December 22, 2025
In the Matter of
the Securities Legislation of
the Province of Ontario (the Jurisdiction)
and
In the Matter of
the Process for Exemptive Relief Applications in Multiple Jurisdictions
and
In the Matter of
ZLC Wealth Inc. (ZLC) and Quintessence Wealth (Q Wealth) (together, the Filers)
Decision
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 of the principal regulator (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 Jonathan McKinney (the Representative) to be registered as an advising representative of Q Wealth while also acting as the Ultimate Designated Person, Chief Compliance Officer, advising representative and director at ZLC for a limited period of time following the acquisition of all client accounts of ZLC by Q Wealth (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 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, Prince Edward Island, Québec, Saskatchewan and Yukon.
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:
ZLC
ZLC is a corporation existing under the laws of the Province of British Columbia with its head office in British Columbia. ZLC is registered as a portfolio manager and exempt market dealer (EMD) in Alberta, British Columbia, and Ontario. Its principal regulator is the British Columbia Securities Commission.
ZLC uses its portfolio manager category of registration to advise segregated managed accounts and its EMD category to serve non-discretionary EMD accounts.
ZLC is not in default of any requirement of securities legislation in any jurisdiction of Canada.
The Representative is a director of ZLC. He is also registered as its chief compliance officer and is an advising representative of ZLC.
Garry Zlotnick is the Ultimate Designated Person of ZLC.
Quintessence Wealth
Q Wealth is a partnership existing under the laws of the Province of Ontario with its head office in Ontario. Q Wealth is registered as a portfolio manager in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Prince Edward Island, Quebec, Saskatchewan and Yukon, as an exempt market dealer in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Quebec and Saskatchewan, as an investment fund manager in Ontario, Quebec and Newfoundland and Labrador and as a Commodity Trading Manager in Ontario. Its principal regulator is the OSC.
Q Wealth uses its investment fund manager category of registration to manage the day-to-day operations of proprietary funds.
Q Wealth uses its exempt market dealer category of registration to engage in acts in furtherance of trades for business purposes.
Q Wealth uses its portfolio manager category of registration to provide investment advice to clients, including segregated managed accounts and investment funds.
Q Wealth uses its commodity trading manager category of registration to trade commodities in its propriety funds.
Q Wealth is not in default of any requirement of securities legislation in any jurisdiction of Canada.
Q Wealth has ongoing business model terms and conditions imposed on its registration since 2023.
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 ZLC to Q Wealth (the Transaction). In connection with the Transaction, the Representative is seeking registration as an advising representative of Q Wealth under the securities legislation of each of the jurisdictions where Q Wealth is registered.
The OSC provided its non-objection to the Transaction on December 11, 2025 thus allowing ZLC to initiate the transfer of client accounts in relation to the Transaction to Q Wealth (the Account Transfer Date). ZLC will transfer client accounts to Q Wealth in a timely manner.
Upon completion of the transfer or closure of all client accounts, ZLC 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 ZLC is accepted, ZLC and Q Wealth require the Representative to be:
(a) The Ultimate Designated Person, Chief Compliance Officer, director and advising representative of ZLC to facilitate the orderly wind-up of ZLC’s registerable business and operations and ensure appropriate client account transfer; and
(b) an advising representative of Q Wealth, to provide services in relation to former clients of ZLC who will become clients of Q Wealth that are similar to the services he performed on behalf of ZLC.
After the Account Transfer Date, the Representative, as ZLC’s director, Ultimate Designated Person and Chief Compliance Officer, will act in such capacity only to comply with regulatory requirements, including working to transfer ZLC’s client accounts to Q Wealth or to another registered firm.
The Filers are aware that not all client accounts will be able to move from ZLC to Q Wealth 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 ZLC and Q Wealth. The Chief Compliance Officer and Ultimate Designated Person 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 any conflicts of interest that may arise as a result of the dual registration of the Representative. Following the transfer of its client accounts to Q Wealth, the activities of ZLC will be administrative in nature which should result in there being few, if any, conflicts of interest.
The Representative will be subject to supervision by, and the applicable compliance requirements of, both Filers.
Q Wealth has compliance and supervisory policies and procedures in place to monitor the conduct of its representatives, including the Representative, and to ensure Q Wealth can deal appropriately with any conflicts of interest that may arise in the best interest of clients.
Q Wealth will supervise the activities that the Representative will conduct on behalf of ZLC 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 of 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 who 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 act as an advising representative, director and officer of ZLC while also acting as an advising representative of Q Wealth.
The Representative will act in the best interest of all clients of each Filer and will deal fairly, honestly and in good faith with 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:
i. The Representative is subject to supervision by, and the applicable compliance requirements of, both Filers;
ii. The Chief Compliance Officer and Ultimate Designated Person of each Filer ensures that the Representative has sufficient time and resources to adequately service each Filer and its respective clients;
iii. The Filers each have adequate policies and procedures in place to address any material conflicts of interest that may arise as a result of the dual registration of the Representative in the best interest of clients;
iv. 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
v. The Exemption Sought expires on the date on which the registration of ZLC is revoked.
“Darren McKall”
_______________________________________ Darren McKall Associate Vice President, Investment Management Division Ontario Securities Commission
App. #2025/0695