SETTLEMENT AGREEMENT

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Settlement Agreement
File No. 201417


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: Thomas Charles Bulloch



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 Central 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 the Respondent, Thomas Charles Bulloch.

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.
Page 1 of 18

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
XI) 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.
From December 1, 1987 to February 1, 2011, the Respondent was registered as a mutual
fund salesperson with Sun Life Financial Investment Services (Canada) Inc. or its predecessors
(“Sun Life” or the “Member”). The Respondent retired at the end of April 2010 and the
Respondent’s Advisor Agreement with the Member accordingly ended effective May 1, 2010.
However, the Respondent remained registered and held the title of Associate Advisor to oversee
the transition of his client roster to new Sun Life advisors. Transfer of the Respondent’s clients
was completed in early 2011 and the Respondent formally resigned from Sun Life effective
February 1, 2011.

Page 2 of 18

7.
At all material times, the Respondent carried on business in and around Orangeville,
Ontario.

8.
Sun Life Financial Services (Canada) Inc. has been a MFDA Member since January 11,
2002

Seaquest Corporation and Seaquest Capital Corporation

9.
Sometime in 2006, the Respondent was contacted by an individual named DH. DH was
the Senior Vice-President, Corporate Finance of Harris Brown & Partners Inc. (“Harris Brown”).
At Harris Brown, DH promoted various investment products offered by, among others: Seaquest
Corporation (“Seaquest”); Seaquest Capital Corporation (“Seaquest Capital”); Business Finance
and Credit Corporation (“BFCC”); MMI Capital Corporation (“MMI Capital”) and
Environmatrix Technologies Inc. (“Environmatrix”).

10.
Seaquest and Seaquest Capital were privately owned finance companies that provided
demand loans, bridge loans, trade credit facility programs and other forms of financing to
businesses that required capital and were unable to obtain temporary financing from traditional
lenders, such as banks.

11.
In addition, Seaquest Capital had two subsidiaries: MMI Capital and BFCC. MMI
Capital provided structured subordinated and mezzanine debt for management buyouts,
acquisitions, expansion, restructuring and recapitalizations and BFCC offered asset-based
financing for equipment, machinery and real estate.

12.
DH invited the Respondent to visit the offices of Harris Brown in order to meet some of
the other members of the firm. The Respondent was subsequently asked, and agreed, to provide
Harris Brown with a group benefits plan for its employees.

13.
In April 2007, Secure Benefit Solutions (“SBS”), a company controlled by the
Respondent, invested $100,000 in an investment product offered by Seaquest Capital which paid
interest at 12% per annum for a six month term. This initial investment was subsequently rolled
Page 3 of 18

over and increased to $200,000. SBS continued to invest with Seaquest Capital until redeeming
its entire account in or around April 2009. Beginning in June 2008, the Respondent also
personally invested an additional $200,000 in Seaquest Capital which was redeemed in or around
February 2011 to resolve a family dispute.

14.
In 2009, DH left Harris Brown and became the Managing Director of Seaquest Global
Corporation.

Clients FB and LP

15.
The Respondent had been the mutual fund sales person responsible for servicing the
accounts of the parents of FB and LP at Sun Life, on and off, for almost 20 years. FB and LP are
sisters. FB did not become a client of Sun Life until late 2007, as described below. LP was an
existing client of Sun Life.

16.
On or about October 1, 2007, the mother of FB and LP died. As part of their inheritance,
FB and LP each received $250,000 and each of their respective children received $100,000 as
well. FB has 3 children and LP has 2 children. The funds inherited by FB and LP and their
children were the proceeds of a joint life insurance policy bought by their parents with the
Respondent acting as agent on that sale.

17.
In late 2007, FB directed Sun Life to pay the death benefit proceeds from the joint life
insurance policy into a Sun Life money market account. The Respondent was the salesperson
responsible for FB’s money market account at Sun Life. This was the first occasion on which FB
had been a Sun Life client serviced by the Respondent.

18.
From October 16, 2007 to November 2, 2007, FB made the following purchases in her
Sun Life account using some of the monies she and her children had inherited:

Date of Purchase:
Account No.
Fund Purchased:
Amount of Purchase:
Page 4 of 18

16-Oct-07
OPEN Account
CI Money Market FE
$251,122.191
2-Nov-07
OPEN Account
CI Money Market FE
$250,095.75
2-Nov-07
ITF JB
CI Money Market FE
$100,038.30
2-Nov-07
ITF CB
CI Money Market FE
$100,038.30
2-Nov-07
ITF CHB
CI Money Market FE
$100,038.30

19.
From June 12, 2007 to November 2, 2007, client LP made the following purchases in her
Sun Life account with the monies she inherited as well as some of her own monies:

Date of Purchase: Account No.
Fund Purchased:
Amount of Purchase:
12-Jun-07
OPEN Account
CI Global Balanced Corp. $110,000
Class
16-Oct-07
OPEN Account
CI Short-Term Corporate Class $251,122.192
2-Nov-07
OPEN Account
CI Money Market Fund
$250,095.75

20.
Sometime after clients FB and LP purchased the investments described in the charts
above, they re-attended at the Respondent’s office to discuss what other investment products
were available to them.

21.
The Respondent advised clients FB and LP that Sun Life had various guaranteed
investment products and mutual funds, however, neither client FB nor client LP were interested
in the investment products presented by the Respondent. It was at this time that the Respondent
suggested that FB and LP contact DH to obtain more information about the investment
opportunities that he (DH) could provide. The Respondent informed clients FB and LP that he
had invested in some of the investment products offered by DH.

22.
Sun Life had not previously approved any of the Seaquest, MMI or BFCC products for
sale by its Approved Persons, including the Respondent. All of the sales or referrals of these
products by the Respondent to clients and other individuals, as described in detail below, were
not processed for the account or through the facilities of Sun Life.

1 These funds are derived from the proceeds of a RRIF and not related to the joint insurance policy.
2 These funds are derived from the proceeds of a RRIF and not related to the joint insurance policy.
Page 5 of 18


23.
At all material times, MFDA Rule 2.4.2 prohibited the Respondent from entering into a
referral arrangement between the Respondent in his personal capacity and any of Seaquest,
Seaquest Capital, MMI Capital or BFCC. Any such referral arrangement was required to be
between Sun Life and the other entity and be subject to the requirements of MFDA Rule 2.4.2
and sections 13.7 and 13.8 of National Instrument 31-103. Sun Life did not have a referral
arrangement with any of Seaquest, Seaquest Capital, MMI Capital or BFCC.

24.
After their meeting with the Respondent, clients FB and LP contacted DH to discuss
possible investment opportunities.

25.
The Respondent did not attend the individual meetings that clients FB and LP arranged
with DH. After meeting DH, clients FB and LP redeemed most of their investments in their
accounts at Sun Life in order to invest in products offered by Seaquest or Seaquest Capital.

26.
From November 30, 2007 through to September 2011, clients FB and LP continuously
rolled over their initial Seaquest or Seaquest Capital investments and also invested new monies
in investment products presented by DH.3 The Respondent maintained his own notes or records
of FB’s and LP’s ongoing investments and, in the course of contacting them from time to time
about their Sun Life accounts would remind them on occasion that one of Seaquest or Seaquest
Corporation investments was coming due. The table below lists the investments purchased by
clients FB and LP from Seaquest or Seaquest Capital starting on November 30, 2007:

Amount of Purchase:
Referral
Client
Date of
(entries marked with
Product Purchased:
Fee
Name:
Purchase:
asterisk [*] are
Received:
reinvestments)
Seaquest Corporation Series A
12-Dec-07
$100,000
Debenture – ITF CHB
FB
$9,275
Seaquest Corporation Series A
12-Dec-07
$100,000
Debenture – ITF JB

3 Of all the investments made by clients LP and FB and client FB in trust for her children, only CHB redeemed his
investment one year after his mother, client FB, made on his behalf. CHB received $108,000 (the original
investment plus interest earned) and did not make any further investments in Seaquest or Seaquest Capital.
Page 6 of 18

Seaquest Corporation Series A
12-Dec-07
$100,000
Debenture – ITF CB
Seaquest Corporation Series A
12-Dec-07
$360,000
Debenture
29-Aug-08
Seaquest Promissory Note
$100,000
Seaquest Corporation Series A
27-Nov-10
$214,000*
Debenture – ITF JB
Seaquest Capital Corporation
12-Dec-10
$350,000*
Debenture
FB &
30-Dec-08
Seaquest Promissory Note
$50,000
JW4
28-Feb-09
Seaquest Promissory Note
$100,000*
30-Nov-07
Seaquest Promissory Note
$200,000
Enviromatrix Technologies Inc.
30-Nov-07
$200,000
Series A Debenture
21-Oct-08
Seaquest Promissory Note
$150,000*
15-Oct-09
Seaquest Promissory Note
$150,000*
30-Nov-09
Seaquest Promissory Note
$200,000*
$22,500
29-Sep-10
BFCC Debenture
$50,000
[Only
LP
15-Oct-10
Seaquest Promissory Note
$150,000*
$19,900
17-Dec-10
BFCC Debenture
$60,000
received]
17-Jun-10
BFCC Debenture
$60,000*

Seaquest Capital Corporation
30-Apr-11
$130,000
Series A Debenture
1-Feb-11
BFCC Debenture
$25,000
29-Mar-11
BFCC Debenture
$50,000
Seaquest Capital Corporation
30-Sep-11
$130,000*
Series A Debenture

27.
As a result of the investments made by clients FB and LP in Seaquest or Seaquest
Capital, the Respondent received approximately $29,175 in referral fees or other compensation.

Sales or referrals to other clients and individuals

28.
On July 11, 2013, as part of an investigation into his activities as a mutual fund
salesperson, MFDA Staff (“Staff”) conducted an interview of the Respondent. During the
interview, the Respondent advised Staff that he referred a total of 16 individuals to DH and
Seaquest or Seaquest Capital. Of the 16 individuals referred to DH and Seaquest or Seaquest
Capital, at least 5 were mutual fund clients of Sun Life.

4 JW was not a client of the Member.
Page 7 of 18

29.
From December 2007 to September 2011, the 16 individuals referred to DH and Seaquest
or Seaquest Capital by the Respondent invested approximately $7,336,181.88 [$3,576,399.44
excluding reinvestments] in investment products offered by Seaquest or Seaquest Capital and the
Respondent received referral fees or other compensation in the total amount of approximately
$50,274.01 (inclusive of the $29,175 paid to him in respect of client FB and LP’s investments).
The Respondent received referral fees or other compensation on the initial and subsequent
investments made by the Member clients or individuals who invested in Seaquest or Seaquest
Capital.

30.
Of the mutual fund clients referred to DH and Seaquest or Seaquest Capital by the
Respondent, it appears that only client LP and client FB withdrew monies from their accounts at
Sun Life to purchase investments from Seaquest or Seaquest Capital. The investments made by
the 16 individuals the Respondent referred to DH and Seaquest or Seaquest Capital are set out in
the table below:

Amount
Client of
(entries marked
Sun Life at
Date of
Referral fee/
Name
Investment Product
with asterisk [*]
time of
Investment
compensation
are
Referral:
reinvestments)
Seaquest Capital Corporation
$2,625
27-Jul-11
$150,000
KA
No
Series A Debenture
[Funds never
27-Jul-11
BFCC Debenture
$100,000
received]
Seaquest Corporation Series A
12-Dec-07
$100,000
Debenture – ITF CHB
Seaquest Corporation Series A
12-Dec-07
$100,000
Debenture – ITF JB
Seaquest Corporation Series A
12-Dec-07
$100,000
Debenture – ITF CB
FB
Yes
Seaquest Corporation Series A
12-Dec-07
$360,000
Debenture
$9,275
29-Aug-08
Seaquest Promissory Note
$100,000
Seaquest Corporation Series A
27-Nov-10
$214,000*
Debenture – ITF JB
Seaquest Capital Corporation
12-Dec-10
$350,000*
Debenture
FB &
Yes – FB
30-Dec-08
Seaquest Promissory Note
$50,000
JW
No – JW
28-Feb-09
Seaquest Promissory Note
$100,000*
Seaquest Corporation
$7,200
06-Aug-08
$300,000
JC
Yes
Promissory Note
[Only $2700
06-Aug-09
Seaquest Corporation
$300,000*
received]
Page 8 of 18

Promissory Note
Seaquest Corporation
06-Aug-10
$300,000*
Promissory Note
Seaquest Corporation
06-Aug-11
$300,000*
Promissory Note
LDL
Seaquest Corporation
&
No
05-May-08
$96,000
$480
Promissory Note
LDL
Seaquest Corporation
27-Nov-07
$55,000
Promissory Note
Seaquest Corporation
04-Jun-08
$55,000*
Promissory Note
Seaquest Corporation
03-Dec-08
$60,000*
Promissory Note
Seaquest Corporation
03-Jun-09
$63,000
HW
Promissory Note
No
$2,225.91
(CM)
Seaquest Corporation
03-Dec-09
$67,416
Promissory Note
Seaquest Corporation
03-Jun-10
$73,483.44
Promissory Note
Seaquest Corporation
03-Dec-10
$78,994.70*
Promissory Note
Seaquest Corporation
03-Jun-11
$84,919.30*
Promissory Note
07-Jan-09
MMI Capital Corporation
$50,000
07-Jan-10
BFCC Debenture
$50,000*
GM
No
$2,250
02-Feb-11
BFCC Debenture
$50,000*
22-Mar-11
BFCC Debenture
$50,000
Seaquest Corporation
04-Jul-08
$25,000
Promissory Note
14-Nov-08
Seaquest Promissory Note
$27,000*
14-Mar-09
Seaquest Promissory Note
$29,160*
20-02-09
Seaquest Promissory Note
$30,000
$1,972.32
19-Jun-09
Seaquest Promissory Note
$25,000
[Only
CM
Yes
14-Jul-09
Seaquest Promissory Note
$31,492.80*
$1,722.32
14-Nov-09
Seaquest Promissory Note
$34,012.22*
received]
14-Mar-10
Seaquest Promissory Note
$36,052.95*
14-Jul-10
Seaquest Promissory Note
$47,855.60*
14-Nov-10
Seaquest Promissory Note
$50,248.38*
14-Mar-11
Seaquest Promissory Note
$62,760.80*
14-Jul-11
Seaquest Promissory Note
$50,000
30-Nov-07
Seaquest Promissory Note
$200,000
Enviromatrix Technologies Inc.
30-Nov-07
$200,000
Series A Debenture
$22,500
21-Oct-08
Seaquest Promissory Note
$150,000*
[Only $19,900
LP
Yes
15-Oct-09
Seaquest Promissory Note
$150,000*
received]
30-Nov-09
Seaquest Promissory Note
$200,000*

29-Sep-10
BFCC Debenture
$50,000
15-Oct-10
Seaquest Promissory Note
$150,000*
Page 9 of 18

17-Dec-10
BFCC Debenture
$60,000
17-Jun-10
BFCC Debenture
$60,000*
Seaquest Capital Corporation
17-Apr-11
$130,000
Series A Debenture
01-Feb-11
BFCC Debenture
$25,000
29-Mar-11
BFCC Debenture
$50,000
Seaquest Capital Corporation
30-Sep-11
$130,000*
Series A Debenture
MMI Capital Corporation
08-Oct-08
$53,000
Promissory Note
MMI Capital Corporation
08-Oct-09
$63,000*
JR
No
Promissory Note
$2,738.14
05-Feb-10
BFCC Debenture
$72,500*
05-Jun-10
BFCC Debenture
$74,675*
05-Dec-10
BFCC Debenture
$77,755.35*
MMI Capital Corporation
06-Oct-08
$62,500
Promissory Note
MMI Capital Corporation
06-Oct-09
$70,125*
WR
No
Promissory Note
$2,832.64
05-Feb-10
BFCC Debenture
$72,500*
05-Jun-10
BFCC Debenture
$74,975*
05-Dec-10
BFCC Debenture
$77,755.34*
PS
No
28-Jan-11
Seaquest Debenture
$6,000
$900
GSH
&
Yes
06-Nov-10
BFCC Debenture
$200,000
$3,000
KSH
WIM
No
12-Jan-11
BFCC Debenture
$100,000
$2,250
(GM)
2009 [Exact
GJ
No
MMI Capital Corporation
$320,000
Unknown
Date NA]
24-Feb-08
Seaquest Promissory Note
$50,000
24-Apr-08
Seaquest Promissory Note
$50,000
22-May-08
Seaquest Promissory Note
$50,000
11-Jul-08
Seaquest Promissory Note
$25,000
JS
No
$50,000*
Unknown
24-Aug-08
Seaquest Promissory Note
[Appears to be
reinvestment]
$25,000*
11-Nov-08
Seaquest Promissory Note
[Appears to be
reinvestment]
TOTALS:
$7,336,181.88
$60,249.01

$3,576,399.445
$50,274.016



5 Excluding reinvestment amounts.
6 Amount of referral fees actually received by the Respondent.
Page 10 of 18

Bankruptcy of Seaquest and Seaquest Capital

31.
On May 1, 2010, the Respondent retired as an active mutual fund sales person, but
remained registered in that capacity until February 1, 2011 to assist in the transition of his book
of business.

32.
In February 2011, the Respondent cashed out his investments in Seaquest Capital because
he required the monies to resolve a family dispute.

33.
On October 24, 2011, Seaquest and Seaquest Capital each delivered a Notice of Intention
to file a proposal under the Bankruptcy and Insolvency Act.

34.
On November 24, 2011, Seaquest and Sequest Capital were deemed to have filed an
assignment in bankruptcy when they failed to file a restructuring proposal and a trustee was
appointed to manage the estate of Seaquest and Seaquest Capital.

35.
On November 29, 2011, in preparation for the first creditors meeting scheduled to be held
on December 14, 2011, the trustee in bankruptcy filed its “Statement of Affairs” for Seaquest
and Seaquest Capital listing liabilities of $48,670,021.62 and assets of $2,950,006. The
Statement of Affairs listed 81 individuals and corporate investors as creditors. There is no
reasonable prospect of investors in Seaquest or Seaquest Capital recovering all or substantially
all of the principal amount of their investments.

36.
On March 14, 2012, Staff received a METS event report (the “report”) filed by Sun Life
regarding allegations that the Respondent had engaged in unauthorized outside business
activities. The report stated that the Respondent and Sun Life had each been named as
defendants in a Statement of Claim filed by clients FB and LP seeking compensation in respect
of the loss of their investments with Seaquest and Seaquest Capital.

Page 11 of 18

V.
THE RESPONDENT’S POSITION

37.
The Respondent is 64 years old and had a long career with the Member and its
predecessors prior to his retirement in May of 2010 and ultimate departure in February 2011. The
Respondent has not previously been the subject of disciplinary proceedings with the MFDA or
any other self-regulatory organization or regulator in any matters other than those described
herein.

38.
Prior to referring any parties to DH, Seaquest, BFCC or any other products offered by
DH, the Respondent invested in Seaquest products both personally and through SBS as detailed
above. The Respondent’s dealings with DH were all concluded without issue.

39.
The Respondent was not involved in the sale of any products offered by DH to any party
other than providing the initial referral to DH and periodic reminders to certain of the clients’
that their investments were maturing.

VI.
CONTRAVENTIONS

40.
By engaging in the conduct described above, the Respondent made referrals in respect of
the sale of approximately $7,336,181.88 [$3,576,399.44 excluding reinvestments] of investment
products to at least 5 clients and 6 other individuals outside Sun Life, for which he received fees
or compensation totaling approximately $50,274.01, contrary to MFDA Rule 2.4.2 and sections
13.7 and 13.8 of National Instrument 31-103.

VII.
TERMS OF SETTLEMENT

41.
The Respondent agrees to the following terms of settlement:
(a) the Respondent shall pay a fine in the amount of $25,000 pursuant to section
24.1.1(b) of MFDA By-law No. 1;
(b) the Respondent shall pay costs of $5,000 pursuant to section 24.2 of MFDA By-law
Page 12 of 18

No. 1;
(c) the Respondent shall be permanently prohibited from conducting securities related
business while in the employ of, or associated with, a Member of the MFDA;
(d) the payment by the Respondent of the fine and costs in sections 1 and 2 above shall
be made to and received by MFDA Staff in certified funds as follows:
i.
$12,500 (fine) upon entering into the settlement agreement;
ii.
$12,500 (fine) on or before December 31, 2014; and
iii.
$5,000 (costs) upon entering into the settlement agreement; and
(e) the Respondent will attend in person, on the date set for the Settlement Hearing.

VIII. STAFF COMMITMENT

42.
If this Settlement Agreement is accepted by the Hearing Panel, Staff will not initiate any
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 and XI 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

43.
Acceptance of this Settlement Agreement shall be sought at a hearing of the Central
Regional Council of the MFDA on a date agreed to by counsel for Staff and the Respondent.

44.
Staff and the Respondent may refer to any part, or all, of the Settlement Agreement at the
Page 13 of 18

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 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.

45.
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.

46.
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.

X.
FAILURE TO HONOUR SETTLEMENT AGREEMENT

47.
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

48.
If, for any reason whatsoever, this Settlement Agreement is not accepted by the Hearing
Page 14 of 18

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.

49.
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

50.
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.

51.
Any obligations of confidentiality shall terminate upon acceptance of this Settlement
Agreement by the Hearing Panel.

XIII. EXECUTION OF SETTLEMENT AGREEMENT

52.
This Settlement Agreement may be signed in one or more counterparts which together
shall constitute a binding agreement.

53.
A facsimile copy of any signature shall be effective as an original signature.

DATED this 15th day of September, 2014.

Page 15 of 18

“Nancy J. Lyle”

“Thomas Charles Bulloch”
Witness – Signature

Thomas Charles Bulloch

Nancy J. Lyle
Witness – Print name

“Shaun Devlin”

Staff of the MFDA
Per: Shaun Devlin
Senior Vice-President,
Member Regulation – Enforcement
Page 16 of 18

Schedule “A”
Order
File No. 201417

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: Thomas Charles Bulloch



ORDER



WHEREAS on [insert] the Mutual Fund Dealers Association of Canada (the “MFDA”)
issued a Notice of Settlement Hearing pursuant to section 24.4 of By-law No. 1 in respect of
Thomas Charles Bulloch (the “Respondent”);

AND WHEREAS the Respondent entered into a settlement agreement with Staff of the
MFDA, dated September 15, 2014, (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 made referrals in
respect of the sale of approximately $7,336,181.88 [$3,576,399.44 excluding reinvestments] of
investment products to at least 5 clients and 6 other individuals outside Sun Life, for which he
received fees or compensation totaling approximately $50,274.01, contrary to MFDA Rule 2.4.2
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and sections 13.7 and 13.8 of National Instrument 31-103;

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

1. the Respondent shall pay a fine in the amount of $25,000;
2. the Respondent shall be permanently prohibited from acting or being registered as a
mutual fund salesperson pursuant to section 24.1(e) of By-law No. 1 commencing on
the date of acceptance of the Settlement Agreement;
3. the Respondent shall pay costs of $5,000; and
4. 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.

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

Per: __________________________

[Name of Public Representative], Chair

Per: _________________________

[Name of Industry Representative]

Per: _________________________

[Name of Industry Representative]

DM 400150 v1
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