September 24, 2025
IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (the Jurisdiction)
AND
IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS
AND
IN THE MATTER OF JARISLOWSKY, FRASER LIMITED / JARISLOWSKY, FRASER LIMITÉE (JFL)
AND
1832 ASSET MANAGEMENT L.P. / GESTION D’ACTIFS 1832 S.E.C. (1832) (THE FILERS)
DECISION
Background
The principal regulator in the Jurisdiction has received an application from the Filers, for a decision under the securities legislation of the Jurisdiction (the Legislation) providing exemptions from the requirements contained in sections 2.2, 2.3, 3.2 and 4.2 of National Instrument 33-109 Registration Information (NI 33-109) pursuant to section 7.1 of NI 33-109 to allow the bulk transfer (the Bulk Transfer) of all of the registered individuals (the JFL Individuals) and all business locations (the Locations) of JFL to 1832, on or about November 1, 2025 (the Transfer Date), in accordance with section 3.4 of the Companion Policy to NI 33-109 (the Exemption Sought). The Bulk Transfer is requested in connection with the transfer of JFL’s business to 1832 by way of an asset transfer expected to occur on the Transfer Date (the Transfer).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):
(a) the Ontario Securities Commission is the principal regulator for this application; and
(b) the Filers have provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon by the Filers in each jurisdiction outside of Ontario (together with Ontario, the Jurisdictions).
Interpretation
Terms defined in National Instrument 14-101 Definitions and in MI 11-102 have the same meaning if used in this decision, unless otherwise defined.
Representations
This decision is based on the followed facts represented by the Filers:
JFL
JFL is a wholly owned subsidiary of The Bank of Nova Scotia (BNS). The head office of JFL is located at 1010 Sherbrooke Street W., 20th floor, Montreal, Québec, H3A 2R7 (the Montreal office).
JFL is registered as: (i) a portfolio manager in each of the provinces and territories of Canada, (ii) an exempt market dealer in each of the provinces and territories of Canada, (iii) an investment fund manager in Alberta, British Columbia, Ontario, Québec and Newfoundland and Labrador, (iv) an adviser in Manitoba, (v) a commodity trading manager in Ontario and (vi) a derivatives portfolio manager in Québec. JFL is also a registered investment adviser with the U.S. Securities and Exchange Commission.
JFL operates out of the following Locations: (i) the Montreal office, (ii) 40 Temperance Street, Suite 1800, Toronto, Ontario, M5H 0B4 (the Toronto office), (iii) Millennium Tower, 440 2nd Avenue S.W., Suite 700, Calgary, Alberta, T2P 5E9 (the Calgary office) and (iv) 650 West Georgia Street, Suite 450, Vancouver, British Columbia, V6B 4N7 (the Vancouver office).
The JFL private wealth business (JFL Private Wealth) includes 22 registered individuals (including 17 individuals registered as advising representatives and 5 individuals registered as associate advising representatives) (collectively, JFL Private Wealth Team). All such individuals are currently employed by BNS. The JFL Private Wealth Team provides services from the Toronto office, Montreal office, Calgary office and Vancouver office.
The JFL institutional business (JFL Institutional) includes 21 registered individuals (including 15 individuals registered as advising representatives and 6 individuals registered as associate advising representatives) (collectively, JFL Institutional Team). All such individuals are currently employed by BNS. The JFL Institutional Team provides services from the Toronto office, Montreal office, Calgary office and Vancouver office.
The JFL investment research group (JFL Investment Research) includes 16 registered individuals (including 15 individuals registered as advising representatives and 1 individual registered as an associate advising representatives) (collectively, JFL Investment Research Team). All such individuals are currently employed by BNS. The JFL Research Team provides services from the Toronto office and the Montreal office.
The JFL Private Wealth Team, JFL Institutional Team and JFL Investment Research Team, collectively, comprise the JFL Individuals for whom the Bulk Transfer is sought.
One of the JFL Individuals is registered as a Derivatives Advising Representative (Derivatives Portfolio Manager) in Québec and as an Adviser in Manitoba. The registration of this individual will not be included in the Bulk Transfer and will instead be manually reinstated with 1832 on the Transfer Date.
JFL is not in default of any requirements of securities legislation in the Jurisdictions.
1832
1832 is, indirectly, a wholly-owned subsidiary of BNS. The head office of 1832 is located at 40 Temperance Street, 16th Floor, Toronto, Ontario, M5H 1Y4.
1832 is registered as: (i) a portfolio manager in each of the provinces and territories of Canada, (ii) an exempt market dealer in each of the provinces and territories of Canada, (iii) an investment fund manager in Ontario, Québec, Newfoundland and Labrador and the Northwest Territories, (iv) a commodity trading manager in Ontario, (v) an adviser in Manitoba and (vi) a derivatives portfolio manager in Québec.
1832 is not in default of any requirements of securities legislation in the Jurisdictions.
The Transfer
As each of JFL and 1832 is, directly or indirectly, a wholly-owned subsidiary of BNS, the Transfer will occur as part of an internal reorganization.
The ultimate ownership of 1832 will remain unchanged after the Transfer and other related reorganization steps. After a period of time following the closing of the Transfer, JFL will be dissolved. Following the Transfer, JFL will commence the process of surrendering its registration prior to its dissolution.
Immediately following the Transfer, each of JFL Private Wealth and JFL Institutional will continue to operate as distinct lines of business.
It is anticipated that the JFL Private Wealth Team will be integrated into 1832’s private investment counsel business, which is expected to take effect in 2026.
It is anticipated that the same individuals who service the JFL Private Wealth client accounts being transferred will continue managing such accounts after the Transfer from the same Locations.
It is anticipated that JFL Institutional will continue as a distinct business line.
It is anticipated that the same individuals who service the JFL Institutional client accounts being transferred will continue managing such accounts after the Transfer from the same Locations.
The JFL Investment Research Team will continue to provide the same services to JFL Private Wealth, JFL Institutional and the JFL prospectus-exempt investment funds post-Transfer from the same Locations.
Submissions in support of the exemption
Effective as of the Transfer Date, all activities currently conducted by JFL Private Wealth, JFL Institutional and JFL Investment Research will be under the responsibility of 1832. 1832 will conduct the same operations, essentially in the same manner as conducted before the Transfer.
1832 has sufficient resources to comply with all applicable conditions of its registrations under Canadian securities laws in respect of the additional JFL Individuals.
Subject to obtaining the Exemption Sought, no disruption in the services provided by the JFL Individuals to the clients of JFL Private Wealth, JFL Institutional or JFL Investment Research is anticipated as a result of the Transfer.
The Exemption Sought will not have any negative consequences on the ability of the Filers to comply with any applicable regulatory requirements or their ability to satisfy any of their obligations in respect of their clients.
Given the number of JFL Individuals and Locations to be transferred from JFL to 1832 on the Transfer Date, it would be onerous to transfer each of the JFL Individuals and Locations through NRD in accordance with the requirements of NI 33-109 if the Exemption Sought is not granted.
The Filers are registered in the same categories of registration, and in the same jurisdictions, thereby affording the opportunity to seamlessly transfer the JFL Individuals and Locations from JFL to 1832 on the Transfer Date by way of Bulk Transfer.
At the time of the Bulk Transfer, all of the JFL Individuals will be the only registered individuals servicing JFL Private Wealth, JFL Institutional and JFL Investment Research and the Locations will be the only business locations of JFL. Accordingly, the transfer of the JFL Individuals and Locations on the Transfer Date by means of the Bulk Transfer can be implemented without any significant disruption to the activities of the JFL Individuals, the Locations or the Filers.
Allowing the Bulk Transfer of the JFL Individuals to occur on the Transfer Date will benefit (and have no detrimental impact on) the clients of the Filers by facilitating seamless service on the part of the JFL Individuals and the Filers.
JFL has provided prior notice of the Transfer to its clients in accordance with the requirements of Section 14.11 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.
The Exemption Sought complies with the requirements of, and the reasons for, a bulk transfer as set out in Section 3.4 of the Companion Policy to NI 33-109 and Appendix D thereto.
Decision
The principal regulator is satisfied that the decision meets the tests set out in the Legislation for the principal regulator to make the decision.
The decision of the principal regulator under the Legislation is that the Exemption Sought is granted.
Elizabeth Topp
Elizabeth Topp Associate Vice President, Investment Management Division Ontario Securities Commission
Application #: 2025/0488