21 of National Policy 11-206 -- Process for Cease to be Reporting Issuer Applications for an order under the securities legislation of Ontario and Manitoba that the Applicant has ceased to be a reporting issuer.
13. The Applicant submits that it is not in default of securities legislation of Ontario or any other jurisdiction. In particular, the Applicant is not in default of its obligations under the Ontario Cease Trade Order or any cease trade order issued in any of the Reporting Jurisdictions.
14. The Applicant held a meeting of unitholders on July 16, 2025.
15. Since the issuance of the Ontario Cease Trade Order, there have not been any material changes in the business, operations or affairs of the Applicant that have not been disclosed to the public.
16. As of the date hereof, the Applicant's profiles on the System for Electronic Document Analysis and Retrieval + (SEDAR+) and the System for Electronic Disclosure by Insiders (SEDI) are up-to-date.
17. As of the date hereof, the Applicant has paid all outstanding activity and participation fees, filing fees and late fees owing and has filed all forms associated with such payments in each Reporting Jurisdiction.
AND UPON considering the application and the recommendation of staff of the Commission;
AND UPON the Director being satisfied that to do so would not be prejudicial to the public interest;
IT IS ORDERED pursuant to section 144 of the Act that the Ontario Cease Trade Order is revoked.
DATED at Toronto, Ontario on this 3rd day of October, 2025.
OSC File #: 2025/0498
Seven Evergreen Apartment Project
Multilateral Instrument 11-102 Passport System and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- the issuer ceases to be a reporting issuer under securities legislation of each of the Jurisdictions of Canada -- the securities of the issuer are beneficially owned by more than 15 security holders in a Jurisdiction. Units are not traded through any exchange or market.
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).
Order No. 7721
October 3, 2025
The securities regulatory authority or regulator in each of the Jurisdictions (Decision Maker) has received an application from the Filer for an order under the securities legislation of the Jurisdictions (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).
Under the Process for Cease to be a Reporting Issuer Applications (for a dual application):
(a) the Manitoba Securities Commission is the principal regulator for this application;
(b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, and Prince Edward Island; and
(c) this order is the order of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.
Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.
This order is based on the following facts represented by the Filer:
1. the Filer is a project formed under the laws of the Province of Manitoba pursuant to a unitholders' agreement dated December 15, 1980, as amended (the Unitholders' Agreement), and a reporting issuer in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario and Prince Edward Island (the Reporting Jurisdictions). As the Filer is not a corporation, it is not subject to The Corporations Act (Manitoba).
2. the Filer's head office is located at 2600 Seven Evergreen Place in Winnipeg, Manitoba.
3. the Filer owns and operates a 183-suite residential apartment property located in Winnipeg, Manitoba (the Project). Shelter Canadian Properties Limited (Shelter), a private real estate company involved in property management and development, manages the Project.
4. the Filer's authorized capital consists of 200 units (the Units), of which 200 Units are issued and outstanding as at the date hereof. The Units are undivided interests of the Project. Each Unit entitles the holder thereof to a portion of the profits of the Project and to participate and vote on matters of the Project in accordance with the terms and conditions of the Unitholders' Agreement.
5. the Filer has no securities (including debt securities) issued and outstanding, other than the Units and standard non-convertible mortgage loans which are secured against the Project and assets of the Filer.
6. the Filer became a reporting issuer in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, and Prince Edward Island when it distributed securities pursuant to a prospectus dated December 5, 1980 (the Offering). The Offering related to the construction and operation of the Project. The Filer has not conducted an offering of Units or any other securities since the Offering.
7. based upon the Filer's records, and to the best knowledge of the Filer, the Units are held by 40 unitholders -- 17 in Manitoba, 9 in Saskatchewan, 5 in Alberta, 5 in Ontario, 1 in British Columbia, 2 non-residents of Canada and 1 whose residence is uncertain.
8. to the best knowledge of the Filer, the current unitholders consist of the original unitholders and unitholders that resulted from foreclosures, liquidation by the original unitholders to an affiliate of Shelter and transfers from the estates of the original unitholders.
9. all of the original unitholders were residents in the Reporting Jurisdictions at the time of the Offering.
10. the Filer is not eligible to cease to be a reporting issuer pursuant to the simplified procedure in Section 19 of National Policy 11-206 Revocation of Certain Cease Trade Orders, as the Filer has 17 unitholders in Manitoba.
11. the Filer conducted a vote of its unitholders, at a meeting of the unitholders held on July 16, 2025, and a majority of the unitholders voted in favour of the Filer making an application to the Manitoba Securities Commission and the Ontario Securities Commission to cease to be a reporting issuer, with 99.43% of the votes received being affirmative votes.
12. the Filer's only asset is the Project. The Filer does not intend to acquire any other assets.
13. the Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 -- Issuers Quoted in the U.S. Over-the-Counter Markets.
14. no securities of the Filer, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 -- Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported.
15. the Filer is subject to failure-to-file cease trade orders as follows:
(a) a cease trade order issued by the Manitoba Securities Commission on December 20, 2006 for the Filer's failure to file audited annual financial statements for the year ended July 31, 2006;
(b) a cease trade order issued by the Ontario Securities Commission on December 20, 2006 for the Filer's failure to file audited annual financial statements for the year ended July 31, 2006;
(c) a cease trade order issued by the British Columbia Securities Commission on December 8, 2006 for the Filer's failure to file a comparative financial statement for its financial year ended July 31, 2006 and a Form 51-102F1 for the period ended July 31, 2006; and
(d) a cease trade order issued by the Alberta Securities Commission on April 8, 2009 for the Filer's failure to file interim unaudited financial statements, interim management discussion and analysis, and certification of interim filings for the interim period ended January 31, 2009.
16. the Filer has concurrently applied to the Ontario Securities Commission, the Manitoba Securities Commission, the British Columbia Securities Commission and the Alberta Securities Commission under National Policy 12-202 Revocation of Certain Cease Trade Orders for orders under the securities legislation of Ontario, Manitoba, British Columbia, and Alberta for full revocation of the cease trade orders issued in each respective jurisdiction.
17. the Filer is not in default of any requirements of the FFCTOs or the applicable securities legislation of any jurisdiction of Canada or the rules and regulations made pursuant thereto.
18. with respect to the continuing protection of unitholders, the Filer will continue to prepare and deliver to the unitholders annual audited and semi-annual unaudited financial statements prepared in accordance with the unitholder agreement of the Filer.
19. the Filer, upon the grant of the Order Sought, will no longer be a reporting issuer in any jurisdiction of Canada.
Each of the Decision Makers is satisfied that the order meets the test set out in the Legislation for the Decision Maker to make the order.
The decision of the Decision Makers under the Legislation is that the Order Sought is granted.
OSC File# : 2025/0499
Bellwether Investment Management Inc. et al.
Having reviewed and considered the agreed statement of facts, the admissions by Bellwether Investment Management Inc. (Bellwether), Robert Sewell (Sewell), Julianna Varpalotai-Xavier (Varpalotai-Xavier), Craig Ellis (Ellis), Eli Papakirykos (Papakirykos), and Tarren Jank (Jank) (collectively, the Bellwether Parties) and the joint recommendation to the Director by the Bellwether Parties and staff of the Registration, Inspections and Examinations Division of the Ontario Securities Commission (the RIE Staff) contained in the settlement agreement signed by the Bellwether Parties on October 1, 2025, and by RIE Staff on October 1, 2025 (the Settlement Agreement), a copy of which is attached as Appendix "A" to this Decision, and on the basis of those agreed facts and admissions, I, Raymond Chan, in my capacity as Director under the Securities Act, R.S.O. 1990, c. S.5 (the Act) and National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103), accept the joint recommendation of the parties, and make the following decision:
(a) Bellwether:
(i) the registration of Bellwether shall be subject to the terms and conditions in Schedule A hereto, pursuant to s. 28 of the Act; and
(ii) I do not object to the proposed acquisition of Lorne Park Capital Partners Inc. by an affiliate of Sagard Private Equity Canada LP, pursuant to s. 11.9 of NI 31-103.
(b) Sewell:
(i) the registration of Sewell as Bellwether's ultimate designated person shall be suspended pursuant to s. 28 of the Act;
(ii) the registration of Sewell as an advising representative and dealing representative shall be suspended pursuant to s. 28 of the Act and he will not apply to reactivate his registration in either category for a period of at least 22 months from the date his registration is suspended. If Sewell applies to reactivate his registration, the conduct described in the Settlement Agreement may be considered in assessing his suitability for registration, together with any other relevant consideration; and
(iii) nothing in this Decision shall prevent Sewell from performing activities on behalf of Bellwether for which registration is not required.
(c) Varpalotai-Xavier:
(i) Varpalotai-Xavier's registration as Bellwether's chief compliance officer shall be suspended pursuant to s. 28 of the Act and she will not apply to reactivate her registration for a period of at least one year from the date her registration is suspended, after which period of time RIE Staff will not recommend to the Director that her application be refused unless it becomes aware after the date of the Settlement Agreement of conduct impugning her suitability for registration, and provided she meets all other applicable criteria for registration at the time she applies;
(ii) if Varpalotai-Xavier's registration is reactivated, it will be a term and condition of her registration that she successfully complete the Osgoode Certificate in Regulatory Compliance and Legal Risk Management for Financial Institutions within one year; and
(iii) nothing in this Decision shall prevent Varpalotai-Xavier from performing activities on behalf of Bellwether for which registration is not required.
(d) Ellis:
(i) Ellis's registration shall be subject to the terms and conditions in Schedule B hereto, pursuant to s. 28 of the Act.
(e) Papakirykos:
(i) Papakirykos's registration shall be suspended pursuant to s. 28 of the Act and he will not apply to reactivate his registration for a period of at least three months from the date his registration is suspended, after which period of time RIE Staff will not recommend to the Director that his application be refused unless it becomes aware after the date of the Settlement Agreement of conduct impugning his suitability for registration, and provided he meets all other applicable criteria for registration at the time he applies; and
(ii) if Papakirykos's registration is reactivated, it will be a term and condition of his registration that he successfully complete the Conduct and Practices Handbook Course exam within six months.
(f) Jank:
(i) Jank will withdraw the application for registration as an associate advising representative that he has submitted, and will not resubmit that application for a period of at least three months from the date the Director approves the Settlement Agreement, after which period of time RIE Staff will not recommend to the Director that his application be refused unless it becomes aware after the date of the Settlement Agreement of conduct impugning his suitability for registration, and provided he meets all other applicable criteria for registration at the time he applies for registration; and
(ii) if Jank becomes registered, it will be a term and condition of his registration that he successfully complete the Conduct and Practices Handbook Course exam within six months.
October 3, 2025 |
"Raymond Chan" |
__________________________________________________ |
__________________________________________________ |
Date |
Raymond Chan |
Terms and Conditions of the Registration of Bellwether Investment Management Inc.
The registration of Bellwether Investment Management Inc. (the Firm) is subject to the following terms and conditions, which were imposed by the Director pursuant to s. 28 of the Securities Act, R.S.O. 1990, c. S.5:
1. The Firm must obtain a signed and dated acknowledgement from every individual registered with the Firm, and from every unregistered individual employed by or in any other form of contractual relationship with the Firm who communicates with a client of the Firm (other than those in a purely administrative capacity (e.g., administrative assistants, accounting, etc.)), that an associate advising representative (AAR) or advising representative (AR) registered with the Firm will attend all meetings with clients of the Firm that are held for the purpose of the Firm discharging its obligations under s. 13.2 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103). For greater certainty, the AAR or AR will lead, in person, by telephone or by video conference, the portion of the meeting relating to the Firm's discharge of its obligations under s. 13.2 of NI 31-103.
2. The records of the Firm must demonstrate compliance with paragraph 1 above.
3. The Firm will appoint Carlo Pannella as its Chief Executive Officer and ultimate designated person.
4. The Firm will appoint Alan Fustey as its chief compliance officer on an interim basis and will act diligently to appoint a permanent chief compliance officer.
These terms and conditions of registration constitute Ontario securities law, and a failure by the Firm to comply with these terms and conditions may result in further regulatory action against the Firm, including a suspension of its registration.
Terms and Conditions of the Registration of Craig Ellis
The registration of Craig Ellis (the Registrant) is subject to the following terms and conditions, which were imposed by the Director pursuant to s. 28 of the Securities Act, R.S.O. 1990, c. S.5:
1. The Registrant shall successfully complete the Conduct and Practices Handbook Course exam within six months of the date these terms and conditions are imposed.
These terms and conditions of registration constitute Ontario securities law, and a failure by the Registrant to comply with these terms and conditions may result in further regulatory action against him, including a suspension of his registration.
1. A properly functioning compliance system at a registered firm is first and foremost the responsibility of its ultimate designated person (UDP) and its chief compliance officer (CCO). A failure by the UDP or CCO of a firm to discharge their obligations under Ontario securities law is a serious matter for which regulatory action is required. As well, other registered individuals within the firm have an important role to play in the implementation of the firm's compliance system by properly discharging their own obligations under securities laws and adhering to the firm's policies and procedures, and in this way, compliance is everyone's responsibility.
2. This settlement agreement (the Settlement Agreement) between staff of the Registration, Inspections, and Examinations Division of the Ontario Securities Commission (RIE Staff) and Bellwether Investment Management Inc. (Bellwether), Robert Sewell (Sewell), Julianna Varpalotai-Xavier (Varpalotai-Xavier), Craig Ellis (Ellis), Eli Papakirykos (Papakirykos), and Tarren Jank (Jank) (collectively the Bellwether Parties) relates to an opportunity to be heard requested by the Bellwether Parties pursuant to s. 31 of the Securities Act, R.S.O. 1990, c. S.5 (the Act) regarding RIE Staff's recommendation to the Director that their registration be refused or suspended or be made subject to terms and conditions pursuant to s. 27 or s. 28 of the Act, as the case may be.
i. Bellwether
3. Bellwether is registered in Ontario as an investment fund manager, portfolio manager, and exempt market dealer.
4. Bellwether is also registered as an investment fund manager, portfolio manager, and exempt market dealer in Quebec, and it is registered as a portfolio manager and exempt market dealer in Alberta, British Columbia, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island, Quebec, and Saskatchewan.
5. Bellwether offers separately managed accounts (SMAs) which it manages on a discretionary basis.
6. Bellwether is also the manager of certain investment funds, which are offered by way of prospectus exemptions.
7. Bellwether is a wholly owned subsidiary of Lorne Park Capital Partners Inc. (LPC).
8. Common shares of LPC are listed for trading on the TSX Venture Exchange (TSXV).
9. While LPC common shares are freely traded, there has historically been a very limited trading volume.
ii. Sewell
10. At all material times, Sewell was the President and CEO of Bellwether and LPC, and a director of those firms.
11. Sewell has been registered as Bellwether's UDP since January 26, 2010.
12. From January 26, 2010 to November 19, 2019, Sewell was registered as Bellwether's CCO.
13. Sewell has been registered as an exempt market dealing representative (DR) and advising representative (AR) with Bellwether since January 19, 2010.
iii. Varpalotai-Xavier
14. Varpalotai-Xavier has been the Chief Operating Officer of Bellwether since August 31, 2021.
15. Varpalotai-Xavier has been registered as Bellwether's CCO since October 26, 2021.
iv. Craig Ellis
16. Ellis has been a vice president and AR with Bellwether since January 20, 2014 and a DR since June 13, 2022.
17. Ellis is Bellwether's Chief Investment Officer.
v. Eli Papakirykos
18. Papakirykos has been registered as an AR with Bellwether since April 17, 2019.
vi. Tarren Jank
19. Jank was registered as a DR with Bellwether from December 7, 2021 to December 31, 2023.
20. Jank has applied for registration as an associate advising representative (AAR) with Bellwether.
i. The Bellwether KYC Process
21. Section 13.2 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103) requires a registered firm to take reasonable steps to ensure that it has sufficient prescribed information regarding its client to enable it to meet its obligation in s. 13.3 to take suitable investment-related actions for the client. Section 13.2 of NI 31-103 also requires a firm to keep this information current.
22. Bellwether collected and documented the KYC information for some of its SMA clients through its DRs, who also offered financial planning advice (i.e., non-securities-related advice) to those clients. Rather than attending KYC meetings with those SMA clients, the ARs reviewed and relied on the notes of the DRs in accordance with Bellwether's policies and procedures at the time (the Bellwether KYC Process).
ii. 2018 Compliance Review
23. In 2018, RIE Staff (then known as staff of the Compliance and Registrant Regulation Branch) commenced a compliance review of Bellwether (the 2018 Compliance Review).
24. Through the 2018 Compliance Review, RIE Staff learned of the Bellwether KYC Process, and in June 2018, RIE Staff communicated to Bellwether that the process did not comply with the firm's obligations under section 13.2 of NI 31-103, and that its KYC meetings must be conducted by an AAR or AR in order for the firm to comply with its regulatory obligation because DRs are not required to have the higher proficiency required of ARs and AARs to advise managed accounts.
25. In response to the findings from the 2018 Compliance Review, Bellwether revised its "Dealing Representative Relationship Manager Attestation", which was a form DRs were required to sign annually that listed their permissible activities. Specifically, Bellwether revised the form to remove reference to the collection of KYC information as a permissible activity (the Revised Attestation).
26. On May 14, 2019, RIE Staff met with Sewell and other representatives from Bellwether, at their request, regarding the Bellwether KYC Process. Sewell, together with Susan Schulze (Schulze), Bellwether's COO at the time, and Bellwether's compliance counsel, explained the Bellwether KYC Process, which in their view was compliant with Ontario securities law. By contrast, RIE Staff reiterated that the firm needed to register its DRs as AARs or ARs if these individuals were to continue collecting KYC information from SMA clients.
27. Following the May 14, 2019 meeting, Schulze sent an email to RIE Staff on May 24, 2019 stating as follows: "Thank you for taking the time to meet with us on May 14, 2019 to clarify your position [...] Bellwether agrees that the AR or AAR will be involved in the initial and ongoing client meeting process."
28. Sewell believed that by implementing the Revised Attestation, it would address the concerns RIE Staff had raised about the Bellwether KYC Process in the 2018 Compliance Review.
iii. Events Following Completion of 2018 Compliance Review
29. In the spring of 2019, Schulze sent a letter to all of Bellwether's DRs communicating a requirement to become registered as ARs or AARs by May 2021.
30. Bellwether provided its DRs a two-year window because pursuant to s. 3.12 of NI 31-103, the proficiency requirement for AAR registration is 24 months of relevant investment management experience and the completion of Level 1 of the Chartered Financial Analyst program or receipt of the Canadian Investment Manager (CIM) designation.
31. Bellwether continued to follow the Bellwether KYC Process throughout the remainder of 2019.
32. Early in 2020, Bellwether asked its DRs to execute the Dealing Representative Relationship Manager Attestation. Bellwether intended that the DRs execute the Revised Attestation, however through inadvertence, Bellwether used the original version of the form that permitted DRs to collect KYC information rather than the Revised Attestation which did not.
33. Bellwether believes that DRs were provided the wrong version of the Dealing Representative Relationship Attestation due to the turnover in Bellwether's CCO role, as a new individual had taken over that role from Sewell effective November 19, 2019. Sewell does not have a recollection of advising the new CCO at the time that two versions of this form existed.
34. By February 2021, Bellwether's leadership team was of the view that the COVID-19 pandemic required the firm to accommodate delays in its DRs obtaining AR or AAR registration. At that time, some of the DRs who had been with Bellwether in May 2019 had obtained the CIM. There were also some who had not completed this requirement. Accordingly, on February 25, 2021, Bellwether advised its DRs that the deadline to become registered as an AR or AAR would be extended to May 2022.
iv. Varpalotai-Xavier Becomes CCO
35. Varpalotai-Xavier was appointed CCO of Bellwether on October 26, 2021. Shortly thereafter, she questioned the Bellwether KYC Process, which she believed might not have complied with Ontario securities law.
36. Varpalotai-Xavier raised her observations with Sewell and Schulze, and they advised her that use of the Bellwether KYC Process on an interim basis was permitted based on what they understood to be an agreement with RIE Staff following the 2018 Compliance Review. Varpalotai-Xavier relied on the advice of Sewell and Schulze, as well as Bellwether's compliance counsel, who she consulted at the time.
37. Varpalotai-Xavier did not independently verify the information given to her by Sewell and Schulze by consulting the report of the 2018 Compliance Review, which was issued before the May 14, 2019 meeting, and the related communications between Bellwether and RIE Staff.
v. April 2022 Communication
38. In April 2022, Bellwether's leadership team determined that its DRs needed to increase the pace at which they completed the CIM and obtain AR or AAR registration. At that time, the leadership team included Sewell, Varpalotai-Xavier, Schulze, and Ellis.
39. Accordingly, the leadership team approved a communication to be sent to Bellwether's DRs (the April 2022 Communication) stating that effective October 1, 2022, any DR who had not yet registered as an AAR had to have an AAR or AR in attendance at all KYC meetings with SMA clients, and that the DR would be charged a specified fee for that on a cost recovery basis.
40. Schulze sent the April 2022 Communication to Bellwether's DRs on April 18, 2022.
41. The process set forth in the April 2022 Communication was not implemented on October 1, 2022. The leadership team chose not to implement this process based on its assessment of the progress made by DRs towards achieving the requirements for AAR registration.
vi. 2023 Compliance Review
42. In October 2022, RIE Staff commenced another compliance review of Bellwether, the results of which were communicated to Bellwether on July 28, 2023 (the 2023 Compliance Review).
43. The 2023 Compliance Review found that Bellwether had continued to utilize the Bellwether KYC Process.
44. Upon receiving RIE Staff's report of the 2023 Compliance Review, Bellwether acted promptly to address the KYC deficiency identified in that report.
45. On August 24, 2023, Varpalotai-Xavier called a meeting with Bellwether's DRs to inform them that they could not continue collecting KYC information from SMA clients.
46. Despite the instructions given by Varpalotai-Xavier on August 24, 2023, certain DRs continued to conduct KYC meetings with SMA clients without an AAR or AR present. Jank conducted the largest proportion of these meetings. At the time, Jank had completed the CIM, but had not yet obtained the requisite 24 months of relevant investment management experience required for AAR registration.
47. Papakirykos was aware that Jank was continuing to conduct KYC meetings without an AAR or AR present after August 24, 2023, but he did not intervene to stop that practice and instead signed off as "Portfolio Manager" on KYC update forms submitted by Jank to indicate that Papakirykos had reviewed the KYC information reflected therein.
48. In hindsight, Bellwether acknowledges that it should have implemented the terms outlined in the April 2022 Communication at that time.
49. Specifically with respect to Ellis, the content of the April 2022 Communication was generally outside of his area of focus within the leadership team, that focus being primarily the investment activities of the various Bellwether investment funds. However, as the April 2022 Communication addressed the discharge of Bellwether's KYC obligation, in hindsight Ellis acknowledges that, particularly given his registration as an AR, he ought to have paid more attention to the firm's decision not to implement that process.
i. 2018 Undertaking on SMA Trading in LPC not Fulfilled
50. The 2018 Compliance Review identified Bellwether's use of its exempt market dealer registration to trade LPC securities as a significant deficiency, as s. 7.1(2)(d) of NI 31-103 did not permit the firm to trade in publicly listed LPC shares for client accounts.
51. Sewell responded to this deficiency with the following undertaking:
Bellwether shall not execute trades for Lorne Park Capital (LPC) as a one-off transaction for unmanaged accounts. If required, all future trades of LPC will be performed via an appropriate and independent 3rd party dealer for any unmanaged accounts. Any remaining accounts will be updated with appropriate documents and become a Bellwether 'managed account' under which Bellwether will have the clients' approved discretion and subsequent trading authority over. This content will be added to the Policies Procedures Manual.
52. In accordance with the undertaking, Bellwether moved the LPC shares into the clients' managed accounts, so that Bellwether was no longer relying on its exempt market dealer registration to trade such shares.
53. While some LPC trading did occur at external investment dealers, Bellwether continued to trade LPC shares for its SMA clients on the basis that LPC was an unmanaged security within a managed account and the firm was implementing client instructions.
54. Bellwether's Policies and Procedures Manual (theP&P Manual) was not updated to reflect the fact that the LPC shares were being held as unmanaged securities within managed accounts.
ii. Lack of Documented Suitability Determinations for LPC Trades
55. In trading LPC shares as a portfolio manager for SMA accounts, s. 13.3 of NI 31-103 required Bellwether to conduct a suitability analysis, even if it was acting on instructions received from a client.
56. Several trades of LPC shares that were effected in Bellwether's managed accounts were trades involving Bellwether advisors, LPC insiders, or close family and friends of those persons, and were effected by Bellwether as accommodations to those individuals. These were individuals who Sewell or Bellwether leadership knew personally and knew some of their circumstances prior to executing any trade.
57. Section 11.5 and 11.6 of NI 31-103 required Bellwether to maintain records demonstrating compliance with its suitability obligations in s. 13.3 of NI 31-103.
58. Bellwether believed it sufficiently knew its clients but did not maintain records of a suitability analysis for client-directed LPC trades in Bellwether accounts.
59. Bellwether no longer accommodates trades in LPC shares in its managed accounts.
60. RIE Staff has not alleged that Bellwether made unsuitable investments for clients or that clients suffered investment loss as a result of any of the conduct described in this Settlement Agreement.
iii. Conflicts Associated with Trading in LPC Shares
61. Before December 31, 2021, s. 13.4 of NI 31-103 required Bellwether to identify material conflicts of interest and respond to them.
62. Since December 31, 2021, s. 13.4 of NI 31-103 has required Bellwether to identify material conflicts and avoid any conflicts that the firm cannot otherwise address in the best interest of the client, and s. 13.4.1 imposes an equivalent obligation on every registered individual for material conflicts between the individual and a client.
63. Bellwether's trading in LPC for SMAs created several material conflicts:
(a) LPC was a related and connected issuer that was thinly traded on the TSXV;
(b) Bellwether traded LPC shares between Bellwether SMAs of clients and accounts of Bellwether employees and other "Access Persons" as defined in the P&P Manual;
(c) Sewell sometimes acted as the AR for the Bellwether accounts on both sides of the trade (i.e., both the seller and the buyer); and
(d) Bellwether accounts directly or beneficially owned by Sewell, and a senior officer of Bellwether and a director of LPC sometimes bought LPC shares from Bellwether client accounts when open sell orders for the clients had not been filled through the TSXV.
64. The P&P Manual required "Access Persons" to complete and submit a trade approval form for personal trades, including trades in LPC shares. Among other things, the approval form required the requester to specify the number of LPC shares proposed to be traded and to make certain representations, including the following (the Trading Representations):
• I believe the proposed trade has not been offered because of my position in BIM [i.e., Bellwether] and is available to any market participant on the same terms.
• I believe the proposed trade does not contravene any of the prohibited activities listed in the Personal Trading Policy of the BIM compliance manual.
65. Alongside the Trading Representations:
a. the Personal Trading Policy section of the P&P Manual included a prohibition on Access Persons using their position at Bellwether to obtain special treatment or investment opportunities not generally available to the public; and
b. the P&P Manual required all personal trades to be pre-approved by the CEO or CCO.
66. However, some trades were approved without the prescribed trade approval form wording, and sometimes with no trade approval form. For example, in August 2022, Varpalotai-Xavier permitted Ellis to approve a request by a DR who frequently engaged in trading of LPC shares, to buy an unspecified number of LPC shares without submitting the required trade approval form. In those situations, however, approval was still sought by email and was given.
67. In some instances, the requester was trading with a Bellwether account on the other side. Sometimes, the requester knew who was on the other side of the trade but chose to proceed given how illiquid the shares were. On occasion, Sewell executed trades for both parties.
iv. Sewell's $0.37 Dispositions
68. On March 16, 2023, a bid for LPC shares of $0.37 per share appeared on Bloomberg's trade quotation system, which was lower than the closing price on the TSXV of $1.35 on March 15, 2023. On occasion, bid prices are lower than the recent closing price.
69. LPC did not issue any news release or other disclosure document between March 1, 2023 and March 29, 2023.
70. The $0.37 bid remained in place on March 17, 2023.
71. Sewell caused taxable accounts owned by himself and his mother to contribute to their tax-free savings accounts on March 17, 2023 through custodian journal-entry transfers. The transfer took place through the systems of Bellwether's primary third-party custodian, whose internal policy for trading transferred the security at $0.37 per share.
v. Inadequate Recordkeeping for Certain LPC Trades Involving Sewell
72. Sewell traded LPC shares for a Bellwether account he managed that was beneficially owned by his cousin on verbal instructions from his cousin, without ensuring that a record of the instructions was kept on file.
73. In failing to maintain an audit trail for these instructions, Sewell caused Bellwether to breach sections 11.5 and 11.6 of NI 31-103.
vi. Trades with Managed Accounts by Responsible Persons and Analogous Persons
74. Under s. 13.5(2)(b) of NI 31-103, a registered adviser must not knowingly cause an investment portfolio managed by it to purchase or sell a security from or to the investment portfolio of any responsible person, including any director or officer of the adviser.
75. The thinly traded nature of LPC stock meant that sell orders sometimes remained unfilled for lengthy periods.
76. On several occasions, Sewell and directors of LPC, directly or indirectly, purchased LPC shares from, or sold LPC shares to, such a Bellwether managed account with the client's consent.
77. Sewell would sometimes purchase shares himself in the interest of ensuring that people seeking liquidity could have it.
78. Based on the facts described in Part I above, Bellwether admits:
(a) it failed to comply with its obligations in s. 11.1 of NI 31-103;
(b) it failed to comply with its obligations in s. 11.5 and 11.6 of NI 31-103;
(c) it failed to comply with its obligations in s. 13.2 of NI 31-103;
(d) it failed to comply with its obligations in s. 13.4 of NI 31-103; and
(e) it failed to comply with its obligations in s. 13.5(2)(b) of NI 31-103.
79. Based on the facts described in Part I above, Sewell admits:
(a) he failed to comply with his responsibilities as UDP under s. 5.1 of NI 31-103;
(b) he failed to comply with his responsibilities as CCO under s. 5.2 of NI 31-103;
(c) he failed to comply with his obligations under s. 13.4.1 of NI 31-103; and
(d) he failed to comply with the prohibition in s. 13.5(2)(b) of NI 31-103.
80. Based on the facts described in Part I above, Varpalotai-Xavier admits:
(a) she failed to comply with her responsibilities as CCO under s. 5.2 of NI 31-103.
81. Based on the facts described in Part I above, Ellis admits:
(a) by participating in the leadership team's decision not to implement the process described in the April 2022 Communication when it should have been implemented, he acquiesced in Bellwether's ongoing non-compliance with its KYC obligation in s. 13.2 of NI 31-103, contrary to s. 129.2 of the Act.
82. Based on the facts described in Part I above, Papakirykos admits:
(a) by relying on KYC information that had been collected from his SMA clients by a DR (i.e., Jank) instead of meeting the client himself, he failed to comply with his KYC obligation in s. 13.2 of NI 31-103 and the Bellwether requirement established at the August 24, 2023 meeting.
83. Based on the facts described in Part I above, Jank admits:
(a) he failed to comply with the Bellwether requirement established at the August 24, 2023 meeting;
(b) by collecting KYC information from SMA clients, he failed to comply with the adviser registration requirement in s. 25(3) of the Act; and
(c) his conduct impugned his suitability for registration.
84. To settle the opportunity to be heard requested by the Bellwether Parties, RIE Staff and the Bellwether Parties make the following recommendation to the Director:
(a) Bellwether:
(i) the registration of Bellwether shall be subject to the terms and conditions in Schedule A hereto, pursuant to s. 28 of the Act; and
(ii) the Director will not object to the proposed acquisition of LPC by an affiliate of Sagard Private Equity Canada LP, pursuant to s. 11.9 of NI 31-103.
(b) Sewell:
(i) the registration of Sewell as Bellwether's UDP shall be suspended pursuant to s. 28 of the Act;
(ii) the registration of Sewell as an AR and DR shall be suspended pursuant to s. 28 of the Act and he will not apply to reactivate his registration in either category for a period of at least 22 months from the date his registration is suspended. If Sewell applies to reactivate his registration, the conduct described in this Settlement Agreement may be considered in assessing his suitability for registration, together with any other relevant consideration; and
(iii) nothing in this Settlement Agreement shall prevent Sewell from performing activities on behalf of Bellwether for which registration is not required.
(c) Varpalotai-Xavier:
(i) Varpalotai-Xavier's registration as Bellwether's CCO shall be suspended pursuant to s. 28 of the Act and she will not apply to reactivate her registration for a period of at least one year from the date her registration is suspended, after which period of time RIE Staff will not recommend to the Director that her application be refused unless it becomes aware after the date of this Settlement Agreement of conduct impugning her suitability for registration, and provided she meets all other applicable criteria for registration at the time she applies;
(ii) if Varpalotai-Xavier's registration is reactivated, it will be a term and condition of her registration that she successfully complete the Osgoode Certificate in Regulatory Compliance and Legal Risk Management for Financial Institutions within one year; and
(iii) nothing in this Settlement Agreement shall prevent Varpalotai-Xavier from performing activities on behalf of Bellwether for which registration is not required.
(d) Ellis:
(i) Ellis's registration shall be subject to the terms and conditions in Schedule B hereto, pursuant to s. 28 of the Act.
(e) Papakirykos:
(i) Papakirykos's registration shall be suspended pursuant to s. 28 of the Act and he will not apply to reactivate his registration for a period of at least three months from the date his registration is suspended, after which period of time RIE Staff will not recommend to the Director that his application be refused unless it becomes aware after the date of this Settlement Agreement of conduct impugning his suitability for registration, and provided he meets all other applicable criteria for registration at the time he applies; and
(ii) if Papakirykos's registration is reactivated, it will be a term and condition of his registration that he successfully complete the Conduct and Practices Handbook Course exam within six months.
(f) Jank:
(i) Jank will withdraw the application for registration as an AAR that he has submitted, and will not resubmit that application for a period of at least three months from the date the Director approves this Settlement Agreement, after which period of time RIE Staff will not recommend to the Director that his application be refused unless it becomes aware after the date of this Settlement Agreement of conduct impugning his suitability for registration, and provided he meets all other applicable criteria for registration at the time he applies for registration; and
(ii) if Jank becomes registered, it will be a term and condition of his registration that he successfully complete the Conduct and Practices Handbook Course exam within six months.
85. The parties submit that their joint recommendation is reasonable, having regard to the following factors:
(a) by initially adopting the Bellwether KYC Process, the firm followed a process which it believed at the time satisfied its regulatory obligations;
(b) the Bellwether Parties have not previously been the subject of any disciplinary sanction by any securities regulator;
(c) RIE Staff has not alleged that Bellwether made any investments in any SMAs that were unsuitable for clients or that resulted in financial loss to them;
(d) after receiving the findings of the 2023 Compliance Review from RIE Staff, Bellwether acted promptly to try to prevent further non-compliance with its KYC obligation; and
(e) the Bellwether Parties have admitted their misconduct.
86. The parties acknowledge that if the Director does not accept this joint recommendation:
(a) this joint recommendation and all discussions and negotiations between RIE Staff and the Bellwether Parties in relation to this matter shall be without prejudice to the parties; and
(b) the Bellwether Parties will be entitled to an opportunity to be heard in accordance with s. 31 of the Act in respect of RIE Staff's recommendation that their registration be suspended.
"Matthew Onyeaju" |
"Robert Sewell" |
_______________________________________________ |
_______________________________________________ |
Matthew Onyeaju |
Robert Sewell on behalf of Bellwether |
Senior Vice President |
Investment Management Inc. |
Registration, Inspections and Examinations Division |
|
October 1, 2025 |
October 1, 2025 |
_______________________________________________ |
_______________________________________________ |
Date |
Date |
"Robert Sewell" |
|
_______________________________________________ |
|
Robert Sewell |
|
October 1, 2025 |
|
_______________________________________________ |
|
Date |
|
"Julianna Varpalotai-Xavier" |
|
_______________________________________________ |
|
Julianna Varpalotai-Xavier |
|
October 1, 2025 |
|
_______________________________________________ |
|
Date |
|
"Craig Ellis" |
|
_______________________________________________ |
|
Craig Ellis |
|
October 1, 2025 |
|
_______________________________________________ |
|
Date |
|
"Eli Papakirykos" |
|
_______________________________________________ |
|
Eli Papakirykos |
|
October 1, 2025 |
|
_______________________________________________ |
|
Date |
|
"Tarren Jank" |
|
_______________________________________________ |
|
Tarren Jank |
|
October 1, 2025 |
|
_______________________________________________ |
|
Date |
|
Terms and Conditions of the Registration of Bellwether Investment Management Inc.
The registration of Bellwether Investment Management Inc. (the Firm) is subject to the following terms and conditions, which were imposed by the Director pursuant to s. 28 of the Securities Act, R.S.O. 1990, c. S.5:
1. The Firm must obtain a signed and dated acknowledgement from every individual registered with the Firm, and from every unregistered individual employed by or in any other form of contractual relationship with the Firm who communicates with a client of the Firm (other than those in a purely administrative capacity (e.g., administrative assistants, accounting, etc.)), that an associate advising representative (AAR) or advising representative (AR) registered with the Firm will attend all meetings with clients of the Firm that are held for the purpose of the Firm discharging its obligations under s. 13.2 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103). For greater certainty, the AAR or AR will lead, in person, by telephone or by video conference, the portion of the meeting relating to the Firm's discharge of its obligations under s. 13.2 of NI 31-103.
2. The records of the Firm must demonstrate compliance with paragraph 1 above.
3. The Firm will appoint Carlo Pannella as its Chief Executive Officer and ultimate designated person.
4. The Firm will appoint Alan Fustey as its chief compliance officer on an interim basis and will act diligently to appoint a permanent chief compliance officer.
These terms and conditions of registration constitute Ontario securities law, and a failure by the Firm to comply with these terms and conditions may result in further regulatory action against the Firm, including a suspension of its registration.
Terms and Conditions of the Registration of Craig Ellis
The registration of Craig Ellis (the Registrant) is subject to the following terms and conditions, which were imposed by the Director pursuant to s. 28 of the Securities Act, R.S.O. 1990, c. S.5:
1. The Registrant shall successfully complete the Conduct and Practices Handbook Course exam within six months of the date these terms and conditions are imposed.
These terms and conditions of registration constitute Ontario securities law, and a failure by the Registrant to comply with these terms and conditions may result in further regulatory action against him, including a suspension of his registration.
Investors Group Financial Services Inc. and Investors Group Securities Inc.
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 individuals in accordance with section 3.4 of Companion Policy 33-109CP to NI 33-109.
National Instrument 33-109 Registration Information, ss. 2.2, 2.3, 2.5, 3.2 and 4.2.
Order No. 7704
June 17, 2025
The securities regulatory authority or regulator in each of Manitoba and Ontario (each a Decision Maker, and together the Decision Makers) has received an application from the Filers for a decision under the securities legislation of the Manitoba and Ontario (the Legislation) for relief from the requirements contained in 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 the securities registration of all of the registered and permitted individuals of IGFS and all of the branches of IGFS (the Business Locations) to IG Wealth Management Inc. (Amalco), the entity resulting from the Proposed Amalgamation (as defined below) of the Filers (or referred to as the Amalgamating Firms), expected to occur on or about July 1, 2025 (the Effective Date), 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 (for a dual application):
a. The Manitoba Securities Commission (the MSC) is the principal regulator for this application,
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:
AlbertaBritish ColumbiaNew BrunswickNewfoundland and LabradorNorthwest TerritoriesNova ScotiaNunavutPrince Edward IslandQuébecSaskatchewanYukon Territory(together with Manitoba and Ontario, the Jurisdictions),
c. the decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.
Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.
The decision is based on the following facts represented by the Filers:
1. The Amalgamating Firms are corporations, incorporated under the Canada Business Corporations Act (CBCA), with their head offices at 447 Portage Avenue, Winnipeg, Manitoba, R3B 3H5.
2. IGFS is currently registered as a mutual fund dealer and as an exempt market dealer in the Jurisdictions.
3. As of the date of the Filers' application for the Exemption Sought, IGFS has a total of 2,892 registered individuals and permitted individuals and 295 Business Locations in the Jurisdictions.
4. IGSI is currently registered as an investment dealer in the Jurisdictions.
5. As of the date hereof, IGSI has a total of 574 registered individuals and permitted individuals and 116 Business Locations in the Jurisdictions.
6. Each of the Amalgamating Firms currently has terms and conditions imposed on its registration in Manitoba with respect to mortgage broker activities and will be subject to additional terms and conditions to be imposed on Amalco following the completion of the Proposed Amalgamation.
7. Each of the Amalgamating Firms is a member of the Canadian Investment Regulatory Organization (CIRO).
8. Each of the Amalgamating Firms is a wholly owned subsidiary of Investors Group Inc.
9. Neither of the Amalgamating Firms is in default of any requirements of the securities legislation in any of the Jurisdictions.
10. It is proposed that the Amalgamating Firms will amalgamate under the requirements of the CBCA (the Proposed Amalgamation), which is scheduled to occur on the Effective Date.
11. Following the completion of the Proposed Amalgamation, IGSI will act as the continuing entity under the CBCA and will concurrently change its name to "IG Wealth Management Inc." on the Effective Date.
12. It is intended that Amalco will maintain IGSI's National Registration Database (NRD) number 5760.
13. On June 18, 2024, the Amalgamating Firms provided written notice to staff at the MSC and the Ontario Securities Commission that they would be amalgamating and had applied to CIRO for the amalgamated entity to be a dual registered firm and registered as both an investment dealer and a mutual fund dealer, and for the entity to maintain its exempt market dealer registration.
14. On June 18, 2024, the Amalgamating Firms submitted a Dual Registration Application (the CIRO Application) under the CIRO rules with respect to the Amalgamating Firms becoming a dual registered firm with both an investment dealer and mutual fund division.
15. As of the Effective Date, subject to the Exemption Sought being granted, all of IGFS' registered and permitted individuals and Business Locations will be transferred to Amalco on NRD by way of Bulk Transfer.
16. Amalco's registration will encompass the registration categories and Jurisdictions of each Amalgamating Firm immediately prior to the Proposed Amalgamation, which will provide the opportunity to seamlessly transfer the registered and permitted individuals and Business Locations as of July 2, 2025by way of Bulk Transfer.
17. It is expected that the current registered and permitted individuals of IGFS will hold the same positions in Amalco immediately after the Proposed Amalgamation.
18. Following the Proposed Amalgamation, Amalco will conduct the same business operations in substantially the same manner, through the investment dealer and mutual fund division, with essentially the same personnel as the Amalgamating Firms.
19. Amalco will have the necessary resources to ensure compliance with all applicable conditions of its registrations under Canadian securities laws.
20. The Bulk Transfer will not be contrary to public interest and will have no negative consequences on the ability of Amalco to comply with all applicable regulatory requirements or the ability to satisfy any obligations in respect of the clients of the Amalgamating Firms.
21. Given the number of registered and permitted individuals and Business Locations to be transferred from the Filer to Amalco on the Effective Date, it would be unduly time consuming and difficult to transfer each of the registered and permitted individuals and Business Locations through NRD in accordance with the requirements of NI 33-109 if the Exemption Sought is not granted. Moreover, it is important that the transfer of the affected registered and permitted individuals and Business Locations occur on the same date (i.e., the Effective Date), in order to ensure that there is no lapse in registration.
22. In addition, in support of the Exemption Sought, the Amalgamating Firms have provided the information and will satisfy the conditions set out in section 3.4 of the Companion Policy to NI 33-109 and Appendix D thereto.
23. Subject to obtaining approval of the Exemption Sought, it is not expected that there will be any disruption in the services provided by registered and permitted individuals to clients of the Amalgamating Firms as a result of the Proposed Amalgamation.
24. The clients of the Filers will have been contacted and informed of the Proposed Amalgamation prior to the Effective Date.
25. It is anticipated that CIRO will approve the CIRO Application and the Proposed Amalgamation in due course and prior to the Effective Date.
Each of the Decision Makers 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 Decision Makers under the Legislation is that the Exemption Sought is granted.
National Policy 11-203 Process for Exemptive Relief in Multiple Jurisdictions -- Investment funds seeking relief from the illiquid asset restrictions in section 2.4 of NI 81-102 to permit a fund's purchases and holdings of 144A Securities to be excluded from consideration as an "illiquid asset" for purposes of compliance with the illiquid asset restrictions -- 144A Securities are restricted, unregistered debt securities issued under a private placement that are eligible for resale to Qualified Institutional Buyers in the U.S. and to offshore investors pursuant to exemptions from registration requirements in Rule 144A and Regulation S, respectively, under the Securities Act of 1933 -- The 144A Securities will not be illiquid assets under part (a) of the definition of "illiquid asset" in s. 1.1 of NI 81-102; the securities will be traded on a mature and liquid market; Fund prospectus will disclose the relief provided -- Investment funds seeking relief from paragraphs 2.5(2)(a), 2.5(2)(a.1) and 2.5(2)(c) of NI 81-102 to permit funds to invest in securities of U.S. Underlying ETFs that are not subject to NI 81-102 and not reporting issuers in any jurisdiction of Canada -- A fund will not purchase securities of an Underlying U.S. ETF if, immediately after the purchase, more than 10% of the net asset value of the fund, in aggregate, taken at market value at the time of purchase, would consist of securities of Underlying U.S. ETFs -- Underlying U.S. ETFs are listed on a recognized exchange in the U.S., are in good standing with the SEC, and the fund prospectus will disclose the relief provided.
National Instrument 81-102 Investment Funds, ss. 1.1, 2.4, 2.5(2)(a), 2.5(2)(a.1), 2.5(2)(c) and 19.1.
October 6, 2025
The principal regulator in the Jurisdiction has received an application from the Filer on behalf of all current and future investment funds that are, or will be, managed by the Filer or an affiliate of the Filer and to which National Instrument 81-102 Investment Funds (NI 81-102) applies (collectively, the Funds) for a decision under the securities legislation of the Jurisdiction (the Legislation) that grants exemptive relief from:
(a) the restrictions that apply to purchasing or holding illiquid assets under section 2.4 of NI 81-102 (the Illiquid Asset Restrictions) to permit a Fund's purchases and holdings of 144A Securities (as defined below) to be excluded from consideration as an "illiquid asset" for the purpose of the Fund's compliance with the Illiquid Asset Restrictions:(the 144A Relief); and
(b) the restrictions in paragraphs 2.5(2)(a), 2.5(2)(a.1) and 2.5(2)(c) of NI 81-102 to permit a Fund to invest in securities of existing and future exchange-traded funds (ETFs) that are not index participation units (IPUs) and whose securities are, or will be, listed for trading on a stock exchange in the United States (collectively, the Underlying U.S. ETFs) even though an Underlying U.S. ETF is not subject to NI 81-102 and is not a reporting issuer in any province or territory of Canada (the Underlying U.S. ETF Relief, together with the 144A Relief, the Exemption Sought):
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):
(a) the Ontario Securities Commission is the principal regulator for the 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 (together with the Jurisdiction, the Jurisdictions).
Unless expressly defined herein, terms in this decision have the respective meanings given to them in MI 11-102, National Instrument 14-101 Definitions and NI 81-102. In addition to the defined terms used in this decision, capitalized terms used in this decision have the following meanings:
144A Securities means restricted, unregistered debt securities issued under a private placement that are resold to Qualified Institutional Buyers in the U.S. and to Reg. S Purchasers (as defined below) outside the U.S. on a basis that is exempt from the registration requirements of the US Securities Act.
IRC means the independent review committee of the Funds.
Qualified Institutional Buyers has the same meaning as is given to such term in §230.144A of the US Securities Act and Qualified Institutional Buyer means any one of them.
Rule 144A means Rule 144A under the US Securities Act.
US Securities Act means the Securities Act of 1933, as amended.
This decision is based on the following facts represented by the Filer on behalf of itself and the Funds:
The Filer
1. The Filer is a corporation incorporated under the laws of the Province of Ontario, with its head office located at Suite 2930, Bay Wellington Tower, Brookfield Place, 181 Bay Street, Toronto, Ontario, M5J 2T3.
2. The Filer is registered with the Ontario Securities Commission as an investment fund manager, exempt market dealer, portfolio manager and commodity trading manager.
3. The Filer or an affiliate of the Filer is, or will be, the investment fund manager and the portfolio manager of the Funds. The portfolio manager of a Fund may also engage one or more sub-adviser(s) in respect of the investments of such Fund.
4. The Filer is not in default of applicable securities legislation in any of the Jurisdictions.
The Funds
5. Each Fund is, or will be, an open-ended investment fund organized and governed by the laws of the Province of Ontario or the laws of Canada.
6. Each Fund is, or will be, governed by the provisions of NI 81-102, subject to any exemption therefrom that has been, or may be, granted by the securities regulatory authorities.
7. Each Fund is, or will be, a reporting issuer in the Jurisdictions.
8. No existing Fund is in default of securities legislation in any of the Jurisdictions.
9. Each Fund is, or will be, subject to National Instrument 81-107 -- Independent Review Committee for Investment Funds.
10. The Funds may, from time to time, wish to invest in 144A Securities and/or Underlying U.S. ETFs in accordance with their investment strategy.
Definition of Illiquid Assets in NI 81-102 and 144A Securities
11. Pursuant to section 1.1 of NI 81-102, an "illiquid asset" is defined as:
(a) a portfolio asset that cannot be readily disposed of through market facilities on which public quotations in common use are widely available at an amount that at least approximates the amount at which the portfolio asset is valued in calculating the net asset value per security of the investment fund, or
(b) a restricted security held by an investment fund.
12. Rule 144A provides an exemption from the registration requirements of the US Securities Act for resales of unregistered securities to Qualified Institutional Buyers. Rule 144A also requires that there must be adequate current public information about the issuing company before the sale can be made.
13. The definition of a Qualified Institutional Buyer under §230.144A of the US Securities Act includes entities that in the aggregate, own and invest on a discretionary basis at least US$100 million in securities of issuers that are not affiliated with such entity.
14. While issuers themselves cannot rely on Rule 144A, as Rule 144A provides an exemption for resales of unregistered securities, the existence of Rule 144A allows financial intermediaries to purchase unregistered securities from issuers and resell the securities to Qualified Institutional Buyers in transactions that comply with Rule 144A without registering such securities.
15. A Rule 144A distribution may often be structured in two tranches: one intended for purchasers in the U.S that qualify as Qualified Institutional Buyers in reliance on Rule 144A, and another intended for purchasers outside the U.S. (Reg. S Purchasers) in reliance on Regulation S under the US Securities Act (Regulation S). The securities sold under Regulation S are represented by a separate global note (the Reg. S Global Note) from the global note representing securities sold under the Rule 144A exemption (the 144A Global Note). The securities represented by the Reg. S Global Note and the 144A Global Note are fungible and of equal value; at any time, any holder of such securities may transfer such securities to a U.S. Qualified Institutional Buyer or to a non-U.S. Reg. S Purchaser. All such securities are referred to as "144A Securities" in this decision and the Filer confirms that these 144A Securities have the same liquidity in the hands of a Fund or of any other holder regardless of whether they are represented by the Reg. S Global Note or the 144A Global Note.
16. Pursuant to the provisions of the US Securities Act, public resales of 144A Securities (including securities represented by a 144A Global Note or a Reg. S Global Note) to non-Qualified Institutional Buyers must be conducted in reliance upon other available exemptions, such as Rule 144 or Regulation S. Rule 144 allows a seller to sell 144A Securities to a purchaser who does not qualify as a Qualified Institutional Buyer after a prescribed period of time (ranging from six months to one year after issuance), if certain other reporting requirements of the issuer are satisfied.
17. Despite the foregoing, 144A Securities are immediately freely tradable among Qualified Institutional Buyers and non-U.S. Reg. S. Purchasers in accordance with Rule 144A and Regulation S without any holding periods. 144A Securities may also be sold to and purchased by non-Qualified Institutional Buyers at any time after registration of the securities, or pursuant to another exemption from registration under the US Securities Act, if any exemption is available at that time.
18. Because Rule 144A and Regulation S restrict resales of 144A Securities to investors that are not Qualified Institutional Buyers and investors that are U.S. persons for a period of time or until certain conditions are satisfied, they are restricted securities for the purposes of part (b) of the definition of an illiquid asset under section 1.1 of NI 81-102, and, absent the 144A Relief, each Fund's holdings of 144A Securities would be subject to the Illiquid Asset Restrictions.
Reasons for the 144A Relief
19. The Filer is of the view that certain 144A Securities provide an attractive investment opportunity for the Funds and that, from time to time, it will be desirable for the Funds to hold 144A Securities in excess of the Illiquid Asset Restrictions. As 144A Securities are illiquid assets under section 1.1 of NI 81-102, the Funds are unable to pursue these investment opportunities without breaching the Illiquid Asset Restrictions.
20. The ability to freely trade 144A Securities pursuant to Rule 144A has substantially reduced the discounts and illiquidity that were present in unregistered offerings historically. The market for 144A Securities consists of a very deep pool of Qualified Institutional Buyers (as well as non-U.S. persons if the relevant note indenture permits sales under Regulation S).
21. The most liquid 144A Securities have traded with comparable volumes to the most liquid corporate debt registered securities over the past few years. The segment of the U.S. investment grade corporate bond market that is made up of 144A Securities has grown substantially over the past 15 years. The segment of the U.S. high-yield corporate bond market that is made up of 144A Securities has also grown significantly over the past decade.
22. Daily market quotations are obtained in the same way through fixed income market platforms for 144A Securities as they are for registered securities. Real-time price quotes and market trade data are available for 144A Securities. Many fixed income trades including 144A Securities, are reported within minutes into the Trade Reporting and Compliance Engine, a program initially developed by the National Association of Securities Dealers, Inc. (now the Financial Industry Regulatory Authority, Inc.) that provides for the reporting of over-the-counter transactions pertaining to eligible fixed income securities, including 144A Securities, thus meeting market integrity requirements.
23. A Fund that purchases 144A Securities (including as a Reg. S Purchaser of a security that is represented by a Reg. S Global Note) may trade those 144A Securities to any Qualified Institutional Buyer without further restriction (i.e. not subject to any holding period). Typically, a Fund would sell 144A Securities to other brokers or dealers that are Qualified Institutional Buyers themselves, who would then on-sell the securities to other Qualified Institutional Buyers.
24. A Fund is not required, at any time, to have or to maintain Qualified Institutional Buyer status in order to be able to resell its holdings of 144A Securities to Qualified Institutional Buyers at any time.
25. In the course of determining the potential liquidity of a security, the Filer or the sub-adviser of a Fund may use several factors, including, but not limited to, market volatility, trending credit quality, current valuation, maturity, size of the tranche or offering, the applicable underwriters, the status of well-covered credit or first-time issuer, index eligibility, and in the case of 144A Securities, whether the security falls under "144A for life" status (i.e. an offering that is not registered with the U.S. Securities and Exchange Commission (SEC) and may, therefore, be considered less liquid than a 144A offering with registration rights). As a result, the Filer is of the view that it or its sub-advisor can determine whether a given 144A Security would have sufficient liquidity and market transparency such that it would not qualify as an illiquid asset under part (a) of the section 1.1 definition.
26. The Filer is of the view that it has, or if applicable, the sub-adviser of a Fund has or will have, the tools, resources and expertise necessary to assess issuances of 144A Securities and to evaluate the creditworthiness of corporations on a per issuance basis. The Filer, or if applicable the sub-adviser of a Fund has or will have, the ability to conduct sufficient analysis and should be permitted to cause the Fund to invest in 144A Securities in excess of the thresholds set out in the Illiquid Asset Restrictions.
27. The purpose of the Illiquid Asset Restrictions is to govern a core investment fund principle: investors should be able to redeem mutual fund securities and, where applicable, non-redeemable investment fund securities, on demand. Considering that 144A Securities trade in an active institutional market, the Filer is of the view that 144A Securities can be liquid relative to a Fund's need to satisfy redemptions. The result of the current part (b) of the definition of an "illiquid asset" in NI 81-102 is that all 144A Securities may be deemed illiquid assets, whereas 144A Securities may be more liquid than other types of securities that meet the liquidity criteria set out in NI 81-102.
28. The Filer is of the view that granting the 144A Relief will not result in a Fund being unable to satisfy redemption requests. Investing in 144A Securities may actually be more beneficial to a Fund than various other securities in which a Fund may invest, and the liquidity determination regarding any such 144A Securities should be made on the actual trading liquidity of the security and any restrictions on the security and not simply based on the manner in which the security was offered into the market.
29. The Filer or its sub-advisor maintains policies and procedures that address liquidity risk, and uses a combination of risk management tools, including (a) IRC approved governance that has been adopted to protect investors in the Funds, (b) internal portfolio manager notification requirements of significant cash flows into the Funds, (c) ongoing liquidity monitoring of each Fund's portfolio, and (d) the consideration of factors set out in paragraph 25 above in order to assess the potential liquidity of a security.
30. If a Fund is not permitted to freely resell 144A Securities to Qualified Institutional Buyers, then the Filer will arrange to immediately restrict any further purchases of 144A Securities until such time as the Fund regains its ability to freely resell 144A Securities to a Qualified Institutional Buyer.
31. If the Filer determines that a 144A Security qualifies as an illiquid asset under part (a) of the section 1.1 definition in NI 81-102, then the Filer will restrict any further purchases of illiquid assets (including such 144A Security that meets the definition under part (a) of section 1.1 definition of NI 81-102) that are in excess of the thresholds set out in the Illiquid Asset Restrictions.
32. The Filer is of the view that if a Fund continues to be unable to trade 144A Securities that are illiquid assets under part (b) of the definition but not under part (a), the Fund and its investors would lose out on potential investment opportunities in the fixed income space and investors would not be able to benefit from an expanded investment universe.
The Underlying U.S. ETFs
33. The securities of an Underlying U.S. ETF will not meet the definition of an IPU in NI 81-102 because the purpose of the Underlying U.S. ETF will not be to:
(a) hold the securities that are included in a specified widely quoted market index in substantially the same proportion as those securities are reflected in that index; or
(b) invest in a manner that causes the Underlying U.S. ETF to replicate the performance of that index.
34. An Underlying U.S. ETF's investment objectives and strategies will be consistent with the investment restrictions in NI 81-102 and, as such, a Fund's investment in securities of an Underlying U.S. ETF will not cause the Fund to indirectly invest in assets or have access to investment strategies that it would not be permitted to have directly.
35. Each Underlying U.S. ETF is, or will be, an "investment fund" within the meaning of applicable Canadian securities legislation.
36. The securities of an Underlying U.S. ETF are, or will be, listed on a recognized exchange in the United States and the market for them is, or will be, liquid because it is, or will be, supported by authorized participants (similar to designated brokers or dealers). As a result, the Filer expects a Fund to be able to dispose of such securities through market facilities in order to raise cash, including to fund the redemption requests of its securityholders.
37. An Underlying U.S. ETF may be managed by the Filer or an affiliate or associate of the Filer, or by a third-party investment fund manager.
38. An investment in an Underlying U.S. ETF by a Fund will otherwise comply with section 2.5 of NI 81-102, including that:
(a) no Underlying U.S. ETF will hold more than 10% of its net asset value in securities of another investment fund (at the time of purchase) unless the Underlying U.S. ETF (i) is a clone fund, as defined in NI 81-102, or (ii) in accordance with NI 81-102, purchases or holds securities: (A) of a money market fund, as defined in NI 81-102, or (B) that are IPUs issued by an investment fund; and
(b) no Fund will pay management or incentive fees which to a reasonable person would duplicate a fee payable by an Underlying U.S. ETF for the same service.
Reasons for the Underlying U.S. ETF Relief
39. Absent the Underlying U.S. ETF Relief, an investment by a Fund in an Underlying U.S. ETF would:
(a) be prohibited by paragraphs 2.5(2)(a) or (a.1) of NI 81-102 because such Underlying U.S. ETF may not be subject to NI 81-102; and
(b) be prohibited by paragraph 2.5(2)(c) of NI 81-102 because such Underlying U.S. ETF may not be a reporting issuer in any Jurisdiction,
and would not qualify for the exemption in paragraph 2.5(3)(a) of NI 81-102 because securities of the Underlying U.S. ETFs are not IPUs.
40. The key benefits of a Fund investing in the Underlying U.S. ETFs are greater choices, lower fees and expenses and potentially enhanced returns. For example:
(a) an investment in an Underlying U.S. ETF may lead to efficiencies that result from lower operating expenses and overall management fees than investing directly in securities;
(b) an investment in an Underlying U.S. ETF will provide the Fund with access to specialized knowledge, expertise and/or analytical resources of the investment to the Underlying U.S. ETF;
(c) investing through an Underlying U.S. ETF provides a potentially better risk profile, diversification and improved liquidity / tradability than direct holdings of asset classes to which the Underlying U.S. ETF provides exposure; and
(d) the investment strategies of the Underlying U.S. ETFs offer significantly broader exposure to certain asset classes, sectors and markets than those available in the existing Canadian market.
41. The Filer submits that having the option to allocate a portion of a Fund's assets to one or more Underlying U.S. ETFs will increase diversification opportunities and may improve the Fund's overall risk/reward profile.
42. An investment in an Underlying U.S. ETF by a Fund is an efficient and cost-effective alternative to obtaining exposure to securities held by or strategies of the Underlying U.S. ETF rather than purchasing those securities directly or investing through a Canadian exchange-traded fund.
43. An investment in an Underlying U.S. ETF by a Fund should pose limited investment risk to the Fund because each Underlying U.S. ETF will be a reporting issuer in the United States and as such subject to applicable laws.
44. It would not be detrimental to the protection of investors to grant the Underlying U.S. ETF Relief.
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:
(a) with respect to the 144A Relief:
(i) the 144A Securities purchased pursuant to the 144A Relief are not illiquid assets under part (a) of the definition of "illiquid asset" in section 1.1 of NI 81-102;
(ii) the 144A Securities purchased pursuant to the 144A Relief are traded on a mature and liquid market; and
(iii) the prospectus of each Fund relying on the 144A Relief discloses, or will disclose at the next renewal of its prospectus following the date of this decision, the fact that the Fund has obtained the 144A Relief;
(b) with respect to the Underlying U.S. ETF Relief:
(i) the investment by a Fund in securities of an Underlying U.S. ETF is in accordance with the investment objectives of the Fund;
(ii) a Fund does not purchase securities of an Underlying U.S. ETF if, immediately after the purchase, more than 10% of the net asset value of the Fund, in aggregate, taken at market value at the time of the purchase, would consist of securities of Underlying U.S. ETFs;
(iii) the securities of each Underlying U.S. ETF are listed on a recognized exchange in the United States;
(iv) each Underlying U.S. ETF is, immediately before the purchase by a Fund of securities of that Underlying U.S. ETF:
(A) an "investment company" subject to the U.S. Investment Company Act of 1940 and in good standing with the SEC; or
(B) regulated by the SEC as a reporting issuer under the US Securities Act and in good standing with the SEC;
(v) the prospectus of each Fund relying on the Underlying U.S. ETF Relief discloses, or will disclose at the next renewal of its prospectus following the date of this decision, in the investment strategy section, the fact that the Fund has obtained the Underlying U.S. ETF Relief to permit investments in Underlying U.S. ETFs on the terms described in this decision.
Application File #: 2025/0296
SEDAR+ File #: 6280096
Temporary, Permanent & Rescinding Issuer Cease Trading Orders
Company Name |
Date of Temporary Order |
Date of Hearing |
Date of Permanent Order |
Date of Lapse/Revoke |
|
||||
Seven Evergreen Apartment Project |
December 8, 2006 |
December 20, 2006 |
December 20, 2006 |
October 3, 2025 |
Company Name |
Date of Order |
Date of Revocation |
|
||
AmmPower Corp |
October 3, 2025 |
__________ |
Temporary, Permanent & Rescinding Management Cease Trading Orders
Company Name |
Date of Order |
Date of Lapse |
|
||
Dye & Durham Limited |
September 30, 2025 |
__________ |
Outstanding Management & Insider Cease Trading Orders
Company Name |
Date of Order or Temporary Order |
Date of Hearing |
Date of Permanent Order |
Date of Lapse/Expire |
Date of Issuer Temporary Order |
|
|||||
Performance Sports Group Ltd. |
19 October 2016 |
31 October 2016 |
31 October 2016 |
__________ |
__________ |
Company Name |
Date of Order |
Date of Lapse |
|
||
Agrios Global Holdings Ltd. |
September 17, 2020 |
__________ |
|
||
Sproutly Canada, Inc. |
June 30, 2022 |
__________ |
|
||
iMining Technologies Inc. |
September 30, 2022 |
__________ |
|
||
Alkaline Fuel Cell Power Corp. |
April 4, 2023 |
__________ |
|
||
mCloud Technologies Corp. |
April 5, 2023 |
__________ |
|
||
FenixOro Gold Corp. |
July 5, 2023 |
__________ |
|
||
HAVN Life Sciences Inc. |
August 30, 2023 |
__________ |
|
||
Perk Labs Inc. |
April 4, 2024 |
__________ |
|
||
Dye & Durham Limited |
September 30, 2025 |
__________ |
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Filing #06342449
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Filing #06191402, 06191308, 06191085, 06190650, 06190975
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Filing #06316556
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Filing #06326143
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Filing # 06322613
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Principal Regulator -- Ontario
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Filing # 06341989
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Principal Regulator -- Ontario
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Filing # 06325391
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Principal Regulator -- Ontario
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Filing# 06325389
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Principal Regulator -- Ontario
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Filing # 06325370
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Principal Regulator -- Ontario
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Filing# 06342311
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Principal Regulator -- Ontario
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Filing# 06307444
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Principal Regulator -- British Columbia
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Principal Regulator -- British Columbia
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Filing # 06343502
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Principal Regulator -- British Columbia
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Filing # 06322756
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Principal Regulator -- British Columbia
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Principal Regulator -- British Columbia
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Offering Price and Description:
Filing# 06310980
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Issuer Name:
Principal Regulator -- Nova Scotia
Type and Date:
Offering Price and Description:
Filing # 06338237
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Issuer Name:
Principal Regulator -- Ontario
Type and Date:
Offering Price and Description:
Filing# 06343194
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Issuer Name:
Principal Regulator -- British Columbia
Type and Date:
Offering Price and Description:
Filing# 06338857
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Issuer Name:
Principal Regulator -- Ontario
Type and Date:
Offering Price and Description:
Filing# 06344219
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Type |
Company |
Category of Registration |
Effective Date |
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Voluntary Surrender |
BASELINE SECURITIES CORP. |
Exempt Market Dealer |
September 24, 2025 |
Canadian Investment Regulatory Organization (CIRO) -- Proposed Amendment of Approved Person Fees Component within the Annual Fee of Dealer Member Fee Model -- Request for Comment
October 8, 2025
CIRO is publishing for comment its proposed amendment to the Fee Model related to the Approved Person (AP) Fees Component of the Annual Fee of the Dealer Member Fee Model, revising the rate to $300 from $250 per AP of the Dealer Member (the Proposed Fee Amendment). Concurrently, CIRO is proposing to cease collection of its main activity-based registration-related submission fees collected through the National Registration Database and end its cost recovery arrangements with certain provincial securities regulatory authorities.
The CIRO Bulletin describes the details of the proposal and the work performed. Attached appendices to the CIRO Bulletin include consequential amendments to the Fee Model, as well as Frequently Asked Questions to further explain the details included in the proposed amendment.
A copy of the CIRO Bulletin, including the Proposed Fee Amendment, is also available on the Commission's website at www.osc.ca. The comment period ends on November 7, 2025.