Venable Park Investment Counsel Inc. (Re), 2025 CanLII 107876

October 22, 2025

IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (the Jurisdiction)

AND

R.N.CROFT FINANCIAL GROUP INC. (CFG, and together with VPIC, the Filers)

Background

The principal regulator in the Jurisdiction (the Decision Maker) has received an application from the Filers for a decision under the securities legislation of the Jurisdiction (the Legislation), pursuant to section 15.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103), for an exemption from the restrictions in paragraphs 4.1(1)(a) and (b) of NI 31-103 to permit Cory Venable (the Representative) to be registered as an advising representative of VPIC while being registered as an advising representative of CFG, and to act as an officer and director of VPIC while being registered as an advising representative of CFG, for a limited period of time following the acquisition of VPIC by CFG, which includes the acquisition of all client accounts of VPIC by CFG (the Exemption Sought).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

a. the Ontario Securities Commission (OSC) is the principal regulator of the Filers for this application, and

b. the Filers have provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Québec, Saskatchewan.

Interpretation

Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.

Representations

This decision is based on the following facts represented by the Filers:

VPIC

VPIC is a corporation existing under the laws of the Province of Ontario with its head office in Ontario. VPIC is registered as a portfolio manager in Alberta, British Columbia, Nova Scotia, and Ontario. Its principal regulator is the OSC.
VPIC uses its portfolio manager category of registration to primarily offer discretionary investment advisory services to its clients.
VPIC is not in default of any requirement of securities legislation in any jurisdiction of Canada.
The Representative is registered as an advising representative of VPIC. The Representative is also an officer and director of VPIC.

CFG

CFG is a corporation existing under the laws of the Province of Ontario with its head office in Ontario. CFG is registered as a portfolio manager in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Québec, and Saskatchewan, and as an investment fund manager in Ontario, Québec and Newfoundland and Labrador. Its principal regulator is the OSC.
CFG uses its investment fund manager category of registration to manage the day-to-day operations of proprietary funds and uses its portfolio manager category of registration to provide investment advice to clients, including managed accounts and investment funds.
CFG is not in default of any requirement of securities legislation in any jurisdiction of Canada.

The Transaction

The Filers are each independently owned and are not affiliates of one another.
The application for the Exemption Sought is made in relation to the transfer of all client accounts of VPIC to CFG (the Transaction). In connection with the Transaction, the Representative is seeking registration as an advising representative of CFG under the securities legislation of each of the jurisdictions where CFG is registered.
The OSC provided its non-objection to the Transaction on October 15, 2025, thus allowing VPIC to initiate the transfer of client accounts in relation to the Transaction to CFG (the Account Transfer Date). VPIC will transfer client accounts to CFG in a timely manner.
Upon the completion of the transfer or closure of all client accounts, VPIC will apply to surrender its registration as a portfolio manager.

Dual Registration

During the period from the Account Transfer Date to the date that the firm surrender of VPIC is accepted by the OSC, VPIC and CFG require the Representative to be:

a. an officer, director and advising representative of VPIC to facilitate the orderly wind-up of VPIC’s registerable business and operations and ensure appropriate client account transfers; and

b. an advising representative of CFG, to provide advisory services in relation to former clients of VPIC who will become clients of CFG that are similar to the advisory services the Representative performed on behalf of VPIC.

After the Account Transfer Date, the Representative, as VPIC’s officer and director, will act in such capacity only to comply with regulatory requirements, including working to transfer VPIC’s client accounts to CFG or to another registered firm.
The Filers are aware that not all client accounts will be able to move from VPIC to CFG at the same time and as such, some client accounts would be reassigned to the Representative on a temporary basis. In respect of each client account reassigned to the Representative on a temporary basis, the Representative will comply with all obligations set out in NI 31-103, including know your client, know your product and suitability determination requirements.
The Representative will have sufficient time and resources to adequately meet his obligations to each of VPIC and CFG. The chief compliance officer (CCO) and ultimate designated person (UDP) of each Filer will ensure that the Representative has sufficient time and resources to adequately serve the respective Filer and its clients.
The Filers have in place policies and procedures to address, in the best interest of clients, any material conflicts of interest that may arise as a result of the dual registration of the Representative.
The Representative will be subject to supervision by, and the applicable compliance requirements of, both Filers.
CFG has compliance and supervisory policies and procedures in place to monitor the conduct of its representatives, including the Representative, and to ensure CFG addresses any material conflicts of interest in the best interest of clients.
CFG will supervise the activities that the Representative will conduct on behalf of VPIC in the same way that it does other outside activities of its registered individuals, including by holding meetings regularly with him and obtaining regular status reports from him.
The relationship between the Filers and the fact that the Representative is dually registered with both Filers will be fully disclosed in writing to clients and prospective clients of each Filer that deal with the Representative.
In the absence of the Exemption Sought, the Filers would be prohibited under paragraphs 4.1(1)(a) and 4.1(1)(b) of NI 31-103 from permitting the Representative to be registered as an advising representative of VPIC, or acting as an officer or director of VPIC, while also being registered as an advising representative of CFG.
The Representative will act in the best interest of all clients of each Filer and will deal fairly, honestly and in good faith with the clients of each Filer.

Decision

The Decision Maker in respect of the Exemption Sought is satisfied that the decision meets the test set out in the Legislation.

The decision of the Decision Maker under the Legislation is that the Exemption Sought is granted provided that:

a. the Representative is subject to supervision by, and the applicable compliance requirements of, both Filers;

b. the CCO and UDP of each Filer ensures that the Representative has sufficient time and resources to adequately service each Filer and its respective clients;

c. the Filers each have adequate policies and procedures in place to address material conflicts of interest that may arise as a result of the dual registration of the Representative in the best interest of clients;

d. the relationship between the Filers and the fact that the Representative is dually registered with both of them is fully disclosed in writing to clients and prospective clients of each of them that deal with the Representative; and

e. the Exemption Sought expires on the date on which the registration of VPIC is revoked.

Elizabeth Topp

Associate Vice President, Investment Management Division

Ontario Securities Commission

App. # : 2025/0418