INVESTMENT DEALERS ASSOCIATION OF CANADA

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1 INVESTMENT DEALERS ASSOCIATION OF CANADA IN THE MATTER OF: THE BY-LAWS OF THE INVESTMENT DEALERS ASSOCIATION OF CANADA AND LARRY TOBIN NOTICE OF HEARING TAKE NOTICE that pursuant to Part 10 of By-law 20 of the Investment Dealers Association of Canada ( the Association ), a hearing will be held before a hearing panel ( the Hearing Panel ) on a date to be fixed by the Hearing Panel on Thursday December 1 st, 2005, at Boardroom 2, Suite 1600, 121 King Street West, Toronto, Ontario, at 12:00 noon, or as soon thereafter as the hearing can be heard. TAKE FURTHER NOTICE that pursuant to Rule 6.2 of the Association Rules of Practice and Procedure, that the hearing shall be designated on the: The Standard Track The Complex Track THE PURPOSE OF THE HEARING is to determine whether Larry Tobin ( the Respondent ) has committed the following contraventions that are alleged by the Association: Count 1: During October 2002 to April 2003, the Respondent conducted his business consistent with the registration of a Portfolio Manager without being registered as such, and engaged in discretionary trading in the following clients accounts, thereby engaging in conduct unbecoming or detrimental to the public interest, contrary to Association By-law 29.1: (a) clients SG, MB Corporation, G. Corporation (b) client HP

2 - 2 - (c) client BR (d) client A. Inc. (e) clients BL/CL (f) client RG (g) client B. Inc. Count 2: On or about November 2002, the Respondent attempted to correct a trading error in client SG s account without first informing the Member firm, thereby engaging in conduct unbecoming, contrary to Association By-law Count 3: During 2002 and 2003, the Respondent failed to use due diligence to ensure that recommendations made for his client HP were appropriate for her and in keeping with her investment objectives, contrary to Association Regulation (c), (now numbered Regulation (q)). PARTICULARS TAKE FURTHER NOTICE that the following is a summary of the facts alleged and to be relied upon by the Association at the hearing: Registration history: 1. The Respondent has been registered with the Association as follows: January 21, 1985 to January 15, 1990: Registered Representative ( RR ) and Registered Representative Options ( RRO ) at Merrill Lynch Canada Inc. January 15, 1990 to June 1, 1990: RRO at Wood Gundy Inc. June 12, 1990 to June 23, 2000: RRO and Trading Officer at various times, at Dean Witter Reynolds Canada Inc. (subsequently Merrill Lynch) August 18, 2000 to April 5, 2002: RRO and Trading Officer at RBC Dominion Securities Inc. April 23, 2002 to July 3, 2003: RRO at TD Securities Inc. (now TD Waterhouse Canada Inc.) July 9, 2003 to present: RRO at Research Capital Corporation 2. At all material times the Respondent was an RRO at TD Securities Inc., now known as TD Waterhouse Canada Inc. ( TD ), a Member of the Association.

3 - 3 - Investigation: 3. The investigation arose out of a complaint made to the Association by the Respondent s client SG. In the course of its investigation the Association reviewed other complaints made by the Respondent s clients to the Member firm. Internal discipline: 4. In March 2003, TD had reprimanded the Respondent and fined him $11,000 with respect to client complaints regarding discretionary trading. TD also asked the Respondent to rewrite the Conduct and Practices Handbook exam ( CPH ) and he was placed under close supervision by TD. Subsequently, the Respondent did not in fact rewrite the CPH. Notice of Termination: 5. The Association received a Notice of Termination from TD dated July 3, 2003 ( NOT ), which indicates that the Respondent was dismissed at that time. According to the NOT, TD terminated the Respondent for violating the terms of his close supervision by failing to record client trading instructions. The trading strategy: 6. At all material times the Respondent was registered as a Registered Representative Options. Notwithstanding the fact that he was not designated and approved as a Portfolio Manager, the Respondent effected trades for the clients listed below as though he were a Portfolio Manager. 7. The Respondent effected various discretionary trades in the client accounts discussed below, from the fall of 2002 to the spring of Essentially the Respondent did not verify the particulars of the trades in advance with the clients. The clients thought that this was the usual way of proceeding and did not know that the Respondent was required to verify the particulars of all trades in advance. 8. Of significance is the fact that all of the client accounts referred to below were margin accounts which actively traded uncovered call options. While at TD, the majority of the Respondent s clients non registered assets were invested in this strategy. In trading uncovered calls, there is the possibility of unlimited losses. The level of risk in the clients accounts was increased due to the trading strategy that was occurring in their accounts. Portfolio Manager: 9. A Portfolio Manager is a partner, director, officer or salesperson of a member who has been designated and approved to manage managed accounts. The category types include Portfolio Manager-Securities and Portfolio Manager-Security Options. A Portfolio

4 - 4 - Manager-Security Options has been designated and approved to manage managed accounts containing securities and security options. Proficiency and Experience Requirements: 10. The way that an individual may qualify for approval as a Portfolio Manager is either by having within the past 3 years held registration under Canadian securities legislation as a portfolio manager, investment counsel or any equivalent registration category; OR by meeting certain Proficiency and Experience requirements. Proficiency requirements: 11. The Proficiency and Experience Requirements are essentially the same for a Portfolio Manager-Securities as for a Portfolio Manager-Security Options. 12. The Proficiency Requirements are that the individual has EITHER taken the Portfolio Management Techniques Course AND either (a) the Professional Financial Planning Course prior to August 31, 2002 or (b) the Investment Management Techniques Course OR has taken all three levels of the Chartered Financial Analyst Course. Experience requirements: 13. In addition, an individual must meet the experience requirements. He or she must have EITHER had 3 or more years experience as an Associate Portfolio Manager ( APM ) OR 3 or more years experience as an RR and 2 years experience as an APM OR 3 or more years experience as a research analyst for a Member firm of a self-regulatory organization and 2 years experience as an APM OR has for no less than 5 years managed a portfolio of $5 million or more, on a discretionary basis, while employed by a government regulated institution, AND for a period of not less than one year ending within the 3 years prior to the date of the application, has had assets having an aggregate value of no less than $5 million under direct administration on a discretionary basis. Respondent did not meet the Requirements: 14. The Respondent did not meet the Proficiency requirements. He did not meet the experience requirements. He had never been an Associate Portfolio Manager. The Respondent had not been designated and approved as any category of Portfolio Manager. None of his client accounts were managed accounts. Review of managed accounts: 15. The level of scrutiny attached to the Respondent s actions changes with different types of categories of registration. The level of supervision for managed accounts is higher than for regular retail accounts. For example, Regulation provides that each Member who has managed accounts shall establish and maintain a system acceptable to the Association to supervise the activities of those responsible for the management of such accounts under Regulation

5 Such system should provide at a minimum for procedures designed to disclose when certain regulations have been contravened and should establish and maintain written procedures to ensure fairness in the allocation of investment opportunities among its managed accounts. Managed accounts are also reviewed for the prudence of the trading strategy, the stock selection and other criteria. 17. This type of review was not conducted in these circumstances because the accounts were not managed accounts and the Respondent was not approved as a Portfolio Manager. Nonetheless, the Respondent essentially conducted his business by making most of the investment decisions for his clients, as though he were a Portfolio Manager and as though his clients did in fact have managed accounts. Client SG s accounts: Background: 18. SG had been a client of the Respondent while he was employed with RBC Dominion Securities ( RBC ). SG s account with the Respondent at RBC was not a discretionary account or a managed account. In the past she had had discretionary accounts before coming to TD. SG had some experience with options trading, however, she did not have experience with uncovered calls prior to opening her accounts with the Respondent at TD. 19. In the summer and fall of 2002, SG opened five accounts with the Respondent at TD, namely 1 personal, 2 corporate, 1 in trust account and 1 RRSP account. The personal and 2 corporate accounts were generally the more active accounts. None of the TD accounts were designated as discretionary or managed accounts. 20. In 2002, SG became aware that the Respondent had traded in her account without contacting her in advance. They did discuss transactions from time to time, but at the beginning of their relationship, the Respondent had indicated to her that this was the way he functioned with all his clients. Essentially the Respondent had asked her whether she wanted him to effect the same trading for her in the way that he did for his other clients. She accepted this plan and thought that the Respondent would choose the stocks on which to write uncovered calls. 21. SG began to be concerned with the Respondent s handling of her accounts in October 2002, when she was called out on a large number of stocks, ending up with approximately $522,000 U.S. in short positions. Telus trading error in SG s accounts: 22. In the fall of 2002, the Respondent made a trading error in two of SG s accounts. The Respondent sold covered calls on Telus voting shares, when in actual fact, SG owned Telus non- voting shares at the time (the Telus error ). When SG was assigned, she was left with a short position in the Telus voting shares. The Respondent proceeded to correct this error by selling the non voting shares and buying voting shares to cover the short position. SG sustained a loss of approximately $4,000.

6 The Telus error was not reported to TD until after the Respondent attempted to correct the error. Rather than notifying the firm and processing the correction through the firm s error account, the Respondent attempted to resolve the Telus error on his own. SG complained to the Respondent and to TD and was ultimately compensated by TD for the Telus error. Discretionary trading in SG s account: 24. In January 2003, SG wrote to the Respondent and asked him not to effect any transactions without her prior knowledge. The Respondent did discuss proposed transactions with SG from that point on until she went away on holiday in February In late January 2003, SG advised the Respondent that she would be away on holiday from January 31, 2003 to March 2 nd, 2003, inclusive. She advised that she could be reached by , but not by telephone. SG expected that the Respondent would contact her if he was planning on conducting any trades in her accounts. 26. The Respondent effected various discretionary trades in SG s personal account and in the U.S. side of her two corporate accounts during February During this time SG was out of the country and did not speak with the Respondent. The Respondent did not contact her in advance to verify the particulars of the trades. SG did receive one from the Respondent s assistant, informing her of two transactions that had been made. SG also sent one to the Respondent during this time. These two s were not able to be retrieved by SG or TD. Client BR s account: 27. BR had been a client of the Respondent since October She met with the Respondent at his office and he provided her with copies of assorted other client portfolio returns. Impressed with the performance of those accounts, she opened account number 8F7235 at TD with a deposit of $250, In January 2003, BR advised the Respondent that she would be out of the country for approximately 2 months commencing in February She asked him to handle her account in a conservative manner. While she was away, BR called the Respondent once. The Respondent did not contact her during this time. 29. During February 2003 and March 2003, the Respondent effected a number of discretionary trades in BR s account, without verifying the particulars of the trades in advance. There were approximately 28 options and stock trades that were executed in 13 days in BR s account over the two month period. There was also one margin call at this time and it was covered by the Respondent in March with the closing of an uncovered Biovail call position. 30. During March 2003, BR s portfolio decreased in value by approximately $158,000. In April 2003, when BR returned to Toronto and discovered that the above trades had been

7 - 7 - made, she met with the Respondent. BR subsequently closed her account with the Respondent and complained to TD. Client HP s account: 31. HP had been a client of the Respondent while he was at RBC. When the Respondent moved to TD in April 2002, HP moved her accounts to TD at the same time. She opened a US and Canadian dollar margin account and an RRSP account with the Respondent at TD. The majority of the trading took place in the U.S. side of the margin account. 32. HP is in her early 70 s and unmarried. She has a real estate licence but has not been actively employed for some years. While she had some investment experience she was not a sophisticated investor. She had had managed accounts at other firms. Suitability issue re: HP: 33. HP had no previous experience in options trading before meeting the Respondent in the summer of The Respondent presented HP with a proposal for her to change her account to RBC with the Respondent, which she did in August He discussed covered calls in his presentation and indicated that he could make a lot of money for her. 34. HP thought the Respondent was her money manager. HP did know that the Respondent would be effecting covered, and subsequently uncovered, calls in her account, however, the Respondent did not fully explain the risks of uncovered calls to her. HP s NAAF dated April 30, 2002: 35. HP s TD new account application form dated April 30, 2002 (the NAAF ) while signed by HP, contains incorrect information in terms of her net worth, liabilities, and level of investment knowledge. The NAAF was dropped off for her by the Respondent and was blank at the time she signed it. Her investment objectives as set out in the NAAF are fairly indicative of her objectives at the time. The NAAF indicates the following: Account No. NAAF Date Investment Objectives Risk Factors Investment Knowledge Net Income Total Net Worth TDW # 8B-9314 (Margin) 30-Apr-02 50% Medium Term Cap Gains 50% Short Term Cap Gains 40% Medium Risk 60% High Risk Sophisticated $100,001 - $250,000 $3,000,000 TDW # 8B-9314 (RRIF) 30-Apr-02 50% Medium Term Cap Gains 50% Short Term Cap Gains 50% Medium Risk 50% High Risk Sophisticated $100,001 - $250,000 $3,000,000

8 - 8 - HP s RBC NAAF dated August 21, 2001: 36. HP s NAAF dated August 21, 2001 (the RBC NAAF ) for her accounts while she was at RBC is essentially correct. Her circumstances did not change between the date of the RBC NAAF and the date of the NAAF. The RBC NAAF is as follows: Account No. RBC DS # (Margin) RBC DS # (RRIF) NAAF Date 21-Aug Aug-01 Investment Objectives 40% Long Term Growth 30% Inter Term Growth 30% Short Term Growth 40% Long Term Growth 30% Inter Term Growth 30% Short Term Growth Risk Factors Investment Knowledge Net Income Total Net Worth 40% Investment Grade 30% Good Quality 20% Speculative 10% High Risk Good $80,000 $2,000,000 40% Investment Grade 30% Good Quality 20% Speculative 10% High Risk Good $80,000 $2,000, HP began to be concerned about her account in the fall of By October 2002, her account had approximately $658,000 U.S. worth of short stock positions on an account that had a market value of approximately $203,000 U.S. 38. HP contacted the Respondent in January 2003 as she was concerned about the uncovered calls in her account. The options trading conducted in HP s account was not suitable for her given her age, investment experience and objectives. Discretionary trading in HP s accounts: 39. Early in their relationship, HP would speak with the Respondent approximately once a month. Generally, she would call him and he would let her know how she was doing. 40. In late January 2003, HP advised the Respondent that she would be out of town during the months of February and March While HP was away she spoke to the Respondent on one occasion when she called him in late March She also spoke to the Respondent s assistant on a few occasions. They did not discuss how her accounts were doing at the time. 41. When HP reviewed her account statements upon her return, she discovered that the Respondent had effected discretionary trades in her margin account #8B9314 during February and March The particulars of these trades were not verified in advance with HP.

9 HP wrote to the Respondent and to TD in April 2003, expressing her concerns with the operation of her accounts. Client A. Inc. s account: 43. The Respondent had a corporate client named A. Inc. The client contact was BP. BP saw a Power Point presentation by the Respondent in the early summer of The Respondent showed him portfolio gains by other clients (without names) and showed BP his model investment strategy. The downside was not pointed out to him in any great detail. BP agreed to become a client of the Respondent in June BP opened a corporate account for A. Inc. with an initial investment of approximately $250, BP had some investment experience, although he had no prior experience with trading options or short selling. BP thought that he had a managed account but in fact he did not. During 2002 and 2003, the Respondent effected various discretionary trades in the A. Inc. account. Although BP received his confirmation slips, he thought it was standard practice that the Respondent did not confirm the details of the trades in advance with him. 45. BP asked the Respondent to invest more conservatively after sustaining a loss on an uncovered Expedia.com call in March A. Inc. s account continued to trade uncovered call positions in April These positions were not closed until June Client RG s account: 46. The Respondent had a client named RG. RG and his wife had been clients of the Respondent before the Respondent moved to TD. RG s investment knowledge was greater than average. The Respondent presented him with a strategy for covered calls in approximately April When the Respondent transferred to TD, RG moved his accounts there as well. His accounts became more active at TD and began to trade uncovered call positions. 47. The account in question was in RG s wife s name, however, RG had trading authority and was the main client contact for the account. The Respondent and RG would speak every couple of months to discuss his portfolio. RG thought he had a managed account with the Respondent. 48. During 2002 and 2003, the Respondent effected various discretionary trades in RG s account. These trades were uncovered calls. The particulars of these trades were not verified with RG in advance. Client BL s account: 49. BL and his wife CL were clients of the Respondent. They were originally clients while the Respondent was at Merrill Lynch in the 1990 s. Some time in 2001 when the Respondent was with RBC, he met with the L s and presented them with a system for covered call writing. The L s then moved their accounts to RBC with the Respondent.

10 After some time, the Respondent discussed the uncovered call writing that he was doing with other clients. 50. In April 2002 the L s moved their account to TD with the Respondent. This was CL s first experience with options trading. BL only had several months of options experience. Neither of them had short sales experience. The Respondent indicated that uncovered calls were less risky with his system. They had a joint account although BL was the main contact. BL s investment knowledge was good. 51. Generally the Respondent would contact BL before opening a new uncovered call position but when the Respondent would close and open option positions for the same company, he would not contact BL in advance to verify the particulars of the trades. BL began to be concerned with his accounts in November During 2002 and 2003, the Respondent effected a number of discretionary trades in BL s account. Client B. Inc. s account: 52. The Respondent had a client named B. Inc. The main client contact was CR. CR was a sophisticated investor. The corporate account for B. Inc. was opened in October 2002 with a deposit of $500,000. By December 2002 the account had lost over $150, In the fall of 2002 the Respondent effected a number of discretionary trades in the B. Inc. account. These trades were either uncovered call writes or stock purchases to cover short positions. The Respondent would notify CR after the trades had been made, to let him know what had occurred, but did not confirm the particulars of the trades in advance. GENERAL PROCEDURAL MATTERS TAKE FURTHER NOTICE that the hearing and related proceedings shall be subject to the Association s Rules of Practice and Procedure. TAKE FURTHER NOTICE that pursuant to Rule 13.1, the Respondent is entitled to attend and be heard, be represented by counsel or an agent, call, examine and cross-examine witnesses, and make submissions to the Hearing Panel at the hearing. RESPONSE TO NOTICE OF HEARING TAKE FURTHER NOTICE that the Respondent must serve upon the Association a Response to the Notice of Hearing in accordance with Rule 7 within twenty (20) days (for a Standard Track disciplinary proceeding) or within thirty (30) days (for a Complex Track disciplinary proceeding) from the effective date of service of the Notice of Hearing.

11 FAILURE TO RESPOND OR ATTEND HEARING TAKE FURTHER NOTICE that if the Respondent fails to serve a Response or attend the hearing, the Hearing Panel may, pursuant to Rules 7.2 and 13.5: (a) proceed with the hearing as set out in the Notice of Hearing, without further notice to the Respondent; (b) accept as proven the facts and contraventions alleged by the Association in the Notice of Hearing; and (c) order penalties and costs against the Respondent pursuant to By-law 20.33, and PENALTIES & COSTS TAKE FURTHER NOTICE that if the Hearing Panel concludes that the Respondent did commit any or all of the contraventions alleged by the Association in the Notice of Hearing, the Hearing Panel may, pursuant to By-law and By-law 20.34, impose any one or more of the following penalties: Where the Respondent is/was an Approved Person: (a) (b) a reprimand; a fine not exceeding the greater of: (i) $1,000,000 per contravention; and (ii) an amount equal to three times the profit made or loss avoided by such Approved Person by reason of the contravention. (c) (d) (e) (f) (g) (h) (i) suspension of approval for any period of time and upon any conditions or terms; terms and conditions of continued approval; prohibition of approval in any capacity for any period of time; termination of the rights and privileges of approval; revocation of approval; a permanent bar from approval with the Association; or any other fit remedy or penalty.

12 Where the Respondent is/was a Member firm: (a) (b) a reprimand; a fine not exceeding the greater of: (i) $5,000,000 per contravention; and (ii) an amount equal to three times the profit made or loss avoided by the Member by reason of the contravention; (c) (d) (e) (f) (g) suspension of the rights and privileges of the Member (and such suspension may include a direction to the Member to cease dealing with the public) for any period of time and upon any conditions or terms; terms and conditions of continued Membership; termination of the rights and privileges of Membership; expulsion of the Member from membership in the Association; or any other fit remedy or penalty. TAKE FURTHER NOTICE that if the Hearing Panel concludes that the Respondent did commit any or all of the contraventions alleged by the Association in the Notice of Hearing, the Hearing Panel may pursuant to By-law assess and order any investigation and prosecution costs determined to be appropriate and reasonable in the circumstances. DATED at Toronto, this day of November, Aleksander Popovic Vice-President Enforcement Division INVESTMENT DEALERS ASSOCIATION OF CANADA 121 King Street West, Suite 1600 Toronto, ON M5H 3T9

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