Settlement Agreement

INTRODUCTION

1. Staff of the Mutual Fund Dealers Association of Canada (“Staff”) and the Respondent, Bin Tian (the “Respondent”), consent and agree to settlement of this matter by way of this agreement (the “Settlement Agreement”).
2. Staff conducted an investigation of the Respondent’s activities which disclosed 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.

JOINT SETTLEMENT RECOMMENDATION

3. Staff and the Respondent jointly recommend that the Hearing Panel accept the Settlement Agreement.
4. The Respondent admits to the following violations of the By-laws, Rules or Policies of the MFDA:
   1. on or about June 23, 2015, the Respondent falsified 4 client signatures on account forms in respect of 2 clients, and used the forms to process transactions, contrary to MFDA Rule 2.1.1.
5. Staff and the Respondent agree and consent to the following terms of settlement:
   1. the Respondent shall be prohibited from conducting securities related business in any capacity while in the employ of or associated with any Member of the MFDA for a period of 4 months pursuant to s. 24.1.1(e) of MFDA By-law No.1;
   2. the Respondent shall pay costs in the amount of $1,500 pursuant to s. 24.2 of MFDA By-law No. 1;
   3. the Respondent shall in the future comply with MFDA Rule 2.1.1; and
   4. the Respondent will attend in person, on the date set for the Settlement Hearing.
6. Staff and the Respondent agree to the settlement on the basis of the facts set out in Part III herein and consent to the making of an Order in the form attached as Schedule “A”.

AGREED FACTS

Registration History

7. The Respondent was registered in Ontario as a Dealing Representative with TD Investment Services Inc. (“TD”), a Member of the MFDA, from July 22, 2014 to July 7, 2015.
8. On July 7, 2015, as a result of the misconduct set out in this Settlement Agreement, TD terminated the Respondent.
9. The Respondent is no longer working in the securities industry in any capacity.
10. At all material times, the Respondent conducted business in the Scarborough, Ontario area.

Falsification of Client Signatures

11. At all material times, TD’s policies and procedures prohibited its Representatives, including the Respondent, from falsifying client signatures.
12. At all material times, clients ML and CH were clients of TD (the “Clients”) whose accounts were serviced by the Respondent.
13. On or around June 20, 2015, the Respondent arranged to have clients ML and CH sign two account opening forms each (the “Forms”).
14. On or around June 22, 2015, the Respondent’s branch manager identified errors with the Forms and, as a result, the Respondent stated that he would ask the clients ML and CH to attend at the branch to sign new account opening forms.
15. Instead, on or about June 23, 2015, the Respondent falsified the signatures of clients ML and CH on two account opening forms each, two of which contained Know-Your-Client information, and re-submitted these forms to the branch manager for her review.

TD’s Investigation

16. On June 23, 2015, TD identified the misconduct after the branch manager, to whom the Respondent had re-submitted the account opening forms, found the signatures suspicious and commenced a follow up investigation.
17. As part of its investigation, TD reviewed a portion of the client files serviced by the Respondent and identified no other concerns.
18. On July 7, 2015, TD terminated the Respondent.

Additional Factors

19. There is no evidence that the Respondent received any benefit from the conduct set out above beyond the commissions or fees he would ordinarily be entitled to receive had the transactions been carried out in the proper manner.
20. There is no evidence of client loss or lack of authorization.
21. The Respondent cooperated with TD during its investigation into his conduct.
22. The Respondent has not previously been the subject of MFDA disciplinary proceedings.
23. The Respondent states that he impecunious and unable to pay any additional amounts towards either a fine or costs.
24. By entering into this Settlement Agreement, the Respondent has saved the MFDA the time, resources, and expenses associated with conducting a full hearing on the allegations.

ADDITIONAL TERMS OF SETTLEMENT

25. This settlement is agreed upon in accordance with section 24.4 of MFDA By-law No. 1 and Rules 14 and 15 of the MFDA Rules of Procedure.
26. The Settlement Agreement is subject to acceptance by the Hearing Panel which shall be sought at a hearing (the “Settlement Hearing”).  At, or following the conclusion of, the Settlement Hearing, the Hearing Panel may either accept or reject the Settlement Agreement.
27. The Settlement Agreement shall become effective and binding upon the Respondent and Staff as of the date of its acceptance by the Hearing Panel.  Unless otherwise stated, any monetary penalties and costs imposed upon the Respondent are payable immediately, and any suspensions, revocations, prohibitions, conditions or other terms of the Settlement Agreement shall commence, upon the effective date of the Settlement Agreement.
28. Staff and the Respondent agree that if this Settlement Agreement is accepted by the Hearing Panel:
    1. the Settlement Agreement will constitute the entirety of the evidence to be submitted respecting the Respondent in this matter;
    2. the Respondent waives any 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;
    3. Staff will not initiate any proceeding under the By-laws of the MFDA against the Respondent in respect of the facts and contraventions described in this Settlement Agreement.  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 this Settlement Agreement.  Furthermore, nothing in this Settlement Agreement shall relieve the Respondent from fulfilling any continuing regulatory obligations;
    4. 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; and
    5. 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 the Respondent.
29. If, for any reason, this Settlement Agreement is not accepted 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 the Settlement Agreement or the settlement negotiations.
30. Staff and the Respondent agree that the terms of the 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.
31. The Settlement Agreement may be signed in one or more counterparts which together shall constitute a binding agreement.  A facsimile copy of any signature shall be effective as an original signature.