TD Investment Services Inc. -- NI 31-103

Headnote

The applicant and other MFDA members are temporarily exempted from the requirement in section 14.2(1) of National Instrument 31-103 Registration Requirements and Exemptions to provide relationship disclosure information.

IN THE MATTER OF

NATIONAL INSTRUMENT 31-103

REGISTRATION REQUIREMENTS AND EXEMPTIONS

AND

TD INVESTMENT SERVICES INC. (the "Lead Filer")

AND MFDA MEMBERS FIRMS REGISTERED

AS OF THE DATE OF THIS DECISION

DECISION

Interpretation

1. Unless otherwise defined in this decision or the context otherwise requires, terms used in this decision that are defined in National Instrument 31-103 Registration Requirements and Exemptions (NI 31-103) or National Instrument 14-101 Definitions have the same meaning.

Background

2. Under section 14.2(1) [Relationship disclosure information] of NI 31-103, a registered firm must deliver to a client all information that a reasonable investor would consider important about the client's relationship with the registrant.

3. Pursuant to section 16.14 of NI 31-103, section 14.2(1) of NI 31-103 does not apply until September 28, 2010 to a registered firm that was a registrant on September 28, 2009.

4. The Mutual Fund Dealers Association of Canada ("MFDA") is currently finalizing its proposal on relationship disclosure information ("MFDA CRM proposal"), published on July 26, 2010 in MFDA Bulletin 0444-P - Proposed amendments to MFDA Rule 2.2 (Client accounts), Policy No. 2 Minimum Standards for account supervision, Rule 2.8 (Client communications) and Rules 5.3 (Client reporting).

5. The purpose of the MFDA CRM proposal is to set out detailed requirements to assist registered firms who are MFDA members to comply with the general principle in section 14.2(1) of NI 31-103.

6. It is anticipated that the MFDA CRM proposal will be finalized and come into force within one year, but not by September 28, 2010.

Application

7. The Lead Filer has applied to the Director, under section 15.1 of NI 31-103, for exemptions for itself and each registered firm that is a member of MFDA as of the date of this decision from paragraph 14.2(1) of NI 31-103, subject to the conditions and restrictions set out in this decision.

8. The Lead Filer represents that if it is required to comply with section 14.2(1) of NI 31-103 on September 28, 2010, it will be required to prepare detailed relationship disclosure information and may incur significant costs changing their relationship disclosure communications when the MFDA CRM proposal comes into force.

9. The Lead Filer further represents that since the MFDA CRM proposal is likely to come into force within one year, the cost that it will incur by having to comply with section 14.2(1) of NI 31-103 on September 28, 2010 is not justified.

Decision

10. Section 14.2(1) of NI 31-103 does not apply to the Lead Filer and each registered firm that is a member of MFDA as of the date of this decision until the earlier of September 28, 2011 or the date on which the MFDA CRM proposal comes into force.

11. This order comes into effect on September 28, 2010.

September 9, 2010