SETTLEMENT AGREEMENT

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Settlement Agreement
File No. 201209


IN THE MATTER OF A SETTLEMENT HEARING
PURSUANT TO SECTION 24.4 OF BY-LAW NO. 1 OF
THE MUTUAL FUND DEALERS ASSOCIATION OF CANADA

Re: Corey William McPherson


SETTLEMENT AGREEMENT

I.
INTRODUCTION

1.
By Notice of Settlement Hearing, the Mutual Fund Dealers Association of Canada (the
“MFDA”) will announce that it proposes to hold a hearing to consider whether, pursuant to
section 24.4 of By-law No. 1, a hearing panel of the Pacific Regional Council (the “Hearing
Panel”) of the MFDA should accept the settlement agreement (the “Settlement Agreement”)
entered into between Staff of the MFDA (“Staff”) and Corey William McPherson (the
“Respondent”).

II.
JOINT SETTLEMENT RECOMMENDATION

2.
Staff conducted an investigation of the Respondent’s activities. The investigation
disclosed that the Respondent had engaged in activity for which the Respondent could be
penalized on the exercise of the discretion of the Hearing Panel pursuant to s. 24.1 of By-law No.
1.

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3.
Staff and the Respondent recommend settlement of the matters disclosed by the
investigation in accordance with the terms and conditions set out below. The Respondent agrees
to the settlement on the basis of the facts set out in Part IV herein and consents to the making of
an Order in the form attached as Schedule “A”.

4.
Staff and the Respondent agree that the terms of this Settlement Agreement, including the
attached Schedule “A”, will be released to the public only if and when the Settlement Agreement
is accepted by the Hearing Panel.

III.
ACKNOWLEDGEMENT

5.
Staff and the Respondent agree with the facts set out in Part IV herein for the purposes of
this Settlement Agreement only and further agree that this agreement of facts is without
prejudice to the Respondent or Staff in any other proceeding of any kind including, but without
limiting the generality of the foregoing, any proceedings brought by the MFDA (subject to Part
X) or any civil or other proceedings which may be brought by any other person or agency,
whether or not this Settlement Agreement is accepted by the Hearing Panel.

IV.
AGREED FACTS

Registration History

6.
The Respondent was registered in British Columbia as a mutual fund salesperson with
TD Investment Services Inc. (“TDIS”) from February 22, 2010 to July 15, 2011, at which time
the Respondent resigned.

7.
The Respondent is not currently registered in the securities industry in any capacity.

Falsification of Client Signature

8.
At all material times, RS was a client of TDIS and the Respondent was the mutual fund
salesperson responsible for servicing RS’s account.

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9.
The Respondent had a pre-existing relationship with client RS as the Respondent had
previously assisted client RS with several personal banking transactions.

10.
On July 9, 2011, the Respondent met with client RS regarding his mutual fund account
and a transfer of monies from another financial institution to TDIS. During this meeting, client
RS executed all of the documents required to process a transfer from another financial institution
to TDIS and the purchase of a mutual fund in his account at TDIS, except a ‘Transaction and
Account Maintenance Form’ (“Account Maintenance Form”), which the Respondent failed or
omitted to ensure that client RS executed.

11.
The Account Maintenance Form indicated the name, address and account number for
client RS together with a message regarding the transaction to be undertaken on behalf of the
client. In this case, the message field of the Account Maintenance Form indicated that
approximately $11,000 was to be transferred from another institution to TDIS and invested in the
TD Comfort Growth Portfolio Fund. The Account Maintenance Form was required by TDIS
back office to ensure that once the transferred monies were received from the other financial
institution, the monies were invested in the mutual fund(s) selected by client RS.

12.
On July 12, 2011, CP, who was acting in a supervisory capacity and reviewing
transactions at the branch level to ensure compliance, noticed that client RS has not signed the
Account Maintenance Form.

13.
CP noted the non-compliance issue in the deficiency binder used to track deficiencies.
The non-compliant file was then returned to the Respondent in order to have the deficiency
remedied.

14.
On July 12, 2011, the Respondent met with CP and questioned why client RS’s file was
considered non-compliant. CP explained the issue regarding the missing signature and the
Respondent acknowledged that client RS had not signed the Account Maintenance Form.

15.
The Respondent returned client RS’s file to CP within a few hours of the discussion
between CP and the Respondent with the Account Maintenance Form purportedly signed by
client RS.

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16.
On July 12, 2011, CP questioned the Respondent regarding the signature on client RS’s
Account Maintenance Form and in particular, if client RS attended at the branch to sign the
Account Maintenance Form. The Respondent indicated that client RS had not attended at the
branch.

17.
The Respondent admitted to CP and TDIS that he falsified client RS’s signature on the
Account Maintenance Form.

18.
On July 15, 2011, the Respondent resigned from TDIS.

19.
Client RS was not aware at the time that the Respondent had falsified client RS’s
signature on the Account Maintenance Form and submitted it for processing. However, TDIS
subsequently confirmed with client RS during the course of its supervisory review that the
Account Maintenance Form accurately reflected his instructions to the Respondent with respect
to the purchase of mutual funds for his account.

TDIS’s Policies and Procedures

20.
On or about May 20, 2011, the Respondent completed his 2011 Annual Attestation to the
Code of Conduct and Ethics for employees of TDIS.

21.
The Code of Conduct and Ethics for TDIS employees specifically addresses falsifying
accounts, documents and records and provides that it will not be tolerated under any
circumstances.

Mitigating Factors

22.
The Respondent has not previously been the subject of MFDA disciplinary proceedings
and has cooperated with the MFDA Staff’s investigation into his conduct..

23.
The Respondent did not receive any financial benefit as a result of his conduct.

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V.
RESPONDENT’S REPRESENTATIONS

24.
The Respondent states that he believed that obtaining a signed Account Maintenance
Form was time sensitive in order to process the transfer and subsequent purchase without delay.

25.
The Respondent states that he falsified client RS’s signature on the Account Maintenance
Form for the client’s convenience.

26.
The Respondent acknowledges that he made an error in judgment in falsifying client
RS’s signature but it is his position that he had the best interests of his client in mind.

VI.
CONTRAVENTIONS

27.
The Respondent admits that on or about July 9, 2011, he failed to observe high standards
of ethics and conduct in the transaction of business by falsifying client RS’s signature on a client
account document which was required by the Member in order to facilitate the completion of the
transfer of $11,000 from another financial institution by ensuring the correct mutual fund was
purchased with the transferred monies, contrary to MFDA Rule 2.1.1(b).

VII. TERMS OF SETTLEMENT

28.
The Respondent agrees to the following terms of settlement:

(a) the Respondent shall pay a fine in amount of $1,500 pursuant to section 24.1.1 of
MFDA By-law No. 1;
(b) the Respondent shall pay costs in the amount of $1,000.00, pursuant to s. 24.2 of
MFDA By-law No. 1;
(c) the Respondent shall in the future comply with MFDA Rule 2.1.1; and
(d) the Respondent will attend in person, on the date set for the Settlement Hearing.

VIII. STAFF COMMITMENT

29.
If this Settlement Agreement is accepted by the Hearing Panel, Staff will not initiate any

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proceeding under the By-laws of the MFDA against the Respondent in respect of the
contraventions described in Part VI of this Settlement Agreement, subject to the provisions of
Part X below. Nothing in this Settlement Agreement precludes Staff from investigating or
initiating proceedings in respect of any facts and contraventions that are not set out in Parts IV
and VI of this Settlement Agreement or in respect of conduct that occurred outside the specified
date ranges of the facts and contraventions set out in Parts IV and VI, whether known or
unknown at the time of settlement. Furthermore, nothing in this Settlement Agreement shall
relieve the Respondent from fulfilling any continuing regulatory obligations

IX.
PROCEDURE FOR APPROVAL OF SETTLEMENT

30.
Acceptance of this Settlement Agreement shall be sought at a hearing of the Pacific
Regional Council of the MFDA on a date agreed to by counsel for Staff and the Respondent.

31.
Staff and the Respondent may refer to any part, or all, of the Settlement Agreement at the
settlement hearing. Staff and the Respondent also agree that if this Settlement Agreement is
accepted by the Hearing Panel, it will constitute the entirety of the evidence to be submitted
respecting the Respondent in this matter, and the Respondent agrees to waive its his rights to a
full hearing, a review hearing before the Board of Directors of the MFDA or any securities
commission with jurisdiction in the matter under its enabling legislation, or a judicial review or
appeal of the matter before any court of competent jurisdiction.

32.
Staff and the Respondent agree that if this Settlement Agreement is accepted by the
Hearing Panel, then the Respondent shall be deemed to have been penalized by the Hearing
Panel pursuant to s. 24.1.2 of By-law No. 1 for the purpose of giving notice to the public thereof
in accordance with s. 24.5 of By-law No. 1.

33.
Staff and the Respondent agree that if this Settlement Agreement is accepted by the
Hearing Panel, neither Staff nor the Respondent will make any public statement inconsistent with
this Settlement Agreement. Nothing in this section is intended to restrict the Respondent from
making full answer and defence to any civil or other proceedings against him.

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X.
FAILURE TO HONOUR SETTLEMENT AGREEMENT

34.
If this Settlement Agreement is accepted by the Hearing Panel and, at any subsequent
time, the Respondent fails to honour any of the Terms of Settlement set out herein, Staff reserves
the right to bring proceedings under section 24.3 of the By-laws of the MFDA against the
Respondent based on, but not limited to, the facts set out in Part IV of the Settlement Agreement,
as well as the breach of the Settlement Agreement. If such additional enforcement action is
taken, the Respondent agrees that the proceeding(s) may be heard and determined by a hearing
panel comprised of all or some of the same members of the hearing panel that accepted the
Settlement Agreement, if available.

XI.
NON-ACCEPTANCE OF SETTLEMENT AGREEMENT

35.
If, for any reason whatsoever, this Settlement Agreement is not accepted by the Hearing
Panel or an Order in the form attached as Schedule “A” is not made by the Hearing Panel, each
of Staff and the Respondent will be entitled to any available proceedings, remedies and
challenges, including proceeding to a disciplinary hearing pursuant to sections 20 and 24 of By-
law No. 1, unaffected by this Settlement Agreement or the settlement negotiations.

36.
Whether or not this Settlement Agreement is accepted by the Hearing Panel, the
Respondent agrees that it he will not, in any proceeding, refer to or rely upon this Settlement
Agreement or the negotiation or process of approval of this Settlement Agreement as the basis
for any allegation against the MFDA of lack of jurisdiction, bias, appearance of bias, unfairness,
or any other remedy or challenge that may otherwise be available.

XII. DISCLOSURE OF AGREEMENT

37.
The terms of this Settlement Agreement will be treated as confidential by the parties
hereto until accepted by the Hearing Panel, and forever if, for any reason whatsoever, this
Settlement Agreement is not accepted by the Hearing Panel, except with the written consent of
both the Respondent and Staff or as may be required by law.

38.
Any obligations of confidentiality shall terminate upon acceptance of this Settlement

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Agreement by the Hearing Panel.

XIII. EXECUTION OF SETTLEMENT AGREEMENT

39.
This Settlement Agreement may be signed in one or more counterparts which together
shall constitute a binding agreement.

40.
A facsimile copy of any signature shall be effective as an original signature.

Dated this 13th day of September, 2012.

[intentionally left blank]

“Corey William McPherson”
Witness – Signature

Corey William McPherson

[intentionally left blank]
Witness – Print name

“Shaun
Devlin”

Staff of the MFDA
Per: Shaun Devlin
Vice-President, Enforcement

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Schedule “A”
Order
File No. 201209

IN THE MATTER OF A SETTLEMENT HEARING
PURSUANT TO SECTION 24.4 OF BY-LAW NO. 1 OF
THE MUTUAL FUND DEALERS ASSOCIATION OF CANADA

Re: Corey William McPherson



ORDER


WHEREAS on June 3, 2013, the Mutual Fund Dealers Association of Canada (the
“MFDA”) issued a Notice of Settlement Hearing pursuant to sections 24.2 of By-law No. 1 in
respect of Corey William McPherson (the “Respondent”);

AND WHEREAS the Respondent entered into a settlement agreement with Staff of the
MFDA, dated September 13, 2012 (the “Settlement Agreement”), in which the Respondent
agreed to a proposed settlement of matters for which the Respondent could be disciplined
pursuant to ss. 20 and 24.1 of By-law No. 1;

AND WHEREAS the Hearing Panel is of the opinion that the Respondent on or about
July 9, 2011, failed to observe high standards of ethics and conduct in the transaction of business
by falsifying client RS’s signature on a client account document required by the Member in order
to facilitate the completion of the transfer of $11,000 from another financial institution by
ensuring the correct mutual fund was purchased with the transferred funds, contrary to MFDA
Rule 2.1.1(b);

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IT IS HEREBY ORDERED THAT the Settlement Agreement is accepted, as a
consequence of which:

1.
If at any time a non-party to this proceeding requests production of, or access to,
any materials filed in, or the record of, this proceeding, including all exhibits and
transcripts, then the MFDA Corporate Secretary shall not provide copies of, or access to,
the requested documents to the non-party without first redacting from them any and all
intimate financial or personal information, pursuant to Rules 1.8(2) and (5) of the MFDA
Rules of Procedure;

2.
The Respondent shall pay a fine in the amount of $1,500.00, pursuant to section
24.1.1 of MFDA By-law No. 1;

3.
The Respondent shall pay costs in the amount of $1,000.00, pursuant to s. 24.2 of
MFDA By-law No. 1;

4.
The Respondent shall in the future comply with all MFDA By-laws, Rules and
Policies, and all applicable securities legislation and regulations made thereunder, including
MFDA Rule 2.1.1.

DATED this [day] day of [month], 20[ ].

Per: __________________________

[Name of Public Representative], Chair

Per: _________________________

[Name of Industry Representative]

Per: _________________________

[Name of Industry Representative]
DM 348127 v1

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