Common use of AGREED FACTS Registration History Clause in Contracts

AGREED FACTS Registration History. 7. Commencing in 2014, the Respondent was registered in British Columbia in the securities industry. 8. From February 27, 2019 to November 17, 2020, the Respondent was registered in British Columbia as a dealing representative with TD Investment Services Inc. (the “Member”), a Member of the MFDA. 9. On November 17, 2020, the Member terminated the Respondent as a result of the conduct described herein, and he is not currently registered in the securities industry in any capacity. 10. At all material times, the Respondent conducted business in the Chilliwack, British Columbia area. Signing a Client’s Signature‌‌ 11. At all material times, the Member’s policies and procedures prohibited the falsification of any account information, record or documentation in any way, including signing or initialing documents on behalf of a client. 12. From October 20, 2020 and October 22, 2020, the Respondent signed a client’s signature on 4 Transaction and Account Maintenance Forms and submitted the forms to the Member for processing. 13. On October 9, 2020, the Respondent submitted 3 Transaction and Account Maintenance forms to the Member for processing. The Respondent’s branch manager discovered inconsistencies in the information recorded on the forms and asked the Respondent to clarify the inconsistencies with the client. 14. From October 20 to October 22, 2020, the Respondent then submitted the 4 new Transaction and Account Maintenance forms described above. The branch manager reviewed the signatures on these forms and noted that the client signatures were different than the client signatures found on the Transaction and Account Maintenance forms that were previously submitted by the Respondent described in paragraph 13. The branch manager contacted the client who confirmed that that he did not sign the account forms. 15. The Member confirmed that the transactions were authorized, and the client re-signed the account forms in question. 16. The Member completed a review of the Respondent’s trading activity from October 2019 to October 2020, and no additional instances where the Respondent signed client signatures were identified. 17. There is no evidence that the Respondent received any financial benefit from the conduct set out above beyond any commissions and fees to which he would ordinarily have been entitled had the transactions been carried out in the proper manner. 18. There is no evidence of client loss or complaint. The transactions processed by the Respondent using the account forms described above were authorized by the client. 19. The Respondent has not previously been the subject of MFDA disciplinary proceedings. 20. The Respondent states that during the material time of the contravention his spouse had a serious illness, and as a result of stress that the Respondent was experiencing during this time he exercised poor judgment when he signed the client’s signature on the account forms as described above. 21. The Respondent is currently 64 years of age, is retired, and states that he has no intention of working in the financial services industry in the future. 22. By entering into this Settlement Agreement, the Respondent has saved the MFDA the time, resources, and expenses associated with conducting a full hearing on the allegations.

AGREED FACTS Registration History. 6. The Respondent is registered as a mutual fund dealer in the provinces of British Columbia and Ontario. 7. Commencing in 2014The Respondent has been a Member of the MFDA since July 5, the Respondent was registered in British Columbia in the securities industry2002. 8. From February 27The Respondent’s head office is located at 000 Xxxxxxx Xxxxxx, 2019 to November 17Suite 201, 2020Markham, Ontario (the “Head Office”). Currently, the Respondent was registered in British Columbia as a dealing representative with TD Investment Services Inc. (the “Member”), a Member of the MFDAmaintains 3 branches and 12 sub-branches. 9. On November 17Commencing on March 18, 20202013, the Member terminated MFDA Compliance Staff conducted a compliance examination of the Respondent as a result in order to assess the Respondent’s compliance with MFDA By- laws, Rules and Policies during the period of March 1, 2010 to January 31, 2013 (the conduct described herein, and he is not currently registered in the securities industry in any capacity“2013 Examination”). 10. At all material times, The results of the 2013 Examination were summarized and delivered to the Respondent conducted business in a report dated August 2, 2013 (the Chilliwack, British Columbia area. Signing a Client’s Signature‌‌“2013 Report”). 11. At all material times, The 2013 Report identified a number of compliance deficiencies including but not limited to the Memberfailure to respond to Staff’s request for information; the failure to effectively discharge its supervisory obligations; the failure to conduct a historical leveraging review; and the failure to update its policies and procedures prohibited the falsification of any account information, record or documentation in any way, including signing or initialing documents on behalf of a clientprocedures. 12. From October 20During the 2013 Examination, 2020 and October 22, 2020, MFDA Compliance Staff identified that the Respondent signed a client’s signature on 4 Transaction had repeatedly failed to respond at all, or had provided untimely, incomplete or inadequate responses, to numerous requests by Staff for documents, information and Account Maintenance Forms clarification during the course of the Third and submitted Fourth Round Compliance Examinations of the forms to the Member for processingRespondent conducted by Staff. 13. On October 9During the 2013 Examination, 2020, MFDA Compliance Staff identified that the Respondent submitted 3 Transaction and Account Maintenance forms had failed to implement a supervisory structure for the Member for processing. The Respondent’s branch manager discovered inconsistencies in the information recorded on the forms and asked the Respondent to clarify the inconsistencies , compliant with the clientrequirements set out in MFDA Policies No. 2 and 5, and had failed to effectively discharge the supervisory obligations prescribed by MFDA Rule 2.5. 14. From October 20 Among other things, Staff was concerned that: i. there was or had only been one tier of trade supervision in relation to October 22the approximately 40 Approved Persons reporting directly to the Respondent’s head office; ii. there was or had only been one tier of trade supervision for all leveraged trades made by Approved Persons, 2020notwithstanding the Respondent’s large proportion of leveraged assets under administration (“AUA”) to total AUA1, the Respondent then submitted the 4 new Transaction and Account Maintenance forms described above. The branch manager reviewed the signatures on these forms and noted that the client signatures were different than the client signatures found on the Transaction and Account Maintenance forms that were previously submitted by the Respondent described in paragraph 13. The branch manager contacted the client who confirmed that that he did not sign the account forms. 15. The Member confirmed that the transactions were authorizedhigher level of risk associated with leveraged trades, and the client re-signed fact that MFDA Policy No. 2 required all leveraged trades to be reviewed at both the account forms in question.branch office and head office level; 16iii. The Member completed a review of the two designated branch managers (“BMs”) registered with the Respondent’s trading activity from October 2019 British Columbia branch did not have complete access to October 2020client portfolio information or access to client documents and information pre-dating September 2012 (the date the branch was established) when performing supervisory responsibilities, and no additional instances where including trade supervision; iv. LT, one of the Respondent signed client signatures were identified. 17. There is no evidence that the Respondent received any financial benefit from the conduct set out above beyond any commissions and fees to which he would ordinarily have been entitled had the transactions been carried out two BMs in the proper manner. 18. There is no evidence British Columbia branch did not have the requisite BM experience requirements prescribed by MFDA Rule 2.5.5(c); v. until at least November 2013, the Respondent’s monthly and quarterly trend analysis reporting and review was inadequate or non-existent, contrary to the requirements of client loss or complaint. The transactions processed by the Respondent using the account forms described above were authorized by the client. 19. The Respondent has not previously been the subject section 6 of MFDA disciplinary proceedings. 20Policy No. The Respondent states that during the material time of the contravention his spouse had a serious illness, and as a result of stress that the Respondent was experiencing during this time he exercised poor judgment when he signed the client’s signature on the account forms as described above. 21. The Respondent is currently 64 years of age, is retired, and states that he has no intention of working in the financial services industry in the future. 22. By entering into this Settlement Agreement, the Respondent has saved the MFDA the time, resources, and expenses associated with conducting a full hearing on the allegations.2;

AGREED FACTS Registration History. 76. Commencing in 2014From August 1998 to March 2003, the Respondent was registered in British Columbia in Ontario as a mutual funds salesperson (now known as a dealing representative) with Investors Group Financial Services Inc. (“Investors Group”). Investors Group became a Member of the securities industryMFDA on February 8, 2002. 87. From February 27, 2019 March 2003 to November 171, 20202015, the Respondent was registered in British Columbia Ontario as a dealing representative mutual fund salesperson with TD Investment Services FundEX Investments Inc. or a predecessor company (the “MemberFundEX”), a Member of the MFDA. 98. On November 17, 2020, the Member terminated the The Respondent as a result of the conduct described herein, and he is not currently registered in the securities industry in any capacity. 109. At all material times, times the Respondent conducted business in Whitby, Ontario. 10. Between January 2011 and December 2013, client CG was a FundEX client whose investment accounts were serviced by the Chilliwack, British Columbia area. Signing a Client’s Signature‌‌Respondent. 11. At all material times, the MemberFundEX’s policies and procedures prohibited the falsification required its Approved Persons to ensure that any “advertisement” or “marketing piece” sent to clients did not contain untrue, false or misleading statements, or unjustified promises of any account information, record specific investment performance or documentation in any way, including signing or initialing documents on behalf of a clientresults. 12. From October 20, 2020 and October 22, 2020, FundEX also required its Approved Persons to obtain the Respondent signed a client’s signature on 4 Transaction and Account Maintenance Forms and submitted the forms approval of an individual designated by FundEX as being responsible for sales communications prior to the Member for processing.providing an “advertisement” or “marketing piece” to clients or other individuals 13. On October 9, 2020, The Respondent prepared and sent a number of communications to client CG about precious metals sector funds (the Respondent submitted 3 Transaction and Account Maintenance forms to the Member for processing. The Respondent’s branch manager discovered inconsistencies in the information recorded on the forms and asked the Respondent to clarify the inconsistencies with the client“Communications”). 14. From October 20 to October 22, 2020, the Respondent then submitted the 4 new Transaction and Account Maintenance forms described above. The branch manager reviewed the signatures on these forms and noted that the client signatures were different than the client signatures found on the Transaction and Account Maintenance forms that were previously submitted by the Respondent described in paragraph 13. The branch manager contacted the client who confirmed that that he did not sign the account forms. 15. The Member confirmed that the transactions were authorized, and the client re-signed the account forms in question. 16. The Member completed a review of the Respondent’s trading activity from October 2019 to October 2020, and no additional instances where the Respondent signed client signatures were identified. 17. There is no evidence that the Respondent received any financial benefit from the conduct set out above beyond any commissions and fees to which he would ordinarily have been entitled had the transactions been carried out in the proper manner. 18. There is no evidence of client loss or complaint. The transactions processed by the Respondent using the account forms described above were authorized by the client. 19. The Respondent has not previously been the subject of MFDA disciplinary proceedings. 20. The Respondent states that during the material time Communications were prepared on the basis of her own research and review of analysts’ reports. 15. One of the contravention his spouse had a serious illness, and as a result of stress that Communications sent by the Respondent was experiencing during this time he exercised poor judgment when he signed a MS PowerPoint presentation dated January 2011 titled “A look at the client’s signature on stock market 2008 and beyond” which discussed a proposed investment strategy and stated, among other things: • “Gold is expected to reach $2500 an ounce, by 2013” • Under the account forms heading ‘market expectations’, the presentation indicated as described abovefollows: “Bull Market to commence late 2013 to 2015 and continue until 2020” • Under the heading ‘end results’, indicated as follows: “2012 move all into cash and Gold. We’re protected. Now wait” • “Precious Metals ( Gold, etc.) Funds, fell to $2.62 in November 2008 and rose to $5.36 six months later. Again, over 100% return. Will we see these opportunities again? Absolutely” 2116. The Respondent is currently 64 years did not seek, nor did she obtain, approval from an individual designated by FundEX as being responsible for sales communications prior to sending the Communication in paragraph 15 to client CG. 17. The Respondent also sent the following emails to client CG, which were “client communications” within the meaning of ageMFDA Rule 2.8.1: a) an email dated February 3, is retired2011 which discussed expected market conditions generally and made recommendations as to how best to plan for them, and states that he has no intention which stated, among other things: “I am also, at some point this year, going to switch into GOLD. Gold hit its high early January, at $1440/ounce. It is in a correction now, and will go down to 1000/ounce sometime this year. Then, it will go up, sometime in 2011 to 2012, to $2500/ounce. This is a HUGE opportunity for you to make gains. Gold does well in times of working in the financial services industry in the future. 22market panic and inflation which we will definitely have. By entering into this Settlement Agreement[…] The next few years are going to be exciting, shocking, and most definitely, the Respondent has saved opportunity of a lifetime. I will do all I can, to ensure you AT LEAST, double your portfolio values. This is my goal. I also attach my presentation for you, to get a better understanding of the MFDA the time, resources, and expenses associated with conducting a full hearing on the allegationsmarkets 2008-2014. Please call me if you have any questions.”

AGREED FACTS Registration History. 7. Commencing in 2014Between 1984 and August 27, 2015, the Respondent was registered in British Columbia in the securities industry. 8. From February 27, 2019 to November 17, 2020, the Respondent was registered in British Columbia Ontario as a dealing representative mutual fund salesperson (now known as a Dealing Representative) with TD Quadrus Investment Services Inc. Ltd. (the “MemberQuadrus”), a Member of the MFDA. 98. On November 17August 27, 20202015, the Member Quadrus terminated its relationship with the Respondent as a result of the conduct described herein, and he misconduct set out in this Settlement Agreement. 9. The Respondent is not currently registered in the securities industry in any capacity. 10. At all material times, the Respondent conducted business in the ChilliwackGoderich, British Columbia Ontario area. Signing a Client’s Signature‌‌. 11. At all material times, the Member’s Quadrus’ policies and procedures prohibited the falsification of any account information, record or documentation in any wayRepresentatives, including signing the Respondent, from entering directly into referral arrangements. Only Quadrus could enter into a referral arrangement with a person or initialing documents on behalf of a clientcompany. 12. From October 20, 2020 and October 22, 2020In or around 2011, the Respondent signed entered into a client’s signature on 4 Transaction and Account Maintenance Forms and submitted referral arrangement with Xxxx & Associates Mortgage Brokers (“MAMB”) who offered syndicated mortgage products to investors, which provided that the forms Respondent would refer individuals to MAMB in return for referral fees equal to 4% of the Member for processingmonies that the individuals referred by Respondent invested in syndicated mortgage products (the “Referral Arrangement”). 13. On October 9The Respondent solicited investors for MAMB’s syndicated mortgage products, 2020including by introducing prospective investors to the opportunity to invest with MAMB, and by advertising about the syndicated mortgage products on a poster containing contact information for both the Respondent submitted 3 Transaction and Account Maintenance forms MAMB displayed at a local golf club from July 11, 2015 to the Member for processing. The Respondent’s branch manager discovered inconsistencies in the information recorded on the forms and asked the Respondent to clarify the inconsistencies with the clientJuly 25, 2015. 14. From October 20 to October 22Between January 2011 and July, 20202015, the Respondent then submitted the 4 new Transaction referred at least 8 clients and Account Maintenance forms described above. The branch manager reviewed the signatures on these forms and noted that the client signatures were different than the client signatures found on the Transaction and Account Maintenance forms that were previously submitted by the Respondent described in paragraph 13. The branch manager contacted the client who confirmed that that he did not sign the account forms12 individuals to MAMB. 15. The Member confirmed that Pursuant to the transactions were authorizedReferral Arrangement, and MAMB paid the client re-signed the account forms Respondent directly at least $10,400 in questionreferral fees. 16. The Member Respondent did not disclose to Xxxxxxx that he was making referrals to MAMB. 17. Xxxxxxx had not entered into a referral arrangement with MAMB and had no knowledge of the Referral Arrangement until notified by MFDA Staff in July 2015 (as set out below at paragraph 18). 18. On or about July 22, 2015, Xxxxx received a complaint regarding the Referral Arrangement. MFDA Staff notified Quadrus, which commenced its investigation. 19. Xxxxxxx also completed a review of the Respondent’s trading activity from October 2019 to October 2020, and no additional instances where all client files serviced by the Respondent signed client signatures were identifiedand sent letters to all clients serviced by the Respondent in order to determine whether the Respondent had engaged in any further misconduct. No clients raised any concerns with Xxxxxxx. 17. There is no evidence that the Respondent received any financial benefit from the conduct set out above beyond any commissions and fees to which he would ordinarily have been entitled had the transactions been carried out in the proper manner. 1820. There is no evidence of any client loss or complaint. The transactions processed by the Respondent using the account forms described above were authorized by the clientloss. 1921. The Respondent has not previously been the subject of MFDA disciplinary proceedings. 20. The Respondent states that during the material time of the contravention his spouse had a serious illness, and as a result of stress that the Respondent was experiencing during this time he exercised poor judgment when he signed the client’s signature on the account forms as described above. 21. The Respondent is currently 64 years of age, is retired, and states that he has no intention of working in the financial services industry in the future. 22. By entering into this Settlement Agreement, the Respondent has saved the MFDA the time, resources, and expenses associated with conducting conducing a full hearing on of the allegations.

AGREED FACTS Registration History. 76. Commencing in From December 14, 2009 to February 19, 2014, the Respondent was registered in British Columbia in the securities industry. 8. From February 27, 2019 to November 17, 2020, the Respondent was registered in Alberta and British Columbia as a mutual fund dealing representative with TD Investment Investors Group Financial Services Inc. (the “MemberIG”), a Member of the MFDA. 97. On November 17, 2020At all material times, the Member terminated Respondent conducted business in the Calgary, Alberta area. 8. The Respondent as a result of the conduct described herein, and he is not currently registered in the securities industry in any capacity. 10. At all material times, the Respondent conducted business in the Chilliwack, British Columbia area. Signing a Client’s Signature‌‌ 11. At all material times, the Member’s policies and procedures prohibited the falsification of any account information, record or documentation in any way, including signing or initialing documents on behalf of a client. 12. From October 20, 2020 and October 22, 2020, the Respondent signed a client’s signature on 4 Transaction and Account Maintenance Forms and submitted the forms to the Member for processing. 13. On October 9, 2020, the Respondent submitted 3 Transaction and Account Maintenance forms to the Member for processing. The Respondent’s branch manager discovered inconsistencies in the information recorded on the forms and asked the Respondent to clarify the inconsistencies with the client. 14. From October 20 to October 22, 2020, the Respondent then submitted the 4 new Transaction and Account Maintenance forms described above. The branch manager reviewed the signatures on these forms and noted that the client signatures were different than the client signatures found on the Transaction and Account Maintenance forms that were previously submitted by the Respondent described in paragraph 13. The branch manager contacted the client who confirmed that that he did not sign the account forms. 15. The Member confirmed that the transactions were authorized, and the client re-signed the account forms in question. 16. The Member completed a review of the Respondent’s trading activity from October 2019 to October 2020, and no additional instances where the Respondent signed client signatures were identified. 17. There is no evidence that the Respondent received any financial benefit from the conduct set out above beyond any commissions and fees to which he would ordinarily have been entitled had the transactions been carried out in the proper manner. 18. There is no evidence of client loss or complaint. The transactions processed by the Respondent using the account forms described above were authorized by the client. 19. The Respondent has not previously been the subject of MFDA disciplinary proceedings. 10. At all material times, the policies and procedures maintained by IG prohibited Approved Persons from falsifying client signatures and client meeting notes. 11. At all material times, the policies and procedures maintained by IG prohibited Approved Persons from obtaining and possessing blank or partially complete pre-signed account forms. 12. On or about March 24, 2011, the Respondent met with clients MM and KM to discuss the transfer of a number of the clients’ accounts from other financial institutions to IG. Included among the transferred accounts were a spousal RSP of KM, a Locked-In Retirement Account (“LIRA”) of MM, and two joint RESP accounts for the two children of MM and KM. 13. During the March 24, 2011 meeting, the Respondent failed to inform clients MM and KM that the investments that he recommended they purchase in their registered accounts at IG would be purchased subject to deferred sales charges (“DSC”) that would be payable upon redemption of units of any of those funds prior to the expiry of applicable DSC schedules. 14. Sometime after March 24, 2011, the Respondent became aware that he had missed client KM’s signature on a transfer authorization form pertaining to the spousal RSP that was held in client KM’s name, as well as the signatures of clients MM and KM on a transfer authorization form pertaining to the RESPs for their children. The Respondent falsified client KM’s signature on the spousal RSP transfer authorization form, which was dated March 24, 2011. The Respondent also falsified the signatures of both clients MM and KM on the RESP transfer authorization form which was also dated March 24, 2011. The Respondent submitted both transfer authorization forms to process the transfers. 15. Between March 24, 2011 and May 11, 2011, the transfer of the RESP was rejected. The Respondent completed two new RESP transfer authorization forms and falsified the signatures of clients MM and KM on each form. The forms were dated May 11, 2011 and were submitted by the Respondent to process the transfer of the RESPs to IG. 16. On or about August 7, 2013, client MM inquired about DSC fees that were applicable to his various registered and non-registered accounts. The Respondent subsequently falsified client MM’s signature on a Withdrawal Fees Information Form that provides disclosure to IG clients about the declining sales charges that are payable upon redemption of fund units during the seven year DSC schedule. The Respondent dated the form as having been signed by client MM on March 24, 2011. The Respondent falsified the form in order to give the appearance that he had discussed the DSC fees with client MM when, in fact, he had not. 17. On or about August 7, 2013, the Respondent also altered his client meeting notes in relation to his March 24, 2011 meeting with clients MM and KM. The Respondent falsified part of the March 24, 2011 entry to indicate that client MM had reviewed and signed the Withdrawal Fees Information Form that the Respondent had falsified. By falsifying the client’s signature on the Withdrawal Fees Information Form, the Respondent misrepresented to a reader of the document that he had discussed the DSC fees with client MM when he had not and that client MM had acknowledged that the discussion had occurred when he had not. 18. On or about September 17, 2013, the Respondent met with client JT to open a LIRA at IG. Thereafter, the Respondent realized that he had failed to secure client JT’s signature on three forms. 19. On or about October 10, 2013 the Respondent falsified client JT’s signature on: a) a Prescribed Locked-In Retirement Account Addendum Form; b) an Alberta declaration of Spousal Status Form; and c) a Transfer Account Form. 20. The Respondent states that during submitted the material time of forms to IG to process the contravention his spouse had a serious illness, and as a result of stress that the Respondent was experiencing during this time he exercised poor judgment when he signed the client’s signature on the account forms as described aboveLIRA transfer. 21. The On or about October 10, 2013, the Respondent is currently 64 years of agealso altered his September 17, is retired, and states that he has no intention of working 2013 client meeting notes in relation to client JT by falsely representing in the financial services industry in notes that client XX had signed the futurethree above noted forms when she had not. 22. By entering into The Respondent met with clients NC and AD on December 12, 2013 in order to facilitate the transfer of their registered accounts from the clients’ previous financial institutions to IG, and to complete an application for an investment loan of $100,000 as part of a leverage strategy. 23. During the December 12, 2013 meeting, clients NC and AD applied for an investment loan through Solutions Banking (“Solutions”). Clients NC and AD also signed a blank Loan Investment Instruction Form during this Settlement Agreementmeeting. 24. On December 24, 2013, the Respondent has saved emailed client AD to advise him that the MFDA investment loan had been approved and that the timefunds would be available from the lender on December 30, resources2013. 25. At approximately 11:00 a.m. on December 27, and expenses 2013, the Respondent was informed by a representative at Solutions that Solutions would release the funds associated with conducting the loan as soon as Solutions received a full hearing copy of the investment loan application containing initials of the clients to acknowledge changes that had been made to the original application form to accurately record client NC’s passport and social insurance numbers and the interest rate that applicable to the loan which had been reduced from 3.75% to 3.5% 26. The Respondent informed the Solutions representative that one of the clients would be coming in to initial the forms later that day and asked Solutions to release the borrowed money on December 27, 2013. 27. At approximately 12:30 p.m. on December 27, 2013, the Respondent re-submitted the investment loan application form to Solutions with falsified initials of client AD purporting to acknowledge the changes to client NC’s passport and social insurance numbers and the change in the interest rate of the investment loan. 28. The Respondent had not met with client AD on December 27, 2013 and client AD had not initialed the investment loan application form. The Respondent falsified the initials and submitted the investment loan application to Solutions in order to facilitate the immediate release of the borrowed money on December 27, 2013. 29. On December 31, 2013, the Respondent invested the proceeds of the loan as follows: Investors Fixed Income Flex Portfolio $10,000 Investors Real Property $10,000 Investors Dividend $15,000 Investors Canadian Small Cap Growth $10,000 Investors U.S. Opportunities $15,000 IG Xxxxxxxx Xxxxxxx Canadian Equity $15,000 Investors International Small Cap $15,000 XX Xxxxxxxxx Xxx Foreign Equity $10,000 30. The Respondent determined: a) which funds should be purchased; b) the amount of each fund that should be purchased; and c) the timing of each purchase transaction, without discussing any of these elements of the trades with the clients NC and AD. 31. Without the knowledge or approval of clients NC and AD, the Respondent completed the blank pre-signed Loan Investment Instruction Form that clients NC and AD had signed during the December 12, 2013 meeting. The Respondent used the form to facilitate the processing of unauthorized discretionary trades in the accounts of clients NC and AD in order to implement the leveraged investment strategy. 32. Seven of the eight mutual funds that the Respondent purchased on behalf of AD and NC were purchased subject to DSC fees. The Respondent did not explain to clients NC and AD that they might be required to pay a DSC fee on the allegationssubsequent sale of the units of the funds, prior to the expiration of the DSC fee schedule. The Respondent also did not identify the fee schedule that would apply to the DSC funds being purchased as part of the leveraging strategy and he did not warn them of the risk that DSC fees might be applicable in the event that they decided to unwind the leveraging strategy before the expiry of the applicable DSC schedules. 33. On December 31, 2013, client AD was surprised when he was informed by the Respondent that the proceeds from the investment loan had been received by the Respondent and invested without any prior discussion with AD and NC about which mutual funds were being purchased in connection with the implementation of the leveraged investment strategy. 34. On February 4, 2014, client AD emailed the Respondent regarding the transfer of the self-directed RSP that had not yet been transferred to IG from client AD’s previous financial institution. The Respondent informed client AD that he could process the transfer using a blank pre-signed transfer form that the Respondent had obtained from client AD during their meeting on December 12, 2013. The Respondent completed the pre-signed transfer form between February 4 and 12, 2014. Client AD passed away on February 12, 2014. Client AD’s self- directed RSP had not yet been transferred to IG.

AGREED FACTS Registration History. 76. Commencing in 2014Between February 8, 2006 and March 2017, the Respondent was registered in British Columbia in the securities industry. 8. From February 27, 2019 to November 17, 2020, the Respondent was registered in British Columbia Ontario as a mutual fund salesperson (now known as a dealing representative representative) with TD Investment Investia Financial Services Inc. (the “MemberInvestia”), a Member of the MFDA. 97. On November 17Between August 2004 and February 1, 20202006, the Member terminated the Respondent was registered in Ontario as a result mutual fund salesperson with WFG Securities of Canada Inc. (now known as WFG Securities Inc.), a Member of the conduct described hereinMFDA. 8. The Respondent resigned from Investia on March 30, 2017 and he is not currently registered in the securities industry in any capacity. 109. At all material times, the Respondent conducted business in Richmond Hill, Ontario. 10. In or about December 2013, Approved Person HL provided the ChilliwackRespondent with promotional material from Titan Equity Group Ltd. (“Titan”), British Columbia areaa real estate and development company which offered a syndicated mortgage investment (the “Investment”) in a property identified as Britannia Block. Signing a ClientApproved Person HL was the Respondent’s Signature‌‌branch manager. 11. At all material times, the Member’s policies and procedures prohibited the falsification of any account information, record or documentation in any way, including signing or initialing documents on behalf of a client. 12. From October 20, 2020 and October 22, 2020In December 2013, the Respondent signed a client’s signature on 4 Transaction and Account Maintenance Forms and submitted the forms to the Member for processing. 13. On October 9, 2020, the Respondent submitted 3 Transaction and Account Maintenance forms to the Member for processing. The Respondent’s branch manager discovered inconsistencies invested at least $50,000 in the information recorded on the forms and asked the Respondent to clarify the inconsistencies with the client. 14Investment through Approved Person HL. From October 20 to October 22, 2020, the Respondent then submitted the 4 new Transaction and Account Maintenance forms described above. The branch manager reviewed the signatures on these forms and noted that the client signatures were different than the client signatures found on the Transaction and Account Maintenance forms that were previously submitted by the Respondent described in paragraph 13. The branch manager contacted the client who confirmed that that he did not sign the account forms. 15. The Member confirmed that the transactions were authorized, and the client re-signed the account forms in question. 16. The Member completed Approved Person HL received a review referral fee as a result of the Respondent’s trading activity from October 2019 to October 2020, and no additional instances where the Respondent signed client signatures were identified. 17. There is no evidence that the Respondent received any financial benefit from the conduct set out above beyond any commissions and fees to which he would ordinarily have been entitled had the transactions been carried out participation in the proper manner. 18. There is no evidence of client loss or complaint. The transactions processed by the Respondent using the account forms described above were authorized by the client. 19. The Respondent has not previously been the subject of MFDA disciplinary proceedings. 20Investment. The Respondent states that during he was not aware of Approved Person HL’s referral arrangement with Xxxxx. 12. On or about April 11, 2014, the material time Respondent received $2,500 from Approved Person HL’s company, Kirin Capital Corporation (“Kirin”), which represented a portion of the contravention his spouse had a serious illness, and as a result of stress that referral fee received by Approved Person HL arising from the Respondent was experiencing during this time he exercised poor judgment when he signed Respondent’s participation in the client’s signature on the account forms as described above. 21Investment. The Respondent is currently 64 years states that Approved Person HL told him that the $2,500 was a rebate on his investment of age$50,000. 13. The Investment was not an approved product permitted to be offered to investors by Investia’s Approved Persons, is retiredincluding Approved Person HL. The sale of the Investment was not carried on for the account of Investia or through its facilities. 14. The activities of Approved Person HL were subsequently investigated by Investia, and in or about February 2016, Investia required the Approved Persons at the Respondent’s branch to complete an online Questionnaire (the “Questionnaire”), which included the following questions from Investia and corresponding answers provided by the Respondent: Question Response 1. Are you aware of Titan Equity Group Ltd., Kirin Capital Corporation, TREAD Finance Corporation or Sloane Capital Corp.? No 2. Have you solicited or referred Member and/or non- Member clients to invest in Titan Equity Group Ltd., Kirin Capital Corporation TREAD Finance Corporation or Sloane Capital Corp.? No 3. Advise if you were supplied with promotional materials for Titan Equity Group Ltd., Kirin Capital Corporation, TREAD Finance Corporation or Sloane Capital Corp. If yes, please confirm whether you provided these materials to any Member clients, and the names of these clients. No 4. Advise if you maintained copies of the Titan Equity Group Ltd., Kirin Capital Corporation, TREAD Finance Corporation or Sloane Capital Corp. promotional materials provided to you, and if so, if you would provide them to Head Office for review. No 5. Are you aware of any clients or non-clients who invested with Kirin Capital Corporation, TREAD Finance Corporation or Sloane Capital Corp.? No 6. I acknowledge that I have read Investia’s CPPM with respect to the policies and procedures surrounding outside business activities (OBA), referral arrangements and product approvals and have complied with the applicable policies (reference: Chapters 2 and 6). Yes 7. I have fully disclosed any outside business activities and referral arrangements to Head Office and submitted the approval requests to Head Office for the activities that I am involved in. Yes 15. The Respondent’s responses to questions 1, 3 and 4 in the Questionnaire were false and misleading. 16. By providing false answers to the Questionnaire, the Respondent misled Investia during its investigation with respect to Titan and Xxxxx, and the Respondent having received promotional materials from Titan. 17. The Respondent states that he has no intention misunderstood the purpose of working in the financial services industry in the futureQuestionnaire and did not intend to mislead Investia. 22. By entering into this Settlement Agreement, the Respondent has saved the MFDA the time, resources, and expenses associated with conducting a full hearing on the allegations.V. CONTRAVENTIONS

AGREED FACTS Registration History. 6. The Respondent1 has been a Member of the MFDA since April 12, 2002. The Respondent is registered as a mutual fund dealer in all provinces and territories. 7. Commencing in 2014, the The Respondent was registered as a scholarship plan dealer in Ontario, British Columbia in and Quebec. The Respondent ceased registerable activities as a scholarship plan dealer on January 1, 2014 and submitted its surrender of registration as a scholarship plan dealer to the securities industry.Ontario Securities Commission (“OSC”) on September 14, 2015. 1 Previously, named WFG Securities Canada Inc. and Transamerica Securities Inc. 8. From February 27March 18, 2019 2013 to May 10, 2013, Staff conducted a field review and completed the fourth round sales compliance examination of the Respondent’s head office and six branch locations for the period of November 171, 20202010 to January 31, the Respondent was registered in British Columbia as a dealing representative with TD Investment Services Inc. 2013 (the “MemberExamination”), a Member of the MFDA. 9. On November 17Before commencing the Examination, 2020, the Member terminated Staff contacted the Respondent as a result to inquire about the Respondent’s distribution and offering of the conduct described herein, and he is not currently registered in the securities industry in any capacityscholarship plans to clients. 10. At The Respondent informed Staff that all material timesscholarship plans were offered through Heritage Education Funds Inc. (“Heritage”). The Respondent’s Approved Persons completed the Heritage Enrolment Application Form and, following a review by the Respondent’s head office to ensure the form was complete, submitted the form to Heritage for processing and the opening of the plan (the “Heritage Plan”). Nothing was recorded on the Respondent’s back office system. The Respondent conducted business in relied on Heritage for the Chilliwack, British Columbia areaissuance of account statements and confirmations. Signing a Client’s Signature‌‌ 11. At all material times, the MemberThe Respondent’s policies and procedures prohibited did not require the falsification Respondent’s Know-Your-Client (“KYC”) form to be completed for clients opening only Heritage Plans.2 The Respondent did not have any written guidelines with respect to the suitability and affordability of any account information, record or documentation in any way, including signing or initialing documents on behalf the Heritage Plans. 11. The Respondent relied upon Heritage to assess the suitability of a clientthe Heritage Plans. 12. From October 20approximately November 30, 2020 2011 to January 13, 2012, OSC Staff conducted a compliance review of Heritage’s head office and October 22at various branch locations. On June 14, 20202012, OSC Staff issued its 2012 Compliance Report which identified, among others, the Respondent signed a client’s signature on 4 Transaction following deficiencies: (i) Heritage lacked an adequate system of compliance controls and Account Maintenance Forms and submitted the forms to the Member for processing. 13. On October 9, 2020, the Respondent submitted 3 Transaction and Account Maintenance forms to the Member for processing. The Respondent’s branch manager discovered inconsistencies in the information recorded on the forms and asked the Respondent to clarify the inconsistencies with the client. 14. From October 20 to October 22, 2020, the Respondent then submitted the 4 new Transaction and Account Maintenance forms described above. The branch manager reviewed the signatures on these forms and noted that the client signatures were different than the client signatures found on the Transaction and Account Maintenance forms that were previously submitted by the Respondent described in paragraph 13. The branch manager contacted the client who confirmed that that he supervision; (ii) Heritage head office did not sign the account forms. 15. The Member confirmed that the transactions were authorized, and the client re-signed the account forms in question. 16. The Member completed a review of the Respondent’s trading activity from October 2019 to October 2020, and no additional instances where the Respondent signed client signatures were identified. 17. There is no evidence that the Respondent received any financial benefit from the conduct set out above beyond any commissions and fees to which he would ordinarily have been entitled had the transactions been carried out in the proper manner. 18. There is no evidence of client loss or complaint. The transactions processed by the Respondent using the account forms described above were authorized by the client. 19. The Respondent has not previously been the subject of MFDA disciplinary proceedings. 20. The Respondent states that during the material time of the contravention his spouse had a serious illness, and adequately discharge its obligations as a result registered firm to supervise its dealing representatives; (iii) inadequate collection and documentation of stress that KYC information for each of HEFI’s clients for the Respondent was experiencing during this time he exercised poor judgment when he signed purpose of assessing suitability; (iv) inadequate suitability assessment, including concerns over the client’s signature on the account forms as described above. 21. The Respondent is currently 64 years of age, is retired, and states that he has no intention of working in the financial services industry in the future. 22. By entering into this Settlement Agreement, the Respondent has saved the MFDA the time, resources, and expenses associated with conducting a full hearing on the allegations.affordability guidelines used to assess trade suitability;

AGREED FACTS Registration History. 6. The Respondent is registered as a mutual fund dealer and an exempt market dealer in the provinces of British Columbia, Alberta, Saskatchewan and Manitoba. 7. Commencing in 2014The Respondent has been a Member of the MFDA since May 10, the Respondent was registered in British Columbia in the securities industry2002. 8. From February 27The Respondent’s head office is located in Saskatoon, 2019 to November 17, 2020Saskatchewan (the “Head Office”). Presently, the Respondent was registered in British Columbia as a dealing representative with TD Investment Services Inc. (has sub-branch offices located throughout the “Member”), a Member province of the MFDASaskatchewan. 9. On November 17Commencing on March 19, 20202007, MFDA Compliance Staff conducted a compliance examination (the Member terminated “2007 Examination”) at the Head Office and at a branch office of the Respondent located in Calgary, Alberta1 in order to assess compliance by the Respondent with the By-laws, Rules and Policies of the MFDA during the period from October 1, 2004 to January 31, 2007. 10. The results of the 2007 Examination were summarized and delivered to the Respondent in a report dated July 10, 2007 (the “2007 Report”). 11. The 2007 Report identified compliance deficiencies in the operations of the dealer including the failure to conduct second tier supervision of trading that occurred at the Respondent’s Calgary branch office and the failure of the Respondent to maintain adequate evidence of first tier trade supervision that was being conducted by the branch manager of the Calgary office including inquires made, responses received and resolutions achieved as a result of the conduct described herein, and he is not currently registered in the securities industry in any capacity. 10. At all material times, the Respondent conducted business in the Chilliwack, British Columbia area. Signing a Client’s Signature‌‌ 11. At all material times, the Member’s policies and procedures prohibited the falsification of any account information, record or documentation in any way, including signing or initialing documents on behalf of a clienttrade supervision process. 12. From On October 2028, 2020 and October 22, 20202008, the Respondent signed sent the MFDA a client’s signature on 4 Transaction and Account Maintenance Forms and submitted the forms written response to the Member for processing2007 Report that stated, among other things, that the Respondent had implemented second tier trade supervision which would include a review of: (a) any trades greater than $5,000. . .irrespective of the product being purchased or redeemed; (b) redemptions. . .for potentially inappropriate or unauthorized purposes. For example, “churning” or “subjugation of clients interest;” and (c) exempt securities and leveraged accounts. 13. On October 9Commencing on March 23, 20202009, MFDA Compliance Staff conducted a compliance examination (the “2009 Examination”) at the Head Office in Saskatoon and at three sub-branch 1 The Member no longer maintains the branch in Calgary that was reviewed during the 2007 Examination. offices of the Respondent submitted 3 Transaction (one sub-branch located in Rosetown, Saskatchewan and Account Maintenance forms two sub- branches located in Saskatoon, Saskatchewan) in order to the Member for processing. The Respondent’s branch manager discovered inconsistencies in the information recorded on the forms and asked assess compliance by the Respondent to clarify the inconsistencies with the clientBy-laws, Rules and Policies of the MFDA during the period from February 1, 2007 to February 28, 2009. 14. From October 20 The results of the 2009 Examination were summarized and delivered to October 22, 2020, the Respondent then submitted in a report dated July 27, 2009 (the 4 new Transaction and Account Maintenance forms described above. The branch manager reviewed the signatures on these forms and noted that the client signatures were different than the client signatures found on the Transaction and Account Maintenance forms that were previously submitted by the Respondent described in paragraph 13. The branch manager contacted the client who confirmed that that he did not sign the account forms“2009 Report”). 15. The Member confirmed that 2009 Report identified a number of compliance deficiencies, including the transactions were authorizedfailure of the Respondent to establish, implement and the client re-signed the account forms in questionmaintain adequate policies and procedures for conducting trade supervision. 16. The Member completed a review of During the 2009 Examination, MFDA Compliance Staff identified deficiencies in the trade supervision conducted by the Respondent’s Head Office insofar as the Respondent’s Head Office: (a) failed to ensure that daily reviews of account activity were conducted using a reasonable sample of trades (including initial trades, leveraged trades and trades in accounts operating under limited trading activity from October 2019 authorizations) to October 2020, and no additional instances where detect a lack of suitability as required by MFDA Policy No. 2 in that the Respondent signed only reviewed trades with a dollar value exceeding $100,000 and in doing so, failed to implement trade supervision of “any trades greater than $5,000” as indicated in the Respondent’s October 28, 2008 written response to the 2007 Report; (b) failed to maintain records of second tier trade supervision that was conducted including inquiries made, responses received from Approved Persons and resolutions achieved as a result of supervisory inquiries, contrary to MFDA Rules 2.5.1 and former MFDA Rule 2.5.4 (now MFDA Rule 2.5.7)2 and MFDA Policy No. 2; and (c) failed to ensure that the Know-Your-Client (“KYC”) information contained on the Respondent’s back office system which was used by compliance officers to conduct trade 2 As of January 21, 2011, the MFDA Rules were amended and renumbered such that former MFDA Rule 2.5.4 which set out the obligation to maintain records of compliance and supervisory activities undertaken by the Member and Approved Persons responsible for compliance is now MFDA Rule 2.5.7. supervision corresponded in all cases with the KYC information contained in client signatures files with the result that the Respondent could not ensure the suitability of all trades that were identifiedreviewed as required by MFDA Rule 2.2.1. 17. There is no evidence During the 2009 Examination, MFDA Compliance Staff identified deficiencies with the Respondent’s Branch Office supervision of trades in that the Respondent Branch Manager responsible for Tier 1 supervision of sub-branch trading activity failed to maintain records of inquiries made, responses received any financial benefit from the conduct set out above beyond any commissions and fees to which he would ordinarily have been entitled had the transactions been carried out in the proper manner. 18. There is no evidence of client loss or complaint. The transactions processed by the Respondent using the account forms described above were authorized by the client. 19. The Respondent has not previously been the subject of MFDA disciplinary proceedings. 20. The Respondent states that during the material time of the contravention his spouse had a serious illnessApproved Persons, and resolutions achieved as a result of stress the supervisory inquiries, contrary to MFDA Rules 2.5.1 and 2.5.4 and MFDA Policy No. 2. 18. During the 2009 Examination, MFDA Compliance Staff identified deficiencies with the Respondent’s Head Office supervision of trades in exempt products in that the Respondent was experiencing during this time he exercised poor judgment when he signed Chief Compliance Officer: (a) failed to query trades that may have been unsuitable given the client’s signature on the account forms as described aboveclients’ documented KYC information; and (b) failed to maintain evidence of inquiries made, responses received and resolutions achieved to ensure that sales of exempt securities were made in accordance with applicable exemptions and other regulatory requirements. 21. The Respondent is currently 64 years of age, is retired, and states that he has no intention of working in the financial services industry in the future. 22. By entering into this Settlement Agreement, the Respondent has saved the MFDA the time, resources, and expenses associated with conducting a full hearing on the allegations.

AGREED FACTS Registration History. 6. From August 7. Commencing in 2014, 2008 to November 4, 2011 when he was terminated, the Respondent was registered in British Columbia in the securities industry. 8. From February 27Ontario, 2019 to November 17Alberta, 2020, the Respondent was registered in British Columbia and New Brunswick as a mutual fund salesperson (subsequently known as a dealing representative representative) with TD Investment Services WFG Securities of Canada Inc. (the “MemberWFG”), a Member of the MFDAMFDA1. 7. From November 12, 2008 to November 4, 2011, the Respondent was also registered as a Scholarship Plan Dealer with WFG. 1 Effective July 1, 2013, WFG changed its name to Transamerica Securities Inc. 8. From November 5, 2011 to August 1, 2012, the Respondent was not registered in the mutual fund industry. 9. On November 17August 2, 20202012, the Member terminated Respondent was reinstated as a dealing representative and Scholarship Plan Dealer with WFG and continues to be registered in those capacities. At the time the Respondent as reinstated, WFG placed him under strict supervision for a result minimum period of the conduct described herein, and he is not currently registered in the securities industry in any capacity24 months. 10. At all material times, the Respondent conducted business has operated out of a WFG branch located in the ChilliwackMississauga, British Columbia area. Signing a Client’s Signature‌‌Ontario (“Branch”). 11. At On September 15, 2011, WFG compliance staff conducted an on-site audit of the Branch (“Audit”). 12. During the Audit, WFG compliance staff found that the Respondent had obtained blank or partially completed pre-signed forms, and used the forms to process trades in client accounts. WFG subsequently contacted all material timesof the clients where the Respondent had used blank or partially completed pre-signed forms to process trades, and confirmed that the clients had authorized all transactions executed in their accounts. 13. From July 2009 to October 2010, the MemberRespondent obtained and used 14 blank or partially completed pre-signed forms to process 9 transactions for 4 clients. In each case, the client gave verbal instructions to the Respondent for the redemption, as follows: OA & OA September 15, 2010 B2B Trust Investment Loans Redemption/Purchase Form OA & OA September 15, 2010 WFG Trade Ticket OA & OA September 23, 2010 WFG Trade Ticket OA & OA September 15, 2010 B2B Trust Investment Loans Redemption/Purchase Form OA & OA September 23, 2010 WFG Trade Ticket DA September 15, 2010 B2B Trust Investment Loans Redemption/Purchase Form DA September 15, 2010 WFG Trade Ticket AA & OA July 28, 2009 B2B Trust Financial Account Changes Form AA & OA July 28, 2009 WFG Trade Ticket AA & OA July 28, 2009 WFG Trade Ticket AA & OA July 28, 2009 B2B Trust Financial Account Changes Form AA August 9, 2010 WFG Trade Ticket AA August 9, 2010 B2B Trust Investment Loans Redemption/Purchase Form AA October 14, 2010 WFG Trade Ticket 14. At the material time, WFG’s policies and procedures prohibited the falsification use of any account information, record blank or documentation in any way, including signing or initialing documents on behalf of a client. 12. From October 20, 2020 and October 22, 2020, the Respondent partially completed pre-signed a client’s signature on 4 Transaction and Account Maintenance Forms and submitted the forms to the Member for processing. 13. On October 9, 2020, the Respondent submitted 3 Transaction and Account Maintenance forms to the Member for processing. The Respondent’s branch manager discovered inconsistencies in the information recorded on the forms and asked the Respondent to clarify the inconsistencies with the client. 14. From October 20 to October 22, 2020, the Respondent then submitted the 4 new Transaction and Account Maintenance forms described above. The branch manager reviewed the signatures on these forms and noted that the client signatures were different than the client signatures found on the Transaction and Account Maintenance forms that were previously submitted by the Respondent described in paragraph 13. The branch manager contacted the client who confirmed that that he did not sign the account forms. 15. On August 12 and 13, 2012, WFG compliance staff conducted a follow-up audit of the Branch. The Member confirmed that follow-up audit did not identify any further instances where the transactions were authorized, and the client re-Respondent used blank signed the account forms in questionor altered forms. 16. The Member completed a review of No clients have complained to WFG or the Respondent’s trading activity from October 2019 to October 2020, and no additional instances where MFDA in connection with the Respondent signed client signatures were identifiedmatters described in this Settlement Agreement. 17. There is no evidence that the Respondent received any financial benefit from the conduct set out above beyond any commissions and fees to which he would ordinarily have been entitled had the transactions been carried out in the proper manner. 18. There is no evidence of client loss or complaint. The transactions processed by the Respondent using the account forms described above were authorized by the client. 19. The Respondent has not previously been no prior disciplinary history with the subject of MFDA disciplinary proceedings. 20MFDA. The Respondent states that He has cooperated with Staff during the material time course of the contravention his spouse had a serious illnessinvestigation, and as a result by agreeing to this settlement, has avoided the necessity of stress that the Respondent was experiencing during this time he exercised poor judgment when he signed the client’s signature on the account forms as described above. 21. The Respondent is currently 64 years of age, is retired, and states that he has no intention of working in the financial services industry in the future. 22. By entering into this Settlement Agreement, the Respondent has saved the MFDA the time, resources, and expenses associated with conducting a full hearing on the allegationsmerits.

AGREED FACTS Registration History. 76. Commencing in 2014From June 2002 to December 31, 2009, and from November 23, 2010 to September 21, 2012, the Respondent was registered in British Columbia in the securities industry. 8. From February 27, 2019 to November 17, 2020, the Respondent was registered in British Columbia Ontario as a dealing representative mutual fund salesperson with TD HSBC Investment Services Funds (Canada) Inc. (the “MemberHSBC”), a Member of the MFDA. 97. On November 17The Respondent was terminated by HSBC on September 21, 2020, the Member terminated the Respondent 2012 as a result of the conduct matters described herein, and he . 8. The Respondent is currently not currently registered in the securities industry in any capacity. 109. At all material times, the Respondent conducted business in the ChilliwackOttawa, British Columbia Ontario area. 10. Signing On October 3, 2011, client MS contacted HSBC’s head office and complained that she had incurred a Client$2,000 market loss upon redeeming a certain mutual fund held in her account at HSBC. Client MS advised HSBC’s Signature‌‌head office that the Respondent had told her she would only incur a $1,000 loss as a result of the redemption. Client MS sought compensation from HSBC in respect of these events. 11. At all material timesThree days later, on October 6, 2011, client MS advised HSBC that the Member’s policies situation had been “resolved”, and procedures prohibited that she would maintain the falsification of any account information, record or documentation in any way, including signing or initialing documents on behalf of a clientRespondent as her advisor. 12. From October 20, 2020 and October 22, 2020, HSBC contacted the Respondent signed a client’s signature on 4 Transaction and Account Maintenance Forms and submitted requested an explanation about the forms to discussions the Member for processingRespondent had with client MS about her complaint. 13. On October 97, 20202011, the Respondent submitted 3 Transaction advised HSBC that she had spoken to client MS and Account Maintenance forms to clarified the Member client’s misunderstanding of how the market value for processingthe mutual fund was determined. The Respondent’s branch manager discovered inconsistencies in Respondent advised HSBC that client MS had accepted the information recorded on the forms and asked clarification provided by the Respondent to clarify and the inconsistencies with the clientmatter was resolved. 14. From HSBC was satisfied with the Respondent’s explanation. 15. Approximately one year later, on September 7, 2012, client MS advised an HSBC Bank Relationship Manager that client MS had withdrawn her prior complaint against the Respondent because the Respondent had compensated her for the loss she had incurred. 16. On or about September 12, 2012, after reviewing the Respondent’s personal bank account statements and those of client MS, HSBC identified that the Respondent had paid client MS $2,000 from the Respondent’s personal bank account on or about October 20 to October 226, 20202011. 17. When confronted by HSBC on September 14, 2012, the Respondent then submitted admitted that she personally paid $2,000 to client MS to compensate the 4 new Transaction and Account Maintenance forms client for the market loss she incurred in respect of the mutual fund redemption described above. The branch manager reviewed the signatures on these forms and noted Respondent further advised HSBC that the client signatures were different than the client signatures found on the Transaction and Account Maintenance forms that were previously submitted by the Respondent described in paragraph 13. The branch manager contacted the client who confirmed that that he she did not sign the account forms.instruct client MS to withdraw her complaint.1 1518. The Member confirmed that the transactions were authorized, and the Neither Staff nor HSBC have received any other client re-signed the account forms complaints in question. 16. The Member completed a review of relation to the Respondent’s trading activity from October 2019 to October 2020, and no additional instances where the Respondent signed client signatures were identified. 17. There is no evidence that the Respondent received any financial benefit from the conduct set out above beyond any commissions and fees to which he would ordinarily have been entitled had the transactions been carried out in the proper manner. 18. There is no evidence of client loss or complaint. The transactions processed by the Respondent using the account forms described above were authorized by the clientconduct. 19. The Respondent has not previously been the subject of previous MFDA disciplinary proceedings. 20. The Respondent states that during the material time of the contravention his spouse had a serious illness, and as a result of stress that the Respondent was experiencing during this time he exercised poor judgment when he signed the client’s signature on the account forms as described above. 21. The Respondent is currently 64 years of age, is retired, and states that he has no intention of working in the financial services industry in the future. 22. By entering into this Settlement Agreement, the Respondent has saved the MFDA the time, resources, and expenses associated with conducting a full hearing on the allegations.

AGREED FACTS Registration History. 76. Commencing in 2014Between April 16, 2007 and January 29, 2016, the Respondent was registered in British Columbia in the securities industry. 8. From February 27, 2019 to November 17, 2020, the Respondent was registered in British Columbia Ontario as a mutual fund salesperson (now known as a dealing representative representative)1 with TD IPC Investment Services Inc. Corporation (the “MemberIPC”), a Member of the MFDA. 7. The Respondent resigned from IPC on January 19, 2016. 8. At all material times, the Respondent conducted business in Mississauga, Ontario. 1 On September 28, 2009 when National Instrument 31-103 came into force, the Respondent’s registration category was changed from mutual fund salesperson to dealing representative. 9. On November 17, 2020, the Member terminated the The Respondent as a result of the conduct described herein, and he is not currently registered in the securities industry in any capacity. 10. At all material times, the Respondent conducted business in the Chilliwack, British Columbia area. Signing a Client’s Signature‌‌ 11. At all material times, the MemberIPC’s policies and procedures prohibited the falsification of any account informationrequired its Approved Persons to disclose, record or documentation and obtain approval in order to engage in any wayoutside business activities. 11. In 2010, including signing or initialing documents on behalf the Respondent became a shareholder of a clientjunior mining company, Threegold Resources Inc. (“Threegold”). Threegold’s headquarters are located in Val d'Or, Québec and it is listed on the TSX Venture Exchange. 12. From October 20Between May and September 2014, 2020 Threegold was cease traded in Ontario, British Columbia, Manitoba, Québec, and October 22Alberta for failing to file audited annual financial statements for the year ended December 31, 20202013, the Respondent signed a clientmanagement’s signature on 4 Transaction discussion and Account Maintenance Forms and submitted the forms analysis relating to the Member for processingaudited annual financial statements, and certification of the filings as required by National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings. 13. On October 9, 20202014, the Respondent submitted 3 Transaction and Account Maintenance forms was appointed to the Member for processingXxxxxxxxx’s Board of Directors. The RespondentRespondent did not disclose this appointment to IPC at this time. Xxxxxxxxx’s branch manager discovered inconsistencies in the information recorded on the forms and asked financial statements state that from 2014 to March 2015, the Respondent to clarify the inconsistencies earned $60,000 from his involvement with the clientXxxxxxxxx. The Respondent states that he was owed these monies but did not actually receive any remuneration from his involvement with Xxxxxxxxx. 14. From October 20 to October 22On March 9, 20202015, the Respondent then submitted completed IPC’s OBA/Community Service Questionnaire (“OBA Questionnaire”) and disclosed for the 4 new Transaction first time that he had been appointed to Threegold’s Board of Directors. In the OBA Questionnaire and Account Maintenance forms described above. The branch manager reviewed the signatures on these forms and noted that the client signatures were different than the client signatures found on the Transaction and Account Maintenance forms that were previously submitted by in response to further inquiries from IPC’s compliance staff, the Respondent described provided, among other things, the following information: • Threegold is “a junior mining exploration company focusing on gold and precious metals”; • The Respondent’s “[g]eneral duties as a Director are to act in paragraph 13. The branch manager contacted a way the client who confirmed that that he did not sign director considers (in good faith) is most likely to promote the account formssuccess of the company”; • In response to the question in the OBA Questionnaire, “Do you invest money or make investment decisions for this activity?”, the Respondent stated, “No”; • In response to the question in the OBA Questionnaire, “Are any IPC clients involved with this activity?”, the Respondent stated, “No”; • In response to the question in the OBA Questionnaire, “Do you receive any remuneration for this activity?”, the Respondent stated, “No”. 15. The Member confirmed that On March 12, 2015, IPC approved the transactions were authorized, and Respondent acting as a Director of Threegold as an outside business activity based on the client re-signed information provided by the account forms in questionRespondent. 16. The Member completed At the time that IPC approved the Respondent to act as a review Director of Threegold, IPC advised the Respondent, in writing, that “[i]f there are any material changes with your OBA or you are no longer involved with an outside business activity, please email…with the details of the Respondent’s trading activity from October 2019 to October 2020, and no additional instances where the Respondent signed client signatures were identifiedchange.” 17. There is no evidence At all material times, IPC’s policies and procedures required that the Respondent received any financial benefit from the conduct set out above beyond any commissions its Approved Persons only offer products it had approved for sale, and fees to which he would ordinarily have been entitled had the transactions been carried out in the proper mannerthat all products be sold through IPC. 18. There is no evidence of client loss or complaint. The transactions processed by Between August 19, 2015 and November 13, 2015, the Respondent using recommended, sold and/or facilitated the account forms sale of investments to at least 15 IPC clients and 4 individuals totaling approximately $310,000 in debentures offered by Xxxxxxxxx, as described above were authorized by the client.below: August 19, 2015 Investor 1 $100,000 Yes August 22, 2015 Investor 2 $10,000 Yes August 28, 2015 Investor 3 $30,000 Yes August 28, 2015 Investor 4 $10,000 Yes August 31, 2015 Investor 5 $10,000 Yes September 1, 2015 Investor 6 $10,000 No September 2, 2015 Investor 7 $10,000 No September 3, 2015 Investor 8 $20,000 Yes September 3, 2015 Investor 9 $10,000 Yes September 8, 2015 Investor 10 $10,000 No September 9, 2015 Investor 11 $10,000 Yes September 10, 2015 Investor 12 $10,000 Yes September 10, 2015 Investor 13 $10,000 Yes September 10, 2015 Investor 14 $10,000 Yes September 11, 2015 Investor 15 $10,000 Yes September 14, 2015 Investor 16 $10,000 Yes October 8, 2015 Investor 17 $10,000 Yes October 10, 2015 Investor 18 $10,000 Yes November 13, 2015 Investor 19 $10,000 No 19. The Respondent has not previously been All of the investors in the debentures signed a “Loan Agreement” with Threegold, which stated the “[b]orrower hereby warrants that the loan may be converted into shares” subject of MFDA disciplinary proceedingsto certain conditions which Threegold “expected” would be met. 20. The Respondent states that during debentures included the material time following terms with respect to the use of the contravention his spouse had a serious illnessproceeds raised from the investors: a) Threegold will use the first $30,000 to “bring the company to good standing with Computershare, the lawyers, and the TSX”; b) Threegold will use $50,000 to $60,000 to complete an initial report validating the historical data on a property known as a result of stress that the Respondent was experiencing during this time he exercised poor judgment when he signed the client’s signature “Lotus”; c) Threegold will use $15,000 to make an option payment on the account forms Lotus property; d) Threegold will hold all funds raised over and above $100,000 in trust, until the work in points (a) and (b) are complete; e) upon the positive validation of the historical data from the Lotus property, the debenture will be converted into flow-through shares in Threegold as described aboveper the terms and conditions of the debenture offering; and f) should the validation process of the Lotus property prove negative, the funds will be returned to investors plus 5% interest for the use of the funds. 21. The Respondent is currently 64 years To the Respondent’s knowledge, the proceeds raised from investors were used in an effort to get Threegold relisted on the TSX (which turned out to be well in excess of agethe original estimate of $30,000.00) and in pursuit of legitimate business objectives. This included payments to Threegold’s lawyers, is retiredaccountants, chief geologist, website designers, and states that he has no intention of working in the financial services industry in the futureemployees and for business related travel expenses. 22. By entering into this Settlement AgreementStaff does not have jurisdiction over Threegold, and therefore cannot account for how these monies were used. 23. The Respondent signed all of the Loan Agreements as the “Authorized Signatory” for Threegold. 24. The Threegold debentures were not approved for sale by Approved Persons of IPC. 25. None of the transactions involving the Threegold debentures were conducted for the account of IPC or through its facilities. 26. In addition, the Respondent’s conduct gave rise to at least a potential conflict of interest between his interests as a Director and shareholder of Threegold and his clients’ interests. The Respondent has saved states that he verbally disclosed to all of the MFDA investors that he owned shares and was a director of Threegold and that the time, resources, and expenses associated with conducting a full hearing on the allegationsinvestments were not being arranged in his capacity as an IPC mutual fund salesperson.

AGREED FACTS Registration History. 7. Commencing in 2014Since April 1997, the Respondent was has been registered in British Columbia in the securities industryOntario as a mutual fund salesperson (now known as a Dealing Representative). 8. From February 27, 2019 to November 17, 2020Since September 1997, the Respondent was has been registered in British Columbia as a dealing representative with TD Investment Services Keybase Investments Inc. (the “MemberKeybase”), a Member of the MFDA. 9. On November 17, 2020, the Member terminated the Respondent as a result of the conduct described herein, and he is not currently registered in the securities industry in any capacity. 10. At all material times, the Respondent conducted business in the ChilliwackNorth York, British Columbia Ontario area. 10. Signing a Client’s Signature‌‌Between February 2014 and February 2016, the Respondent altered and, in some instances, used to process transactions, 7 account forms in respect of 8 clients by altering information on the account forms without having obtained client initials authorizing the changes. 11. The altered account forms consisted of order requests forms, Know-Your-Client update forms and New Account Application forms. 12. At all material times, the MemberKeybase’s policies and procedures prohibited the falsification of any account information, record or documentation in any wayits Approved Persons, including signing or initialing documents on behalf of a client. 12. From October 20the Respondent, 2020 and October 22, 2020, the Respondent from using pre-signed a client’s signature on 4 Transaction and Account Maintenance Forms and submitted the forms to the Member for processingaccount forms. 13. On October 9, 2020Between February 2014 and February 2016, the Respondent submitted 3 Transaction and Account Maintenance obtained, possessed and, in some instances, used to process transactions, 4 pre-signed account forms to the Member for processing. The Respondent’s branch manager discovered inconsistencies in the information recorded on the forms and asked the Respondent to clarify the inconsistencies with the clientrespect of 5 clients. 14. From October 20 to October 22, 2020, the Respondent then submitted the 4 new Transaction and Account Maintenance The pre-signed account forms described above. The branch manager reviewed the signatures on these consisted of order requests forms and noted that the client signatures were different than the client signatures found on the Transaction and Account Maintenance forms that were previously submitted by the Respondent described in paragraph 13. The branch manager contacted the client who confirmed that that he did not sign the account Know-Your-Client update forms. 15. The Member confirmed On or about February 3, 2016, MFDA Sales Compliance notified Keybase’s compliance department that during the transactions were authorizedcourse of an examination of the Respondent’s branch, MFDA Sales Compliance had identified the altered and the client repre-signed the account forms in questionthat are the subject of this Settlement Agreement. 16. The Member completed a review As part of its investigation, Keybase reviewed all client files serviced by the Respondent’s trading activity from October 2019 to October 2020Respondent and identified no other altered or pre-signed account files, and no additional instances where sent letters to all clients serviced by the Respondent signed client signatures were identifiedin order to determine whether the Respondent had engaged in unauthorized trading. 17. On February 11, 2016, Keybase placed the Respondent under close supervision. 18. There is no evidence that the Respondent received any financial benefit from engaging in the conduct set out misconduct described above beyond any commissions and fees to which that he would ordinarily have been be entitled to receive had the transactions been carried out in the proper manner. 1819. There is no evidence of any client loss harm or complaint. The that the transactions processed by the Respondent using the account forms described above were authorized by the clientunauthorized. 1920. The Respondent has not previously been the subject of MFDA disciplinary proceedings. 20. The Respondent states that during the material time of the contravention his spouse had a serious illness, and as a result of stress that the Respondent was experiencing during this time he exercised poor judgment when he signed the client’s signature on the account forms as described above. 21. The Respondent is currently 64 years of age, is retired, and states that he has no intention of working in the financial services industry in the future. 22. By entering into this Settlement Agreement, the Respondent has saved the MFDA the time, resources, and expenses associated with conducting conducing a full hearing on of the allegations.

AGREED FACTS Registration History. 76. Commencing in 2014Since 1993, the Respondent was registered in British Columbia in the securities industry. 8. From February 27, 2019 to November 17, 2020, the Respondent was has been registered in British Columbia as a dealing representative mutual fund salesperson (now known as a Dealing Representative) and, since 1997 as a branch manager with TD Investment Services Inc. PFSL Investments Canada Ltd. (the “MemberPFSL”), a Member of the MFDA. 9. On November 17, 2020, the Member terminated the Respondent as a result of the conduct described herein, and he is not currently registered in the securities industry in any capacity. 107. At all material times, the Respondent conducted business at a PFSL branch located in the ChilliwackCoquitlam, British Columbia area. Signing a Client’s Signature‌‌Columbia. 118. At all material times, the MemberPFSL’s policies and procedures prohibited the falsification of any account information, record or documentation in any way, including signing or initialing documents on behalf of a clientits Approved Persons from using pre-signed client forms. 129. From October 20On July 31, 2020 2013, PFSL’s Field Audit Department conducted a routine on-site audit of the Respondent’s Coquitlam branch and October 22, 2020, found that the Respondent had obtained and used 11 partially complete pre-signed Letters of Direction (“LODs”) to process transactions for three clients. As a result, PFSL’s Field Audit staff conducted a further review of the Respondent’s client files and found 16 additional instances where the Respondent had obtained and used partially complete LODs to process transactions for five clients. 10. The Respondent states that each time he received a partially complete pre-signed LOD to process a redemption request transaction in an affected client’s signature on 4 Transaction account, he would contact the clients by telephone to obtain further clarification and Account Maintenance Forms and submitted instructions regarding the forms amount to be redeemed from the Member for processing. 13. On October 9, 2020, the Respondent submitted 3 Transaction and Account Maintenance forms to the Member for processingclient’s account. The Respondent’s branch manager discovered inconsistencies Respondent would then fill in the information recorded incomplete portions of the LOD based on the forms and asked the Respondent to clarify the inconsistencies his conversation with the client. 1411. From October 20 to October 22, 2020, the Respondent then submitted the 4 new Transaction and Account Maintenance forms described above. The branch manager reviewed the signatures on these forms and noted that the client signatures were different than the client signatures found on the Transaction and Account Maintenance forms that were previously submitted by the Respondent described in paragraph 13. The branch manager contacted the client who confirmed that that he Staff’s investigation did not sign the account formsreveal any evidence of misappropriation, unauthorized trading, client harm, or client complaints in this matter. 1512. The Member confirmed that the transactions were authorized, and the client re-signed the account forms in question. 16. The Member completed a review of the RespondentStaff’s trading activity from October 2019 to October 2020, and no additional instances where the Respondent signed client signatures were identified. 17. There is no investigation did not reveal any evidence that the Respondent received any financial benefit from engaging in the conduct set out above misconduct beyond any the commissions and or fees to which he would ordinarily have been ordinarily entitled had the transactions in the clients’ accounts been carried out in the proper manner. 18. There is no evidence of client loss or complaint. The transactions processed by the Respondent using the account forms described above were authorized by the client. 1913. The Respondent has not previously been no prior disciplinary history with the subject of MFDA disciplinary proceedings. 20MFDA. The Respondent states that He cooperated with Staff during the material time course of the contravention his spouse had a serious illnessinvestigation, and as a result by agreeing to this settlement, has avoided the necessity of stress that the Respondent was experiencing during this time he exercised poor judgment when he signed the client’s signature on the account forms as described above. 21. The Respondent is currently 64 years of age, is retired, and states that he has no intention of working in the financial services industry in the future. 22. By entering into this Settlement Agreement, the Respondent has saved the MFDA the time, resources, and expenses associated with conducting a full hearing on the allegationsmerits.

AGREED FACTS Registration History. 76. Commencing in From October 5, 2012 to June 4, 2014, the Respondent was registered in British Columbia in the securities industry. 8. From February 27, 2019 to November 17, 2020, the Respondent was registered in British Columbia Ontario as a dealing representative mutual fund salesperson (now known as a Dealing Representative) with TD Investment Services Scotia Securities Inc. (the “MemberSSI”), a Member member of the MFDA. 97. On November 17, 2020At all material times, the Member terminated Respondent conducted business in the Scarborough, Ontario area. 8. The Respondent as a result of the conduct described herein, and he is not currently registered in the securities industry in any capacity. 9. At all material times, SSI’s policies and procedures prohibited its Representatives, including the Respondent, from falsifying client signatures. 10. At all material times, client JP was a client of SSI and the Respondent conducted business in was the Chilliwack, British Columbia area. Signing a ClientMutual Fund Salesperson responsible for servicing client JP’s Signature‌‌account. 11. At all material timesOn May 10, 2014, the Member’s policies Respondent met with client JP for the purpose of opening a chequing account and procedures prohibited a Tax Free Savings Account (the falsification “TFSA”) with SSI. During this meeting, client XX signed all of any the account informationopening documents required, record except the Respondent failed or documentation in any way, including signing or initialing documents on behalf omitted to ensure that client JP sign her copy of a clientthe Scotia ICAN Account Setup Application form (the “ICAN Form”). 12. From October 20The Respondent states that upon leaving the meeting, 2020 and October 22client XX must have accidentally taken SSI’s signed copy of the ICAN Form, 2020leaving the Respondent with the unsigned customer copy of the ICAN Form. 13. Without noticing the lack of signature on the ICAN Form (the “ICAN Form Deficiency”), the Respondent signed a client’s signature on 4 Transaction and Account Maintenance Forms and submitted the forms to the Member account opening documents for processing. 1314. On October 9May 13, 20202014, the Respondent submitted 3 Transaction branch compliance officer (the “BCO”), who was acting in a supervisory capacity and Account Maintenance forms reviewing transactions at the branch level to ensure compliance, noticed the Member for processing. The Respondent’s branch manager discovered inconsistencies in the information recorded on the forms and asked the Respondent to clarify the inconsistencies with the client. 14. From October 20 to October 22, 2020, the Respondent then submitted the 4 new Transaction and Account Maintenance forms described above. The branch manager reviewed the signatures on these forms and noted that the client signatures were different than the client signatures found on the Transaction and Account Maintenance forms that were previously submitted by the Respondent described in paragraph 13. The branch manager contacted the client who confirmed that that he did not sign the account formsICAN Form Deficiency. 15. The Member confirmed that BCO asked the transactions were authorizedRespondent to address the ICAN Form Deficiency by the end of the day of May 14, and the client re-signed the account forms in question2014. 16. The Member completed a review Upon receiving the BCO’s request at the start of the Respondent’s trading activity from October 2019 to October 2020day on May 14, and no additional instances where 2014, the Respondent signed falsified client signatures were identifiedJP’s signature and initials on the ICAN Form to rectify the ICAN Form Deficiency. 17. The Respondent then advised the BCO that he had corrected the ICAN Form Deficiency. 18. The BCO reviewed the re-submitted ICAN Form and noted that the signature did not appear to belong to the client JP as compared to another example of the client JP’s signature signed on the same visit. 19. On May 15, 2014, the BCO contacted client JP who advised that the Respondent had not contacted her about the ICAN Form Deficiency and confirmed that she did not sign or initial the defective ICAN Form. 20. On May 16, 2015, the BCO and the branch manager met with the Respondent to discuss the ICAN Form. The Respondent stated that he had contacted client JP about the ICAN Form Deficiency by telephone, after which client JP had visited the branch to sign the ICAN Form. 21. At that point in the meeting, the BCO advised the Respondent that the BCO had spoken to client JP. In response, the Respondent stated that he had actually contacted client JP by telephone, but she was unable to visit the branch, so the Respondent suggested that he sign the TFSA account opening documentation on client JP’s behalf. 22. The BCO then advised the Respondent that client XX confirmed that she had not received a telephone call from the Respondent. At this point, the Respondent admitted that he had falsified the signature and initials on the ICAN Form without speaking to client JP. 23. There is no evidence that the ICAN Form did not accurately reflect client JP’s instructions. In fact, client JP completed replacement documentation to correct the ICAN Form Deficiency. 24. There is no evidence that the Respondent received any financial benefit from the conduct set out above beyond any commissions and fees to which he would ordinarily have been entitled had the transactions been carried out engaging in the proper mannermisconduct described above. 18. There is no evidence of client loss or complaint25. The transactions processed by the Respondent using the account forms described above were authorized by the clienthas expressed remorse for his actions. 1926. The Respondent has not previously been the subject of MFDA disciplinary proceedings. 20. The Respondent states that during the material time of the contravention his spouse had a serious illness, and as a result of stress that the Respondent was experiencing during this time he exercised poor judgment when he signed the client’s signature on the account forms as described above. 21. The Respondent is currently 64 years of age, is retired, and states that he has no intention of working in the financial services industry in the future. 2227. By entering into this Settlement Agreement, the Respondent has saved the MFDA the time, resources, and expenses associated with conducting a full hearing on the allegations.