Notice and Proposed Changes to Proposed Rule: OSC Rule - 31-502 - Proficiency Requirements for Registrants

Request for Comment OSC Rule

le 23 janvier 1998

NOTICE OF PROPOSED CHANGES TO PROPOSED RULE 31-502

PROFICIENCY REQUIREMENTS FOR REGISTRANTS

AND COMPANION POLICY 31-502CP, AND REVOCATION OF REGULATIONS

Substance and Purpose of Proposed Rule

On August 30, 1996, the Ontario Securities Commission published proposed Rule 31-502 and its Companion Policy 31-502CPtogether with a notice of a proposed rescission of certain policies of the Commission relating to proficiency requirements forregistrants. This Notice relates to proposed changes to proposed Rule 31-502 arising from further consideration of the proposedRule by the Commission. The Commission outlined the current requirements under securities legislation, securities directions andadministrative practice in the Notice accompanying proposed Rule 31-502. Through the proposed Rule, the Commission willupdate, amplify and consolidate the proficiency requirements and codify certain related administrative practices of Staff for variouscategories of registration. The proposed Rule updates the proficiency requirements for dealers and advisers currently set out insections 124 and 125 of the Regulation by codifying Staff's administrative practice of accepting certain alternative courses. Theproposed Rule also adopts the proficiency requirements imposed by the TSE and IDA and applies these higher standards tosecurities dealers. The proposed Rule establishes proficiency requirements for officers and partners of portfolio managers generallyso as to avoid the need to register them as both a portfolio manager and an investment counsel in order to rely on subsection101(2) of the Regulation. The proposed Rule also incorporates the proficiency requirements for "junior" officers and partners ofportfolio managers and investment counsel, mutual fund dealers trading in LSIF securities and salespersons of scholarship plandealers.

The proposed changes to the proposed Rule will require that persons designated as compliance officers under Rule 31-505Conditions of Registration must be registered and, therefore, in addition to having completed the Partners', Directors' and SeniorOfficers' Examination, must have completed the Canadian Securities Course.

The proposed changes also recognize the course conducted by the Institute of Canadian Bankers and entitled Branch ComplianceOfficer Course as sufficient for the purpose of registration of a mutual fund branch manager. Finally, the proposed changes permitregistration for salespersons of brokers, investment dealers and securities dealers restricted to the sale of mutual fund securities withproficiency related to mutual fund salespersons and the designation of branch managers with mutual fund branch managerproficiency to supervise such restricted salespersons.

Summary of Proposed Rule and Companion Policy

The proposed Rule is divided into five parts. Part 1 of the proposed Rule contains defined terms for the Rule and an interpretivesection regarding the time limit for the completion of courses and previous registrations set out in Parts 2 and 3 of the proposedRule.

Part 2 of the proposed Rule sets out the proficiency requirements for dealers, their salespersons, partners, officers, complianceofficers, branch managers and responsible persons. This Part also includes a section setting out the proficiency requirements fortrading in LSIF securities by mutual fund dealers and their salespersons.

Part 3 of the proposed Rule sets out the proficiency requirements for advisers and their partners, officers, compliance officers,branch managers and responsible persons. This Part also includes a section setting out the proficiency requirements for juniorpartners and officers of investment counsel and portfolio managers.

The proposed amendment to the proposed Rule will require that persons designated as compliance officers under Rule 31-505Conditions of Registration must be registered and, therefore, in addition to having completed the Partners', Directors' and SeniorOfficers' Examination, have completed the Canadian Securities Course.

In addition, the proposed Rule has been amended to delete reference to the revocation of the deemed rule In the Matter ofTrading in Securities of Labour Sponsored Investment Fund Corporations (1994), 17 OSCB 5505, now a rule, (the "DeemedRule") which will expire when the proposed Rule becomes effective.

Related Instruments

The proposed Rule is related to proposed Companion Policy 31-502CP. The proposed Rule is related to Rule 31-504Applications for Registration, which establishes requirements relating to proof of satisfaction of proficiency requirements, and Rule31-505 Conditions of Registration, which establishes the requirements for dealers and advisers to designate compliance officers andbranch managers.

The proposed Rule is also related to Rule 91-502 Trades in Recognized Options, which establishes proficiency requirements fortrading or advising in recognized options, as defined in that rule and Rule 91-504 Over-the-Counter Derivatives, which establishesproficiency requirements related to transactions involving over-the-counter derivatives.

Summary of Written Comments Received by the Commission

The following comments were received on the proposed Rule:

The Canadian Bankers Association commented that the Commission should consider defining the word "officer"in order to provide greater certainty as to what would be considered an "officer". It also commented that the TrustCompany Institute's course for mutual funds was not included in the Rule and should be included because ahistorical course should remain available for those who have completed it within five years prior to registration.
Scotia Securities Inc. provided substantially similar comments as the Canadian Bankers Association.

The Commission has determined not to define the word "officer" in order not to limit its normal corporate meaning. With respect tothe inclusion of the Trust Company Institute's course for mutual fund dealers, the Commission is of the view that the course isincluded in the definition of Investment Funds in Canada Course in the proposed Rule as that definition includes any predecessor tothe course being conducted by the Institute of Canadian Bankers. Therefore, no changes were made to the Rule as a result of thecomments received.

Authority for Proposed Rule

The following provisions of the Act provide the Commission with authority to make the proposed Rule. Paragraph 143(1)1 of theAct authorizes the Commission to make rules prescribing requirements in respect of applications for registration and the renewal,amendment, expiration or surrender of registration. Paragraph 143(1)2 of the Act authorizes the Commission to make rulesprescribing the conditions of registration or other requirements for registrants or any category or sub-category of registrant.Paragraph 143(1)3 of the Act authorizes the Commission to make rules extending any requirements prescribed under paragraph143(1)2 to unregistered directors, partners, salespersons and officers of registrants. Subparagraph 143(1)37(i) of the Actauthorizes the Commission to make rules prescribing proficiency requirements that apply in respect of registrants trading in LSIFsecurities.

Alternatives Considered

As the proficiency requirements imposed by the Commission are mandatory in nature, the Commission determined that they shouldbe established through the rule-making process.

Unpublished Materials

In proposing the Rule, the Commission has not relied on any significant unpublished study, report, decision or other writtenmaterials.

Anticipated Costs and Benefits

The proposed Rule and the proposed change to the proposed Rule should provide a benefit to the markets by requiring that certainparticipants in the market have the specified level of proficiency. Salespersons, officers and partners of mutual fund dealers whowish to trade in LSIF securities may also benefit from reduced costs associated with the completion of a labour sponsoredinvestment fund course that is specific to LSIF securities, such as the Kelman course, which is currently recognized and is proposedto be recognized for the purposes of the proposed Rule.

The proposed Rule implements current administrative practice of Staff with respect to proficiency requirements, which should allowfor more efficient preparation, and expedite approval, of applications for registration or approval of individuals. The proposed Ruleand the proposed change to the proposed Rule also provides an additional benefit to the markets to the extent that they imposehigher proficiency standards than currently required under the Regulation for registration or approval to act in certain capacities witha registrant.

The proposed change to the proposed Rule that permits restricted registrations for salespersons of brokers, investment dealers andsecurities dealers and supervision of such salespersons by branch managers having less than the full proficiency for full servicebranch managers will provide flexibility as to staffing by full service dealers to meet client needs.

The proposed Rule and the proposed change to the proposed Rule impose costs on potential applicants for registration or approvalby the Director, including the cost associated with completing the required courses and examinations. These costs are substantiallythe same as current costs to applicants. Additional costs will be imposed on individuals seeking registration or approval inconnection with a securities dealer registration to the extent that higher proficiency standards than currently applicable are imposedby the proposed Rule. Additional costs will be imposed on individuals seeking registration as a salesperson of a scholarship plandealer to the extent that only a scholarship plan course is acceptable under the proposed Rule. However, no additional costs will beimposed on individuals who have already been registered or approved in connection with a securities dealer registration that hasbeen granted at the time the proposed Rule comes into force.

Based on its experience in regulating market participants, the Commission believes that the benefits of the proposed Rule justify thecosts.

Regulations to be Revoked

Subsections 101(2), 124(5), 125(2) and section 236 of the Regulation are to be revoked by the Commission on the basis that theywill directly conflict with the proposed Rule.

The Commission will revoke subsections 124(1) to 124(4), 124(6), 125(1) and 125(3) of the Regulation as they will be replacedby the provisions of the proposed Rule that update and consolidate the proficiency requirements related to certain dealer andadviser registrations.

The Commission will revoke section 126 of the Regulation on the basis that it will be replaced by the provision in the proposedRule that provides discretion to the Director to grant exemptions to the Rule.

The Commission will also revoke certain definitions in section 96 of the Regulation and the definition of Labour SponsoredInvestment Fund Course in section 234 of the Regulation on the basis that the definitions will be replaced by definitions in theproposed Rule.

Finally, the Commission will amend subsection 130(1) of the Regulation to remove the inconsistency between subsection 130(1) ofthe Regulation and subsection 2.1(1) of the proposed Rule regarding the duration of certain renewals of registration. Subsection2.1(2) of the proposed Rule provides that in certain circumstances, a registration will be suspended 30 months from the date theregistration was granted, despite any renewals in the interim.

The Deemed Rule expires on the date the proposed Rule becomes effective.

Comments

Interested parties are invited to make written submissions with respect to the proposed changes to the proposed Rule. Submissionsreceived by February 24, 1998 will be considered.

Submissions should be made in duplicate to:

A diskette containing the submissions (in DOS for Windows format, preferably WordPerfect) should also be submitted. As the Actrequires that a summary of written comments received during the comment period be published, confidentiality of submissionscannot be maintained.

Questions may be referred to:

Tanis MacLarenAssociate general CounselOntario Securities Commission(416) 593-8259Randee PavalowPolicy Co-ordinatorOntario Securities Commission(416) 593-8257

Proposed Rule

The text of the proposed Rule including the proposed changes follows.

DATED: January 23, 1998.

ONTARIO SECURITIES COMMISSION RULE 31-502

PROFICIENCY REQUIREMENTS FOR REGISTRANTS

PART 1 DEFINITIONS AND INTERPRETATION

1.1 Definitions - In this Rule

"Branch Compliance Officer Course" means the course prepared and conducted by the Institute of Canadian Bankers and sonamed on the effective date and every successor to that course that does not narrow the scope of the significant subject matter ofthe course;

"Canadian Branch Managers Qualifying Examination" means the examination prepared and conducted by the Canadian SecuritiesInstitute and so named on the effective date, every predecessor to that examination and every successor to that examination thatdoes not narrow the scope of the significant subject matter of the examination;

"Canadian Financial Planning Course" means the course prepared and conducted by the Canadian Securities Institute and sonamed on the effective date and every successor to that course that does not narrow the scope of the significant subject matter ofthe course;

"Canadian Investment Funds Course" means the course prepared and conducted by the Education Division of The InvestmentFunds Institute of Canada and so named on the effective date, every predecessor to that course and every successor to that coursethat does not narrow the scope of the significant subject matter of the course;

"Canadian Investment Management Course" means the course prepared and conducted by the Canadian Securities Institute and sonamed on the effective date, every predecessor to that course and every successor to that course that does not narrow the scope ofthe significant subject matter of the course;

"Canadian Securities Course" means the course prepared and conducted by the Canadian Securities Institute and so named on theeffective date, every predecessor to that course and every successor to that course that does not narrow the scope of the significantsubject matter of the course;

"Chartered Financial Analyst Examination Program" means the course prepared and conducted by the Association for InvestmentManagement and Research and so named on the effective date, every predecessor to that course and every successor to thatcourse that does not narrow the scope of the significant subject matter of the course;

"conduct and practices examination" means an examination, based on the Conduct and Practices Handbook for Securities IndustryProfessionals, prepared and conducted by the Canadian Securities Institute;

"Conduct and Practices Handbook for Securities Industry Professionals" means the manual prepared by the Canadian SecuritiesInstitute and so named on the effective date, every predecessor to that manual and every successor to that manual that does notnarrow the scope of the significant subject matter of the manual;

"effective date" means the date on which this Rule comes into force;

"Investment Funds in Canada Course" means the course prepared and conducted by the Institute of Canadian Bankers and sonamed on the effective date, every predecessor to that course and every successor to that course that does not narrow the scope ofthe significant subject matter of the course;

"LSIF" means a "labour sponsored investment fund corporation" as defined in the Community Small Business Investment FundsAct or a "registered labour-sponsored venture capital corporation" as defined in the Income Tax Act (Canada);

"LSIF course" means a course designated by the Commission as an LSIF course that provides instruction about LSIFs and theirsecurities that is relevant to a person engaged in trading in the securities of LSIFs;

"Mutual Fund Branch Managers' Course" means the course prepared and conducted by the Education Division of The InvestmentFunds Institute of Canada and named the "Branch Managers' Course" on the effective date, every predecessor to that course andevery successor to that course that does not narrow the scope of the significant subject matter of the course;

"Mutual Fund Officers', Partners' and Directors' Course" means the course prepared and conducted by the Education Division ofThe Investment Funds Institute of Canada and named the "Officers', Partners' and Directors' Course" on the effective date, everypredecessor to that course and every successor to that course that does not narrow the scope of the significant subject matter ofthe course;

"Partners', Directors' and Senior Officers' Qualifying Examination" means the examination prepared and conducted by the CanadianSecurities Institute and so named on the effective date, every predecessor to that examination and every successor to thatexamination that does not narrow the scope of the significant subject matter of the examination; and

"scholarship plan dealers' course" means a course designated by the Commission as a scholarship plan dealers' course that providesinstruction about scholarship plans and their securities that is relevant to a person engaged in trading in the securities of scholarshipplans.

1.2 Time Limits on Completion of Courses and Previous Registrations

(1) For the purposes of satisfying Parts 2 and 3, except subsection 2.1(2), an applicant for registration or reinstatement ofregistration must have completed a specified course or examination not more than five years before the date of the applicant'sapplication for registration or reinstatement of registration, or have been previously registered in the relevant category for 48 of the60 months immediately before the date of the applicant's application for registration or reinstatement of registration.

(2) Despite subsection (1), if a person or company completes a specified course or examination for which another specified courseor examination is a prerequisite, the specified course or examination that is the prerequisite need not have been completed duringthe five-year period referred to in subsection (1).

PART 2 PROFICIENCY REQUIREMENTS FOR DEALERS

2.1 Salespersons of Brokers, Investment Dealers and Securities Dealers

(1) An individual shall not be granted registration as a salesperson of a broker, investment dealer or securities dealer unless theindividual has

(a) been granted registration previously as a salesperson, partner or officer of a broker or investment dealer or as a broker orinvestment dealer;

(b) been granted registration after the effective date as a salesperson, partner or officer of a securities dealer or as a securitiesdealer;

(i) the Canadian Securities Course, and

(ii) the conduct and practices examination or the Partners', Directors' and Senior Officers' Qualifying Examination; or

(d) been granted registration by his or her principal regulator, as that term is defined in National Instrument 31-101 NationalRegistration System, and that registration has not been suspended or terminated.

(2) A registration as a salesperson of a broker, investment dealer or securities dealer granted after the effective date is suspended30 months after the date the registration was granted, despite any renewals in the interim, unless the salesperson has

(a) completed the Canadian Financial Planning Course or the first year of the Canadian Investment Management Course before theregistration was granted; or

(b) before the end of the 30 month period

(i) completed the Canadian Financial Planning Course or the first year of the Canadian Investment Management Course, and

(ii) delivered a notice to the Director in the form required by Rule 33-503 Notification of Change of Registration Information.

(3) Despite subsection (1) an individual that does not meet the requirements for registration set out in that subsection may begranted registration as a salesperson of a broker, investment dealer or securities dealer if

(a) the registration is restricted to the sale of mutual fund securities; and

(b) the individual has

(i) been granted registration previously as a salesperson, partner or officer of a mutual fund dealer or as a mutual fund dealer; or

(ii) completed any one of the Canadian Securities Course, Canadian Investment Funds Course or Investment Funds in CanadaCourse.

(4) Subsection (2) does not apply to a salesperson granted registration restricted to the sale of mutual fund securities.

2.2 Salespersons of Mutual Fund Dealers - An individual shall not be granted registration as a salesperson of a mutual funddealer unless the individual has

(a) been granted registration previously as a salesperson, partner or officer of a broker, investment dealer, securities dealer ormutual fund dealer or as a broker, investment dealer, securities dealer or mutual fund dealer; or

(b) completed any one of the Canadian Securities Course, Canadian Investment Funds Course or Investment Funds in CanadaCourse.

2.3 Salespersons of Scholarship Plan Dealers - An individual shall not be granted registration as a salesperson of a scholarshipplan dealer unless the individual has

(a) been granted registration previously as a salesperson of a scholarship plan dealer; or

(b) completed a scholarship plan dealers' course.

2.4 Brokers, Investment Dealers, Securities Dealers and their Partners, Officers, Branch Managers and ComplianceOfficers

(1) An individual shall not be granted registration as a broker, investment dealer or securities dealer or as a partner or officer of abroker, investment dealer or securities dealer or designated under section 1.3 of Rule 31-505 Conditions of Registration unless theindividual has

(a) been granted registration previously as a partner or officer of a broker or investment dealer or as a broker or investment dealer;

(b) been granted registration after the effective date as a partner or officer of a securities dealer or as a securities dealer;

(c) completed the Canadian Securities Course and the Partners', Directors' and Senior Officers' Qualifying Examination; or

(2) An individual shall not be designated under section 1.4 of Rule 31-505 Conditions of Registration by a broker, investmentdealer or securities dealer unless the individual has completed

(a) the Canadian Securities Course and the Canadian Branch Managers Qualifying Examination; and

(b) either the conduct and practices examination or the Partners', Directors' and Senior Officers' Qualifying Examination.

(3) Despite subsection (2) an individual that does not meet the requirements for designation under section 1.4 of Rule 31-505Conditions of Registration set out in that subsection may be so designated if the designation is restricted to being a branch managerfor the purpose of opening new accounts by salespersons whose registration is restricted to the sale of mutual fund securities,supervising trades made for or with each client by salespersons whose registration is restricted to the sale of mutual fund securities,and supervising advice provided to each client by salespersons whose registration is restricted to the sale of mutual fund securities.

2.5 Mutual Fund Dealers and their Partners, Officers, Branch Managers and Compliance Officers

(1) An individual shall not be granted registration as a mutual fund dealer or as a partner or officer of a mutual fund dealer ordesignated under section 1.3 of Rule 31-505 Conditions of Registration by a mutual fund dealer unless the individual has

(a) been granted registration previously as a partner or officer of a broker, investment dealer, securities dealer or mutual fund dealeror as a broker, investment dealer, securities dealer or mutual fund dealer; or

(b) completed

(i) any one of the Canadian Securities Course, Canadian Investment Funds Course or Investment Funds in Canada Course, and

(ii) either the Partners', Directors' and Senior Officers' Qualifying Examination or the Mutual Fund Officers', Partners' andDirectors' Course.

(2) An individual shall not be designated under section 1.4 of Rule 31-505 Conditions of Registration by a mutual fund dealer unlessthe individual has

(b) completed

(i) any one of the Canadian Securities Course, Canadian Investment Funds Course or Investment Funds in Canada Course, and

(ii) any one of the Canadian Branch Managers Qualifying Examination, the Mutual Fund Branch Managers' Course or BranchCompliance Officer Course.

2.6 Trading in LSIF Securities by Mutual Fund Dealers

(1) A mutual fund dealer shall not trade in the securities of an LSIF unless

(a) the trade is made through one of its registered salespersons, partners or officers who satisfies the proficiency requirements insubsection (2);

(b) the mutual fund dealer has delivered a notice to the Director stating the names of each of its registered salespersons, partnersand officers who will be trading in the securities of an LSIF and the date on which the applicable course referred to in subsection(2) was completed by each individual; and

(c) on renewal of registration, the mutual fund dealer delivers a notice to the Director stating the names of each of its registeredsalespersons, partners and officers who will be trading in the securities of an LSIF and the date on which the applicable course wascompleted by each individual.

(2) A registered salesperson, partner or officer of a mutual fund dealer shall not trade in the securities of an LSIF on behalf of amutual fund dealer unless the salesperson, partner or officer has completed

(a) an LSIF course;

(b) the Canadian Securities Course on or after October 25, 1993; or

(c) the Canadian Securities Course before October 25, 1993 and has been registered and employed as a registrant for 48 of the 60months immediately before the trade.

PART 3 PROFICIENCY REQUIREMENTS FOR ADVISERS

3.1 Securities Advisers and their Partners, Officers, Branch Managers and Compliance Officers

(1) An individual shall not be granted registration as a securities adviser or a partner or officer of a securities adviser unless theindividual has

(a) been granted registration previously as a partner or officer of a securities adviser, investment counsel or portfolio manager, otherthan in reliance on section 3.3 or under a registration subject to terms and conditions requiring the individual's advising activities tobe supervised, or as a securities adviser, investment counsel or portfolio manager;

(b) completed the Canadian Securities Course and Canadian Investment Management Course and established that the individualperformed research involving the financial analysis of investments for at least five years under the supervision of a registered adviser;or

(c) been granted registration by his or her principal regulator, as that term is defined in National Instrument 31-101 NationalRegistration System, and that registration has not been suspended or terminated.

(2) An individual shall not be designated under section 1.3 or 1.4 of Rule 31-505 Conditions of Registration by a securities adviserunless the individual has been granted registration previously as a partner or officer of a securities adviser, investment counsel orportfolio manager, other than in reliance on section 3.3 or under a registration subject to terms and conditions requiring theindividual's advising activities to be supervised, or as a securities adviser, investment counsel or portfolio manager.

3.2 Investment Counsel and Portfolio Managers and their Partners, Officers, Branch Managers and ComplianceOfficers

(1) An individual shall not be granted registration as an investment counsel or portfolio manager or as a partner or officer of aninvestment counsel or portfolio manager unless the individual

(a) has been granted registration previously as a partner or officer of an investment counsel or portfolio manager or as an investmentcounsel or portfolio manager;

(b) has

(i) completed the Canadian Securities Course and the Canadian Investment Management Course,

(ii) completed the first year of the Chartered Financial Analyst Examination Program, and

(iii) established that the individual has been employed for five years performing research involving the financial analysis ofinvestments, and three of the five years have been under the supervision of a registered adviser having the responsibility for themanagement or supervision of investment portfolios having an aggregate value of not less than $1,000,000; or

(2) An individual shall not be designated under section 1.3 or 1.4 of Rule 31-505 Conditions of Registration by an investmentcounsel or portfolio manager unless the individual has been granted registration previously as a partner or officer of an investmentcounsel or portfolio manager, other than in reliance on section 3.3 or under a registration subject to terms and conditions requiringthe individual's advising activities to be supervised, or as an investment counsel or portfolio manager.

3.3 Junior Partners and Officers of Investment Counsel and Portfolio Managers

(1) An individual may be granted registration as a partner or officer of an investment counsel or portfolio manager if the individualhas

(a) completed the Canadian Securities Course and either the first part of the Canadian Investment Management Course or the firstyear of the Chartered Financial Analyst Examination Program; and

(b) been employed for six months performing research involving the financial analysis of investments.

(2) If an individual referred to in subsection (1) is registered as a partner or officer of an investment counsel or portfolio manager,the individual shall not give advice unless the advice has been approved by a registered partner or officer of the investment counselor portfolio manager that employs the individual, other than a partner or officer that is registered in reliance on this section.

(3) A supervising partner or officer described in subsection (2) shall be employed at the same location as the partner or officerwhose advice must be approved.

PART 4 EXEMPTION

4.1 Exemption - The Director may grant an exemption to this Rule, in whole or in part, subject to such conditions or restrictions asmay be imposed in the exemption.

ONTARIO SECURITIES COMMISSION RULE 31-502

PROFICIENCY REQUIREMENTS FOR REGISTRANTS

TABLE OF CONTENTS

PART 1 DEFINITIONS AND INTERPRETATION

1.1 Definitions

1.2 Time Limits on Completion of Courses and Previous Registrations

PART 2 PROFICIENCY REQUIREMENTS FOR DEALERS

2.1 Salespersons of Brokers, Investment Dealers and Securities Dealers

2.2 Salespersons of Mutual Fund Dealers

2.3 Salespersons of Scholarship Plan Dealers

2.4 Brokers, Investment Dealers, Securities Dealers and their Partners, Officers, Branch Managers and Compliance Officers

2.5 Mutual Fund Dealers and their Partners, Officers, Branch Managers and Compliance Officers

2.6 Trading in LSIF Securities by Mutual Fund Dealers

PART 3 PROFICIENCY REQUIREMENTS FOR ADVISERS

3.1 Securities Advisers and their Partners, Officers, Branch Managers and Compliance Officers

3.2 Investment Counsel and Portfolio Managers and their Partners, Officers, Branch Managers and Compliance Officers

3.3 Junior Partners and Officers of Investment Counsel and Portfolio Managers

PART 4 EXEMPTION

4.1 Exemption